Encore Oil Plc : 12 December 2011 - Result of Shareholder Meetings

Posted on: Monday, December 12, 2011

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

12 December 2011

EnCore OIl plc

RECOMMENDED ACQUISITION OF ENCORE OIL PLC BY PREMIER OIL PLC

RESULTS OF SHAREHOLDER MEETINGS

EnCore Oil plc ("EnCore" or the "Company") announces that the shareholder meetings convened earlier today passed all the resolutions proposed at both meetings by the requisite majorities in respect of the proposed acquisition to be made by Premier Oil plc ("Premier") of the entire issued and to be issued share capital of the Company (the "Acquisition") which is being effected by way of a scheme of arrangement (the "Scheme") between the Company and its shareholders (other than Premier, to the extent that it holds shares in the Company), ("Scheme Shareholders") under Part 26 of the Companies Act 2006.

Court Meeting

The first meeting, convened in accordance with the order of the Court (the "Court Meeting"), sought approval from Scheme Shareholders for the Scheme.

At the Court Meeting, a majority in number of Scheme Shareholders who voted (either in person or by proxy), representing 93.15 per cent. by value of those Scheme Shares voted, voted in favour of the resolution to approve the Scheme.  The resolution proposed at the Court Meeting was decided on a poll.  Details of the votes cast were as follows:

	Number of Scheme Shares voted	Percentage of Scheme Shares voted (%)	Number of Scheme Shareholders who voted	Percentage of Scheme Shareholders voting (%)	Number of Scheme Shares voted as a percentage of the total number of Scheme Shares held by Scheme Shareholders entitled to vote on the resolution (%)
FOR	72,567,449	93.15	329	85.68	24.30
AGAINST	5,337,809	6.85	55	14.32	1.79

Accordingly, the resolution proposed at the Court Meeting was duly passed on a poll vote.

General Meeting

The special resolutions proposed at the General Meeting were decided on a poll. The voting results for the General Meeting were as follows:

Special Resolution 1

	Number of EnCore Shares voted	Percentage of EnCore Shares voted (%)
FOR	67,955,664	93.47
AGAINST	4,691,491	6.45
VOTE WITHHELD	56,044	0.08

Accordingly, Special Resolution 1 proposed at the General Meeting was duly passed on a poll vote.

Special Resolution 2

	Number of EnCore Shares voted	Percentage of EnCore Shares voted (%)
FOR	67,953,369	93.47
AGAINST	4,685,556	6.44
VOTE WITHHELD	64,274	0.09

Accordingly, Special Resolution 2 proposed at the General Meeting was duly passed on a poll vote.

Next Steps

Completion of the Acquisition remains subject to the satisfaction or (if capable of waiver) waiver of the remaining Conditions, including the sanction of the Scheme and the associated capital reduction by the Court.  The date of the Court hearing to sanction the Scheme is expected to be on 11 January 2012 and the Court hearing to confirm the reduction of capital is expected to be on 13 January 2012.  If the Court sanctions the Scheme and confirms the reduction of capital, it is expected that the Scheme will become effective on 16 January 2012 and that the cancellation of the admission of EnCore Shares to trading on AIM will take place by 8.00 a.m. on 17 January 2012.  If the Scheme does become effective on 16 January 2012, it is expected that the admission of the New Premier Shares to trading on the London Stock Exchange's main market for listed securities will take effect by 8.00 a.m. on 17 January 2012.

The dates stated above are indicative only and will depend, among other things, on the dates upon which the Court sanctions the Scheme and confirms the associated reduction of capital and the date on which the Conditions are satisfied or (if capable of waiver) waived. If any of the times and/or dates above change, the revised times and/or dates will be notified to EnCore Shareholders by announcement through a Regulatory Information Service.

Other

Terms and expressions in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the document sent to shareholders in relation to the Scheme dated 18 November 2011.

Enquiries:

EnCore Oil plc

Alan Booth                                [phone]

Eugene Whyms

Rothschild

Neeve Billis                               [phone]

David Hemmings

Cenkos Securities plc (NOMAD and Joint Broker to EnCore)

Jon Fitzpatrick                          [phone]

Ken Fleming

This announcement is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. 

This announcement does not constitute a prospectus or prospectus equivalent document.

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions, and therefore persons into whose possession this announcement comes should inform themselves about and observe any such restrictions.  Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement has been prepared for the purposes of complying with English law and the City Code on Takeovers and Mergers ("Code") and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of England.

N M Rothschild & Sons Limited ("Rothschild"), which is authorised and regulated in the UK by the FSA, is acting exclusively for EnCore and no one else in connection with the Acquisition and will not be responsible to anyone other than EnCore for providing the protections afforded to clients of Rothschild or for providing advice in relation to the Acquisition or any other matters referred to in this announcement.

Cenkos Securities plc ("Cenkos"), which is authorised and regulated in the UK by the FSA, is acting exclusively as Nominated Adviser and Joint Broker to EnCore and no one else in connection with the above and will not be responsible to anyone other than EnCore for providing the protections afforded to clients of Cenkos, or for providing advice in relation to the matters referred to in this announcement.

Notice to US investorsin EnCore:This announcement does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for any security, including the EnCore Shares, in the United States, nor should any part of it nor the fact of its distribution form part of or be relied on in connection with any contract or investment decision relating thereto.

The Acquisition relates to the shares of a UK company and is proposed to be made by means of a scheme of arrangement provided for under the laws of England and Wales.  The Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement, which differ from the disclosure and other requirements of US securities laws.  Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to the financial statements of US companies.

The New Premier Shares, which will be issued in connection with the Acquisition, have not been, will not be, and are not required to be registered under the US Securities Act of 1933, as amended ("US Securities Act") or under the securities law of any state or other jurisdiction of the United States. The New Premier Shares may not be offered, sold, delivered or transferred in the United States absent registration under the US Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act.  It is expected that the New Premier Shares will be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof and only to the extent that corresponding exemptions from the registration or qualification requirements of state "blue sky" securities laws are available. Under applicable US securities laws, persons (whether or not US persons) who are or will be "affiliates" (for the purposes of the US Securities Act) of EnCore or Premier prior to, or of Premier after, the Effective Date will be subject to certain transfer restrictions relating to the New Premier Shares received in connection with the Acquisition.

Publication on EnCore Website

A copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on EnCore's website at www.encoreoil.co.uk.

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