Recommended Cash Acquisition of ELAND by SEPLAT to be Effected by Means of a Scheme of Arrangement

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Wednesday, October 16, 2019   /06:04 PM  / By SEC Nigeria / Header Image Credit: Seplat Petroleum

 

Recommended Cash Acquisition of Eland Oil & Gas PLC ("Eland") by Seplat Petroleum Development Company Plc ("Seplat") to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006

 

On 15 October 2019, the Seplat Board and Eland Board announced that they had reached agreement on the terms of a recommended all cash offer for the entire issued and to be issued share capital in Eland (the "Acquisition").

 

The terms and conditions of the Acquisition were set out in the announcement on 15 October 2019 (the "Firm Offer Announcement"). Capitalised terms used in this announcement that are not defined in this announcement shall have the meanings given to them in the Firm Offer Announcement.

 

The Firm Offer Announcement stated that Seplat had received irrevocable undertakings from certain Eland Shareholders to vote, or procure the voting, to approve the Scheme at the Court Meeting and vote, or procure the voting, in favour of the Resolution at the General Meeting in respect of 129,727,705 Eland Shares, representing approximately 60.17 per cent. of Eland Shares in issue on the day before the Firm Offer Announcement, including the irrevocable undertaking from LOAME in respect of 53,686,003 Eland Shares (the "LOAME Irrevocable"), representing approximately 24.90 per cent. of Eland Shares in issue on the day before the Firm Offer Announcement.

 

In keeping with the provisions Rule 2.10 of the Code, Seplat announces that LOAME has notified Seplat that on 15 October 2019, in accordance with the provision of the LOAME Irrevocable, LOAME converted its position in 1,610,913 Eland Shares through contracts for difference. Accordingly: (i) the number of Eland Shares in respect of which Seplat has received irrevocable undertakings has increased from 129,727,705 to 131,338,618, representing approximately 60.92 per cent. of Eland Shares in issue on the day before the Firm Offer Announcement; and (ii) the number of Eland Shares in respect of which the LOAME Irrevocable is given has increased by 1,610,913 from 53,686,003 to 55,296,916, representing approximately 25.65 per cent of Eland Shares in issue on the day before the Firm Offer Announcement.

 

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