Thursday, November 21, 2019 / 10:00 AM / NSE / Header Image Credit: Seplat Petroleum
Seplat Petroleum Development Company
Plc ("SEPLAT" or the
"Company"), a leading Nigerian independent oil and gas company listed
on both the Nigerian Stock Exchange and London Stock Exchange, today notifies
that the Boards of Eland and SEPLAT are pleased to announce that at the Court
Meeting and the General Meeting held today 20 November, 2019 by Eland and
convened in relation to the proposed Scheme, all the proposed resolutions were
duly passed by the requisite majorities.
On 15 October 2019, the boards of Eland and Seplat announced that they had reached agreement on the terms of a recommended cash acquisition by Seplat of the entire issued and to be issued ordinary share capital of Eland. The Acquisition is to be implemented by means of a scheme of arrangement under Part 26 of the Companies Act 2006 which requires the approval of the Scheme Shareholders and the sanction of the Court. A scheme document was posted to Eland Shareholders on 28 October 2019 setting out the terms of the Acquisition (the "Scheme Document").
A Court Meeting and General Meeting were held today at the offices of Mayer Brown International LLP, 201 Bishopsgate, London EC2M 3AF to consider and approve the resolutions in relation to the Scheme.
Eland and Seplat are pleased to announce that at the Court Meeting and the General Meeting convened in relation to the proposed Scheme held today at 10.00 a.m. and 10.24 a.m., respectively, all the proposed resolutions were duly passed by the requisite majorities. Full details of the resolutions are set out in the notices of the Court Meeting and the General Meeting contained in the Scheme Document.
A summary of the voting results is set out below.
At the Court Meeting, a majority in number of Eland Shareholders, who voted (either in person or by proxy) and who together represented at least 75 per cent. by value of the votes cast, voted in favour of the resolution to approve the Scheme and accordingly, the resolution to approve the Scheme was duly passed on a poll vote.
At the General Meeting, the special resolution for the purpose of giving effect to the Scheme and associated amendments to the articles of association of the Company was duly passed on a show of hands, by the requisite majority and was supported by the following proxy votes cast before the General Meeting:
The expected timetable of principal events for the implementation of the Scheme is set in the Scheme Document. Subject to the Court sanctioning the Scheme and the satisfaction or waiver of the other conditions in the Scheme Document, the Scheme is expected to become Effective on 17 December 2019.
The condition requiring a joint notification having been made by Seplat and Eland to the Nigerian Department of Petroleum Resources, notifying the Nigerian Minister of Petroleum Resources of the Acquisition and the acquisition of interests by Seplat in Eland, was deemed satisfied on 23 October 2019.
The condition requiring a joint notification having been made by Seplat and Eland to the Nigerian Federal Competition and Consumer Protection Commission, notifying the Nigerian Federal Competition and Consumer Protection Commission of the Acquisition and the indirect transfer of the business of Elcrest to Seplat, was deemed satisfied on 12 November 2019.
Defined terms used but not defined in this announcement have the meaning given to them in the Scheme Document.
Visit Seplat Petroleum Development Company Plc IR Page in Proshare MARKETS
Graph - One Year Share Price Movement
Table: Unaudited Q3 2019 Results