Final Regulatory Approval for Acquisition of Caracal
08:05 03.07.14
PR Newswire
London, July 3
Final Regulatory Approval Received for Acquisition of Caracal by Glencore
CALGARY, July 2, 2014 /CNW/ - Caracal Energy Inc. ("Caracal" or the "Company")
(LSE:CRCL) announced today that Glencore plc ("Glencore") has received
Investment Canada Act approval in connection with the plan of arrangement to
effect the acquisition of all the issued and outstanding common shares of
Caracal by a wholly owned subsidiary of Glencore (the "Arrangement").
Investment Canada Act approval was the final outstanding regulatory approval
with respect to the Arrangement. Accordingly, Caracal now expects the effective
date of the Arrangement to be July 8, 2014 (the "Effective Date"). On the
Effective Date, Glencore will release the funds to be subsequently paid to
shareholders and holders of depositary interests ("DI Holders") as described
under the heading "Information for shareholders and DI Holders" below.
Information for shareholders and DI Holders
Shareholders will be entitled to receive payment of £5.50 per common share in
cash (the "Consideration") following the Effective Date. Shareholders will
receive U.S. dollars unless an election is made on a Letter of Transmittal to
receive payment in Canadian dollars or pounds sterling.
Registered shareholders are required to submit a Letter of Transmittal to
Computershare Trust Company of Canada, together with the certificate(s)
representing common shares of Caracal and all other required documents. For a
replacement Letter of Transmittal, contact Computershare Trust Company of
Canada toll free at 1-800-564-6253. Registered shareholders must make their
currency election in the Letter of Transmittal by no later than 5:00 p.m.
(Toronto Time) on July 9, 2014. Non-registered shareholders should contact
their broker, trustee, financial institution, custodian, nominee or other
intermediary to confirm matters relating to payment of the Consideration, or if
they wish to elect to receive Canadian dollars or pounds sterling.
DI Holders can elect to receive payment in U.S. dollars. If no election is
made, DI Holders will be deemed to have elected to receive payment in pounds
sterling. DI Holders must submit their currency election through the CREST
system by no later than 5:00 p.m. (London Time) on July 9, 2014.
The exchange rate that will be used to convert the Consideration from pounds
sterling into Canadian or U.S. dollars, as the case may be, will be the
prevailing market rate on the date the funds are converted, which is expected
to be on or about July 9, 2014. The risk of any fluctuations in such rates,
including risks relating to the particular date and time at which funds are
converted, will be solely borne by the shareholder or DI Holder, as the case
may be.
For further information regarding the election of currency for the
Consideration, please see the management information circular and proxy
statement dated May 9, 2014, which is available at www.sedar.com.
About Caracal Energy Inc.
Caracal Energy Inc. is an international exploration and development company
focused on oil and gas exploration, development and production activities in
the Republic of Chad, Africa. In 2011, the Company entered into three
production sharing contracts ("PSCs") with the government of the Republic of
Chad. These PSCs provide exclusive rights to explore and develop reserves and
resources over a combined area of 26,103 km2 in southern Chad.
The Company's shares trade on the London Stock Exchange under the symbol CRCL.
About Glencore
Glencore is one of the world's largest global diversified natural resource
companies. As a leading integrated producer and marketer of commodities with a
well-balanced portfolio of diverse industrial assets, Glencore is strongly
positioned to capture value at every stage of the supply chain, from sourcing
materials deep underground to delivering products to an international customer
base. The Group's industrial and marketing activities are supported by a global
network of more than 90 offices located in over 50 countries. The Group's
diversified operations comprise over 150 mining and metallurgical sites,
offshore oil production assets, farms and agricultural facilities. The Group
employs approximately 200,000 people, including contractors.
Cautionary Statement on Forward-Looking Information
Certain information in this press release is "forward-looking information"
within the meaning of applicable Canadian securities legislation and is
prospective in nature, including information regarding completion of the
Arrangement and the timing thereof. Forward-looking information is not based on
historical facts, but rather on current expectations and projections about
future events, and is therefore subject to risks and uncertainties which could
cause actual results to differ materially from the future results expressed or
implied by the forward-looking information. This information generally can be
identified by the use of forward-looking words such as "may", "should", "will",
"could", "intend", "estimate", "plan", "anticipate", "expect", "believe" or
"continue", or the negative thereof or similar variations. In particular, any
statements regarding Caracal's future expectations, beliefs, goals or prospects
are or involve forward-looking information.
Forward-looking information is also necessarily based upon a number of
assumptions that, while considered reasonable by management, are inherently
subject to significant business, economic and competitive uncertainties and
contingencies. Caracal cautions the reader that such forward-looking
information involves known and unknown risks, uncertainties and other factors
that could cause actual results, performance or achievements of Caracal to
differ materially from any future results, performance or achievements
expressed or implied by such forward-looking information. In addition to
general economic conditions, there are specific risks including, but not
limited to, the possibility that any remaining conditions precedent to the
Arrangement may not be satisfied or waived on the expected Effective Date or
prior to the agreed outside date to complete the Arrangement. Caracal believes
the material factors, expectations and assumptions reflected in the
forward-looking statements are reasonable, but no assurance can be given that
these factors, expectations and assumptions will prove to be correct.
Undue reliance should not be placed on the forward-looking statements contained
herein, which are made as of the date hereof and, except as required by law,
Caracal undertakes no obligation to update publicly or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. The forward-looking statements contained herein are
expressly qualified by this cautionary statement. SOURCE: Caracal Energy Inc.
For further information:
Caracal Energy Inc.
Gary Guidry, President and Chief Executive Officer
Trevor Peters, Chief Financial Officer
+1 403-724-7200
Longview Communications - Canadian Media Enquiries
Alan Bayless
+1 604-694-6035
Joel Shaffer
+1 416-649-8006
FTI Consulting - UK Media Enquiries
Ben Brewerton / Ed Westropp
+ 44 (0) 207 8313 3113
caracalenergy.sc@fticonsulting.com
Quelle: PR Newswire