8 January 2020
Amerisur Resources Plc ("Amerisur" or the "Company" and together with its subsidiaries, the "Group")
Statement Regarding Potential Litigation
Further to recent media reports, Amerisur Resources Plc ("Amerisur" or the "Company") announces that the Company's solicitors received a copy of a Claim Form issued in the High Court of
The Claim Form stated that the Claimants are seeking compensation for damage said to be caused by environmental contamination and pollution caused by the Company in
The Company's solicitors have also received a copy of an Application Notice issued by Leigh Day on behalf of the Claimants, seeking a worldwide freezing order against the Company (the "Application") to protect the value of their claim. The Application is listed for a first hearing on 9 January 2020. The Company has been advised that the Court is unlikely to make any final determination on the Application as at that date and that the Application is unlikely to be successful.
Even if successful (and contrary to the media reports), the Application is not expected to disrupt the recommended cash acquisition pursuant to which GeoPark Colombia, a wholly owned subsidiary of GeoPark, will acquire the entire issued and to be issued ordinary share capital of Amerisur pursuant to a scheme of arrangement (the "Scheme"). The Application does not seek to prevent the Scheme from being sanctioned or from becoming effective. The Scheme is expected to become effective on 16 January 2020.
Effective Date and Timetable for the Transaction
Completion of the Transaction remains subject to the satisfaction or waiver of the remaining Conditions set out in the Scheme Document, including the Court sanctioning the Scheme at the Court Hearing, which is scheduled for 14 January 2020.
Subject to the Scheme receiving the sanction of the Court on that date and the delivery of the Court Order to the Registrar of Companies, the Scheme is expected to become Effective on 16 January 2020.
It is also expected that dealings in Amerisur Shares will be suspended with effect from 7.30 a.m. on 16 January 2020. The last day of dealing in, and for registration of transfers of, Amerisur Shares will therefore be 15 January 2020. If the Court sanctions the Scheme on 14 January 2020, the London Stock Exchange will be requested to cancel trading of Amerisur Shares on AIM. Such cancellation is expected to take effect from 7.00 a.m. on 17 January 2020.
The expected timetable of principal events for the implementation of the Scheme remains as set out on page 9 of the Scheme Document. If any of the dates and/or times in the expected timetable change, the revised dates and/or times will be notified by announcement through a Regulatory Information Service.
General
Defined terms used but not defined in this announcement have the meaning given to them in the Scheme Document, a copy of which is available on Amerisur's website at https://www.amerisurresources.com/investor-centre.
This announcement has been released with the consent of GeoPark.
All references in this announcement to times are to times in
This announcement does not contain inside information.
Ends
Enquiries:
Amerisur Nathan Piper, Head of Business Development and Comms |
Tel: +44 (0)330 333 8273 |
BMO Capital Markets (Lead Financial Adviser and Rule 3 Adviser to Amerisur) Jeremy Low Tom Hughes Gary Mattan Neil Elliot
|
Tel: +44 (0)207 236 1010 |
Stifel (Nomad, Joint Broker and Joint Financial Adviser to Amerisur) Callum Stewart Jason Grossman Ashton Clanfield
|
Tel: +44 (0)207 710 7600 |
Investec (Joint Broker to Amerisur) Chris Sim Tejas Padalkar |
Tel: +44 (0)207 597 4000 |
Arden Partners plc (Joint Broker to Amerisur) Paul Shackleton Dan Gee-Summons |
Tel: +44 (0)207 614 5900 |
Camarco (PR Adviser to Amerisur) Billy Clegg Ollie Head |
Tel: +44 (0)203 757 4983 |
GeoPark and GeoPark Colombia Andrés Ocampo, Chief Financial Officer Stacy Steimel, Shareholder Value Director |
Tel: +54 11 4312 9400 Tel: +562 2242 9600
|
Rothschild & Co (Financial Adviser to GeoPark) Roger Ader James McEwen |
Tel: +44 (0)20 7280 5000 |
Important Notices
BMO Capital Markets Limited ("BMO"), which is authorised and regulated in the
Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated in the
Arden Partners plc ("Arden"), which is authorised and regulated in the
Investec Bank plc ("Investec"), which is authorised by the Prudential Regulation Authority and is regulated in the
N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated in the
Apart from the responsibilities and liabilities, if any, which may be imposed on BMO, Stifel, Arden, Investec and Rothschild & Co by the FSMA or the regulatory regime established thereunder, each of BMO, Stifel, Arden, Investec and Rothschild & Co does not make any representation express or implied in relation to, nor accepts any responsibility whatsoever for, the contents of this announcement, or any other statement made or purported to be made by it or on its behalf in connection with Amerisur, the Transaction or the other arrangements referred to in this announcement. Each of BMO, Stifel, Arden, Investec and Rothschild & Co (and their respective subsidiaries, branches and affiliates) accordingly, to the fullest extent permissible by law, disclaims all and any responsibility or liability (save for any statutory liability) whether arising in tort, contract or otherwise which it might have in respect of the contents of this announcement or any other statement made or purported to be made by it or on its behalf in connection with Amerisur or the Transaction or the other arrangements referred to in this announcement. Ashurst LLP and Rosenblatt Limited are retained as legal advisers to Amerisur. Norton Rose Fulbright LLP is retained as legal adviser to GeoPark and GeoPark Colombia.
Publication on a website
A copy of this announcement, any document incorporated by reference herein and, in the case of Amerisur only, the documents required to be published by Rule 26 of the Takeover Code and pursuant to Rule 26 of the AIM Rules for Companies will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on GeoPark's website at https://www.geo-park.com/en/index/ and Amerisur's website at www.amerisurresources.com/investor-centre by no later than 12 noon (
Request for Hard Copy
Amerisur Shareholders may request a hard copy of this announcement by contacting Link Asset Services on 0371 664 0321 or by submitting a request in writing to The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU or to shareholderenquiries@linkgroup.co.uk. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the
Important Information
If you are in any doubt about the Transaction or the contents of this document or what action you should take, you are recommended to seek your own personal financial, tax and legal advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the