Gasol Plc (GAS)
Gasol PLC (GAS)
Proposed acquisition of 80% of African LNG Holdings Ltd
Approval of waiver of the obligation to make a mandatory offer under Rule 9 of the City Code on Takeovers and Mergers
Application for Re-Admission to AIM
Notice of General Meeting
Gasol shares resume trading
Gasol plc is pleased to announce the publication of its re-admission document and circular in respect of the proposed acquisition from African Gas Development Corporation Limited of 80 per cent. of African LNG, the project company of which Gasol currently owns 20 per cent., to announce the resumption of trading of its shares to the AIM Market of the London Stock Exchange, and to announce the appointment of Mr Theo Oerlemans as Non-Executive Chairman.
Transaction highlights:
• Gasol shares resume trading today
• The proposed acquisition of 80% of African LNG is to be satisfied by the issue of 623,067,064 new fully paid Gasol shares which will be issued on completion of the Acquisition. The Consideration Shares will represent approximately 75 per cent. of the Company’s enlarged share capital. It has been agreed that 497,442,866 Consideration Shares will be allotted and issued to AFGAS. The balance of the Consideration Shares will be allotted and issued to AFGAS’s nominees, being the Gasol employee trust and Synergy Asset Management Limited
• African LNG brings a combination of business opportunities at various stages of development, relationships and an experienced management team with significant experience in the oil and gas industry and liquefied natural gas in Africa
• On successful re-admission to the AIM, Mr Theo Oerlemans, currently Chairman of African LNG, will join the Gasol board as Non-Executive Chairman, and Mr Ethelbert Cooper, co-founder of Afren plc and African LNG, will become a Strategic Advisor to the Board
• The Acquisition will result in AFGAS acquiring control of the Company and amounts to a reverse takeover under the AIM Rules for Companies. Accordingly, the Acquisition is subject to a number of approvals from the Company’s shareholders, such approvals shall be sought at an extraordinary general meeting of the Company on Tuesday 24 June 2008
Expected Timetable of Prinicipal Events
Publication date of Admission Document 31 May 2008
Latest time and date for receipt of Forms of Proxy in respect of Extraordinary General Meeting 11.30 am on 20 June 2008
Extraordinary General Meeting 11.30am on 24 June 2008
Completion of the Acquisition, Re-Admission and dealings in the Enlarged Issued Share Capital expected to commence on AIM 25 June 2008
Expected crediting of CREST accounts (where applicable) by 25 June 2008
Commenting on the Acquisition, Soumo Bose, Chief Executive Officer of Gasol said:
“The acquisition of the remaining 80 per cent of African LNG is a key milestone for Gasol and its shareholders. The acquisition will strengthen further Gasol’s Board, its management team and its relationships in sub-Saharan Africa; I particularly look forward to Mr Theo Oerlemans joining the Gasol Board as Non-Executive Chairman. The acquisition also brings to Gasol a number of LNG business development opportunities in the region and will thus position Gasol to become the premier Africa-focused gas independent.”
About Company
Gasol was established to capitalise on opportunities in the gas sector; it came to the AIM market on 16 March 2005. The Company’s strategy is to identify and secure appropriate acquisition, investment and strategic alliance opportunities. On 1 February 2006 the Company announced that it intended to focus initially on projects in the Gulf of Guinea in West Africa, with the objective to become the premier Africa-focused LNG independent.
In pursuit of this strategy the Company has, inter alia, acquired a 20 per cent. shareholding in African LNG and exercised its option to acquire the remaining 80 per cent. of African LNG, developed various strategic alliances in the gas chain, acquired majority shareholdings in AFGAS Infrastructure Limited and AFGAS Nigeria Limited to develop gas related infrastructure in the Gulf of Guinea, and recruited a management team with significant experience in LNG.
For more information please visit: www.gasol.co.uk
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