LONDON, Nov. 11, 2011 /CNW/ – San Leon Energy plc (“San Leon“) (AIM:SLE.L – News) is pleased to announce that the previously announced acquisition of all of the issued and outstanding common shares of Realm Energy International Corporation (“Realm Energy“) (TSX-V:RLM.V – News) by San Leon pursuant to a plan of arrangement (the “Arrangement“) has been completed.
Under the terms of the Arrangement, shareholders of Realm Energy received for each Realm Energy share held, at their election and subject to pro-ration:
| (a) | C$1.30 in cash; |
| (b) | 3.3 ordinary shares in the capital of San Leon (each, a “San Leon Share“) or 3.3 exchangeable shares (each, an “Exchangeable Share“) in the capital of an indirect Canadian subsidiary of San Leon (“Exchangeco“) together with the associated ancillary rights; or |
| (c) | a combination thereof; |
subject to a maximum of C$17.7 million in cash (subject to adjustment) being paid to Realm Energy shareholders in the aggregate, in exchange for the aggregate number of Realm Energy shares in respect of which such an election is made. As a result of certain Realm Energy shareholders exercising rights of dissent under Canadian law, the cash available was adjusted to a maximum of approximately C$14.0 million.
Realm Energy shareholders elected to receive cash greater than the maximum amount of cash available to Realm Energy shareholders pursuant to the Arrangement. Accordingly, as a result of pro-rationing and the exercise of rights of dissent by certain Realm Energy shareholders, Realm Energy shareholders who elected cash will receive approximately 12.68% of the amount of cash they elected to receive. In addition to the cash consideration paid to Realm Energy shareholders, San Leon issued 284,084,336 San Leon Shares and Exchangeco issued 41,292,848 Exchangeable Shares to Realm Energy shareholders under the Arrangement. Realm Energy’s shares were delisted from the TSX Venture Exchange effective at the close of business onNovember 10, 2011.
Due to an incompatibility between the current Irish legal requirements in relation to San Leon Shares and certain Canadian securities laws, neither the San Leon Shares nor the Exchangeable Shares could be made eligible for CDS deposit at this time. San Leon is currently working with its advisors to determine the most efficient option to rectify the issue and have the securities made eligible for CDS deposit. As a result, each Realm Energy shareholder that submits a properly completed Letter of Transmittal will be receiving a physical certificate for its San Leon Shares or Exchangeable Shares, as applicable. Those Realm Energy shareholders that held their interest in a CDS position and are non-objecting beneficial holders will also be receiving physical certificates representing their interest in San Leon Shares or Exchangeable Shares, as applicable. Realm Energy shareholders that are objecting beneficial holders may not directly receive physical share certificates as it is anticipated that “global certificates” will be issued to each CDS participant representing the aggregated position held by such CDS participant. It is anticipated that each of the CDS participants will then breakdown its aggregated position internally and may requisition physical certificates for each objecting beneficial holder. It is anticipated that for those registered Realm Energy shareholders who have already submitted a properly completed Letter of Transmittal, the physical certificates for San Leon Shares will be mailed out by the Dublin office of Computershare Investor Services Inc. (“Computershare Ireland“), in its capacity as registrar and transfer agent for San Leon, by Wednesday, November 16, 2011. Likewise, for those registered Realm Energy shareholders who have already submitted a properly completed Letter of Transmittal, it is anticipated the physical certificates for the Exchangeable Shares will be mailed out by the Vancouver office of Computershare Investor Services Inc., in its capacity as registrar and transfer agent for Exchangeco, within the same time period. For those registered Realm Energy shareholders who have not yet submitted a properly completed Letter of Transmittal, but who plan to do so in the future and those non-objecting beneficial holders holding their interest in the CDS position, the time period for the issuance and mailing of physical certificates representing San Leon Shares and Exchangeable Shares is anticipated to be approximately ten business days after receipt by Computershare Trust Company of Canada of the applicable Letter of Transmittal and CDS participants list.
Neither the San Leon Shares nor the Exchangeable Shares are listed on a stock exchange in Canada. In connection with the consideration of its options regarding the CDS eligibility of the San Leon Shares, San Leon is exploring the possibility of seeking a listing on a Canadian exchange for the San Leon Shares. There is no intention to seek a listing in any jurisdiction for the Exchangeable Shares. Currently, San Leon Shares are admitted to trading on London’s Alternative Investment Market (“AIM“) under the symbol “SLE”. Realm Energy shareholders who desire to trade San Leon Shares they will receive pursuant to the Arrangement in on-market transactions on AIM will need to contact a broker who can effect trades in the CREST system, which is the securities settlement system used by companies traded on AIM. To the extent that Realm Energy shareholders wish to transfer their San Leon Shares outside of the CREST system they will need to contact Computershare Ireland to effect such a transfer. A purchaser involved in a transfer of San Leon Shares outside of the CREST system will be required to provide evidence that Irish stamp duty has been paid on such a transfer, or alternatively, that Irish stamp duty is not applicable to such transfer. It is anticipated that this requirement may cause significant delays in the registration of the transfer. More detailed information regarding Irish stamp duty can be found in the information circular of Realm Energy dated October 5, 2011 (the “Circular“) under the heading “Tax Considerations to Realm Shareholders“.
As previously disclosed in the Circular, a Realm Energy shareholder wishing to file a joint tax election under section 85 of the Income Tax Act (Canada) or a QEF Election (as such term is defined in the Circular) pursuant to the United States Internal Revenue Code of 1986 should consult its tax advisor. Information concerning each of these filings will be included in the joint tax election package and the 2011 PFIC Annual Information Form that will be made available on San Leon’s website at www.sanleonenergy.com.
To obtain copies of the agreements governing the exchange of Exchangeable Shares into San Leon Shares, holders of Exchangeable Shares should visit San Leon’s profile on SEDAR at www.sedar.com to obtain copies of the Support Agreement and the Exchange Trust Agreement (as such terms are defined in the Circular).
About San Leon
San Leon is an independent oil and gas exploration and production company listed on AIM (ticker symbol: SLE). San Leon holds exploration assets in Poland, Morocco, Albania, Ireland, Italy, Spain and Germany and is in the process of acquiring additional petroleum and natural gas rights in other European basins. San Leon’s focus is on both shale and conventional exploration across its portfolio.
Forward-Looking Statements: This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words “expect”, “anticipate”, “may”, “will”, “should”, “believe”, and similar expressions are intended to identify forward-looking information or statements. This press release contains forward-looking statements and information concerning the eligibility for deposit into CDS, the anticipated timing for issuance of physical certificates representing San Leon Shares and Exchangeable Shares and the potential delays involved in trading San Leon Shares outside the CREST system.. San Leon has provided these statements in reliance on certain assumptions that they believe are reasonable at this time, but there can be no assurance that such statements will be correct.. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release concerning these statements. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking statements and information contained in this press release are made as of the date hereof and San Leon undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
Contact:
San Leon Energy plc
Oisin Fanning
Executive Chairman
3300 Lake Drive
Citywest Business Campus
Dublin 24
Ireland
T: +353 1291 6292
