On 15 October 2019, the boards of Seplat and Eland 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”).
To be implemented by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the “Scheme”). A scheme document was posted to Eland Shareholders on 28 October 2019 setting out the terms of the Acquisition (the “Scheme Document”). On 12 December 2019, Seplat and Eland announced that the Court had sanctioned the Scheme.
Eland and Seplat are pleased to announce that the Court Order sanctioning the Scheme has today been delivered to the Registrar of Companies. Accordingly, the Scheme has now become Effective and the entire issued and to be issued ordinary share capital of Eland is wholly owned by Seplat.
Commenting on the acquisition, Austin Avuru, Seplat’s Chief Executive Officer said:
“We are delighted to successfully complete the acquisition of Eland, which further enhances Seplat’s footprint in Nigeria and provides opportunities for enhanced scale, diversification and growth. We welcome our new colleagues and Nigerian partners as we look forward to working together in this exciting phase of our development.”
Delisting of Eland
Admission to trading of the Eland Shares on AIM will be cancelled with effect from 7.00 a.m. on 18 December 2019.
As a result of the Scheme becoming Effective, share certificates in respect of Eland Shares have ceased to be valid and of value and entitlements to Eland Shares held in uncertificated form in CREST will be cancelled.
Settlement
Scheme Shareholders on the register at the Scheme Record Time, being 6.00 p.m. on 16 December 2019, will receive 166 pence in cash for each Scheme Share. The consideration due to the Scheme Shareholders will be sent by no later than 31 December 2019.
Resignation of non-Executive directors
Each of the non-Executive Eland directors has resigned as a director of Eland with immediate effect.
Full details of the Acquisition are set out in the Scheme Document. Defined terms used but not defined in this announcement have the meaning given to them in the Scheme Document.
