FOGL Scheme Document
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PART TWO (EXPLANATORY STATEMENT) OF THIS DOCUMENT TOGETHER WITH THE REST OF THIS DOCUMENT COMPRISES AN EXPLANATORY STATEMENT IN COMPLIANCE WITH SECTION 207 OF THE COMPANIES ACT. This document contains a proposal which, if implemented, will result in the cancellation of the admission of FOGL Shares to trading on AIM. If you are in doubt about the Merger, you should consult an independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) if you are in the United Kingdom or another appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom. If you sell or have sold or otherwise transferred all of your FOGL Shares, please send this document and the accompanying documents at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. However, such documents must not be forwarded, distributed or transmitted in, into or from any jurisdiction in which such act would constitute a violation of the relevant laws or regulations of such jurisdiction. If you sell or have sold or transferred only part of your holding of FOGL Shares, please retain these documents and consult the bank, stockbroker or other agent through whom the sale or transfer was effected. The distribution of this document in certain jurisdictions may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. The Rockhopper Consideration Shares to be issued pursuant to the Scheme have not been and will not be registered under the US Securities Act of 1933, as amended (the ‘‘Securities Act’’) or under the relevant securities laws of any state or territory or other jurisdiction of the United States and may not be offered, sold, or delivered, directly or indirectly, in, into or from the United States absent registration under the Securities Act or an exemption from registration. In the United States the Rockhopper Consideration Shares are expected to be issued in reliance upon the exemption from registration set forth in Section 3(a)(10) of the Securities Act on the basis of the approval of the Court. For the purposes of qualifying for this exemption from the registration requirements of the Securities Act, FOGL will advise the Court that FOGL and Rockhopper will rely upon Section 3(a)(10) of the Securities Act based on the Court’s approval of the Scheme following a hearing on its fairness at which all FOGL Shareholders are entitled to attend in person or through counsel to support or oppose the sanctioning of the Scheme and with respect to which notification has been given to all such shareholders. None of the securities referred to in this document have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of this document. Any representation to the contrary is a criminal offence in the United States. Recommended Merger of Falkland Oil and Gas Limited (Incorporated and registered in the Falkland Islands with registered number 12913) with Rockhopper Exploration plc (Incorporated and registered in England and Wales under the Companies Act 1985 with registered number 05250250) (to be implemented by way of a scheme of arrangement under Part IV of the Companies Act 1948) Circular to shareholders and Explanatory Statement under section 207 of the Companies Act 1948, Notice of Court Meeting and Notice of Extraordinary General Meeting This document (including any document incorporated into it by reference) should be read as a whole, together with the accompanying Forms of Proxy and Forms of Direction. Your attention is drawn in particular to Part One (Letter from the Chairman of FOGL) of this document, which contains the unanimous recommendation of the FOGL Directors that you vote in favour of the Scheme at the Court Meeting and the Resolution at the FOGL General Meeting. A letter from RBC Europe Limited explaining the Scheme is contained in Part Two (Explanatory Statement) of this document and constitutes an explanatory statement in compliance with section 207 of the Companies Act. Notices of the Court Meeting and the FOGL General Meeting (being an extraordinary general meeting of the Company), each of which will be held on 5 January 2016 at FTI Consulting, 200 Aldersgate, Aldersgate Street, London, EC1A 4HD, are set out in Parts Ten (Notice of Court Meeting) and Eleven (Notice of FOGL General Meeting) of this document. The Court Meeting is scheduled to start at 2.00 p.m. on that date and the FOGL General Meeting is scheduled to start at 2.30 p.m. (or as soon thereafter as the Court Meeting is concluded or adjourned). Your attention is drawn to pages 10 to 12 of this document, which explain the actions you should take in relation to the Scheme. It is very important that FOGL Shareholders vote (whether in person or by proxy) so that the Court can be satisfied that there is a fair and reasonable representation of their views. A Blue Form of Proxy and Blue Form of Direction for use at the Court Meeting are enclosed with this document. Whether or not you intend to attend the Court Meeting in person, FOGL Shareholders holding FOGL Shares in certificated form resident outside of the Falkland Islands are requested to complete the Blue Form of Proxy in accordance with the instructions printed on it and return it to be received by Capita Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, United Kingdom no later than 2.00 p.m. on 31 December 2015, being 48 hours (excluding weekends and public holidays in England and Wales and/or the Falkland Islands) before the time of the holding of the Court Meeting (or, if the Court Meeting is adjourned, at least 48 hours (excluding weekends and public holidays in England and Wales and/or the Falkland Islands) before the time of the holding of the adjourned Court Meeting). FOGL Shareholders holding FOGL Shares in certificated form resident in the Falklands Islands are requested to complete the Blue Form of Proxy in accordance with the instructions printed on it and return it to be received at the Company’s registered office at 56 John Street, Stanley, Falkland Islands, FIQQ 1ZZ no later than 2.00 p.m. on 31 December 2015, being 48 hours (excluding weekends and public holidays in England and Wales and/or the Falkland Islands) before the time of the holding of the Court Meeting (or, if the Court Meeting is adjourned, at least 48 hours (excluding weekends and public holidays in England and Wales and/or the Falkland Islands) before the time of the holding of the adjourned Court Meeting). Depository Interest Holders resident outside the Falkland Islands are requested to complete and return the enclosed Blue Form of Direction in accordance with the instructions printed on it and return it to be received by Capita Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, United Kingdom no later than 2.00 p.m. on 30 December 2015, being 72 hours (excluding weekends and public holidays in England and Wales and/or the Falkland Islands) before the time of the holding of the Court Meeting (or, if the Court Meeting is adjourned, at least 72 hours (excluding weekends and public holidays in England and Wales and/or the Falkland Islands) before the time of the holding of the adjourned Court Meeting). Depository Interest Holders resident in the Falkland Islands are requested to complete the Blue Form of Direction in accordance with the instructions printed on it and return it to be received at the Company’s registered office at 56 John Street, Stanley, Falkland Islands, FIQQ 1ZZ no later than 2.00 p.m. on 30 December 2015, being 72 hours (excluding weekends and public holidays in England and Wales and/or the Falkland Islands) before the time of the holding of the Court Meeting (or, if the Court Meeting is adjourned, at least 72 hours (excluding weekends and public holidays in England and Wales and/or the Falkland Islands) before the time of the holding of the adjourned Court Meeting). The completion and return of the Blue Form of Proxy will not preclude FOGL Shareholders from attending the Court Meeting and voting in person should they subsequently wish to do so and are so entitled. If you have completed and returned the Blue Form of Direction (or would be required to do so to vote) and would like to attend the Court Meeting, please contact the Depository, Capita IRG Trustees Limited at The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, United Kingdom (alternatively, please email [email protected]) to request a Letter of Representation. Requests must be received no later than 2.30 p.m. on 30 December. Completion and return of the Blue Form of Direction will not preclude FOGL Shareholders from attending the Court Meeting and voting in person provided he or she holds a valid Letter of Representation and is so entitled. A White Form of Proxy and White Form of Direction for use at the FOGL General Meeting are enclosed with this document. Whether or not you intend to attend the FOGL General Meeting in person, FOGL Shareholders holding FOGL Shares in certificated form resident outside of the Falkland Islands are requested to complete the White Form of Proxy in accordance with the instructions printed on it and return it to be received by Capita Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, United Kingdom no later than 2.30 p.m.