CALGARY, July 2, 2014 /CNW/ - Caracal Energy Inc. ("Caracal" or the
"Company") (LSE:CRCL) announced today that Glencore plc ("Glencore")
has received Investment Canada Act approval in connection with the plan of arrangement to effect the
acquisition of all the issued and outstanding common shares of Caracal
by a wholly owned subsidiary of Glencore (the "Arrangement").
Investment Canada Act approval was the final outstanding regulatory approval with respect to
the Arrangement. Accordingly, Caracal now expects the effective date of
the Arrangement to be July 8, 2014 (the "Effective Date"). On the
Effective Date, Glencore will release the funds to be subsequently paid
to shareholders and holders of depositary interests ("DI Holders") as described under the heading "Information for
shareholders and DI Holders" below.
Information for shareholders and DI Holders
Shareholders will be entitled to receive payment of £5.50 per common
share in cash (the "Consideration") following the Effective Date.
Shareholders will receive U.S. dollars unless an election is made on a
Letter of Transmittal to receive payment in Canadian dollars or pounds
Registered shareholders are required to submit a Letter of Transmittal
to Computershare Trust Company of Canada, together with the
certificate(s) representing common shares of Caracal and all other
required documents. For a replacement Letter of Transmittal, contact
Computershare Trust Company of Canada toll free at 1-800-564-6253.
Registered shareholders must make their currency election in the Letter
of Transmittal by no later than 5:00 p.m. (Toronto Time) on July 9,
2014. Non-registered shareholders should contact their broker, trustee,
financial institution, custodian, nominee or other intermediary to
confirm matters relating to payment of the Consideration, or if they
wish to elect to receive Canadian dollars or pounds sterling.
DI Holders can elect to receive payment in U.S. dollars. If no election
is made, DI Holders will be deemed to have elected to receive payment
in pounds sterling. DI Holders must submit their currency election
through the CREST system by no later than 5:00 p.m. (London Time) on
July 9, 2014.
The exchange rate that will be used to convert the Consideration from
pounds sterling into Canadian or U.S. dollars, as the case may be, will
be the prevailing market rate on the date the funds are converted,
which is expected to be on or about July 9, 2014. The risk of any
fluctuations in such rates, including risks relating to the particular
date and time at which funds are converted, will be solely borne by the
shareholder or DI Holder, as the case may be.
For further information regarding the election of currency for the
Consideration, please see the management information circular and proxy
statement dated May 9, 2014, which is available at www.sedar.com.
About Caracal Energy Inc.
Caracal Energy Inc. is an international exploration and development
company focused on oil and gas exploration, development and production
activities in the Republic of Chad, Africa. In 2011, the Company
entered into three production sharing contracts ("PSCs") with the
government of the Republic of Chad. These PSCs provide exclusive rights
to explore and develop reserves and resources over a combined area of
26,103 km2 in southern Chad.
The Company's shares trade on the London Stock Exchange under the symbol
Glencore is one of the world's largest global diversified natural
resource companies. As a leading integrated producer and marketer of
commodities with a well-balanced portfolio of diverse industrial
assets, Glencore is strongly positioned to capture value at every stage
of the supply chain, from sourcing materials deep underground to
delivering products to an international customer base. The Group's
industrial and marketing activities are supported by a global network
of more than 90 offices located in over 50 countries. The Group's
diversified operations comprise over 150 mining and metallurgical
sites, offshore oil production assets, farms and agricultural
facilities. The Group employs approximately 200,000 people, including
Cautionary Statement on Forward-Looking Information
Certain information in this press release is "forward-looking
information" within the meaning of applicable Canadian securities
legislation and is prospective in nature, including information
regarding completion of the Arrangement and the timing thereof.
Forward-looking information is not based on historical facts, but
rather on current expectations and projections about future events, and
is therefore subject to risks and uncertainties which could cause
actual results to differ materially from the future results expressed
or implied by the forward-looking information. This information
generally can be identified by the use of forward-looking words such as
"may", "should", "will", "could", "intend", "estimate", "plan",
"anticipate", "expect", "believe" or "continue", or the negative
thereof or similar variations. In particular, any statements regarding
Caracal's future expectations, beliefs, goals or prospects are or
involve forward-looking information.
Forward-looking information is also necessarily based upon a number of
assumptions that, while considered reasonable by management, are
inherently subject to significant business, economic and competitive
uncertainties and contingencies. Caracal cautions the reader that such
forward-looking information involves known and unknown risks,
uncertainties and other factors that could cause actual results,
performance or achievements of Caracal to differ materially from any
future results, performance or achievements expressed or implied by
such forward-looking information. In addition to general economic
conditions, there are specific risks including, but not limited to, the
possibility that any remaining conditions precedent to the Arrangement
may not be satisfied or waived on the expected Effective Date or prior
to the agreed outside date to complete the Arrangement. Caracal
believes the material factors, expectations and assumptions reflected
in the forward-looking statements are reasonable, but no assurance can
be given that these factors, expectations and assumptions will prove to
Undue reliance should not be placed on the forward-looking statements
contained herein, which are made as of the date hereof and, except as
required by law, Caracal undertakes no obligation to update publicly or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise. The forward-looking statements
contained herein are expressly qualified by this cautionary statement.
SOURCE: Caracal Energy Inc.
For further information:
Caracal Energy Inc.
Gary Guidry, President and Chief Executive Officer
Trevor Peters, Chief Financial Officer
Longview Communications - Canadian Media Enquiries
FTI Consulting - UK Media Enquiries
Ben Brewerton / Ed Westropp
+ 44 (0) 207 8313 3113