Other Notices
PREMIER OIL PLC
Company Number: SC234781
PREMIER OIL UK LIMITED
Company Number: SC048705
In (1) a Petition presented to the Court of Session (the “Court”) on 23 December 2020 at the instance of Premier Oil plc, a public company incorporated under the Companies Acts (Company No. SC234781) and with its registered office at Saltire Court, 20 Castle Terrace, EH1 2EN (the “Parent Company”); and (2) a Petition presented to the Court on 23 December 2020 at the instance of Premier Oil UK Limited, a private company incorporated under the Companies Acts (Company No. SC048705) and with its registered office at Saltire Court, 20 Castle Terrace, EH1 2EN (“POUK”), each Petition being for sanction of a compromise or arrangement (the “Restructuring Plans”) under Part 26A of the Companies Act 2006 (the “2006 Act”) and between (1) the Parent Company and two classes of its creditors; and (2) POUK and two classes of its creditors (the two classes of creditors in respect of each company being together defined in the Restructuring Plan (as defined below) as the “Restructuring Plan Creditors”), by virtue of orders made by the Court dated 25 January 2021 (the “Orders”), the Court has ordered that meetings (the “Restructuring Plan Meetings”) be summoned of (1) the Parent Company Senior Restructuring Plan Creditors (the "Parent Company Restructuring Plan Senior Meeting"); (2) the Parent Company Super Senior RCF/LC Facility Restructuring Plan Creditors (the “Parent Company Restructuring Plan Super Senior Meeting”); (3) the POUK Senior Restructuring Plan Creditors (the “POUK Restructuring Plan Senior Meeting”); and (4) the POUK Super Senior RCF/LC Facility Restructuring Plan Creditors (the “POUK Restructuring Plan Super Senior Meeting”) (Parent Company Senior Restructuring Plan Creditors, Parent Company Super Senior RCF/LC Facility Restructuring Plan Creditors, POUK Senior Restructuring Plan Creditors and POUK Super Senior RCF/LC Facility Restructuring Plan Creditors are defined in the explanatory statement in relation to the Restructuring Plans published on 25 January 2021 by the Parent Company and POUK and which is required to be furnished pursuant to section 901D of the Companies Act 2006 (the “Explanatory Statement”)) for the purpose of considering and, if thought fit, approving, with or without modification, the Restructuring Plans.
A capitalised term used in this notice and not otherwise defined herein shall have the meaning given to it in the Explanatory Statement.
A copy of the Restructuring Plan (which comprises the composite restructuring plans between the Parent Company, POUK, and their respective Restructuring Plan Creditors) is set out in the Explanatory Statement. A paper copy of the Explanatory Statement is available free of charge upon request to Lucid Issuer Services Limited (the “Information Agent”) at premieroil@lucid-is.com. Electronic copies of the Explanatory Statement, the Proxy and Election Form, the Account Holder Letters, and the documents summarised in Part B (Summary of the terms of certain Debt Restructuring and Interim Maturity Extension documents) of the Explanatory Statement are available to download free of charge from the Restructuring Plans Website (www.lucid-is.com/premieroil).
Parent Company Senior Restructuring Plan Creditors and Parent Company Super Senior RCF/LC Facility Restructuring Plan Creditors (the “Parent Company Restructuring Plan Creditors”) will be required to vote at the relevant meetings (the "Parent Company Restructuring Plan Meetings") on the following resolution in respect of the restructuring plan of the Parent Company:
"THAT this Restructuring Plan Meeting approves, with or subject to any modification, addition or condition approved or imposed by the Court, the restructuring plan under Part 26A of the Companies Act 2006 between Premier Oil plc and its Restructuring Plan Creditors as set out in the Explanatory Statement dated 25 January 2021 and published by Premier Oil plc, a copy of which has been submitted to the Restructuring Plan Meeting and signed by the Chairman of the Restructuring Plan Meeting for the purpose of identification."
POUK Senior Restructuring Plan Creditors and POUK Super Senior RCF/LC Facility Restructuring Plan Creditors (the “POUK Restructuring Plan Creditors”) will be required to vote at the relevant meetings (the "POUK Restructuring Plan Meetings") on the following resolution in respect of the restructuring plan of POUK:
"THAT this Restructuring Plan Meeting approves, with or subject to any modification, addition or condition approved or imposed by the Court, the restructuring plan under Part 26A of the Companies Act 2006 between Premier Oil UK Limited and its Restructuring Plan Creditors as set out in the Explanatory Statement dated 25 January 2021 and published by Premier Oil UK Limited, a copy of which has been submitted to the Restructuring Plan Meeting and signed by the Chairman of the Restructuring Plan Meeting for the purpose of identification."
The Restructuring Plan Meetings will be held via webinar on 22 February 2021 and will commence in the following order with each Restructuring Plan Meeting starting immediately after the preceding Restructuring Plan Meeting finishes (other than in the case of the Parent Company Restructuring Plan Senior Meeting which will start at 10am) at which all those Restructuring Plan Creditors are invited to attend and vote either in person via webinar (including through a corporate representative) or by proxy.
1. The Parent Company Restructuring Plan Senior Meeting
2. The POUK Restructuring Plan Senior Meeting
3. The Parent Company Restructuring Plan Super Senior Meeting
4. The POUK Restructuring Plan Super Senior Meeting
It would be advisable for Restructuring Plan Creditors wishing to attend any Restructuring Plan Meeting via webinar (rather than appointing a proxy) to log into the meeting (using the details to be provided by the Information Agent) by no later than 9.30am on 22 February 2021.
Restructuring Plan Creditors who wish to vote at a Restructuring Plan Meeting via webinar may contact the Information Agent at premieroil@lucid-is.com, prior to the date of the Restructuring Plan Meetings, to obtain the instructions for joining the Restructuring Plan Meetings.
The quorum for each Restructuring Plan Meeting is two Restructuring Plan Creditors present in person (via webinar) (including, in the case of a Restructuring Plan Creditor which is a corporation, by a corporate representative), or by proxy.
Unless otherwise stated, all references in this notice to times are to London time.
Each Parent Company Restructuring Plan Creditor may vote at the Parent Company Restructuring Plan Senior Meeting and each POUK Restructuring Plan Creditor may vote at the POUK Restructuring Plan Senior Meeting.
Please note that, unless you are a Super Senior RCF/LC Facility Creditor, you should attend only the Parent Company Restructuring Plan Senior Meeting and the POUK Restructuring Plan Senior Meeting. Only Super Senior RCF/LC Facility Creditors are entitled to attend the Parent Company Restructuring Plan Super Senior Meeting and the POUK Restructuring Plan Super Senior Meeting.
Each Restructuring Plan Creditor may vote in person via webinar (including through a corporate representative) at each Restructuring Plan Meeting that they are entitled to attend, or they may appoint another person as their proxy to attend via webinar, speak and vote in their place. A proxy need not be a Restructuring Plan Creditor. A Proxy and Election Form, Retail Bond Account Holder Letter and CREST Account Holder Letter for use at the Restructuring Plan Meetings will be provided to Restructuring Plan Creditors. Completion and return of a Proxy and Election Form or Account Holder Letter (as applicable) will not preclude a Restructuring Plan Creditor from attending and voting in person via webinar at the Restructuring Plan Meetings, or any adjournment thereof. The Proxy and Election Form, Retail Bond Account Holder Letter and/or CREST Account Holder Letter (as applicable), in order to be valid, should be completed and signed in accordance with the instructions in the Explanatory Statement and printed on the Proxy and Election Form, Retail Bond Account Holder Letter or CREST Account Holder Letter (as applicable), and submitted by the Forms Submission Deadline being 5 pm on 18 February 2021. The Chairman has the power to accept a Proxy and Election Form, Retail Bond Account Holder Letter or CREST Account Holder Letter which does not comply with these requirements.
With the exception of CIN (Belgium) Limited (“CIN”), each Restructuring Plan Creditor is only entitled to vote one way at each Restructuring Plan Meeting in respect of all participations held in the Restructuring Plan Debt Facilities and Restructuring Plan Creditors are not permitted to split their vote (i.e. for or against each of the Restructuring Plans) in respect of different participations in the Restructuring Plan Debt Facilities including, for the avoidance of doubt, any participations held by a Restructuring Plan Creditor for and on behalf of any Sub-Participant or Unsettled Trade Creditors.
Entitlements to vote shall be assessed as at the Record Time being 5pm on 18 February 2021. Entitlements to Restructuring Plan Consideration shall be assessed as at the Calculation Date and finally determined as at the Allocation Date.
In order for a creditor to have the right to vote as a Restructuring Plan Creditor at the relevant Court Meeting, they must also be admitted to vote in respect of their Restructuring Plan Claim by the Chairman.
To avoid double counting, the Retail Bond Trustee and the Common Depository have confirmed in writing that they will not exercise any voting rights to which they may be entitled as a Restructuring Plan Creditor. CIN will assign its voting rights in respect of the Restructuring Plans to the CREST Account Holders who act on the instructions of the CDI Holders.
It is requested that the Proxy and Election Form or Account Holder Letter, as applicable, be submitted online via the Restructuring Plans Website or via email in pdf form to premieroil@lucid-is.com as soon as possible and in any event not later than the Forms Submission Deadline. Restructuring Plan Creditors or Account Holders (if not Restructuring Plan Creditors) who are unable to submit the Proxy and Election Form or Account Holder Letter, as applicable, before the Forms Submission Deadline should contact the Information Agent at premieroil@lucid-is.com. In respect of Retail Bondholders, the Chairman of the Restructuring Plan Meetings will only accept Retail Bond Account Holder Letters delivered to the Information Agent after the Forms Submission Deadline if those Retail Bondholders have also submitted valid Blocking Instructions in respect of those Retail Bonds by 5 pm on 17 February 2021. In respect of CDI Holders, the Chairman of the Restructuring Plan Meetings will only accept CREST Account Holder Letters delivered to the Information Agent after the Forms Submission Deadline if those CDI Holders have also submitted valid CREST TTE Instructions in respect of those CDIs by 1.30pm on 16 February 2021.
A Restructuring Plan Creditor which is a corporation has the right to attend, speak and vote at the Restructuring Plan Meetings by one or more corporate representatives who have been appointed in writing, provided that no more than one more corporate representative may be appointed in respect of the same Restructuring Plan Claim. The Chairman may require a corporate representative to produce to the Information Agent, on his behalf, his written authority to attend and vote at the Restructuring Plan Meeting at any time before the start of the Restructuring Plan Meeting.
A Restructuring Plan Creditor who has indicated in its Proxy and Election Form or Account Holder Letter (as applicable) that it wishes to attend a Restructuring Plan Meeting via webinar will be sent instructions for joining the meeting from the Information Agent to the contact information provided in the Proxy and Election Form or Account Holder Letter (as applicable), upon the Restructuring Plan Companies and/or their legal advisers being satisfied that the Restructuring Plan Creditor and/or its representative requesting the same has provided evidence of its identity and/or its authority to represent the Restructuring Plan Creditor on or before the Restructuring Plan Meeting (for example, copies of ID information, a valid power of attorney and/or board resolution).
By the Orders, the Court has appointed Richard Rose, or, if for any reason he is unable so to act, Tom Vickers of Slaughter and May, to act as the Chairman of the Restructuring Plan Meetings and has directed the Chairman to report the result of the meetings to the Court.
The restructuring plans for the Parent Company and POUK will each be subject to the subsequent approval of the Court.
Any Restructuring Plan Creditor that is unclear about, or has any questions concerning the action it is required to take, should contact the Information Agent at premieroil@lucid-is.com.
DATED 29 January 2021
Slaughter and May
One Bunhill Row, London EC1Y 8YY
English Solicitors for Premier Oil plc
CMS Cameron McKenna Nabarro Olswang LLP
Saltire Court, 20 Castle Terrace, Edinburgh EH1 2EN
Scottish Solicitors for Premier Oil plc
