Kerman & Co announces that it acted for AIM listed client Bramlin Limited (“Bramlin”) on its takeover by Victoria Oil & Gas Plc (“VOG”) by way of scheme of arrangement under section 105 of the Companies (Guernsey) Law, 2008 (the “Scheme”). The Scheme was the first scheme of arrangement under Guernsey law.
Under the terms of the acquisition, Bramlin shareholders will receive 1.22 new VOG shares for each Bramlin share held.
VOG was seen by the independent directors of Bramlin as an attractive merger partner as it provided an immediate funding solution in the form of the US $5,000,000 secured loan facility and was able to facilitate Bramlin's access to a drilling rig that could be mobilised by year end 2008.
The terms of the Scheme were approved by the shareholders of Bramlin at a court ordered shareholders’ meeting on 5 December 2008, with the scheme sanctioned by the Royal Court of Guernsey on 12 December 2008. It is expected that the new VOG shares will be admitted to trading on AIM by 15 December 2008.
Commenting on behalf of the independent directors of Bramlin, Jim Ford, Chief Executive of Bramlin, said:
"Being part of a larger, more diversified group with strong industry connections will enable Bramlin to achieve its key objectives relating to the development of its Logbaba gas field asset in Cameroon."
Commenting on behalf of the independent directors of VOG, Robert Palmer, Finance Director of VOG, said:
"We are very pleased to complete the acquisition of Bramlin and look forward to working with the Bramlin board to realise the potential of the Logbaba asset."
Joan Yu, leading the Kerman & Co team was delighted to complete the deal before the end of the year:
“With the festive period looming large and commercial pressure on Bramlin to secure a drilling rig by the end of the year, everybody on the deal worked to an aggressive timetable to ensure the Scheme was sanctioned and implemented before Christmas. From the date of the ‘kick-off’ meeting, the scheme document was posted to Bramlin shareholders within five weeks.”
Joan Yu, a Partner in the Corporate team led the Kerman & Co team, supported by Assistant Solicitors, Michael Corcoran and Jaspal Sekhon and Paralegal, Faten Chafi.
Keith Bell at Babbé solicitors provided Guernsey legal advice to Bramlin in relation to the Scheme. Zimmerman Adams Limited acted as Bramlin’s nominated adviser, with Fox-Davies Capital Limited as the Rule 3 Adviser.
Victoria Oil & Gas was represented by Fladgates LLP, with Strand Partners Limited as VOG’s nominated adviser.
