Recommended cash offer (the Offer) for Amerisur Resources plc (Amerisur) by GeoPark Colombia S.A.S. (the GeoPark Colombia), a wholly owned subsidiary of GeoPark Limited (GeoPark).
THIS SECTION OF THE WEBSITE (THE MICRO-SITE) CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION RELATING TO THE OFFER (TOGETHER, THE INFORMATION). THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY. THE AVAILABILITY OF THE INFORMATION IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
ACCESS TO THE MICRO-SITE MAY BE RESTRICTED UNDER THE SECURITIES LAWS OF CERTAIN JURISDICTIONS. IN PARTICULAR, THE INFORMATION IS NOT DIRECTED AT, AND IS NOT ACCESSIBLE BY, PERSONS RESIDENT, OR OTHERWISE LOCATED, IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
Basis of access to the Micro-Site
Please read this notice carefully before clicking "I agree" or "I disagree" below. This notice applies to all persons who view the Micro-Site. This notice may be amended or updated by GeoPark Colombia from time to time and accordingly it should be read carefully in full each time you wish to view the Micro-Site. In addition, the content of the Micro-Site, and its availability to persons resident in certain jurisdictions, may be amended at any time in whole or in part at the sole discretion of GeoPark Colombia.
Any person seeking access to the Micro-Site represents and warrants to GeoPark Colombia that they are doing so for information purposes only. Making the Information available does not constitute an offer to sell or the solicitation of an offer to buy shares in Amerisur. Further, it does not constitute a recommendation by GeoPark Colombia or any other party to sell or buy securities in Amerisur.
The Offer cannot be validly accepted by holders of Amerisur shares or any other persons through means of downloading any Information from this Micro-Site.
Amerisur shareholders should seek advice from an independent financial adviser as to the suitability of any action for the individual concerned in connection with the Offer. Any shareholder action required in connection with the Offer will be set out in documents sent to or made available to Amerisur’ shareholders and any decision made by such shareholders should be made solely and only on the basis of information provided in those documents.
Viewing the Information in jurisdictions other than the United Kingdom may be prohibited or restricted by applicable law and regulation. In some jurisdictions, only certain categories of person are allowed to view the Information. Any person resident outside the United Kingdom who wishes to view the Information must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so.
Copies of any documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, transmitted, distributed, sent or accessed in or into or from any jurisdiction where to do so would violate the laws in that jurisdiction (a Restricted Jurisdiction). Persons receiving such documents (including, without limitation, custodians, nominees and trustees) should observe these restrictions and must not mail or otherwise forward, transmit, distribute or send them in or into or from any Restricted Jurisdiction.
If you are not permitted to download or view the Information, or if downloading or viewing the Information would result in a breach of the above, or if you are in any doubt as to whether you are permitted to download or view the Information, please exit this webpage by clicking on the "I disagree" box below.
This part of the website contains information that has been prepared for the purpose of complying with English law and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this information had been prepared in accordance with the laws of jurisdictions outside of England.
Notice to US investors
Shareholders of Amerisur ordinarily resident in the US or with a registered address in the US (and any custodian, nominee or trustee holding Amerisur shares for persons in the US or with a registered address in the US) (US Holders) should note that the Offer relates to the securities of an English company and is subject to UK disclosure requirements and practices (which are different from those of the US).
The Offer may be effected by means of a scheme of arrangement or a takeover offer. A scheme of arrangement under English company law is not subject to the tender offer rules under the US Exchange Act of 1934 and the rules and regulations promulgated thereunder (as amended) (the US Exchange Act), and the proxy solicitation rules under the US Exchange Act would not apply to such an offer. A scheme of arrangement would be subject to UK disclosure requirements and practices, which are different from the disclosure requirements of the US tender offer and proxy solicitation rules. Any financial information included in this section of the website has been prepared in accordance with International Financial Reporting Standards (IFRS), and thus may not be comparable to financial information of companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. If GeoPark Colombia were to implement the Offer by way of a takeover offer, any such takeover offer would be made in compliance with applicable US tender offer and securities laws and regulations.
It may be difficult for US Holders to enforce their rights and claims arising out of the US federal securities laws, since GeoPark Colombia and Amerisur are located in countries other than the US, and some or all of their officers and directors may be residents of countries other than the US. US Holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.
Forward looking statements
The Information may contain "forward-looking statements" relating to Amerisur, GeoPark and GeoPark Colombia and the business sectors in which they operate. All statements other than statements of historical facts included in this announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "goals", "should", "would", "could", "continue", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "hopes", "projects" or words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Amerisur's or GeoPark's operations and potential synergies resulting from the Transaction; and (iii) the effects of government regulation on Amerisur's or GeoPark's business. Such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. Amerisur, GeoPark and GeoPark Colombia disclaim any obligation to update any forward looking or other statements contained herein, except as required by applicable law or regulation.
Unless expressly stated otherwise, no statement contained or referred to in this Microsite is intended to be a profit forecast or profit estimate and no such statement should be interpreted to mean that the earnings or future earnings per share of or dividends or future dividends per share of GeoPark and/or Amerisur for current or future financial years will necessarily match or exceed the historical or published earnings or dividends per share of GeoPark or Amerisur, as appropriate.
In relation to any Information, the only responsibility accepted by GeoPark and GeoPark Colombia is for the correctness of its reproduction, unless the responsibility statement in any relevant document expressly provides otherwise.
Neither GeoPark nor GeoPark Colombia nor their affiliated companies have reviewed and none of them are responsible for, or accepts any liability in respect of, any information on any other website that may be linked to this website by a third party.
If you are in any doubt about the contents of the Micro-Site or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.
N.M. Rothschild & Sons Limited, authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for GeoPark and no-one else in connection with the Offer and will not be responsible to anyone other than GeoPark for providing the protections afforded to clients of N.M. Rothschild & Sons Limited or for providing advice in relation to the Offer or any other matter referred to in the Information.
THE DOCUMENTS IN THE MICRO-SITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
This notice shall be governed by, and interpreted in accordance with, English law.
Confirmation of understanding and acceptance of this notice
By clicking on "I agree" below, you:
- confirm that you have read, understood and agree to be bound by the terms of the notice set out above;
- warrant and represent that you are not a resident of, or otherwise located in any jurisdiction where accessing the Information would constitute a violation of the relevant laws or regulation s
of that jurisdiction (or acting on behalf of any person resident of or otherwise located in any such jurisdiction); and
- agree that you will not transmit or otherwise send (directly or indirectly) any Information to any person in any jurisdiction if to do so would breach any applicable law or regulation.
If you click I disagree below, we will be unable to provide you with access to the Information and you will be redirected to GeoPark’s homepage.