On 25 November 2021, the boards of Vivo Energy plc (the "Company" or "Vivo") and BidCo announced that they had reached agreement on the terms of a recommended cash offer for all of the issued and to be issued ordinary share capital of the Company not already owned by the Existing Vitol Shareholders (the "Offer"). The Offer is to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Act (the "Scheme"). Full details of the Offer are set out in the Scheme Document published on 17 December 2021 (the "Scheme Document"). Unless otherwise defined, capitalised terms used in this Announcement have the same meanings as set out in the Scheme Document.
On 22 July 2022, Vivo announced that the Court had sanctioned the Scheme.
Vivo is pleased to announce that the Court Order has been delivered to the Registrar of Companies today and, accordingly, the Scheme has now become effective in accordance with its terms.
Under the terms of the Scheme, holders of Vivo Shares are entitled to receive USD $1.79 for each Vivo Share held at the Scheme Record Time (6.00 p.m. on 22 July 2022). Holders of Vivo Shares (except the Helios entities, which have each agreed to waive the right to receive the 2022 Special Dividend) are entitled to receive the 2022 Special Dividend of USD $0.02 for each Vivo Share held at the 2022 Special Dividend Record Date (6.00 p.m. on 22 July 2022). The latest date for the despatch of cheques to Scheme Shareholders and settlement through CREST is 8 August 2022.
Dealings in Vivo Shares on the premium listing segment of the Official List and on the London Stock Exchange were suspended with effect from 7.30 a.m. on 25 July 2022. Applications have been made to the FCA and the London Stock Exchange in relation to the delisting of Vivo Shares from the Official List and cancellation of the admission to trading of Vivo Shares on the main market of the London Stock Exchange, which are each expected to take place at 8.00 a.m. on 26 July 2022.
Vivo Shareholders on the South African Branch Register
As announced on 20 July 2022, Vivo Shareholders who hold Vivo Shares on the South African Branch Register are entitled to receive 3058.42085 ZA cents for each Vivo Share held at the Record Date on the JSE (27 July 2022). Vivo Shareholders who hold Vivo Shares on the South African Branch Register are entitled to receive 34.17230 ZA cents in connection with the 2022 Special Dividend for each as Vivo Share held at the Record Date on the JSE (27 July 2022). The latest date for settlement through the Strate system or by electronic funds transfer is 28 July 2022.
Listing of Vivo Shares on the JSE was suspended with effect from 9.00 a.m. (SAST) on 25 July 2022.
An application has been made for the cancellation of the listing of Vivo Shares on the JSE, which is expected to take effect from 29 July 2022.
