(GTL) GTL Resources

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

12 January 2012

RECOMMENDED CASH OFFER

for

GTL Resources PLC ("GTL" or the "Company")

by

Sinav Limited("Sinav")

Court Sanction of Scheme of Arrangement

In connection with the Scheme of Arrangement to effect the Acquisition, GTL is pleased to announce that the Scheme was sanctioned by the Court earlier today. 

The Acquisition remains subject to the confirmation by the Court of the associated Capital Reduction at the Reduction Court Hearing on 16 January 2012 and the delivery of the Court Orders to the Registrar of Companies. Subject to the Court confirming the Capital Reduction at the Reduction Court Hearing, it is anticipated that the Scheme will become Effective on Tuesday, 17 January 2012 and that admission of the GTL Shares to trading on AIM will be cancelled with effect from 7.00 a.m. on Tuesday, 17 January 2012.

Sinav announces that valid elections for the Unlisted Securities Alternative as at 1.00 p.m. on 12 January 2012 (being the latest time by which Forms of Election for the Unlisted Securities Alternative and TTE Instructions in respect of the same had to be received) were received in respect of, in aggregate, 1,558,756 Scheme Shares, representing approximately 4.87 per cent. of the issued ordinary share capital of GTL. Accordingly, the threshold for the implementation of the Unlisted Securities Alternative has not been reached and GTL Shareholders who elected for the Unlisted Securities Alternative will instead receive Cash Consideration in respect of the Scheme Shares which were subject to such elections, in accordance with the terms of the Offer.

Terms used in this announcement shall (unless the context otherwise requires) have the same meanings as set out in the Scheme Document dated 19 November 2011.

A copy of this announcement will be made available on GTL's website at www.gtlresources.com/investor-relations as soon as practicable.

Enquiries:

Sinav Limited

Christopher Mills, Director                                   Tel: +44 (0) 207 747 5678

Strand Hanson Limited

(Financial Adviser to Sinav and Harwood Capital)

Simon Raggett                                                   Tel: +44 (0) 207 409 3494

Matthew Chandler

GTL Resources PLC

Julia Henderson, Non-Executive Chairman            Tel: +44 (0) 207 397 8928(via Cenkos Securities plc)

Richard Ruebe, Group Chief Executive Officer       Tel: +1 (0) 6307731226  

Cenkos Securities Plc

(Financial and Nominated Adviser and Broker to GTL)

Nicholas Wells                                                  Tel: +44 (0) 207 397 8928

Adrian Hargrave

Cenkos Securities, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for GTL and no one else in connection with the Acquisition and will not be responsible to anyone other than GTL for providing the protections afforded to clients of Cenkos Securities nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to herein.

Strand Hanson, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Sinavand Harwood Capital and no one else in connection with the Acquisition and will not be responsible to anyone other than Sinav and Harwood Capital for providing the protections afforded to clients of Strand Hanson nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to herein.

You may request a hard copy of this announcement (and any information incorporated by reference in this announcement) by contacting Cenkos Securities during business hours on 020 7397 8900 or by submitting a request in writing to Cenkos Securities at 6-8 Tokenhouse Yard, London EC2R 7AS.  It is important that you note that unless you make such a request, a hard copy of this announcement and any such information incorporated by reference in it will not be sent to you. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form.

This announcement is for information purposes only and is not intended to and does not constitute or form part of an offer to sell or invitation to purchase any securities or the solicitation of any vote for approval in any jurisdiction, nor shall there be any sale, issue or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law. The Offer is being made solely through the Scheme Document and the accompanying Forms of Proxy and, for holders of certificated GTL Shares, the Form of Election, which together contain the full terms and conditions of the Offer. Any response in relation to the Offer should be made only on the basis of the information contained in the Scheme Document or any document by which the Offer is made.

The availability of the Offer, the Unlisted Securities Alternative and the release, publication and distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons who are not resident in the United Kingdom into whose possession this announcement comes should inform themselves about and observe any such restrictions.  Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement has been prepared for the purpose of complying with English law, the Code and the AIM Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

Sinav Shares have not been and will not be registered under the US Securities Act or under the securities laws of any state in the United States.  The Unlisted Securities Alternative is not being made available to Scheme Shareholders who are US Persons. Accordingly, Scheme Shareholders who are US Persons shall receive cash notwithstanding any election made by them for the Unlisted Securities Alternative, and there shall be no issuance of Sinav Shares to such Scheme Shareholders.

No steps have been taken, nor will any be taken, to enable Sinav Share Units to be offered in compliance with the applicable securities laws of Canada or Japan and no prospectus in relation to Sinav Share Units has been, or will be, lodged with or registered by the Australian Securities and Investments Commission.  Accordingly, Sinav Share Units may not be offered, sold, resold, taken up, delivered or transferred, directly or indirectly, in or into Canada, Japan or Australia (except in transactions exempt from or not subject to the registration requirements of the relevant securities laws of Canada, Japan or Australia).

Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of GTL or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) GTL and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of GTL or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of GTL or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of GTL or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) GTL and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of GTL or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by GTL and by any offeror and Dealing Disclosures must also be made by GTL, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.