RNS Number:0456N
Eni UK Holding PLC
01 February 2008
THIS NOTICE IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM CANADA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
1 February 2008
FOR IMMEDIATE RELEASE
Recommended Offer by Eni UK Holding plc ("Eni Holding") for Burren Energy plc ("
Burren")
Offer declared unconditional in all respects
Further to the announcement on 11 January 2008, Eni Holding, a wholly owned
subsidiary of Eni S.p.A. ("Eni"), is pleased to announce that its recommended
offer for Burren has today been declared wholly unconditional. The Offer will
remain open for acceptance until further notice.
Eni announced on 30 November 2007 that a recommended offer was to be made by Eni
Holding to acquire the entire issued and to be issued share capital of Burren
("the Offer"). The document containing the offer was posted to Burren
Shareholders on 11 December 2007 (the "Offer Document").
Level of acceptances and ownership
As at 1.00pm on 31 January 2008, Eni Holding has received valid acceptances of
the Offer in respect of (and may count towards the satisfaction of the
acceptance condition to the Offer), in aggregate, 84,776,599 Burren Shares
representing approximately 60.07 per cent. of Burren's existing issued share
capital.
In addition, following the posting of the Offer Document, 35,136,033 Burren
Shares representing approximately 24.9 per cent. of Burren's existing issued
share capital have been acquired by Eni Holding.
Accordingly, as at 1.00pm on 31 January 2008, Eni Holding has acquired or
received valid acceptances of the Offer in respect of (and may count towards the
satisfaction of the acceptance condition to the Offer), in aggregate 119,912,632
Burren Shares, representing approximately 84.97 per cent. of Burren's existing
issued share capital.
Of this total, Eni Holding had received valid acceptances pursuant to
irrevocable undertakings to accept or procure the acceptance of the Offer from
the Burren Directors (or their nominees), certain companies associated with
them, and certain Burren senior managers (or their nominees) in respect of their
own shareholdings which amount, in aggregate, to 29,500,589 Burren Shares,
representing approximately 20.91 per cent. of Burren's existing issued share
capital.
As at close of business on 30 January 2008 (the last practicable date prior to
this announcement), Morgan Stanley & Co. International Limited ("Morgan Stanley
"), acting as broker to Eni Holding, held non-exempt short positions totaling
7,744 Burren Shares and no non-exempt long position in Burren Shares.
Save as disclosed herein, neither Eni Holding nor, so far as the Eni Holding
Directors are aware, any person acting in concert with it, including Eni, has
any interest in or right to subscribe for any relevant securities of Burren, nor
are they party to any short positions (whether conditional or absolute and
whether in the money or otherwise) relating to relevant securities of Burren,
including any short positions under derivatives, agreements to sell or any
delivery obligations or rights to require another person to purchase or take
delivery. Neither Eni Holding nor the Eni Holding Directors nor, so far as Eni
Holding is aware, any person acting in concert with Eni Holding, has borrowed or
lent any relevant securities of Burren.
Compulsory acquisition, de-listing and re-registration
As described in the Offer Document, once Eni Holding has received acceptances
under the Offer in respect of 90 per cent. or more of the Burren Shares to which
the Offer relates, and 90 per cent. or more of the voting rights attaching to
Burren's issued share capital, Eni Holding will exercise its rights pursuant to
the provisions of Part 28 of the Companies Act 2006 to acquire compulsorily the
remaining Burren Shares in respect of which the Offer has not been accepted.
As Eni Holding has attained the required 75 per cent. of the voting rights
attaching to Burren's shares, Eni Holding intends to procure that Burren will
make an application for the cancellation of the listing of the Burren Shares on
the Official List and for the cancellation of trading of the Burren Shares on
the Main Market. The cancellation of the listing would significantly reduce the
liquidity and marketability of any Burren Shares not assented to the Offer and
their value may be affected in consequence.
It is also intended that after such cancellation of listing, Burren will be
re-registered as a private company.
Further acceptance of the Offer
The Offer will remain open for acceptance until further notice. Burren
Shareholders who have not yet accepted the Offer are urged to do so as soon as
possible. The procedure for acceptance is set out in paragraph 14 of Part II of
the Offer Document.
For Burren Shareholders who hold their shares in certified form (i.e. not in
CREST), Forms of Acceptance not yet returned should be completed and returned in
accordance with the instructions set out in the Offer Document and in the Form
of Acceptance so as to be received as soon as possible. Additional Forms of
Acceptance are available from Computershare Investor Services PLC by telephoning
0870 889 3232 (from within the UK) or +44 870 889 3232 (from outside the UK).
Settlement of consideration
Settlement of the consideration due under the Offer in respect of acceptances
which have been received and are valid and complete in all respects will be
dispatched by first class post (or by such other method as may be approved by
the Panel) in the case of certificated holders, or credited to the relevant
CREST account in the case of uncertificated holders, on or before 14 February
2008. Settlement of consideration in respect of further acceptances which are
valid and complete in all respects will be dispatched within 14 days of the
receipt of such acceptances.
For Burren Shareholders who validly elect for the Loan Note Alternative
(including in respect of Burren Shares held in uncertificated form), definitive
certificates for the Loan Notes will be despatched by first class post (or by
such other method as may be approved by the Panel) on or before 14 February
2008.
Terms defined in the Offer Document dated 11 December 2007 have the same meaning
in this announcement.
PRESS ENQUIRIES
Eni SpA
Press Office: +39 02 520 31875 or +39 06 598 2398
Switchboard: +39 0659821
ufficio.stampa@eni.it
segreteriasocietaria.azionisti@eni.it
investor.relations@eni.it
Website: www.eni.it
N M Rothschild & Sons Limited
Roger Ader, Neeve Billis or Ed Welsh
+44 (0) 207 280 5000
Finsbury Limited
Mark Harris or Andrew Mitchell
+44 (0) 207 251 3801
The Eni Holding Directors accept responsibility for the information contained in
this announcement. To the best of the knowledge of the Eni Holding Directors
(who have taken all reasonable care to ensure that such is the case), the
information contained in this announcement for which they are taking
responsibility is in accordance with the facts and contains no omission likely
to affect the import of such information.
N M Rothschild & Sons Limited, which is authorised and regulated by the FSA in
the United Kingdom, is acting for Eni Holding and Eni in connection with the
Offer and no one else and will not be responsible to anyone other than Eni
Holding and Eni for providing the protections afforded to clients of N M
Rothschild & Sons Limited nor for providing advice in relation to the Offer or
any matter referred to herein.
This announcement does not constitute, or form part of, an offer or an
invitation to purchase or subscribe for any securities. The Offer is made solely
through the Offer Document, an advertisement in a national newspaper in the UK,
and the Form of Acceptance. Eni Holding has dispatched such documents to Burren
Shareholders (and for information only, participants in the Burren Share
Schemes) and has placed such an advertisement. The Offer Document and the Form
of Acceptance together contain the full terms and conditions of the Offer,
including details of how to accept the Offer. Any acceptance or other response
to the Offer should be made only on the basis of the information contained
within the Offer Document and the Form of Acceptance.
The availability of the Offer to persons who are not resident in the United
Kingdom may be affected by the laws of their relevant jurisdiction. Such
persons should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction. Any failure to comply with such
legal or regulatory requirements may constitute a violation of the securities
law of any such jurisdiction.
In particular, the Offer (including the Loan Note Alternative) is not being made
in or into, and is not capable of acceptance, in whole or in part, in or from
Canada. Accordingly, copies of the Offer Document and the Form of Acceptance
and any related documents are not being, and must not be, mailed or otherwise
forwarded, distributed or sent in or into Canada. Custodians, nominees and
trustees should observe these restrictions and should not send or distribute
documents in or into Canada.
The Loan Notes have not been, and will not be, registered under the US
Securities Act, nor under any laws of any jurisdiction of the United States, the
relevant clearances have not been, and will not be, obtained from the securities
commission of any province of Canada and no prospectus in relation to the Loan
Notes has been, or will be, lodged with, or registered by, the Australian
Securities and Investment Commission or the Japanese Ministry of Finance.
Accordingly, the Loan Notes may not (unless an exemption under the relevant
securities laws is applicable) be offered, sold, resold, delivered or
transferred, directly or indirectly, in or into the United States, Canada,
Australia or Japan or any other jurisdiction if to do so would constitute a
violation of the relevant laws of, or require registration thereof in, such
jurisdiction or to, or for the account or benefit of, a person located in the
United States, Canada, Australia or Japan.
Further details in relation to Overseas Shareholders are contained in the Offer
Document. The Offer Document is made available for public inspection in the
United Kingdom.
This information is provided by RNS
The company news service from the London Stock Exchange
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