TIDMCOV
RNS Number : 2168K
PTT Exploration & Prod PublicCo Ltd
17 August 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
17 August 2012
Recommended Cash Offer
by
PTTEP Africa Investment Limited (a wholly-owned subsidiary of
PTT Exploration and Production Public Company Limited)
for
Cove Energy plc
Offer Update - Offer Wholly Unconditional
Offer declared wholly unconditional
Further to its announcement on 31 July 2012 that the Acceptance
Condition had been satisfied, PTTEP AI today announces that all of
the conditions to the recommended Offer for Cove have been
satisfied or waived and, accordingly, the Offer is declared wholly
unconditional.
The Offer will remain open until further notice and at least 14
days' notice will be given of the closing of the Offer. Cove
Shareholders who have not yet accepted the Offer are urged to do so
without delay.
Level of Acceptances
As at 1:00 p.m. (London time) on 16 August 2012, PTTEP AI had
received valid acceptances from Cove Shareholders in respect of
463,082,225 Cove Shares representing approximately 94.32% per cent.
of the existing issued share capital of Cove, which PTTEP AI may
count towards the satisfaction of the acceptance condition to the
Offer. So far as PTTEP AI is aware, none of these acceptances have
been received from persons acting in concert with PTTEP AI.
Extension of the Offer and further acceptances
The Offer remains open for acceptance until further notice. At
least 14 days' notice will be given to those Cove Shareholders who
have not then accepted the Offer prior to the closing of the Offer.
Cove Shareholders who have not yet accepted the Offer are urged to
do so as soon as possible.
-- If you hold Cove Shares in certificated form (that is, not in
CREST), you should complete and return the Form of Acceptance
(together with your share certificate(s) and/or other relevant
document(s) of title) as soon as possible and in any event so as to
be received by the Receiving Agent, Computershare Investor Services
(Ireland) Limited, by post at P.O. Box 954, Business Reply Centre,
Dublin 18, Ireland, or by hand (during normal business hours only)
at Heron House, Corrig Road, Sandyford Industrial Estate, Dublin
18, Ireland.
-- If you hold your Cove Shares in uncertificated form (that is,
in CREST), you should ensure that an Electronic Acceptance is made
by you or on your behalf.
Full details of how to accept the Offer are set out in the Offer
Document, a copy of which is available on PTTEP's website at
http://www.pttep.com/en/investorRelations.aspx.
Delisting
As PTTEP AI is in receipt of valid acceptances in respect of at
least 75% of the voting rights of Cove, PTTEP has requested that
Cove applies to the London Stock Exchange for the cancellation of
trading in Cove Shares on AIM on 20 Business Days' notice.
Such cancellation will reduce the liquidity and marketability of
any Cove Shares not assented to the Offer at that time.
It is also proposed that, after Cove Shares are delisted, Cove
will be re-registered as a private company.
Compulsory acquisition
PTTEP AI understands that Cove will today conditionally allot
17,917,647 new ordinary shares of 1p each in Cove as a result of
the exercise of options by Directors and a consultant of Cove (the
"New Shares"). The New Shares will be allotted conditionally upon
admission to AIM and an application will be made for the New Shares
to be admitted to AIM. The New Shares will be accepted to the Offer
pursuant to a cashless exercise facility made available by PTTEP AI
to the optionholders. It is expected that admission to AIM will
occur on or around 23 August 2012 and the New Shares will be
accepted to the Offer immediately thereafter.
The right to compulsorily acquire the remaining Cove Shares will
be exercised once the New Shares have been admitted to AIM and
accepted to the Offer based on the acceptance level and issued
share capital at that point. A further announcement will be made at
the commencement of the compulsory acquisition procedure.
Settlement
The consideration to which any Cove Shareholder is entitled
under the Offer will be settled (i) in the case of valid
acceptances received on or before 1.00 p.m. on 17 August 2012, on
or before 31 August 2012; and (ii) in the case of valid acceptances
received after 1.00 p.m. on 17 August 2012 but while the Offer
remains open for acceptance, within 14 days of such receipt, in
each case in the manner described in the Offer Document.
Interests in relevant securities
As at close of business on 15 August 2012 (being the latest
practicable date prior to the publication of this announcement),
neither PTTEP AI, nor any person acting in concert with PTTEP AI,
is interested in, or has any rights to subscribe for, any relevant
securities of Cove, nor does any such person have any short
position (whether conditional or absolute and whether in the money
or otherwise), including any short position under a derivative or
any arrangement in relation to any relevant securities of Cove. For
these purposes, "arrangement" includes any agreement to sell or any
delivery obligation or right to require another person to purchase
or take delivery of any relevant securities of Cove and any
borrowing or lending of any relevant securities of Cove which have
not been on-lent or sold and any outstanding irrevocable commitment
or letter of intent with respect to any relevant securities of
Cove.
A copy of this announcement will be made available free of
charge, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on PTTEP's website at
http://www.pttep.com/en/investorRelations.aspx by no later than 12
noon (London time) on 20 August 2012.
Capitalised terms used in this announcement have the meanings
given to them in the Offer Document.
Enquiries:
PTT Exploration and Production Public Company Limited (Investor
relations)
Energy Complex Building A
6th Floor & 19th -36th Floor
555/1 Vibhavadi Rangsit Road
Chatuchak, Chatuchak
Bangkok 10900 Thailand
Phone: +66 (0) 2537 4000
Fax: +66 (0) 2537 4444
E-mail: IR@pttep.com
UBS Investment Bank (Financial adviser to PTTEP) +44 (0) 20 7567 8000
Jonathan Rowley
Philip Wolfe
Gerhard Riegler
Brunswick Group (PR adviser to PTTEP) +44 (0) 20 7404 5959
Andrew Mitchell
Patrick Handley
Will Carnwath
UBS, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively as
financial adviser to PTTEP and PTTEP AI in relation to the Offer
and no-one else and will not be responsible to anyone other than
PTTEP and PTTEP AI for providing the protections offered to clients
of UBS or for providing advice in relation to the Offer or the
contents of this announcement or any transaction or arrangement
referred to herein. UBS does not accept any responsibility
whatsoever to any person other than PTTEP or PTTEP AI for the
contents of this announcement or for any statement made or
purported to be made by it or on its behalf in connection with the
Offer. UBS accordingly disclaims all and any liability whether
arising in tort, contract or otherwise which it might otherwise
have in respect of this announcement or any such statement.
This announcement is for information purposes only and is not
intended to be, and does not constitute or form any part of, any
offer to sell or subscribe for or any invitation to purchase or
subscribe for any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Offer or otherwise.
This announcement does not constitute a prospectus or prospectus
equivalent document. The Offer is made solely pursuant to the terms
of the Offer Document which contains the full terms and conditions
of the Offer, including details of how to accept the Offer. Any
decision in respect of, or other response to, the Offer should be
made only on the basis of the information contained in the Offer
Document.
Overseas Jurisdictions
The laws of relevant jurisdictions may affect the availability
of the Offer to persons who are not citizens, residents or
nationals of the United Kingdom. Persons who are not resident in
the United Kingdom, or who are citizens, residents or nationals of
a jurisdiction outside of the United Kingdom, should inform
themselves about and observe any applicable legal and regulatory
requirements. Any failure to comply with the laws and regulatory
requirements of the relevant jurisdiction may constitute a
violation of the securities laws of such jurisdiction.
Unless otherwise determined by PTTEP AI or required by the
Takeover Code and permitted by applicable law and regulation, the
Offer is not and will not be made, directly or indirectly, in or
into, or by the use of the mails of, or by any means or
instrumentality (including, without limitation, by mail,
telephonically or electronically by way of internet or otherwise)
of interests or foreign commerce of, or by any facilities of a
national, state or other securities exchange of any Restricted
Jurisdiction, and the Offer may not be accepted by any other such
use, means, instrumentality or facility from or within any
Restricted Jurisdiction. Accordingly, unless otherwise determined
by PTTEP AI or required by the Takeover Code and permitted by
applicable law and regulation, copies of this announcement and any
other documents related to the Offer are not being, and must not
be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from any Restricted Jurisdiction.
All persons receiving this announcement (including, without
limitation, custodians, nominees and trustees) should observe these
restrictions and any applicable legal or regulatory requirements of
their jurisdiction and must not mail or otherwise
forward, send or distribute this announcement in, into or from
any Restricted Jurisdiction.
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and/or regulation and therefore any persons who are subject to
the laws and regulations of any jurisdiction other than the United
Kingdom should inform themselves about, and observe, any applicable
requirements.
The Offer is for the securities of a corporation organised under
the laws of England and is and will be subject to the procedure and
disclosure requirements of England. Since this announcement has
been prepared in accordance with English law and the Takeover Code,
the information disclosed may not be the same as that which would
have been prepared in accordance with the laws of jurisdictions
outside England.
Notice to US investors
The Offer is being made for securities of a corporation
organized under the laws of England, and Cove Shareholders in the
United States should be aware that this announcement, the Offer
Document and any other documents relating to the Offer have been or
will be prepared in accordance with the Takeover Code, the AIM
Rules and UK disclosure requirements, format and style, all of
which differ from those generally applicable in the United States.
The financial statements of PTTEP and Cove and all financial
information that is included in this announcement, or that may be
included in the formal offer documentation or any other documents
relating to the Offer, have been or will be prepared otherwise than
in accordance with US GAAP and may not be comparable to the
financial statements or other financial information of US
companies.
The Offer is for the securities of a non-US company which does
not have securities registered under Section 12 of the US
Securities Exchange Act. The Offer is being made in the United
States pursuant to Section 14(e) of, and Regulation 14E under, the
US Securities Exchange Act, subject to the exemptions provided by
Rule 14d-1 under the US Securities Exchange Act and otherwise in
accordance with the requirements of the Takeover Code. Accordingly,
the Offer is and will be subject to disclosure and other procedural
requirements, including with respect to withdrawal rights, offer
timetable, settlement procedures and timing of payments that are
different from those applicable under US domestic tender offer
procedures and laws. In the United States, the Offer will be deemed
made solely by PTTEP AI and not by any of its financial
advisers.
In accordance with, and to the extent permitted by, the Takeover
Code, normal UK market practice and Rule 14e-5 under the US
Securities Exchange Act, PTTEP AI or its nominees, or its brokers
(acting as agents) or their respective affiliates may from time to
time make certain purchases of, or arrangements to purchase, Cove
Shares outside the United States, other than pursuant to the Offer,
before or during the period in which the Offer remains open for
acceptance. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices.
Such purchases, or arrangements to purchase, will comply with all
applicable UK rules, including the Takeover Code and the rules of
the London Stock Exchange, and Rule 14e-5 under the US Securities
Exchange Act to the extent applicable. In addition, in accordance
with, and to the extent permitted by, the Takeover Code, normal UK
market practice and Rule 14e-5 under the US Securities Exchange
Act, UBS and its respective affiliates will continue to act as
exempt principal traders in Cove Shares on the London Stock
Exchange and engage in certain other purchasing activities
consistent with their respective normal and usual practice and
applicable law. Any information about such purchases will be
disclosed as required in the UK and will be available to all
investors (including Cove Shareholders in the United States) from
any Regulatory Information Service including the Regulatory News
Service on the London Stock Exchange website,
www.londonstockexchange.com.
Each Cove Shareholder in the United States is urged to consult
with his independent professional adviser regarding any acceptance
of the Offer including, without limitation, to consider the tax
consequences associated with such shareholder's acceptance of the
Offer.
Neither the SEC nor any other United States state securities
commission has approved or disapproved the Offer, or passed
judgment upon the adequacy or completeness of this announcement or
the Offer Document. Any representation to the contrary is a
criminal offence.
It may be difficult for Cove Shareholders in the United States
to enforce their rights and any claim arising out of the US federal
securities laws, since PTTEP AI and Cove are incorporated under the
laws of countries other than the United States, and some or all of
their officers and directors may be residents of countries other
than the United States. Cove Shareholders in the United States may
not be able to sue a non-US company or its officers or directors in
a non-US court for violations of the 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 judgment or jurisdiction.
512676274
This information is provided by RNS
The company news service from the London Stock Exchange
END
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