TIDMCOV
RNS Number : 2773K
Cove Energy PLC
17 August 2012
17 August 2012
FOR IMMEDIATE RELEASE
COVE ENERGY PLC
(the "Company" or "Cove")
RESIGNATION AND APPOINTMENT OF DIRECTORS, DIRECTORS
SHAREHOLDINGS, ISSUE OF SHARES AND DELISTING
Cove Energy plc (AIM:COV), the AIM quoted upstream oil and gas
company, notes the announcement at 7.00 am on 17 August 2012 (the
"Announcement Time"), by PTTEP Africa Investment Limited ("PTTEP
AI") that all of the conditions of its recommended offer for the
entire issued and to be issued share capital of the Company (the
"Offer") had been satisfied or waived and that, accordingly, the
Offer had been declared wholly unconditional.
Change of directors
With effect from the Announcement Time, Mr Michael Blaha, Dr
Stephen Staley, Mr Frank Moxon and Mr Anthony Golding have resigned
as directors of the Company. Dr Anun Chonchawalit and Mr Direk
Wangudomsuk have been appointed as directors of the Company (the
"New Directors"). Mr Michael Nolan and Mr John Craven will remain
as directors of the Company. In addition, Dr Anun Chonchawalit has
been elected Chairman of the board of directors of the Company.
Dr Anun, 52, with his geology background, has more than 20 years
of experience in mining and oil and gas industries. He currently
serves as a Senior Vice President for Business Development for PTT
Exploration and Production Public Company limited, an E&P
company listed on the Thai Stock Exchange.
Mr Direk, 46, with his engineering and business administration
background, has more than 20 years of experience in oil, gas, LNG
and power industries. He currently serves as a Vice President for
Business Development for PTT Exploration and Production Public
Company limited, an E&P company listed on the Thai Stock
Exchange.
The directorships Dr Anun has held in the last five years as
well as the companies of which he remains a director are listed at
the end of this announcement. The Company confirms there is no
other information required to be disclosed pursuant to Schedule 2
paragraph (g) of the AIM Rules.
Exercise of options and allotment of shares
The Company also announces that it has today conditionally
allotted 17,917,647 new ordinary shares of 1p each in the Company
as a result of the exercise of options by Directors and a
consultant of the Company. The new ordinary shares will be accepted
into the Offer pursuant to a cashless exercise facility made
available by PTTEP AI to the option holders.
Details of the options exercised by Directors are as
follows:
Name Number of Exercise Price Date of Grant
Options Exercised (GBP)
--------------- ------------------- --------------- ----------------
Michael Blaha 2,600,000 0.20 5 October 2009
--------------- ------------------- --------------- ----------------
1,950,000 0.20 5 October 2009
--------------- ------------------- --------------- ----------------
1,950,000 0.20 5 October 2009
--------------- ------------------- --------------- ----------------
700,000 0.9375 23 December 2010
--------------- ------------------- --------------- ----------------
500,000 0.786 7 October 2011
--------------- ------------------- --------------- ----------------
John Craven 2,600,000 0.20 5 October 2009
--------------- ------------------- --------------- ----------------
1,950,000 0.20 5 October 2009
--------------- ------------------- --------------- ----------------
1,950,000 0.20 5 October 2009
--------------- ------------------- --------------- ----------------
700,000 0.9375 23 December 2010
--------------- ------------------- --------------- ----------------
500,000 0.786 7 October 2011
--------------- ------------------- --------------- ----------------
Michael Nolan 740,000 0.20 5 October 2009
--------------- ------------------- --------------- ----------------
555,000 0.20 5 October 2009
--------------- ------------------- --------------- ----------------
555,000 0.20 5 October 2009
--------------- ------------------- --------------- ----------------
367,647 0.786 7 October 2011
--------------- ------------------- --------------- ----------------
Total 17,617,647
--------------- ------------------- --------------- ----------------
In addition, the Company has resolved to pay to Michael Nolan's
consulting company, JS Consult Limited, a cash amount of
GBP752,748.75 in settlement of the amount due under a Share
Appreciation Rights Agreement dated 23 December 2010.
The new ordinary shares have been allotted conditionally upon
admission to AIM and an application will be been made for the new
ordinary shares to be admitted to AIM. It is expected that
admission will occur on 23 August 2012. These new ordinary shares
rank pari passu with the Company's existing issued ordinary
shares.
The Company's total issued share capital with voting rights
after the admission of the new ordinary shares will be 508,912,947
ordinary shares. The Company does not currently hold any shares in
treasury. This figure of 508,912,947 ordinary shares may be used by
shareholders in the Company as the denominator for the calculations
by which they will determine if they are required to notify their
interest in, or a change in their interest in, the share capital of
the Company under the FSA's Disclosure and Transparency Rules.
Delisting
The Cove Directors note the announcement made on 17 August 2012
by PTTEP AI that the Offer has been declared wholly unconditional,
and it had received valid acceptances from Cove Shareholders in
respect of 94.32 per cent. of Cove Shares.
At the request of PTTEP AI, Cove is, in accordance with Rule 41
of the AIM Rules for Companies, notifying its intention to cancel
the admission to trading on AIM of Cove Shares ("Cancellation").
Cove confirms that it has applied to the London Stock Exchange for
Cancellation.
It is expected that Cancellation will occur at 7.00 a.m. on 18
September 2012 after which time Cove Shares will no longer be
admitted to trading on AIM.
Cove confirms that Shareholder consent at a general meeting of
Cove, which would otherwise be required pursuant to AIM Rule 41,
will not be required as the application for cancellation has been
made by Cove after the Offer has been declared wholly-unconditional
and after PTTEP AI has received valid acceptances in respect of
more than 75 per cent. of the Cove Shares to which the Offer
relates.
Cancellation will significantly reduce the liquidity and
marketability of any Cove Shares that have not been accepted
pursuant to the Offer. Following Cancellation, Cove Shareholders
will only be able to sell their Cove Shares via off-market
transactions. Cove Shareholders are still able to buy and sell Cove
Shares on market prior to Cancellation.
Terms used but not defined in this announcement shall have the
meanings given to them in the Offer Document published by the PTTEP
AI on 1 June 2012.
For further information please contact:
Cove Energy plc
John Craven, CEO Tel: +44(0)20 7831 3113
c/o Billy Clegg
Cenkos Securities
Jon Fitzpatrick Tel: +44 (0)20 7397 8900
Ken Fleming Tel: +44 (0)131 220 9772
FTI Consulting Tel: +44 (0)20 7831 3113
Billy Clegg
Edward Westropp
A copy of this announcement will be available at
www.cove-energy.com. The content of the website referred to in this
announcement is not incorporated into and does not form part of
this announcement.
Cenkos Securities plc (which is authorised and regulated in the
United Kingdom by the Financial Services Authority under FSA number
416932) is acting exclusively as Nominated Adviser and Broker to
the Company and is not acting for or advising any other person and
accordingly will not be responsible to any person other than the
Company for providing advice in relation to the contents of this
announcement. Neither Cenkos Securities plc nor any of its
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a
customer of Cenkos Securities plc in connection with this
announcement, any statement contained herein or otherwise.
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities whether pursuant to this
announcement or otherwise. The distribution of this announcement in
jurisdictions outside the United Kingdom may be restricted by law
and therefore persons into whose possession this announcement comes
should inform themselves about, and observe, such restrictions. Any
failure to comply with the restrictions may constitute a violation
of the securities law of any such jurisdiction.
CURRENT DIRECTORSHIPS OF DR ANUN CHONCHAWALIT
PTTEP International Holding Co Ltd
PTTEP Netherland Holding Limited
PTTEP Rommana Company Limited
FORMER DIRECTORSHIPS OF DR ANUN CHONCHAWALIT
PTTEP Holding Co Ltd
PTTEP Merangin Co Ltd
PTTEP Offshore Investment Co Ltd
PTTEP International Ltd
PTTEP Indonesia Co Ltd
PTTEP Bengara I Co Ltd
PTTEP Australia Pty Ltd
PTTEP Australia Offshore Pty Ltd
PTTEP Australia Perth Pty Ltd
PTTEP Australia Browse Basin Pty Ltd
PTTEP Australasia Pty Ltd
PTTEP Australasia (Finance) Pty Ltd
PTTEP Australasia (Petroleum) Pty Ltd
PTTEP Australasia (Tullian) Pty Ltd
PTTEP Australasia (Operations) Pty Ltd
PTTEP Australasia (Ashmore Cartier) Pty Ltd
PTTEP Australasia (Staff) Pty Ltd
Bangladesh Limited
JV Shore Base limited
PTTEP South Asia Limited
JV Marine
This information is provided by RNS
The company news service from the London Stock Exchange
END
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