TIDMCOV
RNS Number : 6961K
PTT Exploration & Prod PublicCo Ltd
23 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
23 August 2012
FOR IMMEDIATE RELEASE
Recommended Cash Offer
by
PTTEP Africa Investment Limited (a wholly-owned subsidiary of
PTT Exploration and Production Public Company Limited)
for
Cove Energy plc
COMMENCEMENT OF COMPULSORY ACQUISITION PROCEDURE
Introduction
On 23 May 2012, PTTEP Africa Investment Limited ("PTTEP AI")
announced a recommended cash offer of 240 pence per Cove Share (the
"Offer") for the entire issued and to be issued share capital of
Cove Energy plc ("Cove"). The full terms of, and conditions to, the
Offer were set out in the offer document issued by PTTEP AI on 1
June 2012 (the "Offer Document"). The Offer was declared wholly
unconditional on 17 August 2012.
Compulsory acquisition
As at 10.00 a.m. on 23 August 2012, PTTEP AI had received valid
acceptances from Cove Shareholders in respect of 497,850,445 Cove
Shares representing approximately 97.82 per cent. of the existing
issued share capital of Cove. Therefore, valid acceptances have
been received in respect of more than 90 per cent. of the Cove
Shares to which the Offer relates.
PTTEP AI announces that compulsory acquisition notices (the
"Notices") pursuant to section 979 of the Companies Act 2006 are
today being posted to those Cove Shareholders who have not yet
accepted the Offer (the "Non-Assenting Shareholders") setting out
PTTEP AI's intention to acquire compulsorily all remaining Cove
Shares on the same terms as the Offer.
Unless Non-Assenting Shareholders apply to court and the court
orders otherwise, on the expiry of six weeks from the date of the
Notices, being 5 October 2012, the Cove Shares held by
Non-Assenting Shareholders who have not accepted the Offer by 5
October 2012 will be acquired compulsorily by PTTEP AI under the
terms of the Offer and such Non-Assenting Shareholders will be
entitled to 240 pence in cash for each Cove Share such
Non-Assenting Shareholders hold on that date.
Delisting
As announced on 17 August 2012, Cove has applied to the London
Stock Exchange for the cancellation of the admission to trading of
Cove Shares on AIM. This is expected to take effect on or shortly
after 7.00 a.m. on 18 September 2012.
Such cancellation of Cove's listing will significantly reduce
the liquidity and marketability of any Cove Shares in respect of
which the Offer has not been accepted at that time.
Procedure for acceptance of the Offer
The Offer remains 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 immediately.
To accept the Offer in respect of Cove Shares held in
certificated form, Cove Shareholders must complete, sign and return
the Form of Acceptance, together with their share certificate(s) or
other relevant document(s) of title, in accordance with the
instructions contained therein and set out in the Offer
Document.
To accept the Offer in respect of Cove Shares held in
uncertificated form (that is, in CREST), Cove Shareholders must
follow the procedure for Electronic Acceptance through CREST in
accordance with the instructions set out in the Offer Document. If
Cove Shareholders hold their Cove Shares as a CREST sponsored
member, they should refer to their CREST sponsor as only their
CREST sponsor will be able to send the necessary TTE instruction to
Euroclear.
Publication on website
In accordance with Rule 30.4 of the Takeover Code, a copy of
this announcement will be available, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, for inspection on PTTEP AI's website at
http://www.pttep.com/en/investorRelations.aspx by no later than
12.00 p.m. (UK time) on 24 August 2012. Copies of the Offer
Document and Form of Acceptance are also available for inspection
on this website.
For further information in relation to the Offer, please refer
to the Offer Document and PTTEP AI's announcement declaring the
offer wholly unconditional on 17 August 2012.
Capitalised terms used but not defined in this announcement
shall have the meaning 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.
512579859
This information is provided by RNS
The company news service from the London Stock Exchange
END
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