WAM Wham

RNS Number:4184H
Wham Energy plc
09 November 2007


Not for release, publication or distribution, in whole or in part, in or into or
from any jurisdiction where to do so would constitute a violation of the
relevant laws of such jurisdiction.


                                                                 9 November 2007

                               Recommended offer
                                      for
                                WHAM Energy plc
                                       by
                             Venture Production plc


      Court Sanction of Scheme of Arrangement and Reduction of Capital


WHAM Energy plc ("WHAM") announces that at a hearing held earlier today, the
High Court of Justice in England and Wales sanctioned the Scheme of Arrangement
(the "Scheme") in relation to the recommended acquisition of WHAM by Venture
Production plc ("Venture"). The Court also confirmed the reduction of share
capital involved therein. This Scheme was approved by the requisite majorities
of WHAM Shareholders at the Court Meeting and the Extraordinary General Meeting
which were both held on 22 October 2007.


The Scheme is conditional on the delivery of an office copy of the Court Order
sanctioning the Scheme and confirming the reduction of capital being registered
with the Registrar of Companies in England and Wales. This is expected to occur
on 12 November 2007.


Admission of WHAM shares to trading on AIM will be temporarily suspended with
effect from 4.30 p.m. today. It is expected that admission of WHAM shares to
trading on AIM will be cancelled at 8.00 a.m. on 12 November 2007 and it is
anticipated that trading in the New Venture shares, issued pursuant to the
Scheme, will commence at 8.00 a.m. on 15 November 2007.


The Scheme is expected to become effective on 12 November 2007. Venture is
required under the terms of the Scheme to despatch the consideration pursuant to
the Scheme not more than 14 days after the Scheme Effective Date.


Capitalised terms used, but not defined, in this announcement have the same
meaning given to them in the circular posted to WHAM Shareholders on 25
September 2007 (the "Scheme Document").



Enquiries:

WHAM Energy plc                                          +44 (0)20 7924 4644
Michael Pavia, Chairman
Tom Windle, Chief Executive Officer

Tristone Capital Limited                                 +44 (0)20 7355 5800
(Financial adviser to WHAM)
Nick Morgan
Majid Shafiq

Landsbanki Securities (UK) Limited                       +44 (0)20 7426 9000
(Nominated Adviser and broker to WHAM)
Michael Burt

WHAM Public Relations                                    +44 (0)20 7448 3244
Simon Courtenay, City Profile

Venture Production plc                                   +44 (0)1224 619 000
Mike Wagstaff, Chief Executive
Rod Begbie, Corporate Development Director

Oriel Securities Limited                                 +44 (0)20 7710 7600
(Financial adviser and broker to Venture)
Simon Bragg
Michael Shaw

Venture Public Relations
Patrick Handley, Brunswick                               +44 (0)20 7404 5959
John MacDonald, Weber Shandwick (Scottish press)         +44 (0)1224 806 600



The WHAM Directors accept responsibility for the information contained in this
announcement. To the best of the knowledge and belief of the WHAM Directors (who
have taken all reasonable care to ensure that such is the case), the information
contained in this announcement is in accordance with the facts and does not omit
anything likely to affect the import of such information.


Tristone Capital Limited, which is authorised and regulated in the United
Kingdom by the FSA, is acting exclusively for WHAM and no-one else in connection
with the Offer. Tristone Capital Limited is not acting for, and will not be
responsible to, anyone other than WHAM for providing the protections offered to
clients of Tristone Capital Limited nor for providing advice in relation to the
Offer.


Landsbanki Securities (UK) Limited, which is authorised and regulated in the
United Kingdom by the FSA, is acting exclusively for WHAM and no-one else in
connection with the Offer. Landsbanki Securities (UK) Limited is not acting for,
and will not be responsible to, anyone other than WHAM for providing the
protections offered to clients of Landsbanki Securities (UK) Limited nor for
providing advice in relation to the Offer.


Oriel Securities Limited, which is authorised and regulated in the United
Kingdom by the FSA, is acting exclusively for Venture and no-one else in
connection with the Offer. Oriel Securities Limited is not acting for, and will
not be responsible to, anyone other than Venture for providing the protections
afforded to clients of Oriel Securities Limited nor for providing advice in
relation to the Offer.

This announcement is not intended to and does not constitute an offer or an
invitation to purchase any securities.


The Offer is not being made, directly or indirectly, and this document should
not be sent, in or into or from persons in any Restricted Jurisdiction by use of
the mail or by any means or instrumentality of interstate or foreign commerce,
or any facilities of a national securities exchange (including, without
limitation, post, facsimile transmission, telex and telephone) and doing so may
render invalid any purported acceptance. Any person (including, without
limitation, custodians, nominees and trustees) who may have contractual or legal
obligations, or may otherwise intend, to forward this document should read the
relevant provisions of this document before taking any action. The availability
of the Offer to persons outside the United Kingdom might be affected by the laws
of other jurisdictions. Such persons should inform themselves about and observe
any applicable requirements of those jurisdictions.


The New Venture Shares, the Deferred Consideration Notes and the Deferred New
Venture Shares have not been and will not be registered under the US Securities
Act nor any jurisdiction of the United States (or under the securities laws of
any other jurisdiction which Venture is advised to treat as a Restricted
Jurisdiction); the relevant clearances have not been, nor will they be, obtained
from the Securities Commission of any province or territory of Canada, nor has
any prospectus in relation to the New Venture Shares, the Deferred Consideration
Notes nor the Deferred New Venture Shares been lodged with, or registered by,
the Australian Securities and Investments Commission nor any Securities
Authority in Japan. Accordingly, unless any exemption under such Act or relevant
securities law is available, neither the New Venture Shares, the Deferred
Consideration Notes nor the Deferred New Venture Shares may be offered, sold,
re-sold or delivered, directly or indirectly, into or from the United States,
Canada or any Restricted Jurisdiction.


Should Venture issue any New Venture Shares, Deferred Consideration Notes or
Deferred New Venture Shares to a US Person pursuant to the Scheme, such
securities will be issued in reliance upon the exemption from the registration
requirements of the US Securities Act provided by Section 3(a)(9) and 3(a)(10),
as appropriate, thereof and, as a consequence, will not be registered thereunder
or under the securities laws of any state or other jurisdiction of the United
States. For the purposes of qualifying for the exemption from the registration
requirements of the US Securities Act (as described above) Venture and WHAM will
advise the Court that its sanctioning of the Scheme will be relied upon by
Venture and WHAM as an approval of the Scheme following a hearing on its
fairness to WHAM Shareholders at which hearing all such holders are entitled to
attend in person or through counsel to support or oppose the sanctioning of the
Scheme and, with respect to which, notification has been given to all such
holders. Venture will not be required to register the New Venture Shares, the
Deferred Consideration Notes nor the Deferred New Venture Shares under the
Securities and Exchange Act of 1934, and thus will not, following the completion
of the Scheme, file any reports with the US Securities and Exchange Commission.


Venture reserves the right to implement the Offer by way of a Conventional
Offer, in which case additional documents will be despatched to WHAM
Shareholders. Further details are set out in the Scheme Document.





APPENDIX


Expected timetable of principal events

Commencement of temporary suspension of WHAM Shares               4.30 p.m. on 9
                                                                  November 2007*

Scheme Record Time                                                4.30 p.m. on 9
                                                                  November 2007*

Scheme Effective Date                                                12 November
                                                                           2007*

Cancellation of admission to trading of WHAM Shares              8.00 a.m. on 12
                                                                  November 2007*

Admission of New Venture Shares                                      15 November
                                                                           2007*

CREST stock accounts credited with New Venture Shares in             15 November
uncertificated form                                                        2007*

Latest date for despatch of certificated New Venture Shares,         26 November
Deferred Consideration Notes and cash entitlement                          2007*

* These dates are indicative only and will depend, among other things, on the
date upon which the Court sanctions the Scheme and whether the Conditions are
satisfied or (if capable of waiver) waived on or prior to such date.


All references to times are to times in London (unless otherwise stated).






Dealing Disclosure Requirements


Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any class of
"relevant securities" of Venture or WHAM, all "dealings" in any "relevant
securities" of that company (including by means of an option in respect of, or a
derivative referenced to, any such "relevant securities") must be publicly
disclosed by no later than 3.30 p.m. (London time) on the London business day
following the date of the relevant transaction. This requirement will continue
until the Scheme Effective Date or when the "offer period" for the purposes of
the City Code otherwise ends. If two or more persons act together pursuant to an
agreement or understanding, whether formal or informal, to acquire an "interest"
in "relevant securities" of Venture or WHAM, they will be deemed to be a single
person for the purpose of Rule 8.3.


Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant
securities" of Venture by WHAM, or of WHAM by Venture or by any of their
respective "associates", must be disclosed by no later than 12.00 noon (London
time) on the London business day following the date of the relevant transaction.


A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.


"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.


Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a "dealing" under Rule 8, you should consult the Panel.






                      This information is provided by RNS
            The company news service from the London Stock Exchange

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