Takeover Panel Auction Procedure introduced under Rule 32.5 (5841H)
13 July 2012 - 4:00PM
UK Regulatory
TIDMCOV
RNS Number : 5841H
Takeover Panel
13 July 2012
OFFERS BY
Shell exploration and production (xl) b.v. ("Shell")
and
PttEP africa investment limited (a wholly-owned subsidiary
of ptt exploration and production public company limited
("Pttep")
for
Cove energy PLC ("Cove")
On 24 April 2012, Shell announced a recommended cash offer
of 220 pence per share for Cove. The Shell offer document
was published on 2 May. On 23 May, PTTEP announced a recommended
cash offer of 240 pence per share for Cove. The PTTEP offer
document was published on 1 June.
On the basis that neither offeror has declared its offer
final, such that either offer may be increased or otherwise
revised, a competitive situation continues to exist for
the purposes of Rule 32.5 of the Takeover Code (the "Code").
In the absence of agreement between the parties as to any
alternative procedure for resolving this competitive situation,
and in order to provide an orderly framework for its resolution
in accordance with Rule 32.5 of the Code, the Panel Executive
has ruled in the following terms.
1. The latest time by which either offeror will be permitted
to announce or make a revised offer, other than in
accordance with the procedure set out in paragraphs
2 to 21 (the "Auction Procedure") or otherwise with
the consent of the Panel, shall be 5.00 p.m. (London
time) on Monday, 16 July. For these purposes, a revised
offer includes any offer for Cove shares which represents
a change in the value or type of the consideration
being offered by an offeror under its offer or any
alternative offer as at 5.00 p.m. (London time) on
Monday, 16 July. This restriction shall not apply
in the event that a third party (other than Shell
or PTTEP or anyone acting in concert with either of
them) announces a firm intention to make an offer
for Cove under Rule 2.7 of the Code.
2. If a competitive situation continues to exist as at
5.00 p.m. (London time) on Monday, 16 July, the Auction
Procedure shall operate as regards any revision of
either offeror's offer.
3. If either offeror wishes to announce a revised offer
after 5.00 p.m. (London time) on Monday, 16 July,
the full text of the revised offer announcement (an
"Offer Announcement") must be:
(a) submitted, after 3.00 p.m. but before 4.30 p.m.
(in each case London time) on the relevant day,
to the Panel Executive; and
(b) submitted, before 5.00 p.m. (London time) on
the relevant day, for publication in accordance
with Rule 2.9 of the Code, embargoed for publication
until that time.
4. If an offeror submits an Offer Announcement to the
Panel Executive in accordance with paragraph 3(a),
it must then proceed to publish that Offer Announcement,
without any amendment and in accordance with paragraph
3(b), unless the Panel otherwise consents or directs.
If an offeror has not submitted an Offer Announcement
to the Panel Executive in accordance with paragraph
3(a) then, without prejudice to the generality of
paragraph 12(a), it may not then publish any revised
offer announcement (whether or not in purported compliance
with paragraph 3(b)) on the day in question.
5. For the purposes of the Auction Procedure, the only
manner in which either offeror may revise its offer
is by unconditionally increasing, by a fixed amount
in whole pence, the cash consideration payable under
its offer. Neither offeror may introduce any form
of alternative consideration or increase the value
of the cash consideration payable under its offer
by reference to a formula (including, without limitation,
a formula that is determinable by reference to the
value of any other offer).
6. Either or both offerors may announce a revised offer
on Tuesday, 17 July (the "Auction Start Date").
7. An offeror shall then be able to announce a revised
offer on Wednesday, 18 July provided the other offeror
has announced a revised offer on Tuesday, 17 July.
If neither offeror has announced a revised offer on
Tuesday, 17 July, the Auction Procedure shall end
at 5.00 p.m. (London time) on Tuesday, 17 July.
8. Subject to any requirements of the Panel as envisaged
by paragraph 13, the process described in paragraph
7 shall then continue mutatis mutandis on sequential
days unless and until, on any given day, neither offeror
announces a revised offer, in which case the Auction
Procedure shall end at 5.00 p.m. (London time) on
the day in question.
9. Each offeror may make only one Offer Announcement
per day during the Auction Procedure (including on
the Auction Start Date) and any such Offer Announcement
must follow the procedures described in paragraph
3 and comply with Rule 2.7(d) of the Code.
10. If either offeror announces a revised offer during
the Auction Procedure it must (except with the consent
of the Panel) publish its revised offer document on
or before the seventh day after the date on which
the last revised offer is announced by either offeror
in accordance with the Auction Procedure. The Panel
will consult the board of Cove with regard to any
request made by an offeror whose offer following the
end of the Auction Procedure represents the lower
offer for a dispensation from any obligation to publish
a revised offer document. Any such dispensation may
be given on such terms as the Panel in its absolute
discretion considers appropriate.
11. If the Auction Procedure results in the announcement
of a revised offer by either offeror, the offer timetable
shall be extended such that the latest date on which
either offer may become or be declared unconditional
as to acceptances will be the fourteenth day after
the latest date on which either offeror publishes
its revised offer document in accordance with paragraph
10.
12. Between 5.00 p.m. (London time) on Monday, 16 July
and the conclusion of the Auction Procedure:
(a) none of Cove, Shell or PTTEP nor any person acting
in concert with any of them may, without the
prior consent of the Panel, make any public statement
in relation to or which could reasonably be expected
to affect the orderly operation of the Auction
Procedure (including in relation to any revised
offer announced by an offeror) or in relation
to the terms of Shell's or PTTEP's offer; and
(b) neither offeror nor any person acting in concert
with it may deal in relevant securities of Cove
or take any steps to procure, amend or renew
any irrevocable commitment or letter of intent
in relation to Shell's or PTTEP's offer (whether
or not either such offer is revised). Following
the end of the Auction Procedure, neither offeror
nor any person acting in concert with it may,
during the offer period, acquire any interest
in relevant securities of Cove on better terms
than those of its offer.
13. Pursuant to Note 2 on Rule 32.5 of the Code, the Panel
may impose a final time limit for announcing revised
offers under the Auction Procedure, taking into account
representations made by the board of Cove, the revised
offers announced during the Auction Procedure and
the duration of the Auction Procedure. In the event
that the Panel Executive imposes any such final time
limit it will be a further requirement of the Auction
Procedure that the cash consideration payable under
any revised offer announced by Shell must be at an
odd-numbered price and that the cash consideration
payable under any revised offer announced by PTTEP
must be at an even-numbered price.
14. If an offeror purports to revise its offer in a manner
which the Panel determines to be in breach of these
rules, the Panel may, in its absolute discretion,
declare any such revision to be null and void.
15. The Auction Procedure will end only in accordance
with paragraphs 7 or 8 or following the expiry of
any time limit imposed by the Panel as envisaged by
paragraph 13.
16. Time shall be of the essence for the purposes of the
interpretation of these rules, unless the Panel otherwise
agrees. All times referred to in these rules are to
British Summer Time (as stated on the webpage www.greenwichmeantime.co.uk,
or, if that webpage is not functioning properly, by
reference to such other clock as the Panel shall determine).
17. References in these rules to days are to calendar
days (including, for the avoidance of doubt, days
which are not business days).
18. Terms used or defined in the Code shall have the same
meanings when used in this announcement, unless the
Panel otherwise determines.
19. In the event of a dispute as to the interpretation
or application of these rules the Panel's determination
shall be final, subject to the normal appeal procedures.
20. The Panel reserves the discretion to amend these rules
as it sees fit and in its absolute discretion, including
in the event of a material development taking place
on or prior to 5.00 p.m. (London time) on Monday,
16 July (including, for example, the announcement
by either offeror of a revised offer or of a no increase
statement) or during the Auction Procedure. In particular,
the Panel reserves the right to suspend the Auction
Procedure (including its commencement) and also reserves
the right to suspend the offer timetable, in each
case if it considers this to be necessary for any
reason. The Panel reserves the right to make any announcement
it considers appropriate in these circumstances.
21. The Panel Executive shall in any case, prior to 5.00
p.m. (London time) on Friday, 13 July, issue written
instructions to each offeror setting out in further
detail certain procedural requirements in relation
to the Auction Procedure. Such written instructions
shall form part of these rules.
Each of Shell, PTTEP and Cove has accepted this ruling.
13 July 2012
This information is provided by RNS
The company news service from the London Stock Exchange
END
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