TIDMCOV
RNS Number : 9759I
PTT Exploration & Prod PublicCo Ltd
31 July 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
31 July 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 Unconditional as to Acceptances
Level of Acceptances
As at 1:00 p.m. (London time) on 31 July 2012, PTTEP AI had
received valid acceptances from Cove Shareholders in respect of
448,624,418 Cove Shares representing approximately 91.4% of the
existing issued share capital of Cove, which PTTEP AI may count
towards the satisfaction of the acceptance condition to the Offer
(as set out in paragraph (a) of Part A of Appendix I of the Offer
Document, the "Acceptance Condition"). So far as PTTEP AI is aware,
none of these acceptances have been received from persons acting in
concert with PTTEP AI.
Acceptance Condition satisfied
In light of the acceptances referred to above, the Offer has
become unconditional as to acceptances.
Other Conditions
The Offer remains subject to the terms and conditions set out in
the Offer Document.
In relation to the Mozambique condition, on 29 May 2012 PTTEP AI
announced that the Republic of Mozambique's Ministry of Mineral
Resources had consented in writing to the indirect change of
control of Cove's interests in Mozambique, should the Offer be
finalised.
PTTEP is not aware of any changes in circumstance in relation to
the Mozambique condition and accordingly it is expected that the
Mozambique condition will be satisfied shortly following this
announcement.
Full details of this and the other Conditions to the Offer are
set out in Appendix I of the Offer Document. As stated in the Offer
Document, PTTEP AI reserves the right to waive in whole or in part
all or any of conditions included in Appendix I Part A (b) to (k)
(inclusive).
Accordingly, subject to PTTEP AI waiving or determining that the
Conditions are fulfilled, PTTEP AI expects to be able to declare
the Offer wholly unconditional as soon as possible, and in any
event on or before midnight on 21 August 2012.
PTTEP will update further as and when appropriate if there is
any change in circumstances in this regard.
Extension of the Offer and further acceptances
The Offer is being extended and will remain 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.
Interests in relevant securities
As at close of business on 30 July 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 1 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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