10th Oct 2007 07:01
Cairn Energy PLC10 October 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN 10 October 2007 Recommended offer for medOil plc declared unconditional in all respects On 7 September 2007, Capricorn Petroleum Limited (a subsidiary of Cairn EnergyPLC) ("Capricorn") announced the terms of a recommended cash offer to be made byJefferies on behalf of Capricorn for the entire issued and to be issued sharecapital of medOil plc ("medOil") at a price of 23 pence per medOil Share. TheOffer Document containing details of the Offer was posted to medOil Shareholderson 18 September 2007. The Board of Capricorn is pleased to announce that all conditions of the Offerhave now been satisfied or waived and that the Offer is declared unconditionalin all respects. Total valid acceptances, together with medOil Shares otherwiseacquired by Capricorn, represent in aggregate, approximately 93.0 per cent. ofthe existing share capital of medOil. The Offer remains open for acceptanceuntil further notice. Level of Acceptances The Board of Capricorn announces that, as at 1.00 p.m. on 9 October 2007 (beingthe first closing date of the Offer), valid acceptances of the Offer had beenreceived in respect of a total of 42,342,000 medOil Shares, which, together witha further 250,000 medOil Shares acquired by Capricorn since 18 September 2007,represent approximately 91.8 per cent. of the medOil Shares to which the Offerrelates. The total of acceptances includes valid acceptances of the Offer received inrespect of, in aggregate, 25,587,778 medOil Shares, representing approximately47.2 per cent. of the existing issued share capital of medOil, and being all ofthe medOil Shares in respect of which irrevocable undertakings and letters ofintent to accept the Offer had been received as at 7 September 2007. Share purchases and irrevocable undertakings to accept the Offer As at 17 September 2007 (being the latest practicable date prior to the postingof the Offer Document), Capricorn had acquired 7,869,000 medOil Shares,representing approximately 14.5 per cent of the existing issued share capital ofmedOil (taking into account an additional 200,000 shares issued since 17September 2007). Capricorn subsequently acquired 250,000 medOil Shares,representing approximately 0.5 per cent. of the issued share capital of medOil.Accordingly, Capricorn has acquired, in aggregate, 8,119,000 medOil Shares,representing approximately 15.0 per cent. of the existing issued share capitalof medOil. As at 17 September 2007 (being the latest practicable date prior to the postingof the Offer Document), Capricorn had received irrevocable undertakings from themedOil Directors that own medOil Shares and certain other medOil Shareholders toaccept the Offer in respect of, in aggregate, 19,180,000 medOil Shares,representing approximately 35.4 per cent. of the existing issued share capitalof medOil. In addition, as at 17 September 2007 (being the latest practicable date prior tothe posting of the Offer Document), Capricorn had also received non-bindingletters of intent from medOil Shareholders to accept the Offer in respect of, inaggregate, 6,407,778 medOil Shares, representing approximately 11.8 per cent. ofthe existing issued share capital of medOil. Save as disclosed herein, no medOil Shares have been acquired or agreed to beacquired by or on behalf of Capricorn or any person acting in concert withCapricorn during the Offer Period and neither Capricorn nor any person acting inconcert with Capricorn has the benefit of any irrevocable commitment or letterof intent in respect of any medOil Shares or has any interest in any medOilShares, or any short position (whether conditional or absolute and whether inthe money or otherwise and including any short position under a derivative), anyagreement to sell, any delivery obligation, any right to require another personto purchase or take delivery in respect of any medOil Shares, any right tosubscribe for any medOil Shares or any stock borrowing or lending arrangement inrespect of any medOil Shares. Settlement of consideration Settlement of cash consideration due under the Offer will be dispatched (or, inthe case of medOil Shareholders holding medOil shares in uncertificated form,will be credited through CREST), within 14 days in respect of medOil Shares forwhich acceptances of the Offer, valid in all respects, have already beenreceived. De-listing and compulsory acquisition of medOil Shares As Capricorn has received acceptances under the Offer in respect of 90 per cent.or more both of the nominal value of the medOil Shares to which the Offerrelates and of the voting rights carried by such medOil Shares, Capricorn willas soon as practicable give notice to those medOil Shareholders who have notaccepted the Offer informing them that it will compulsorily acquire their medOilShares pursuant to its rights under the provisions of Sections 979 to 982(inclusive) of the Companies Act 2006. Further to the Offer being declared unconditional in all respects, Capricornwill now procure that medOil applies, as soon as practicable, to the LondonStock Exchange for the cancellation of the admission to trading of medOil shareson AIM. Delisting will significantly reduce the liquidity and marketability ofany medOil Shares not acquired under the Offer at that time. Following the cancellation of the admission to trading of medOil's Shares onAIM, medOil may be re-registered as a private company in due course. Further acceptances medOil Shareholders who wish to accept the Offer, but have not yet done so, arestrongly encouraged to complete and return a Form of Acceptance in accordancewith the instructions set out in the Offer Document. If medOil Shares are heldin CREST, acceptance should be made electronically so that the TTE instructionsettles as soon as possible. Terms defined in the Offer Document dated 18 September 2007 have the samemeaning in this announcement. ENQUIRIES For further information contact: Cairn EnergyMike Watts 0131 475 3000Jann BrownSimon Thomson JefferiesRichard Kent 020 7618 3713 This announcement is not intended to and does not constitute, or form any partof, any offer to sell or any solicitation of any offer to purchase or subscribefor any securities or the solicitation of any vote or approval in anyjurisdiction. Any acceptance or other response to the Offer should be made onlyon the basis of the information contained or referred to in the Offer Documentand (in the case of medOil Shares held in certificated form) the Form ofAcceptance. The availability of the Offer to persons who are not resident in the UnitedKingdom may be affected by the laws of their relevant jurisdiction. Suchpersons should inform themselves of, and observe, any applicable legal orregulatory requirements of their jurisdiction. Further details in relation tooverseas shareholders will be contained in the Offer Document. Unless otherwise determined by Capricorn, and subject to any dispensationrequired from the Panel, the Offer is not being made, directly or indirectly, inor into or by the use of the mails of, or by any means or instrumentality(including, without limitation, telephonically or electronically) of interstateor foreign commerce of, or through any facilities of a national securitiesexchange of, the United States, Canada, Australia or Japan or any otherjurisdiction if to do so would constitute a violation of the relevant laws ofsuch jurisdiction. Accordingly, copies of this announcement are not being, andmust not be mailed or otherwise forwarded, distributed or sent in, into or fromthe United States, Canada, Australia or Japan and all persons receiving thisannouncement (including nominees, trustees and custodians) must not mail orotherwise forward, distribute or send it in, into or from the United States,Canada, Australia or Japan. Doing so may render invalid any purported acceptanceof the Offer. Notwithstanding the foregoing, Capricorn retains the right topermit the Offer to be accepted and any sale of securities pursuant to the Offerto be completed if, in its sole discretion, it is satisfied that the transactionin question can be undertaken in compliance with applicable law and regulation. Jefferies, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively as financial adviser toCairn Energy and Capricorn and no one else in connection with the Offer and willnot be responsible to anyone other than Cairn Energy and Capricorn for providingthe protections afforded to clients of Jefferies or for providing advice inrelation to the Offer. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Capricorn Energy PLC