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 Plectrum Petroleum Plc declared unconditional in all respects On 7 September 2007, Capricorn Oil & Gas 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 Plectrum Petroleum Plc ("Plectrum Petroleum") at a price of 13 penceper Plectrum Petroleum Share. The Offer Document containing details of the Offerwas posted to Plectrum Petroleum Shareholders on 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 Plectrum PetroleumShares otherwise acquired by Capricorn, represent in aggregate, approximately88.9 per cent. of the existing share capital of Plectrum Petroleum. The Offerremains open for acceptance until 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 106,838,456 Plectrum Petroleum Shares,representing approximately 84.2 per cent. of the Plectrum Petroleum Shares towhich the Offer relates. The total of acceptances includes valid acceptances of the Offer received inrespect of, in aggregate, 37,073,391 Plectrum Petroleum Shares, representingapproximately 20.6 per cent. of the existing issued share capital of PlectrumPetroleum, in respect of which irrevocable undertakings to accept the Offer hadbeen 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 53,540,000 Plectrum PetroleumShares, representing approximately 29.7 per cent of the existing issued sharecapital of Plectrum Petroleum. In addition, as at 17 September 2007 (being the latest practicable date prior tothe posting of the Offer Document), Capricorn had received irrevocableundertakings from the Plectrum Petroleum Directors that own Plectrum PetroleumShares and certain other Plectrum Petroleum Shareholders to accept the Offer inrespect of, in aggregate, 42,073,391 Plectrum Petroleum Shares, representingapproximately 23.3 per cent. of the existing issued Plectrum Petroleum Shares. Capricorn has now received valid acceptances in respect of 37,073,391 PlectrumPetroleum Shares which were subject to the irrevocable undertakings referred toabove. Capricorn has not yet received valid acceptances in respect of 5,000,000Plectrum Petroleum Shares which are the subject of the irrevocable undertakingto accept the Offer given by Gartmore Investment Limited in respect of, inaggregate, 19,446,428 Plectrum Petroleum Shares. As at the close of business on 9 October 2007 Jefferies had a short position of20,916 Plectrum Petroleum Shares. Save as disclosed herein, no Plectrum Petroleum Shares have been acquired oragreed to be acquired by or on behalf of Capricorn or any person acting inconcert with Capricorn during the Offer Period and neither Capricorn nor anyperson acting in concert with Capricorn has the benefit of any irrevocablecommitment or letter of intent in respect of any Plectrum Petroleum Shares orhas any interest in any Plectrum Petroleum Shares, or any short position(whether conditional or absolute and whether in the money or otherwise andincluding any short position under a derivative), any agreement to sell, anydelivery obligation, any right to require another person to purchase or takedelivery in respect of any Plectrum Petroleum Shares, any right to subscribe forany Plectrum Petroleum Shares or any stock borrowing or lending arrangement inrespect of any Plectrum Petroleum Shares. Settlement of consideration Settlement of cash consideration due under the Offer will be despatched (or, inthe case of Plectrum Petroleum Shareholders holding Plectrum Petroleum Shares inuncertificated form, will be credited through CREST), within 14 days in respectof Plectrum Petroleum Shares for which acceptances of the Offer, valid in allrespects, have already been received. De-listing and compulsory acquisition of Plectrum Petroleum Shares If Capricorn receives acceptances under the Offer in respect of, or otherwiseacquires, 90 per cent. or more of both of the nominal value of the PlectrumPetroleum Shares to which the Offer relates and of the voting rights carried bysuch Plectrum Petroleum Shares, Capricorn intends to exercise its rightspursuant to the provisions of sections 979 to 982 (inclusive) of the CompaniesAct 2006 to acquire compulsorily the remaining Plectrum Petroleum Shares towhich the Offer relates, in respect of which the Offer has not been accepted, ineach case on the same terms as the Offer. Further to the Offer being declared unconditional in all respects, Capricornwill now procure that Plectrum Petroleum applies, as soon as practicable, to theLondon Stock Exchange for the cancellation of the admission to trading ofPlectrum Petroleum shares on AIM. Delisting will significantly reduce theliquidity and marketability of any Plectrum Petroleum Shares not acquired underthe Offer at that time. Following the cancellation of the admission to trading of Plectrum Petroleum'sShares on AIM, Plectrum Petroleum may be re-registered as a private company indue course. Further acceptances Plectrum Petroleum Shareholders who wish to accept the Offer, but have not yetdone so, are strongly encouraged to complete and return a Form of Acceptance inaccordance with the instructions set out in the Offer Document. If PlectrumPetroleum Shares are held in CREST, acceptance should be made electronically sothat the TTE instruction settles 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 Plectrum Petroleum Shares held in certificated form) theForm of Acceptance. 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