Offer for Alkane Energy Plc

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART), DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

16 September 2015

RECOMMENDED CASH OFFER

by

BARBICAN BIDCO LIMITED

(a company controlled by Balfour Beatty Infrastructure Partners, L.P.)

for

ALKANE ENERGY PLC

SUmmary

· The Boards of Barbican Bidco Limited ("Barbican") and Alkane Energy Plc ("Alkane") are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Barbican (a company controlled by Balfour Beatty Infrastructure Partners, L.P. ("BBIP")) for the entire issued and to be issued share capital of Alkane (the "Offer").

· Under the terms of the Offer Alkane Shareholders will receive:

for each Alkane Share 36p in cash

· The Offer represents a premium of:

(i) 44.00 per cent. to the Closing Price of 25.00 pence per Alkane Share on 15 September 2015 (being the last Business Day prior to this announcement); and

(ii) 59.50 per cent. to the average Closing Price per Alkane Share of approximately 22.57 pence over the six month period ended 15 September 2015 (being the last Business Day prior to the date of this announcement).

· The Offer values the entire issued and to be issued ordinary share capital of Alkane at approximately £61.37 million (assuming the exercise of all outstanding options).

· Barbican is a new company incorporated in England and Wales that has been formed for the purpose of making the Offer.

· The Alkane Directors, who have been so advised by Altium, consider the terms of the Offer to be fair and reasonable. In providing advice to the Alkane Directors, Altium has taken into account the commercial assessment of the Alkane Directors. Altium is providing independent financial advice to the Alkane Directors for the purpose of Rule 3 of the Code.

· Accordingly, the Alkane Directors intend to recommend unanimously that Alkane Shareholders accept the Offer, as they have irrevocably undertaken to do in respect of their entire beneficial holdings.

· As at the date of this announcement, Barbican has received irrevocable undertakings to accept the Offer in respect of a total of 57,370,503 Alkane Shares, representing, in aggregate, approximately 35.34 per cent. of Alkane's existing issued share capital, comprised as follows:

◦ from each of the Alkane Directors (and the spouse of one of the Alkane Directors) in respect of their entire beneficial holdings which amount to, in aggregate, 6,454,565 Alkane Shares, representing, in aggregate, approximately 3.98 per cent. of the existing issued share capital of Alkane; and

◦ from certain institutional Alkane Shareholders in respect of 50,915,938 Alkane Shares representing, in aggregate, 31.36 per cent. of the existing issued share capital of Alkane.

· It is intended that the Offer will be effected by means of a takeover offer within the meaning of Part 28 of the 2006 Act.

Commenting on the Offer, Roger McDowell, Chairman of Alkane said:

"The Board of Alkane have reached an agreement on the terms of a recommended cash offer for Alkane. This Offer enables Alkane shareholders to realise value today in cash for their shares at a significant premium to the recent historical share price, which, in the board's view, has been impacted by negative sentiment towards the energy industry and continued regulatory scrutiny. BBIP have a well-respected track record in the infrastructure sector and as a patient investor, will be able to support the Company's longer term growth ambitions, building on its current portfolio of baseload CMM generation and power response sites. We believe that the Offer is a good outcome for all Alkane stakeholders."

Commenting on the Offer, Rob Gregor, Managing Partner of BBIP LLP, investment adviser to BBIP said:

"BBIP is attracted to the flexibility and diversification of generation provided by the independent power platform of Alkane. We see great opportunity in the business and believe BBIP is an excellent partner to support the next phase of Alkane's development, and thereby contribute to the security of the UK power supply."

The Offer will be subject to the Conditions and certain further terms of the Offer set out in Appendix I to this announcement and to be set out in the Offer Document and the Form of Acceptance. Appendix II contains details of the irrevocable undertakings given to Barbican. Appendix III sets out the source and bases of certain financial and other information contained in this announcement. Appendix IV contains the definitions of certain terms used in this announcement.

Further information

This announcement is for information only and is not intended to and does not constitute, or form part of, any offer to sell or invitation to purchase or subscribe for any securities, or any solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer will be effected solely through the Offer Document, which, together with the Form of Acceptance (in relation to Alkane Shareholders holding shares in certificated form only) will contain the full details, terms and conditions of the Offer, including the details of how to accept the Offer. This announcement has been issued by and is the sole responsibility of Barbican.

Any decision regarding the Offer should be made only on the basis of information referred to in the Offer Document and the Form of Acceptance which Barbican intends to despatch shortly to Alkane Shareholders, persons with information rights and, for information only, to participants in the Alkane Share Incentive Schemes.

Please be aware that addresses, electronic addresses and certain other information provided by Alkane Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from Alkane may be provided to Barbican during the Offer Period as required under Section 4 of Appendix 4 to the Takeover Code.

Investec, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for Barbican and BBIP and no one else in connection with the Offer and will not be responsible to anyone other than Barbican and BBIP for providing the protections afforded to its clients or for providing advice in relation to the Offer or any other matters referred to herein.

Altium, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Alkane and no one else in connection with the Offer and this announcement and will not be responsible to anyone other than Alkane for providing the protections afforded to clients of Altium nor for providing advice in connection with the Offer or this announcement or any matter referred to herein.

Liberum, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Alkane and no one else in connection with the Offer and this announcement and will not be responsible to anyone other than Alkane for providing the protections afforded to clients of Liberum nor for providing advice in connection with the Offer or this announcement or any matter referred to herein.

Overseas Shareholders

The Offer will not be made, directly or indirectly, in or into, or by use of the mails, or by any means or instrumentality (including, without limitation, by means of telephone, facsimile, telex, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facilities of a securities exchange of, the United States, Canada, Australia or Japan, and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within the United States, Canada, Australia or Japan. Accordingly, copies of this announcement and any other related document will not be, and must not be, directly or indirectly, mailed or otherwise distributed or sent in or into the United States, Canada, Australia or Japan and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from such jurisdictions as doing so may violate the laws of such jurisdictions and may make invalid any purported acceptance of the Offer by persons in any such jurisdiction.

This announcement has been prepared for the purpose of complying with English law, the AIM Rules, the rules of the London Stock Exchange and the Takeover Code, and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the UK.

Disclosure requirements of the Takeover Code (the "Code")

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Cautionary note regarding forward-looking statements

This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and business of the Alkane Group and certain plans and objectives of the boards of directors of Alkane and Barbican and of BBIP. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words of similar meaning. These statements are based on assumptions and assessments made by the boards of directors of Alkane and Barbican and of BBIP in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, and the factors described in the context of such forward-looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this announcement. Alkane, Barbican and BBIP assume no obligation to update or correct the information contained in this announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.

The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and service of this announcement shall not give rise to any implication that there has been no change in the facts set out in this announcement since such date. Nothing contained in this announcement shall be deemed to be a forecast, projection or estimate of the future financial performance of Alkane except where expressly stated.

Publication of this announcement

A copy of this announcement and the display documents required to be published pursuant to Rule 26.1 of the Takeover Code will be available, subject to certain restrictions relating to persons resident in the United States, Canada, Australia and Japan, on www.bbip.com and on www.alkane.co.uk by no later than 12 noon on 17 September 2015.

Neither the content of Alkane's nor BBIP LLP's websites nor the content of any websites accessible from hyperlinks on such websites (or any other websites) are incorporated into, or form part of, this announcement nor, unless previously published by means of a recognised information service, should any such content be relied upon in reaching a decision regarding the matters referred to in this announcement.

A hard copy of this announcement will be sent to Alkane Shareholders (other than Alkane Shareholders who have elected to receive electronic communications) in the near future. Alkane Shareholders may request a hard copy of this announcement by contacting Stephen Goalby, during business hours on +44 1623 827 927 or by submitting a request in writing to Stephen Goalby, Edwinstowe House, Edwinstowe, Notts, NG21 9PR. Alkane Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Offer should be in hard copy form.

The Offer is subject to the provisions of the Takeover Code.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART), DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

16 September 2015

RECOMMENDED CASH OFFER

by

BARBICAN Bidco LIMITED

(a company controlled by Balfour Beatty Infrastructure Partners, L.P.)

for

ALKANE Energy PLC

1. Introduction

The Boards of Barbican Bidco Limited ("Barbican") and Alkane Energy plc ("Alkane") are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Barbican (a company controlled by Balfour Beatty Infrastructure Partners, L.P. ("BBIP")) to acquire the entire issued and to be issued ordinary share capital of Alkane.

2. The Offer

Under the terms of the Offer, which shall be subject to the conditions and further terms set out in Appendix I to this announcement and to be set out in the Offer Document and, in respect of shares in certificated form, Form of Acceptance, Alkane Shareholders shall be entitled to receive:

for each Alkane Share 36p in cash

The Offer represents a premium of:

(i) 44.00 per cent. to the Closing Price of 25.00 pence per Alkane Share on 15 September 2015 (being the last Business Day prior to this announcement); and

(ii) 59.50 per cent. to the average Closing Price per Alkane Share of approximately 22.57 pence over the six month period ended 15 September 2015 (being the last Business Day prior to the date of this announcement).

The Offer values the entire issued and to be issued ordinary share capital of Alkane at approximately £61.37 million (assuming the exercise of all outstanding options).

The Offer will extend to all Alkane Shares unconditionally allotted or issued and fully paid on the date of the Offer and any Alkane Shares which are unconditionally allotted or issued and fully paid (including pursuant to the exercise of options under the Alkane Share Incentive Schemes) whilst the Offer remains open for acceptance or by such earlier date as Barbican may, subject to the Takeover Code, decide, not being earlier than the date on which the Offer becomes unconditional as to acceptances. 

3. Recommendation

The Alkane Directors, who have been so advised by Altium, consider the terms of the Offer to be fair and reasonable. In providing advice to the Alkane Directors, Altium has taken into account the commercial assessment of the Alkane Directors. Altium is providing independent financial advice to the Alkane Directors for the purpose of Rule 3 of the Code.

Accordingly, the Alkane Directors intend to recommend unanimously that Alkane Shareholders accept the Offer, as they (and the spouse of one of the Alkane Directors) have irrevocably undertaken to do in respect of their entire beneficial holdings, which in aggregate amount to 6,454,565 Alkane Shares, representing, in aggregate, approximately 3.98 per cent. of Alkane's issued ordinary share capital in issue on 15 September 2015.

4. Background to and Reasons for the Offer

BBIP is a leading infrastructure investment fund with a particular interest in the UK power market. BBIP sees great opportunity in Alkane and believes it is an excellent partner for Alkane during the next phase of its development. It believes that Alkane's ability to achieve its future growth potential, both organic and inorganic, will be enhanced under its ownership. The BBIP team has longstanding experience of assisting infrastructure companies such as Alkane in creating sustainable value over the longer term and BBIP believes it is well placed to assist Alkane as it continues to develop and execute its longer-term strategy.

5. Background to and Reasons for the Recommendation

The Board of Alkane believes that the Offer presents an opportunity for Alkane Shareholders to realise a significant premium to the Closing Price per Alkane Share of 25.00 pence on 15 September 2015 (being the last Business Day prior to the date of this announcement), as well as a significant premium to the average Closing Price per Alkane Share of 22.57 pence for the six months ended on 15 September 2015. Given the concentration of shareholdings amongst a small number of Alkane Shareholders and relative lack of liquidity in Alkane Shares, the directors of Alkane believe that the Offer presents an opportunity for Alkane Shareholders to crystallise value for their shareholdings which may not be achieved in the short term if Alkane were to remain independent and quoted on AIM.

Following careful consideration of the above factors, the Alkane Board believes that the Offer Price of 36 pence per share in cash provides attractive value and certainty to Alkane Shareholders.

6. Information Relating to Barbican and to BBIP

Barbican is a new company incorporated in England and Wales specifically for the purpose of making the Offer. Barbican has not traded since incorporation, nor entered into any obligations other than in connection with the implementation of the Offer and no financial information is available or has been published in respect of Barbican.

As at the date of this announcement, the entire issued share capital of Barbican is wholly owned by BBIP through two intermediate holding companies, Barbican Luxembourg S.à r.l. and Barbican Holdco Limited.

BBIP is an infrastructure investment fund, managed by a dedicated team of experienced infrastructure investment professionals. The fund focuses its investments in the energy, transport and utility sectors.

The commitments of the investors in BBIP as at the date of this announcement are approximately $618 million. The investors in BBIP comprise mainly of UK and overseas institutional investors, such as pension funds and life insurance companies.

BBIP holds majority investments in three infrastructure assets, Wightlink, the leading ferry operator between the UK mainland and the Isle of Wight, Upper Peninsula Power Company, a regulated electric utility business providing distribution and power supply service in the Upper Peninsula of Michigan in the United States and McEwan Power, a diversified portfolio of 10 UK based solar parks with a total generation capacity of 71MW.

Investec is acting as financial adviser to Barbican and BBIP.

7. Information Relating to Alkane

Alkane is a fast growing, independent, UK power generator. The Company operates mid-sized 'gas to power' electricity plants providing both predictable and fast response capacity to the grid. Alkane now has a total of 145 MW of installed generating capacity and an electricity grid capacity of 160 MW.

Alkane has various onshore Petroleum Exploration and Development Licences which enables the Company to operate a portfolio of coal mine methane sites extracting gas from abandoned coal mines.

In addition Alkane also operates power response sites which are connected to mains gas and produce electricity at times of high electrical demand or in order to balance the electricity grid.

In its annual results for the year ended 31 December 2014, Alkane reported revenue of £16.0 million, gross profit of £6.5 million and a profit before tax of £3.2 million. On 9 September 2015, Alkane reported its interim results for the six months ended 30 June 2015, with revenue of £8.7 million, gross profit of £3.7 million and a profit before tax of £1.4 million.

Further information relating to Alkane will be contained in the Offer Document.

8. Irrevocable Undertakings

Barbican has received irrevocable undertakings to accept the Offer in respect of a total of 57,370,503 Alkane Shares, representing, in aggregate, approximately 35.34 per cent. of Alkane's existing issued share capital, comprised as follows:

(a) from each of the Alkane Directors (and the spouse of one of the Alkane Directors) in respect of their entire beneficial holdings. Those holdings amount to, in aggregate, 6,454,565 Alkane Shares, representing, in aggregate, approximately 3.98 per cent. of the existing issued share capital of Alkane. These irrevocable undertakings will continue to be binding even in the event of a higher offer for Alkane; and

(b) from certain institutional Alkane Shareholders in respect of 50,915,938 Alkane Shares representing, in aggregate, 31.36 per cent. of the existing issued share capital of Alkane.

Further details of the irrevocable undertakings are set out in Appendix II.

9. Conditions to the offer

The following is a summary of the Conditions to the Offer. The detailed Conditions (and the extent to which any of these are capable of being waived at the sole discretion of Barbican) are set out in Appendix I. The Offer will be conditional upon:

· acceptances received of not less than 90 per cent. of the Alkane Shares to which the Offer relates;

· the United Kingdom Secretary of State for Energy and Climate Change confirming in writing that it does not intend (i) to revoke or recommend the revocation of any interest in any petroleum exploration and development, appraisal or production licence in the United Kingdom held by any member of the Alkane Group; or (ii) to require a further change of control of any such member, in each case as result of the implementation of the Offer; and

· fulfilment of those other Conditions listed in Appendix I to this announcement.

10. Financing the Offer

The consideration payable under the Offer will be funded entirely from the commitments from BBIP investors which will be invested by BBIP (in debt and equity) in Barbican through two wholly-owned intermediate holding companies, with no requirement for any funding from third party providers of debt finance.

Investec, financial adviser to Barbican, is satisfied that sufficient resources are available to satisfy in full the cash consideration payable to Alkane Shareholders under the terms of the Offer.

11. Structure of the Offer

It is intended that the Offer will be implemented by means of a takeover offer under section 974 of the 2006 Act and the Code.

Barbican reserves the right, subject to the consent of the Panel, to effect the Offer by way of a scheme of arrangement under Part 26 of the 2006 Act. Any such scheme of arrangement would be implemented on the same terms (subject to appropriate amendment) as the Offer. References to the Offer and the Offer Document in this announcement shall include, where applicable, any such scheme of arrangement.

12. Management, Employees AND STRATEGY

Barbican holds in very high regard the achievements and expertise of Alkane's management and employees. Accordingly, the Board of Barbican has given assurances to the Board of Alkane that, upon the Offer becoming or being declared unconditional in all respects, the existing employment rights of all Alkane employees will continue to be safeguarded and their accrued rights to pensions benefits protected. Barbican's plans do not involve any material change to the conditions of employment of Alkane's employees, nor are there any current plans to change the principal locations of Alkane's business or to redeploy any of the fixed assets of Alkane. Barbican and BBIP intend to support the business in continuing to develop, execute and, if possible, accelerate management's existing short-term and longer-term strategies.

The non-executive directors of Alkane have agreed to resign from the Alkane Board subject to and with effect from the Offer becoming or being declared unconditional in all respects. Terms have been agreed pursuant to which they will each receive accrued fees and expenses due under their respective letters of appointment, in each case in compensation for loss of office and in full and final settlement of all and any claims they may have against the Alkane Group in respect of their holding office.

13. Alkane Share Incentive Schemes

The Offer extends to any Alkane Shares which are unconditionally allotted or issued whilst the Offer remains open for acceptance (or by such earlier time(s) and/or date(s) as Barbican may, subject to the Takeover Code and/or with the consent of the Panel, determine) as a result of the exercise of options or other awards granted under the Alkane Share Incentive Schemes.

As soon as practicable after the despatch of the Offer Document, Barbican will make appropriate proposals (as described in paragraph 16 below) to participants in the Alkane Share Incentive Schemes to the extent that their options or awards granted under the Alkane Share Incentive Schemes have not been exercised. As at the date of this announcement, there were outstanding options granted over 8,138,091 Alkane Shares at an exercise price lower than the Offer Price.

14. Compulsory Acquisition, Delisting and Cancellation of Trading in Alkane Shares

If Barbican receives acceptances under the Offer in respect of, and/or otherwise acquires after the Offer is made 90 per cent. or more in value of the Alkane Shares to which the Offer relates and assuming that all of the other Conditions have been satisfied or waived (if capable of being waived), Barbican intends to exercise its rights in accordance with sections 974 to 991 of the 2006 Act to acquire compulsorily the remaining Alkane Shares on the same terms as the Offer.

Following the Offer becoming or being declared unconditional in all respects, Barbican intends to seek to cancel the admission of Alkane Shares to trading on AIM as soon as possible thereafter ("Cancellation"). In accordance with AIM Rule 41, Alkane hereby gives notice of the intended Cancellation which, subject to the Offer becoming unconditional in all respects, will take place at least 5 business days thereafter and no earlier than 7:00 a.m. on 15 October 2015. Alkane will provide further details of the Cancellation timetable in due course although, for the avoidance of doubt, if the conditions of the Offer are not met Cancellation will not take place.

The Cancellation will significantly reduce the liquidity and marketability of Alkane Shares.

It is also intended that, following the Offer becoming or being declared unconditional in all respects and, assuming the cancellation of the admission to trading on AIM of the Alkane Shares occurs, Alkane will be re-registered as a private company under the relevant provisions of the 2006 Act.

15. Disclosure of interests in relevant securities

As at the close of business on 15 September 2015, being the latest practicable date before this announcement, other than 161,618 Alkane Shares held by Investec representing 0.10 per cent of the Alkane Shares in issue, none of Barbican, BBIP, Investec or any other person acting in concert with Barbican held any Alkane Shares. Barbican confirms that it will make an Opening Position Disclosure, setting out the details required to be disclosed by it under Rule 8.1(a) of the Takeover Code, within 10 days of the date of this announcement.

16. Offer related arrangements

Confidentiality agreement

Alkane and Barbican entered into a confidentiality agreement in a customary form dated 11 June 2015 pursuant to which Barbican has undertaken, among other things, to keep certain information relating to Alkane confidential and not to disclose it to third parties (other than to permitted parties) unless required by law or regulation. Unless terminated earlier, the confidentiality obligations will remain in force for two years from the date of the agreement.

Memorandum of Understanding

Alkane and Barbican entered into a memorandum of understanding dated 15 September 2015 setting out details of (i) the subsisting options and awards under the Alkane Share Incentive Schemes as at the date of this announcement (ii) the effect that the Offer will have on those subsisting options and awards and (iii) the proposals to be made to participants in the Alkane Share Incentive Schemes by Barbican in accordance with Rule 15 of the Takeover Code.

As soon as practicable after the despatch of the Offer Document, Barbican will make appropriate proposals to participants in the Alkane Share Incentive Schemes. The following is a summary of those proposals, as agreed between Alkane and Barbican:

Vested Options

There are vested options over 3,074,762 Alkane Shares (which are currently exercisable, or will shortly become exercisable, irrespective of the Offer). Alkane and Barbican have agreed that:

(a) all holders of vested tax-advantaged CSOP and ESOP options will be offered the opportunity to exercise their options and accept the Offer on a 'cashless' basis, so that any exercise price due will be deducted from the Offer proceeds payable to them and remitted to Alkane as appropriate;

(b) all holders of vested tax-advantaged Sharesave options will be offered the opportunity to exercise their options using the savings accumulated under their savings contracts and accept the Offer;

(c) all holders of tax-advantaged CSOP, ESOP and Sharesave options will be offered the opportunity to transfer the Alkane Shares acquired pursuant to the exercise of such options to their spouse or registered civil partner following which their spouse or registered civil partner may choose to accept the Offer in respect of the Alkane Shares which are transferred to him or her;

(d) all holders of vested unapproved CSOP and ESOP options will be offered the opportunity to exercise their options and accept the Offer on a 'cashless' basis (as for (a) above) provided that Barbican reserves the right to offer a cash cancellation payment to such option holders instead - calculated by reference to the Offer price, less any exercise price due;

(e) any income tax and employee National Insurance contributions (or their overseas equivalent) payable on exercise/cash cancellation of the vested unapproved CSOP, PSP and ESOP options will be payable by the option holders, also on a 'cashless' basis by way of deduction from their Offer proceeds and remitted to Alkane/HMRC as appropriate; and

(f) any vested options which are not exercised or cash cancelled in accordance with these proposals will lapse and cease to be exercisable as provided for in the relevant Share Scheme rules.

Unvested Options

There are unvested options over, in aggregate, 3,650,379 Alkane Shares under the PSP and over 1,412,950 Alkane Shares under the Sharesave (which are not currently exercisable, but which may become exercisable as a result of the Offer). The remuneration committee of Alkane has exercised its discretion under the rules of the PSP to permit all of the unvested PSP options to vest in full as a result of the Offer. Alkane and Barbican have agreed that:

(a) holders of any unvested PSP options which become exercisable as a result of the Offer will be offered the opportunity to exercise their options and accept the Offer on a 'cashless' basis provided that Barbican reserves the right to offer a cash cancellation payment to such option holders instead - calculated by reference to the Offer price, less any exercise price due;

(b) any income tax and employee National Insurance contributions (or their overseas equivalent) payable on exercise/cash cancellation of the unvested options will be payable by the option holders, also on a 'cashless' basis by way of deduction from their Offer proceeds and remitted to Alkane/HMRC as appropriate;

(c) holders of unvested Sharesave options which become exercisable as a result of the Offer will be offered the opportunity to exercise their options using the savings accumulated under their savings contracts and accept the Offer; and

(d) any unvested options which are not exercised or cash cancelled in accordance with these proposals will lapse and cease to be exercisable as provided for in the relevant Share Scheme rules.

17. Documentation

The following documents will be published on Alkane's website (www.Alkane.co.uk) and Barbican's website (hosted by BBIP LLP, at www.bbip.com) in accordance with Rule 26.1 and 26.2 of the Takeover Code by no later than 12 noon on 17 September 2015 until the Offer closes:

· this announcement;

· the irrevocable undertakings summarised in Appendix II to this announcement;

· the confidentiality agreement between Alkane and BBIP dated 11 June 2015; and

· the memorandum of understanding setting out Alkane and Barbican's intentions in respect of the Alkane Share Incentive Schemes.

The Offer Document is expected to be published and sent to Alkane Shareholders and, for information only, to participants in the Alkane Share Incentive Schemes, in the next few days and will be available on www.Alkane.co.uk and www.bbip.com on the day of publication. 

18. General

The Offer will comply with the applicable rules and regulations of the AIM Rules, the London Stock Exchange and the Takeover Code.

There are no agreements or arrangements to which Barbican is a party which relate to the circumstances in which it may or may not invoke or seek to invoke a Condition.

The Offer will be subject to the Conditions and certain further terms of the Offer set out in Appendix I to this announcement and to be set out in the Offer Document and the Form of Acceptance. Appendix II contains details of the irrevocable undertakings given to Barbican. Appendix III sets out the source and bases of certain financial and other information contained in this announcement. Appendix IV contains the definitions of certain terms used in this announcement.

Further information

This announcement is for information only and is not intended to and does not constitute, or form part of, any offer to sell or invitation to purchase or subscribe for any securities, or any solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer will be effected solely through the Offer Document, which, together with the Form of Acceptance (in relation to Alkane Shareholders holding shares in certificated form only) will contain the full details, terms and conditions of the Offer, including the details of how to accept the Offer. This announcement has been issued by and is the sole responsibility of Barbican.

Any decision regarding the Offer should be made only on the basis of information referred to in the Offer Document and the Form of Acceptance which Barbican intends to despatch shortly to Alkane Shareholders, persons with information rights and, for information only, to participants in the Alkane Share Incentive Schemes.

Please be aware that addresses, electronic addresses and certain other information provided by Alkane Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from Alkane may be provided to Barbican during the Offer Period as required under Section 4 of Appendix 4 to the Takeover Code.

Investec, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for Barbican and BBIP and no one else in connection with the Offer and will not be responsible to anyone other than Barbican and BBIP for providing the protections afforded to its clients or for providing advice in relation to the Offer or any other matters referred to herein.

Altium Capital Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Alkane and no one else in connection with the Offer and this announcement and will not be responsible to anyone other than Alkane for providing the protections afforded to clients of Altium nor for providing advice in connection with the Offer or this announcement or any matter referred to herein.

Liberum, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Alkane and no one else in connection with the Offer and this announcement and will not be responsible to anyone other than Alkane for providing the protections afforded to clients of Liberum nor for providing advice in connection with the Offer or this announcement or any matter referred to herein.

Overseas Shareholders

The Offer will not be made, directly or indirectly, in or into, or by use of the mails, or by any means or instrumentality (including, without limitation, by means of telephone, facsimile, telex, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facilities of a securities exchange of, the United States, Canada, Australia or Japan, and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within the United States, Canada, Australia or Japan. Accordingly, copies of this announcement and any other related document will not be, and must not be, directly or indirectly, mailed or otherwise distributed or sent in or into the United States, Canada, Australia or Japan and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from such jurisdictions as doing so may violate the laws of such jurisdictions and may make invalid any purported acceptance of the Offer by persons in any such jurisdiction.

This announcement has been prepared for the purpose of complying with English law, the AIM Rules, the rules of the London Stock Exchange and the Takeover Code, and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the UK.

Disclosure requirements of the Takeover Code (the "Code")

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Cautionary note regarding forward-looking statements

This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and business of the Alkane Group and certain plans and objectives of the boards of directors of Alkane and Barbican and of BBIP. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words of similar meaning. These statements are based on current expectations, assumptions and assessments made by the boards of directors of Alkane and Barbican and of BBIP in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, and the factors described in the context of such forward-looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this announcement. Alkane, Barbican and BBIP assume no obligation to update or correct the information contained in this announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.

The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and service of this announcement shall not give rise to any implication that there has been no change in the facts set out in this announcement since such date. Nothing contained in this announcement shall be deemed to be a forecast, projection or estimate of the future financial performance of Alkane except where expressly stated.

Rule 2.10 disclosure

In accordance with Rule 2.10 of the Code, Alkane confirms it has 162,335,569 ordinary shares of 0.5 pence each in issue and admitted to trading on the AIM market of the London Stock Exchange. The International Securities Identification Number for the Alkane Shares is GB0003286613.

Publication of this announcement

A copy of this announcement and the display documents required to be published pursuant to Rule 26.1 of the Takeover Code will be available, subject to certain restrictions relating to persons resident in the United States, Canada, Australia and Japan, on www.bbip.com and on www.alkane.co.uk by no later than 12 noon on 17 September 2015.

Neither the content of Alkane's nor BBIP LLP's websites nor the content of any websites accessible from hyperlinks on such websites (or any other websites) are incorporated into, or form part of, this announcement nor, unless previously published by means of a recognised information service, should any such content be relied upon in reaching a decision regarding the matters referred to in this announcement.

A hard copy of this announcement will be sent to Alkane Shareholders (other than Alkane Shareholders who have elected to receive electronic communications) in the near future. Alkane Shareholders may request a hard copy of this announcement by contacting Stephen Goalby, during business hours on +44 1623 827 927 or by submitting a request in writing to Stephen Goalby, Edwinstowe House, Edwinstowe, Notts, NG21 9PR. Alkane Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Offer should be in hard copy form.

The Offer is subject to the provisions of the Takeover Code.

Appendix I

Conditions and certain furtHer terms of the offer

Part 1: COnditions of the Offer

The Offer will be conditional upon:

(a) valid acceptances of the Offer being received (and not, where permitted, withdrawn) by 1.00 p.m. on the First Closing Date (or such later time(s) and/or date(s) as Barbican may, subject to the rules of the Code or with the consent of the Panel, decide) in respect of not less than 90 per cent. (or such lesser percentage as Barbican may decide) in nominal value of the shares to which the Offer relates, and not less than 90 per cent. (or such lesser percentage as Barbican may decide) of the voting rights carried by the shares to which the Offer relates, provided that this Condition will not be satisfied unless Barbican and/or any of its associates shall have acquired or agreed to acquire, whether pursuant to the Offer or otherwise, Alkane Shares carrying in aggregate more than 50 per cent. of the voting rights then exercisable at a general meeting of Alkane including, to the extent (if any) required by the Panel, any voting rights attaching to any Alkane Shares which are unconditionally allotted before the Offer becomes or is declared unconditional as to acceptances pursuant to the exercise of any outstanding conversion or subscription rights or otherwise. For the purposes of this Condition:

(i) Alkane Shares which have been unconditionally allotted shall be deemed to carry the voting rights which they will carry upon issue; and

(ii) the expressions "shares to which the Offer relates" and "associates" shall be construed in accordance with sections 974 to 991 of the 2006 Act;

(b) the United Kingdom Secretary of State for Energy and Climate Change confirming in writing that it does not intend (i) to revoke or recommend the revocation of any interest in any petroleum exploration and development, appraisal or production licence in the United Kingdom held by any member of the Alkane Group; or (ii) to require a further change of control of any such member, in each case as result of the implementation of the Offer;

(c) no government or governmental, quasi-governmental, supranational, statutory, regulatory or investigative body, authority, court, trade agency, association or institution or professional or environmental body in any jurisdiction in which Alkane carries on business (each a "Third Party") having instituted, implemented or threatened or having announced its intention to institute, implement or threaten any action, proceedings, suit, investigation, enquiry or reference or having required any action to be taken or information to be provided or otherwise having done anything or having made, proposed or enacted any statute, regulation, order or decision or having done anything which would or might reasonably be expected to:

(i) make the Offer or its implementation, or the acquisition or the proposed acquisition by Barbican of any shares or other securities in, or control of, Alkane or any of its subsidiaries or subsidiary undertakings void, illegal or unenforceable under the laws of any jurisdiction, or otherwise directly or indirectly materially restrain, prohibit, restrict, prevent or delay the same to a material extent or impose additional materially adverse conditions or financial or other obligations with respect thereto, or otherwise materially challenge or interfere therewith;

(ii) require, prevent or materially delay the divestiture or materially alter the terms envisaged for any proposed divestiture by any member of the Alkane Group of all or any material portion of their respective businesses, assets or property, or (to an extent which is material in the context of the Offer or the Alkane Group taken as a whole) impose any limit on the ability of any of them to conduct their respective businesses (or any of them) or to own or control any of their respective assets or properties or any part thereof;

(iii) impose any material limitation on, or result in any material delay in, the ability of Barbican or any member of the Alkane Group to acquire, hold or exercise effectively, directly or indirectly, all or any rights of ownership of Alkane Shares or any shares or securities convertible into Alkane Shares or to exercise voting or management control over any member of the Alkane Group in any such case which is material in the context of the Alkane Group taken as a whole;

(iv) require Barbican and/or any member of the Alkane Group to acquire or offer to acquire or repay any shares or other securities in and/or indebtedness of any member of the Alkane Group owned by or owed to any Third Party in circumstances which would impose on Barbican or any member of the Alkane Group a liability which is material in the context of the Alkane Group taken as a whole; or

(v) save in respect of the Ofgem Investigation, otherwise adversely affect any or all of the businesses, assets or profits or financial or trading position of any member of the Alkane Group or Barbican to an extent which is material in the context of the Offer or the Alkane Group taken as a whole,

and all applicable waiting and other time periods during which any Third Party could institute, implement or threaten any such action, proceedings, suit, investigation, enquiry or reference under the laws of any jurisdiction in which Alkane carries on business, having expired, lapsed or been terminated;

(d) all necessary filings and applications having been made and all necessary waiting and other time periods (including any extensions thereof) under any applicable legislation or regulations of any jurisdiction in which Alkane carries on business having expired, lapsed or been terminated and all statutory or regulatory obligations in any jurisdiction in which Alkane carries on business having been complied with in each case as may be necessary in connection with the Offer and its implementation or the acquisition or proposed acquisition by Barbican of any shares or other securities in, or control of, Alkane and all authorisations, orders, recognitions, grants, consents, clearances, confirmations, licences, certificates, permissions and approvals ("Authorisations") which are material and necessary or appropriate for, or in respect of, the Offer or the acquisition or proposed acquisition by Barbican of any shares or other securities in, or control of, Alkane or the carrying on by any member of the Alkane Group of its business or in relation to the affairs of any member of the Alkane Group having been obtained in terms and in a form reasonably satisfactory to Barbican from all appropriate Third Parties or persons with whom any member of the Alkane Group has entered into material contractual arrangements and all such Authorisations remaining in full force and effect and all filings necessary for such purpose having been made and there being no notice or written intimation of any intention to revoke, suspend, restrict or amend or not renew the same at the time at which the Offer becomes or is declared wholly unconditional and there being no indication that the renewal costs of any Authorisation might be materially higher than the renewal costs for the current Authorisation in each case where the absence of such Authorisation would have a material adverse effect on the Alkane Group taken as a whole;

(e) except as publicly announced by Alkane prior to 15 September 2015 through a Regulatory Information Service (a "RIS") or disclosed in writing to Barbican or its advisers prior to 15 September 2015 or as disclosed in the annual report and accounts of Alkane for the year ended 31 December 2014 or in the interim results announcement of Alkane for the six months ended 30 June 2015, there being no provision of any arrangement, agreement, licence or other instrument to which any member of the Alkane Group is a party or by or to which any such member or any of its respective assets is or are or may be bound, entitled or subject or any circumstance which, in consequence of the making or implementation of the Offer or the proposed acquisition of any shares or other securities in, or control of, Alkane by Barbican, or because of a change in the control or management of Alkane or otherwise, could reasonably be expected to result in (to an extent which is material in the context of the Alkane Group taken as a whole):

(i) any indebtedness or liabilities actual or contingent of, or any grant available to, any member of the Alkane Group being or becoming repayable or capable of being declared repayable immediately or prior to its stated maturity or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or capable of being withdrawn or inhibited;

(ii) the creation or enforcement of any mortgage, charge or other security interest over the whole or any material part of the business, property, assets or interests of any member of the Alkane Group or any such security (whenever created, arising or having arisen) being enforced or becoming enforceable;

(iii) any such arrangement, agreement, licence or instrument or the rights, liabilities, obligations, or interests of any member of the Alkane Group under any such arrangement, agreement, licence or instrument (or any arrangement, agreement, licence or instrument relating to any such right, liability, obligation, interest or business) or the interests or business of any such member in or with any other person, firm, company or body being or becoming capable of being terminated or adversely modified or adversely affected or any materially adverse action being taken or any onerous obligation or liability arising thereunder;

(iv) any asset or interest of any member of the Alkane Group being or falling to be disposed of or charged (otherwise than in the ordinary course of business) or ceasing to be available to any member of the Alkane Group or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any member of the Alkane Group;

(v) any member of the Alkane Group ceasing to be able to carry on business under any name under which it presently does so;

(vi) Barbican or any member of the Alkane Group being required to acquire or repay any shares in and/or indebtedness of any member of the Alkane Group owned by any Third Party;

(vii) any change in or effect on the ownership or use of any intellectual property rights owned or used by any member of the Alkane Group;

(viii) the value or financial or trading position of any member of the Alkane Group being prejudiced or adversely affected (to an extent which is material in the context of the Alkane Group taken as a whole); or

(ix) the creation of any liability, actual or contingent, by any such member (to an extent which is material in the context of the Alkane Group taken as a whole),

and no event having occurred which, under any provision of any such arrangement, agreement, licence or other instrument, might reasonably be expected to result in any of the events referred to in this Condition (e) to an extent which would be material in the context of the Alkane Group taken as a whole;

(f) since 31 December 2014 and except as disclosed in Alkane's annual report and accounts for the year ended 31 December 2014 or in the interim results announcement of Alkane for the six months ended 30 June 2015, or as disclosed by or on behalf of Alkane to Barbican or its advisers in writing prior to 15 September 2015 or as otherwise publicly announced by Alkane on or prior to 15 September 2015 through a RIS, no member of the Alkane Group having:

(i) issued or agreed to issue or authorised or proposed the issue of additional shares or securities of any class, or securities convertible into or exchangeable for shares, or rights, warrants or options to subscribe for or acquire any such shares, securities or convertible securities (save for issues between Alkane and any of its wholly-owned subsidiaries or between such wholly-owned subsidiaries and save for options granted under the Alkane Share Incentive Schemes before 15 September 2015 or the issue of any Alkane Shares allotted upon the exercise of options granted before 15 September 2015 under the Alkane Share Incentive Schemes) or redeemed, purchased, repaid or reduced or proposed the redemption, purchase, repayment or reduction of any part of its share capital or any other securities;

(ii) recommended, declared, made or paid or proposed to recommend, declare, make or pay any bonus, dividend or other distribution whether payable in cash or otherwise other than any distribution by any wholly-owned subsidiary within the Alkane Group;

(iii) save as between Alkane and its wholly-owned subsidiaries, or upon the exercise of options granted under the Alkane Share Incentive Schemes, effected, authorised, proposed or announced its intention to propose any change in its share or loan capital which in each case would be material in the context of the Alkane Group taken as a whole;

(iv) save as between Alkane and its wholly-owned subsidiaries and other than pursuant to the Offer, effected, authorised, proposed or announced its intention to propose any merger, demerger, reconstruction, arrangement, amalgamation, commitment or scheme or any acquisition or disposal or transfer of assets or shares (other than in the ordinary course of business) or any right, title or interest in any assets or shares or other transaction or arrangement in respect of itself or another member of the Alkane Group which in each case would be material in the context of the Alkane Group taken as a whole;

(v) acquired or disposed of or transferred (other than in the ordinary course of trading) or mortgaged, charged or encumbered any assets or shares or any right, title or interest in any assets or shares (other than in the ordinary course of trading) or authorised the same or entered into, varied or terminated or authorised, proposed or announced its intention to enter into, vary, terminate or authorise any agreement, arrangement, contract, transaction or commitment (other than in the ordinary course of trading and whether in respect of capital expenditure or otherwise) which is of a loss making, long-term (which shall mean for a fixed term in excess of 12 months and/or not terminable by the giving of 12 months' notice or less) or unusual or onerous nature or magnitude, or which involves or could involve an obligation of an unusual or onerous nature or magnitude, in each case which is material in the context of the Alkane Group taken as a whole;

(vi) entered into any agreement, contract, transaction, arrangement or commitment (other than in the ordinary course of trading) which is material in the context of the Alkane Group taken as a whole;

(vii) entered into any contract, transaction or arrangement which would be materially restrictive on the business of the Alkane Group taken as a whole or which involve obligations which would be expected to be so restrictive;

(viii) issued, authorised or proposed the issue of or made any change in or to any debentures, or (other than in the ordinary course of trading) incurred or increased any indebtedness or liability, actual or contingent, which is material in the context of the Alkane Group taken as a whole;

(ix) been unable or admitted that it is unable to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business or proposed or entered into any composition or voluntary arrangement with its creditors (or any class of them) or the filing at court of documentation in order to obtain a moratorium prior to a voluntary arrangement or, by reason of actual or anticipated financial difficulties, commenced negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness;

(x) made, or announced any proposal to make, any change or addition to any retirement, death or disability benefit or any other employment-related benefit of or in respect of any of its directors, employees, former directors or former employees;

(xi) save as between Alkane and its wholly-owned subsidiaries, granted any lease or third party rights in respect of any of the leasehold or freehold property owned or occupied by it or transferred or otherwise disposed of any such property;

(xii) entered into or varied or made any offer (which remains open for acceptance) to enter into or vary the terms of any service agreement with any director or senior executive of Alkane or any director or senior executive of the Alkane Group;

(xiii) taken or proposed any corporate action or had any proceedings started or threatened against it for its winding-up (voluntary or otherwise), dissolution, striking-off or reorganisation or for the appointment of a receiver, administrator (including the filing of any administration application, notice of intention to appoint an administrator or notice of appointment of an administrator), administrative receiver, trustee or similar officer of all or any part of its assets or revenues or for any analogous proceedings or steps in any jurisdiction or for the appointment of any analogous person in any jurisdiction;

(xiv) made any amendment to its articles of association;

(xv) waived or compromised any claim or authorised any such waiver or compromise, save in the ordinary course of business, which is material in the context of the Alkane Group taken as a whole;

(xvi) taken, entered into or had started or threatened against it in a jurisdiction outside England and Wales any form of insolvency proceeding or event similar or analogous to any of the events referred to in Condition (f) (ix) or Condition (f) (xiii) above; or

(xvii) agreed to enter into or entered into an agreement or arrangement or commitment or passed any resolution or announced any intention with respect to any of the transactions, matters or events referred to in this Condition (f);

(g) except as publicly announced by Alkane prior to 15 September 2015 through a RIS or disclosed in writing to Barbican or its advisers prior to 15 September 2015 and save as disclosed in the annual report and accounts of Alkane for the financial year ended 31 December 2014 in the interim results announcement of Alkane for the six months ended 30 June 2015, or the Offer Document, since 31 December 2014:

(i) there having been no material adverse change or deterioration in the business, assets, financial or trading position or profits or prospects of the Alkane Group taken as a whole;

(ii) no material litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Alkane Group is or may become a party (whether as claimant or defendant or otherwise), and no material enquiry or investigation by or complaint or reference to any Third Party, against or in respect of any member of the Alkane Group, having been threatened, announced or instituted or remaining outstanding by, against or in respect of any member of the Alkane Group in any way which is material in the context of the Alkane Group taken as a whole; and

(iii) no contingent or other liability having arisen or become apparent or increased which might be reasonably likely in either case to have a material adverse effect on the Alkane Group taken as a whole;

(h) except as publicly announced by Alkane prior to 15  September 2015 through a RIS or disclosed in writing to Barbican or its advisers prior to 15 September 2015 and save as disclosed in the annual report and accounts of Alkane for the financial year ended 31 December 2014, in the interim results announcement of Alkane for the six months ended 30 June 2015, or the Offer Document, Barbican not having discovered:

(i) that any financial, business or other information concerning Alkane or the Alkane Group which is contained in the information publicly disclosed at any time by or on behalf of any member of the Alkane Group either publicly or in the context of the Offer contains a material misrepresentation of fact which has not, prior to 15 September 2015, been corrected by public announcement through an RIS or omits to state a fact necessary to make the information contained therein not materially misleading;

(ii) any information which in the context of the Offer materially affects the import of any such information as is mentioned in Condition (h)(i); or

(iii) that any member of the Alkane Group is subject to any liability, contingent or otherwise which is material in the context of the Alkane Group taken as a whole; and

(i) save as disclosed by or on behalf of Alkane to Barbican or its advisers in writing prior to 15 September 2015, Barbican not having discovered that:

(i) there has been a disposal, spillage or leakage of waste or hazardous substance or any substance likely to impair the environment or harm human health on, or there has been an emission or discharge of any waste or hazardous substance or any substance likely to impair the environment or harm human health from, any land or other asset now or previously owned, occupied or made use of by any past or present member of the Alkane Group which would be likely to give rise to any liability (whether actual or contingent, civil or criminal) or cost on the part of any member of the Alkane Group which is material in the context of the Alkane Group taken as a whole;

(ii) any past or present member of the Alkane Group has failed to comply in any material respect with any and/or all applicable legislation or regulations of any relevant jurisdiction with regard to the use, treatment, handling, storage, transport, disposal, spillage, release, discharge, leak or emission of any waste or hazardous substance or any substance reasonably likely to impair the environment or harm human health or animal health or otherwise relating to environmental matters, or that there has otherwise been any such use, treatment, handling, storage, transport, disposal, spillage, release, discharge, leak or emission (whether or not the same constituted a non-compliance by any member of the Alkane Group with any such legislation or regulations, and wherever the same may have taken place) any of which use, treatment, handling, storage, transport, disposal, spillage, release, discharge, leak or emission would be likely to give rise to any liability (actual or contingent, civil or criminal) or cost on the part of any member of the Alkane Group which is material in the context of the Alkane Group taken as a whole;

(iii) other than pursuant to the obligations contained in any petroleum exploration and development licence and/or exploration licence in the United Kingdom in respect of which any member of the Alkane Group is a licensee, the existence of which have been disclosed to Barbican prior to 15 September 2015, there is, or is reasonably likely to be, for that or any other reason whatsoever, any liability (actual or contingent) on any past or present member of the Alkane Group which is outside the scope of any petroleum exploration and development licence and/or exploration licence in the United Kingdom held by any member of the Alkane Group disclosed to Barbican prior to15 September 2015 to make good, alter, improve, repair, reinstate, clean up or otherwise assume responsibility for any property or any controlled waters now or previously owned, occupied, operated or made use of or controlled by any such past or present member of the Alkane Group, under any environmental legislation, regulation, notice, circular or order or any government, governmental, quasi-governmental, state or local government, supranational, statutory or other regulatory body, agency, court, association or any other person or body in any jurisdiction which is material in the context of the Alkane Group taken as a whole;

(iv) circumstances exist whereby a person or class of persons would be reasonably likely to have a claim or claims in respect of any product or process of manufacture or materials used therein now or previously manufactured, sold or carried out by any past or present member of the Alkane Group, which claim or claims would be reasonably likely to have a material adverse effect on any member of the Alkane Group to an extent which is material in the context of the Alkane Group taken as a whole;

(v) circumstances exist (whether as a result of the making of the Offer or otherwise) which would be reasonably likely to lead to a Third Party instituting, or whereby any present or past member of the Alkane Group would be reasonably likely to be required to institute, in each case other than pursuant to the terms of any petroleum exploration and development licence and/or exploration licence in the United Kingdom in respect of which any member of the Alkane Group is a licensee, the existence of each which have been disclosed to Barbican prior to 15 September 2015, an environmental audit or take any other steps which would, in any such case, be reasonably likely to result in any actual or contingent liability to improve or install new plant or equipment or make good, repair, reinstate or clean up any land or other asset now or previously owned, occupied or made use of by any member of the Alkane Group which is outside the scope of any petroleum exploration and development licence and/or exploration licence in the United Kingdom held by any member of the Alkane Group and disclosed to Barbican prior to 15 September 2015, which, in any such case, would be material in the context of the Alkane Group taken as a whole;

(vi) any member of the Alkane Group or any person that performs or has performed services for or on behalf of any such company is or has at any time engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010 or any other applicable anti-corruption legislation;

(vii) any member of the Alkane Group is ineligible to be awarded any contract or business under section 23 of the Public Contracts Regulations 2006; or

(viii) any asset of any member of the Alkane Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition).

Part 2: Certain further terms of the Offer

1. The Offer will lapse, and will not proceed, if there is a Phase II CMA Reference or if Phase 2 European Commission proceedings are initiated or if, following a referral of the Offer by the European Commission under Article 9(1) of the European Council Merger Regulation to a competent authority in the United Kingdom, there is a Phase II CMA Reference, in any such case before 1.00 p.m. on the First Closing Date or the time and date at which the Offer becomes, or is declared, unconditional (whichever is the later). 

In such circumstances, the Offer will cease to become capable of further acceptance and accepting Alkane Shareholders and Barbican shall cease to be bound by acceptances delivered on or before the date on which the Offer so lapses.

2. Barbican reserves the right (subject to the requirements of the Code and the Panel) to waive all or any of the Conditions in paragraphs (b) to (i) (inclusive) of Part 1, in whole or in part, at its absolute discretion.

3. Barbican shall be under no obligation to waive or treat as fulfilled any of the Conditions in Part 1 by a date earlier than the latest date specified below for the fulfilment of them notwithstanding that the other Conditions may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

4. At such time as the Condition in paragraphs (a) and (b) of Part 1 have been satisfied, Barbican will declare the Offer unconditional in all respects unless it has at that time notified the Panel and Alkane of some fact or circumstance which entitles (or might reasonably be expected with further investigation to entitle) it to declare the Offer to have lapsed in reliance on some other Condition.

5. Except with the consent of the Panel, the Offer will lapse unless all Conditions to the Offer are fulfilled or (if capable of waiver) waived or, where appropriate, have been determined by Barbican to have been or remain satisfied by midnight (London time) on the date which is 21 days after the later of the First Closing Date and the date on which the Offer becomes or is declared unconditional (or such later date (if any) as Barbican may, with the consent of the Panel or in accordance with the Code, decide).

6. If Barbican is required to make a mandatory offer for Alkane Shares under Rule 9 of the Code, Barbican may make such alterations to the above Conditions as are necessary to comply with the Code.

7. The Alkane Shares will be acquired by Barbican fully paid and free from all liens, charges, encumbrances, rights of pre-emption and any other third party rights of any nature whatsoever and together with all rights attaching to them as at the date of this announcement or subsequently attaching or accruing to them, including, without limitation, voting rights and the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid, or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after the date of this announcement. Accordingly, insofar as a dividend and/or distribution and/or a return of capital is proposed, declared, made, paid or payable by Alkane in respect of an Alkane Share on or after the date of this announcement, Barbican reserves the right to reduce by the amount of the dividend and/or distribution and/or return of capital, the price payable under the Offer in respect of an Alkane Share, except insofar as the Alkane Share is or will be transferred pursuant to the Offer on a basis which entitles Barbican alone to receive the dividend and/or distribution and/or return of capital but if that reduction in price has not been effected, the person to whom the Offer Price is paid in respect of that Alkane Share, will be obliged to account to Barbican for the amount of such dividend and/or distribution and/or return of capital.

8. Barbican reserves the right, subject to the prior consent of the Panel, to implement the Offer by way of a scheme of arrangement. In such event, the Offer will be implemented on the same terms, so far as applicable, as those which would apply under a contractual offer, subject to appropriate amendments to reflect the change in method of effecting the Offer.

9. Each of the Conditions shall be regarded as a separate condition and shall not be limited by reference to any other Condition.

10. The Offer will be governed by the laws of England and Wales and be subject to the jurisdiction of the Courts of England and Wales and to the conditions and further terms set out in this announcement and in the Offer Document. The Offer will be subject to the applicable requirements of the Financial Conduct Authority, the CMA, FSMA, the London Stock Exchange and the Code. This announcement does not constitute, or form part of, an offer or invitation to purchase Alkane Shares or any other securities.

Appendix II

DETAILS OF IRREVOCABLE UNDERTAKINGS

Barbican has received irrevocable undertakings to accept the Offer in respect of a total of 57,370,503 Alkane Shares, representing, in aggregate, approximately 35.34 per cent. of Alkane's existing issued share capital, comprised as follows.

Alkane Directors

Other Alkane Shareholders

The irrevocable undertaking given by Henderson Global ceases to be binding if:

(a) the Offer Document is not posted within 28 days of the date of this announcement or within such longer period as Offeror, with the consent of the Panel, determines;

(b) the Offer lapses or is withdrawn; or

(c) the Offer is not declared unconditional as to acceptances by 6pm (London time) on 31 December 2015.

The remaining irrevocable undertakings cease to be binding if:

(a) Barbican announces, with the consent of the Panel, that it does not intend to make or proceed with the Offer and no new, revised or replacement Offer or scheme of arrangement is announced in accordance with Rule 2.7 of the Code at the same time; or

(b) the Offer lapses or is withdrawn and no new, revised or replacement offer or scheme has been announced in its place in accordance with Rule 2.7 of the Code, or is amended by Barbican in accordance with Rule 2.7 of the Code within five Business Days.

The irrevocable undertakings given by the Alkane Directors continue to be binding in the event of a higher third party offer for Alkane. 

In the case of the undertaking given by Henderson Global, the undertaking ceases to be binding if a competing offer is announced by a third party in respect of all the share capital of Alkane which:

(a) in the reasonable opinion of Altium exceeds the value offered pursuant to the Offer by more than five per cent.; and

(b) a period of five days has elapsed from the announcement of such third party offer without Barbican having revised the terms of the Offer so that, in the reasonable opinion of Altium, the revised value of the Offer exceeds the value of the offer by such third party.

The remaining undertakings cease to be binding if a competing offer is announced by a third party in respect of all the share capital of Alkane which:

(a) in the reasonable opinion of Altium exceeds the value offered pursuant to the Offer by more than ten per cent.; and

(b) is recommended by the Board of Alkane; and

(c) a period of ten days has elapsed from the announcement of such third party offer without Barbican having revised the terms of the Offer so that, in the reasonable opinion of Investec, the revised value of the Offer exceeds the value of the offer by such third party.

Appendix III

SOURCES AND BASES

(a) As at the close of business on 15 September 2015, Alkane had 162,335,569 ordinary shares of 0.5 pence each in issue and admitted to trading on AIM. The International Securities Identification Number for the Alkane Shares is GB0003286613.

(b) The value attributed to the existing and to be issued share capital of Alkane is based upon the 162,335,569 Alkane Shares in issue as at the date of this announcement, as disclosed by Alkane in accordance with AIM Rule 26, and the 8,138,091 Alkane Shares which are the subject of outstanding options granted under the Alkane Share Incentive Schemes with an exercise price of less than the Offer Price.

(c) Unless otherwise stated, the financial information concerning Alkane has been extracted from the audited annual report and accounts for Alkane for the periods ended 31 December 2014 and 31 December 2013 and the unaudited interim results for the half year to 30 June 2015.

(d) Alkane Share prices have been derived from the Daily Official List and represent the Closing Prices on the relevant date.

(e) References to a percentage of Alkane's issued ordinary share capital are based on the number of Alkane Shares in issue as set out in paragraph (a) above.

Appendix IV

DEFINITIONS

The following definitions apply throughout this announcement unless the context requires otherwise.

All references to time in this announcement are to London time.

Words importing the singular shall include the plural and vice versa, and words importing the masculine shall include the feminine or neutral gender.