7th Sep 2007 07:01
Cairn Energy PLC07 September 2007 7 September 2007 Not for release, publication or distribution, in whole or in part, in or into orfrom the United States, Canada, Australia, Japan or any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction Recommended Cash Offer by Jefferies International Limited on behalf of Capricorn Petroleum Limited a subsidiary of Cairn Energy PLC for medOil plc Summary: • The Boards of Cairn and medOil are pleased to announce that they havetoday reached agreement on the terms of a recommended cash offer to be made byJefferies International on behalf of Capricorn for the whole of the issued andto be issued share capital of medOil. • Under the terms of the Offer, medOil Shareholders will be entitled toreceive 23 pence per medOil Share in cash. On this basis, the terms of the Offervalue the entire existing issued and to be issued share capital of medOil atapproximately £14.9 million. • The Offer Price represents a premium of: - approximately 19.5 per cent. to the Closing Price of 19.25 pence permedOil Share on 6 September 2007 (being the last Business Day prior to thisannouncement); and - approximately 19.8 per cent. to the average Closing Price of 19.2pence per medOil Share for the 30 calendar days ended 6 September 2007 (beingthe last Business Day prior to this announcement). • The medOil Directors have agreed unanimously to recommend that medOilShareholders accept the Offer, when made, as each of the medOil Directors hasirrevocably undertaken to do (or procure to be done) once the Offer has beenmade in respect of his own beneficial holding of medOil Shares (amounting, inaggregate to 13,346,667 medOil Shares, representing approximately 24.7 per cent.of the existing issued share capital of medOil). In addition, those of themedOil Directors who hold medOil Warrants and one other holder of medOilWarrants have undertaken, conditional upon the Offer becoming or being declaredunconditional in all respects, to surrender the medOil Warrants held by them(which entitle them to subscribe for an aggregate of 10,600,000 medOil Shares)in exchange for a cash cancellation payment per medOil Warrant based upon theOffer Price, from Capricorn. • Capricorn has also received an irrevocable undertaking to accept theOffer from one other medOil shareholder, in respect of 5,833,333 medOil Shares,representing approximately 10.8 per cent. of the existing issued share capitalof medOil. • Accordingly, Capricorn has received irrevocable undertakings inrespect of, in aggregate, 19,180,000 medOil Shares, representing approximately35.5 per cent. of medOil's existing issued share capital. • Capricorn has received non-binding letters of intent to accept theOffer from Universities Superannuation Scheme in respect of 4,393,889 medOilShares representing approximately 8.1 per cent. of the existing issued sharecapital of medOil and from Aerion Fund Management with respect to itsshareholding in medOil which Capricorn understands is 2,013,889 medOil Sharesrepresenting approximately 3.7 per cent. of the existing issued share capital ofmedOil. Commenting on the Offer, Mike Watts, Exploration and New Business Director ofCairn and Chief Executive Officer of Capricorn Energy, said: "Capricorn is making the Offer for medOil to establish a position in oilexploration, offshore Tunisia. medOil has a 100 per cent. interest in the LouzaPermit where four wells have been drilled, two in the 1970's, two in the 1990's,which resulted in one discovery, one well with oil shows and two dry holes.medOil has recently acquired high quality 3-D seismic over part of the block." John Lander, Chairman of medOil, said: "The Offer provides medOil Shareholders with an opportunity to lock-in value atan attractive premium to the market value at a time when markets areexperiencing considerable volatility. The offer from Cairn reflects the qualityof the medOil exploration portfolio." ENQUIRIES For further information contact: Cairn/CapricornMike Watts 0131 475 3000Jann BrownSimon Thomson Jefferies InternationalRichard Kent 020 7618 3713 medOilJohn Lander 020 7921 0001 Arden PartnersChris Hardie 020 7398 1639Steve Douglas 0121 423 8943 This summary should be read in conjunction with, and is subject to, the fulltext of the attached Announcement (including its appendices). Appendix I setsout the conditions to and certain further terms of the Offer. Appendix II setsout the bases and sources of certain financial information contained in thissummary and in the attached Announcement. Appendix III contains certain detailsin respect of irrevocable undertakings given to Capricorn. Appendix IV containsdefinitions of certain expressions used in this summary and in the attachedAnnouncement. The Offer Document and the Form of Acceptance will be posted to medOilShareholders as soon as practicable and, in any event, within 28 days of thisAnnouncement, except otherwise with the consent of the Panel. Jefferies International, which is authorised and regulated in the United Kingdomby the Financial Services Authority, is acting as financial adviser to Cairn andCapricorn in connection with the Offer and no-one else and will not beresponsible to anyone other than Cairn and Capricorn for providing theprotections afforded to customers of Jefferies International or for providingadvice in relation to the Offer. Arden Partners, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting for medOil in connection with the Offerand no-one else and will not be responsible to anyone other than medOil forproviding the protections afforded to clients of Arden Partners or for providingadvice in relation to the Offer. Neither this summary nor the attached Announcement constitutes, or forms partof, an offer or an invitation to purchase or subscribe for any securities. TheOffer will be made solely by the Offer Document and (in the case of medOilShares held in certificated form) the Form of Acceptance, which together willcontain the full terms and conditions of the Offer, including details of how theOffer may be accepted. 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 will not be 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, and the Offer, when made, should not be accepted by any suchuse, means, instrumentality or facilities or from or within the United States,Canada, Australia or Japan or any such other jurisdiction. Accordingly, copiesof this summary and the attached Announcement are not being, and must not bemailed or otherwise forwarded, distributed or sent in, into or from the UnitedStates, Canada, Australia or Japan and all persons receiving this summary andthe attached Announcement (including nominees, trustees and custodians) must notmail or otherwise forward, distribute or send it in, into or from the UnitedStates, Canada, Australia or Japan. Doing so may render invalid any purportedacceptance of the Offer. Notwithstanding the foregoing, Capricorn will retainthe right to permit the Offer to be accepted and any sale of securities pursuantto the Offer to be completed if, in its sole discretion, it is satisfied thatthe transaction in question can be undertaken in compliance with applicable lawand regulation. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,"interested" (directly or indirectly) in 1% or more of any class of "relevantsecurities" of medOil, all "dealings" in any "relevant securities" of thatcompany (including by means of an option in respect of, or a derivativereferenced to, any such "relevant securities") must be publicly disclosed by nolater than 3.30 pm (London time) on the London business day following the dateof the relevant transaction. This requirement will continue until the date onwhich the offer becomes, or is declared, unconditional as to acceptances, lapsesor is otherwise withdrawn or on which the "offer period" otherwise ends. If twoor more persons act together pursuant to an agreement or understanding, whetherformal or informal, to acquire an "interest" in "relevant securities" of medOil,they will be deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of medOil or any of their respective "associates", must be disclosedby no later than 12.00 noon (London time) on the London business day followingthe date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website atwww.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on thePanel's website. If you are in any doubt as to whether or not you are requiredto disclose a "dealing" under Rule 8, you should consult the Panel. 7 September 2007 Not for release, publication or distribution, in whole or in part, in or into orfrom the United States, Canada, Australia, Japan or any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction Recommended Cash Offer by Jefferies International Limited on behalf of Capricorn Petroleum Limited a subsidiary of Cairn Energy PLC for medOil plc 1. Introduction The Boards of Cairn and medOil are pleased to announce that they have todayreached agreement on the terms of a recommended cash offer to be made byJefferies International on behalf of Capricorn for the whole of the issued andto be issued share capital of medOil. The medOil Directors have agreedunanimously to recommend the Offer. 2. The Offer The Offer, which will be subject to the conditions and further terms set out, orreferred to, in Appendix I to this Announcement and to be set out in the OfferDocument and (in the case of medOil Shares held in certificated form) in theForm of Acceptance, will be made by Jefferies International on behalf ofCapricorn on the following basis: for every medOil Share 23 pence in cash The Offer values the entire existing issued and to be issued share capital ofmedOil at approximately £14.9 million. The Offer Price represents a premium of: • approximately 19.5 per cent. to the Closing Price of 19.25 pence per medOil Share on 6 September 2007 (being the last Business Day prior to this Announcement); and • approximately 19.8 per cent. to the average Closing Price of approximately 19.2 pence per medOil Share for the 30 calendar days ended 6 September 2007 (being the last Business Day prior to this Announcement). Details of the further terms of and conditions to the Offer are set out belowand in Appendix I to this Announcement. The conditions include a specific reference to the extension of medOil'sinterests in the Louza permit (condition (b) in Part A of Appendix I). Anapplication to extend those interests is pending. A decision in respect of thatapplication may be made before the Offer becomes or is declared unconditional inall respects. If that application is refused, then Capricorn may (but only withthe consent of the Panel) invoke that condition and withdraw the Offer. 3. Irrevocable undertakings Capricorn has received irrevocable undertakings to accept the Offer from each ofthe medOil Directors in respect of, in aggregate 13,346,667 medOil Shares,representing approximately 24.7 per cent. of the existing issued share capitalof medOil. Capricorn has also received an irrevocable undertaking to accept the Offer fromone other medOil Shareholder, in respect of, 5,833,333 medOil Shares,representing approximately 10.8 per cent. of the existing issued share capitalof medOil. Accordingly, irrevocable undertakings to accept the Offer have been received byCapricorn in respect of, in aggregate, 19,180,000 medOil Shares representingapproximately 35.5 per cent. of medOil's existing issued share capital. In addition, those of the medOil Directors who hold medOil Warrants and oneother holder of medOil Warrants have undertaken, conditional upon the Offerbecoming or being declared unconditional in all respects, to surrender themedOil Warrants held by them to subscribe for an aggregate of 10,600,000 medOilShares in exchange for a cash cancellation payment from Capricorn. Capricorn has received non-binding letters of intent to accept the Offer fromUniversities Superannuation Scheme in respect of 4,393,889 medOil Sharesrepresenting approximately 8.1 per cent. of the existing issued share capital ofmedOil and from Aerion Fund Management with respect to its shareholding inmedOil which Capricorn understands is 2,013,889 medOil Shares representingapproximately 3.7 per cent. of the existing issued share capital of medOil. Further details of these irrevocable undertakings, including the circumstancesin which they cease to be binding, are set out in Appendix III to thisAnnouncement. 4. Background to and reasons for the Offer In connection with the separate listing of Cairn India Limited in January 2007,Cairn reorganised its remaining oil and gas interests in Capricorn Energy.Capricorn Energy will apply its exploration skills and experience and capitalresources in acquiring and developing new acreage and interests where it seessignificant exploration potential. Capricorn is attracted to medOil because it establishes a position in oilexploration, offshore Tunisia, as well as early phase exploration positions inSicily, Spain and Albania. Capricorn Energy believes it has the financialresources and operating experience to create and add value to this portfolio andthe expertise to rationalise it where appropriate. 5. Information on Cairn/Capricorn Cairn is an oil and gas exploration and production company listed on the mainmarket of the London Stock Exchange which has a market capitalisation ofapproximately £2.3 billion. In recent years, Cairn's key area of focus has beenthe Indian sub continent and the company built up a core strategic business inthe region. In January 2007, Cairn India Limited, the Indian division of thegroup, was listed on the Bombay Stock Exchange and National Stock Exchange ofIndia. Cairn retains an approximate 69% interest in Cairn India Limited. Cairnis now expanding its horizons beyond the Indian sub continent seeking newopportunities where its capital, exploration and commercial skills andexperience can be best used to create further shareholder value. For the financial year ended 31 December 2006, Cairn reported total revenue ofUS$286 million, cash generated from operations of US$207 million and a lossafter tax of US$82 million. Cairn reported total assets of US$1,924 million asat 31 December 2006. Cairn reported average daily production of 24,523 boepd onan entitlement interest basis in 2006. Capricorn is a UK incorporated company which is an indirect subsidiary of Cairn.Capricorn is a direct subsidiary of Capricorn Energy which currently owns oiland gas interests in Bangladesh, Nepal and Northern India. To date, Capricornhas engaged in no activities other than those incidental to its organisation andthe making of the Offer. Cairn Energy has separately announced today: a) a recommended offer for Plectrum Petroleum Plc, a companywhich also has oil exploration acreage offshore Tunisia; and b) the agreement by Dyas BV, a wholly owned subsidiary of SHVHoldings NV, to acquire a 10 per cent. interest in Capricorn Energy for a cashconsideration of approximately US$90 million. 6. Information on medOil medOil was incorporated on 2 September 2004. On 2 December 2004, medOil acquireda 100 per cent. interest in its subsidiary medOil Resources Limited. medOil wasestablished to acquire high-quality oil and gas assets focussed on establishedpetroliferous basins of the Mediterranean - North Africa region. medOil hassubsequently acquired or is actively pursuing potential interests in Tunisia,Sicily, Spain and Albania. The principle asset of medOil is the Louza permit offshore of Tunisia whichincludes the oil discovery at M'Sela-1. In March 2006 medOil raised £3.25 million to continue its exploration strategy,in particular to enhance the value of its existing prospects in Tunisia throughthe successful acquisition of a high-quality 3D seismic data set. This 3D workprogramme has been completed and the results analysed. This facilitated anupward revision of the potential aggregate oil reserves (Prospective Resources)in two of the four identified prospects adjacent to the M'Sela-1 oil discovery. 7. Management and employees Cairn has given assurances to the medOil Board that the existing employmentrights, including pension rights, of all employees of the medOil Group will befully safeguarded upon the Offer becoming or being declared unconditional in allrespects. 8. Recommendation of the medOil Board The medOil Directors are recommending acceptance of the Offer from Capricorn forthe entire issued and to be issued share capital of medOil. The medOil Directorsrecognise that the Offer represents an opportunity for all medOil Shareholdersto realise a premium to the current market price in cash. The medOil Directorsbelieve that the Offer, whilst falling at the lower end of their views onvaluation of the Company, is at a level that should be considered by all medOilshareholders, taking into account the following: • as stated in the interim results for the six months ended 31 March 2007, the medOil Directors have been actively seeking a farm-in partner on medOil's Louza permit in Tunisia; • negotiations with a farm-in partner were progressing prior to receipt of this Offer and this farm-in agreement could, if consummated, have had the potential to create significant value for medOil shareholders; • it is likely, however, that even with the potential farm-in agreement, the future development of medOil's assets as an independent entity would have required additional capital. It is likely that this would have taken the form of an equity injection and in the current market conditions it is not certain that these funds could have been raised; • medOil is a small quoted AIM company, with little liquidity in its shares; • the Offer represents an immediate opportunity for medOil Shareholders to exit for cash, at a premium to the closing middle market price prior to the Offer at 6 September 2007; • certain large shareholders of medOil have expressed a desire to receive a cash offer for medOil and one has provided an irrevocable undertaking to Capricorn to accept the Offer, once made; and • by accepting the Offer, medOil shareholders will avoid the dealing costs of a sale of their shares and this may be of value to medOil shareholders with small holdings. Following consideration of the above factors, the medOil Directors, having beenso advised by Arden Partners, consider the terms of the Offer to be fair andreasonable. In providing advice to the medOil Directors, Arden Partners hastaken into account the commercial assessments of the medOil Directors. Accordingly, the medOil Directors have agreed unanimously to recommend allmedOil Shareholders to accept the Offer, once made, as each of the medOilDirectors has irrevocably undertaken to do (or procure to be done) in respect oftheir own respective beneficial holdings of medOil Shares amounting, inaggregate to 13,346,667 medOil Shares, representing approximately 24.7 per cent.of the existing issued share capital medOil. 9. medOil Warrants The Offer will be extended to any medOil Shares issued or unconditionallyallotted prior to the date on which the Offer closes as a result of holders ofmedOil Warrants exercising their rights to subscribe for medOil Shares. In thisconnection, those of the medOil Directors who hold medOil Warrants and one othershareholder who holds medOil Warrants have undertaken, conditional upon theOffer becoming or being declared unconditional in all respects, to surrender themedOil Warrants held by them to subscribe for an aggregate of 10,600,000 medOilShares in exchange for a cash cancellation payment from Capricorn. The amount ofthe cash cancellation payment per medOil Warrant is equal to the Offer Priceless the subscription price due on exercise of those medOil Warrants and, whereapplicable, any PAYE and employee's national insurance contributions due. To the extent that holders of medOil Warrants do not exercise their rights tosubscribe for medOil Shares, it is intended that appropriate proposals will bemade to holders of medOil Warrants. 10. Disclosure of interests in medOil Save as disclosed above in respect of the irrevocable undertakings, neitherCairn, nor Capricorn, nor any Cairn Director, nor any director of Capricorn, norso far as any Cairn Director or Capricorn or any director of Capricorn is awareany person acting in concert with Capricorn, (i) has any interest in or right tosubscribe for any relevant securities of medOil; or (ii) has any short positionsin respect of any relevant securities of medOil (whether conditional or absoluteand whether in the money or otherwise), including any short position under aderivative, any agreement to sell or any delivery obligation or right to requireanother person to take delivery; or (iii) has borrowed or lent any relevantsecurities of medOil. 11. Financing The cash consideration payable by Capricorn under the Offer will be funded fromexisting cash resources made available by Capricorn Energy. Jefferies has confirmed that it is satisfied that the necessary financialresources are available to Capricorn to enable it to satisfy in full the cashconsideration payable by Capricorn as a result of full acceptance of the Offer. 12. Further details of the Offer The medOil Shares will be acquired under the Offer fully paid and free from allliens, equities, charges, encumbrances and other interests and together with allrights attaching to them after the date of the Offer, including the right toreceive all dividends (if any) declared, made or paid thereafter. The Offer will be subject to the conditions and further terms set out inAppendix I to this Announcement and to be set out in the Offer Document and (inthe case of medOil Shares held in certificated form) in the Form of Acceptance. 13. Compulsory acquisition and de-listing Capricorn intends, assuming it becomes so entitled, to use the procedures setout in Part 28 of the Companies Act 2006 to acquire compulsorily any remainingmedOil Shares following the Offer becoming or being declared unconditional inall respects. When the Offer becomes or is declared unconditional in allrespects, Capricorn intends to procure the making of an application by medOil tothe London Stock Exchange for the cancellation of the admission to trading ofmedOil Shares on AIM. It is anticipated that cancellation of admission totrading will take effect no earlier than 20 Business Days after the Offerbecomes or is declared unconditional in all respects. The cancellation ofadmission to trading on AIM of medOil Shares will significantly reduce theliquidity and marketability of any medOil Shares not assented to the Offer andtheir value may be affected in consequence. It is also intended that, followingthe Offer becoming or being declared unconditional in all respects, medOil willbe re-registered as a private company under the relevant provisions of theCompanies Act 1985. 14. medOil issued share capital In accordance with Rule 2.10 of the City Code, medOil confirms that it has54,055,556 medOil Shares in issue. The International Securities IdentificationNumber for medOil is GB00B04M7K05. 15. General The Offer Document and (in the case of medOil Shares held in certificated form)the Form of Acceptance will be posted to medOil Shareholders as soon aspracticable and, in any event, within 28 days of this Announcement, exceptotherwise with the consent of the Panel, other than (with any dispensationrequired from the Panel) to certain overseas medOil Shareholders. The fullterms of and conditions to the Offer will be set out in the Offer Document and(in the case of medOil Shares held in certificated form) Form of Acceptance. Indeciding whether or not to accept the Offer, medOil Shareholders should relysolely on the information contained in, and follow the procedures described in,the Offer Document and (in the case of medOil Shares held in certificated form)Form of Acceptance. The bases and sources of certain financial information contained in thisAnnouncement are set out in Appendix II. Appendix III contains certain detailsin respect of irrevocable undertakings given to Capricorn. Appendix IV containsdefinitions of certain expressions used in this Announcement. ENQUIRIES For further information contact: CairnMike Watts 0131 475 3000Jann BrownSimon Thomson Jefferies InternationalRichard Kent 020 7618 3713 medOilJohn Lander 020 7921 0001 Arden PartnersChris Hardie 020 7398 1639Steve Douglas 0121 423 8943 Jefferies International, which is authorised and regulated in the United Kingdomby the Financial Services Authority, is acting as financial adviser to Cairn andCapricorn in connection with the Offer and no-one else and will not beresponsible to anyone other than Cairn and Capricorn for providing theprotections afforded to customers of Jefferies International or for providingadvice in relation to the Offer. Arden Partners, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting for medOil in connection with the Offerand no-one else and will not be responsible to anyone other than medOil forproviding the protections afforded to clients of Arden Partners or for providingadvice in relation to the Offer. This Announcement does not constitute, or form part of, an offer or aninvitation to purchase or subscribe for any securities. The Offer will be madesolely by the Offer Document and (in the case of medOil Shares held incertificated form) the Form of Acceptance, which together will contain the fullterms and conditions of the Offer, including details of how the Offer may beaccepted. 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 will not be 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, and the Offer, when made, should not be accepted by any suchuse, means, instrumentality or facilities or from or within the United States,Canada, Australia or Japan or any such other jurisdiction. Accordingly, copiesof this Announcement are not being, and must not be mailed or otherwiseforwarded, distributed or sent in, into or from the United States, Canada,Australia or Japan and all persons receiving this Announcement (includingnominees, trustees and custodians) must not mail or otherwise forward,distribute or send it in, into or from the United States, Canada, Australia orJapan. Doing so may render invalid any purported acceptance of the Offer.Notwithstanding the foregoing, Capricorn will retain the right to permit theOffer to be accepted and any sale of securities pursuant to the Offer to becompleted if, in its sole discretion, it is satisfied that the transaction inquestion can be undertaken in compliance with applicable law and regulation. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,"interested" (directly or indirectly) in 1% or more of any class of "relevantsecurities" of medOil, all "dealings" in any "relevant securities" of thatcompany (including by means of an option in respect of, or a derivativereferenced to, any such "relevant securities") must be publicly disclosed by nolater than 3.30 pm (London time) on the London business day following the dateof the relevant transaction. This requirement will continue until the date onwhich the offer becomes, or is declared, unconditional as to acceptances, lapsesor is otherwise withdrawn or on which the "offer period" otherwise ends. If twoor more persons act together pursuant to an agreement or understanding, whetherformal or informal, to acquire an "interest" in "relevant securities" of medOil,they will be deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of medOil or any of their respective "associates", must be disclosedby no later than 12.00 noon (London time) on the London business day followingthe date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website atwww.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on thePanel's website. If you are in any doubt as to whether or not you are requiredto disclose a "dealing" under Rule 8, you should consult the Panel. APPENDIX I Part A: Conditions of the Offer The Offer will be subject to the following conditions: (a) valid acceptances of the Offer being received (and not, wherepermitted, withdrawn) by 1.00p.m on the day which is 21 days following thedespatch of the Offer Document (or such later times and/or dates as Capricornmay, subject to the rules of the Code, decide) in respect of not less than 90per cent. (or such lesser percentage as Capricorn may decide) in nominal valueof the medOil Shares to which the Offer relates, and not less than 90 per cent.(or such lesser percentage as Capricorn may decide) of the voting rights carriedby the medOil Shares to which the Offer relates, provided that this conditionwill not be satisfied unless Capricorn and/or any of its associates shall haveacquired or agreed to acquire, whether pursuant to the Offer or otherwise,medOil Shares carrying in aggregate more than 50 per cent. of the voting rightsthen exercisable at a general meeting of medOil including, to the extent (ifany) required by the Panel, any voting rights attaching to any medOil Shareswhich are unconditionally allotted before the Offer becomes or is declaredunconditional as to acceptances pursuant to the exercise of any outstandingconversion or subscription rights or otherwise. For the purposes of thiscondition: (i) medOil Shares which have been unconditionally allotted but notissued shall be deemed to carry the voting rights which they will carry uponissue; (ii) valid acceptances shall be deemed to have been received in respectof medOil Shares which are treated for the purposes of section 979 of theCompanies Act 2006 as having been acquired or contracted to be acquired byCapricorn by virtue of acceptances of the Offer; and (iii) the expressions "medOil Shares to which the Offer relates" and"associates" shall be construed in accordance with Part 28 of the Companies Act2006; (b) no Third Party (as such term is defined in condition (c)below) refusing to extend medOil's prospecting permit in respect of Louza(offshore Tunisia) by at least six months, pursuant to the pending applicationby medOil for such extension, or, following any application by medOil to convertthat prospecting permit into an exploration permit, no Third Party refusing suchapplication for conversion; (c) no government or governmental, quasi-governmental,supranational, statutory, regulatory or investigative body, authority (includingany national or international anti-trust or merger control authority), court,central bank, trade agency, association or institution or professional orenvironmental body or any other similar person or body whatsoever in anyrelevant jurisdiction (each a "Third Party") having decided to take, institute,implement or threaten any action, proceedings, suit, investigation, enquiry orreference or having required any action to be taken or information to beprovided or otherwise having done anything or having made, proposed or enactedany statute, regulation, order or decision or having done anything which wouldor might reasonably be expected to: (i) make the Offer or its implementation, or the acquisition or theproposed acquisition by Capricorn of any shares or other securities in, orcontrol of, medOil or any member of the Wider medOil Group void, illegal orunenforceable in any jurisdiction, or otherwise directly or indirectly restrain,prohibit, restrict, prevent or delay the same or impose additional conditions orfinancial or other obligations with respect thereto, or otherwise challenge orinterfere therewith, in any such case to an extent which is material andadverse; (ii) require, prevent or materially delay the divestiture or materiallyand adversely alter the terms envisaged for any proposed divestiture by anymember of the Wider Cairn Group of any medOil Shares or of any shares in amember of the Wider Cairn Group; (iii) require, prevent or materially delay the divestiture or materiallyand adversely alter the terms envisaged for any proposed divestiture by anymember of the Wider Cairn Group or by any member of the Wider medOil Group ofall or any portion of their respective businesses, assets or property, or (to anextent which is material in the context of the Offer or the Wider medOil Grouptaken as a whole) impose any limit on the ability of any of them to conducttheir respective businesses (or any of them) or to own or control any of theirrespective assets or properties or any part thereof; (iv) impose any material limitation on, or result in any material delayin, the ability of any member of the Wider Cairn Group or any member of theWider medOil Group to acquire, hold or exercise effectively, directly orindirectly, all or any rights of ownership of medOil Shares or any shares orsecurities convertible into medOil Shares or to exercise voting or managementcontrol over any member of the Wider medOil Group or any member of the WiderCairn Group; (v) except pursuant to the Offer or Part 28 of the Companies Act 2006,require any member of the Wider Cairn Group and/or of the Wider medOil Group toacquire or offer to acquire or repay any shares or other securities in and/orindebtedness of any member of the Wider medOil Group owned by or owed to anythird party; (vi) impose any material limitation on the ability of any member of theWider Cairn Group and/or of the Wider medOil Group to integrate or co-ordinateits business, or any material part of it, with the business of any member of theWider medOil Group or of the Wider Cairn Group respectively; or (vii) otherwise materially and adversely affect any or all of thebusinesses, assets, profits or financial or trading position of any member ofthe Wider medOil Group or any member of the Wider Cairn Group, and all applicable waiting and other time periods during which any Third Partycould institute, implement or threaten any such action, proceedings, suit,investigation, enquiry or reference under the laws of any relevant jurisdiction,having expired, lapsed or been terminated; (d) all necessary filings and applications having been made andall necessary waiting and other time periods (including any extensions thereof)under any applicable legislation or regulations of any relevant jurisdictionhaving expired, lapsed or been terminated and all statutory or regulatoryobligations in any relevant jurisdiction having been complied with in each caseas may be necessary in connection with the Offer and its implementation or theacquisition or proposed acquisition by Capricorn or any member of the WiderCairn Group of any shares or other securities in, or control of, medOil or anymember of the Wider medOil Group and all authorisations, orders, recognitions,grants, consents, clearances, confirmations, licences, certificates, permissionsand approvals ("Authorisations") for or in respect of the Offer or theacquisition or proposed acquisition by Capricorn of any shares or othersecurities in, or control of, medOil or the carrying on by any member of theWider medOil Group of its business or in relation to the affairs of any memberof the Wider medOil Group having been obtained in terms and in a form reasonablysatisfactory to Capricorn from all appropriate Third Parties or persons withwhom any member of the Wider medOil Group has entered into contractualarrangements which are material in the context of the Wider medOil Group takenas a whole and all such Authorisations remaining in full force and effect andall filings necessary for such purpose having been made and there being nonotice or intimation of any intention to revoke, suspend, restrict or amend ornot renew the same at the time at which the Offer becomes or is declared whollyunconditional and there being no indication that the renewal costs of anyAuthorisation are reasonably likely to be materially higher than the renewalcosts for the current Authorisation; (e) except as publicly announced by medOil prior to the date ofthis Announcement in medOil's annual report and accounts for the year ended 30September 2006 or through an RIS ("Publicly Announced") or as fairly disclosedin writing to Capricorn prior to the date of this announcement ("Disclosed"),there being no provision of any arrangement, agreement, licence or otherinstrument to which any member of the Wider medOil Group is a party or by or towhich 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 orimplementation of the Offer or the proposed acquisition of any shares or othersecurities in, or control of, medOil or any member of the Wider medOil Group byCapricorn or any member of the Wider Cairn Group or because of a change in thecontrol or management of medOil or otherwise, would or might reasonably beexpected to result in, to an extent which is material in the context of theWider medOil Group taken as a whole: (i) any indebtedness or liabilities actual or contingent of, or anygrant available to, any member of the Wider medOil Group being or becomingrepayable or capable of being declared repayable immediately or prior to itsstated maturity or the ability of any such member to borrow monies or incur anyindebtedness being withdrawn or inhibited or capable of being withdrawn orinhibited; (ii) the creation or enforcement of any mortgage, charge or othersecurity interest over the whole or any part of the business, property, assetsor interests of any member of the Wider medOil Group or any such security(whenever created, arising or having arisen) being enforced or becomingenforceable; (iii) any such arrangement, agreement, licence or instrument or therights, liabilities, obligations, or interests of any member of the Wider medOilGroup under any such arrangement, agreement, licence or instrument (or anyarrangement, agreement, licence or instrument relating to any such right,liability, obligation, interest or business) or the interests or business of anysuch member in or with any other person, firm, company or body being or becomingcapable of being terminated or adversely modified or adversely affected or anyadverse action being taken or any onerous obligation or liability arisingthereunder; (iv) any asset or interest of any member of the Wider medOil Group beingor falling to be disposed of or charged (otherwise than in the ordinary courseof business) or ceasing to be available to any member of the Wider medOil Groupor any right arising under which any such asset or interest could be required tobe disposed of or charged or could cease to be available to any member of theWider medOil Group; (v) any member of the Wider medOil Group ceasing to be able to carry onbusiness under any name under which it presently does so; (vi) any member of the Wider Cairn Group and/or of the Wider medOil Groupbeing required to acquire or repay any shares in and/or indebtedness of anymember of the Wider medOil Group owned by any Third Party; (vii) any change in or effect on the ownership or use of any intellectualproperty rights owned or used by any member of the Wider medOil Group; (viii) the value or financial or trading position of any member of the WidermedOil Group being prejudiced or adversely affected; or (ix) the creation of any liability, actual or contingent, by any suchmember, and no event having occurred which, under any provision of any such arrangement,agreement, licence or other instrument, might reasonably be expected to resultin any of the events referred to in this condition (e); (f) since 30 September 2006 and except as Publicly Announced orDisclosed, no member of the Wider medOil Group having: (i) issued or agreed to issue or authorised or proposed the issue ofadditional shares or securities of any class, or securities convertible into orexchangeable for shares, or rights, warrants or options to subscribe for oracquire any such shares, securities or convertible securities (save for issuesbetween medOil and any of its wholly-owned subsidiaries or between suchwholly-owned subsidiaries and save for the medOil Warrants granted before thedate of this announcement or the issue of any medOil Shares allotted upon theexercise of the medOil Warrants granted before the date of this announcement) orredeemed, 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 payablein cash or otherwise other than any distribution by any wholly-owned subsidiarywithin the medOil Group; (iii) save as between medOil and its wholly-owned subsidiaries, effected,authorised, proposed or announced its intention to propose any change in itsshare or loan capital; (iv) save as between medOil and its wholly-owned subsidiaries, effected,authorised, proposed or announced its intention to propose any merger, demerger,reconstruction, arrangement, amalgamation, commitment or scheme or anyacquisition or disposal or transfer of assets or shares (other than in theordinary course of business) or any right, title or interest in any assets orshares or other transaction or arrangement in respect of itself or anothermember of the Wider medOil Group which in each case would be material in thecontext of the Wider medOil Group taken as a whole; (v) acquired or disposed of or transferred (other than in the ordinarycourse of business) or mortgaged, charged or encumbered any assets or shares orany right, title or interest in any assets or shares (other than in the ordinarycourse of business) or authorised the same or entered into, varied or terminatedor authorised, proposed or announced its intention to enter into, vary,terminate or authorise any agreement, arrangement, contract, transaction orcommitment (other than in the ordinary course of business and whether in respectof capital expenditure or otherwise) which is of a loss-making, long-term oronerous nature or magnitude, or which involves or might reasonably be expectedto involve an obligation of such a nature or magnitude, in each case which ismaterial in the context of the Wider medOil Group taken as a whole; (vi) entered into any agreement, contract, transaction, arrangement orcommitment (other than in the ordinary course of business) which is material inthe context of the Wider medOil Group taken as a whole; (vii) entered into any contract, transaction or arrangement which would berestrictive on the business of any member of the Wider medOil Group or the WiderCairn Group or which is or could involve obligations which would be sorestrictive; (viii) issued, authorised or proposed the issue of or made any change in orto any debentures, or (other than in the ordinary course of business) incurredor increased any indebtedness or liability, actual or contingent, which ismaterial in the context of the Wider medOil Group taken as a whole; (ix) been unable or admitted in writing that it is unable to pay its debtsor having stopped or suspended (or threatened to stop or suspend) payment of itsdebts generally or ceased or threatened to cease carrying on all or asubstantial part of its business or proposed or entered into any composition orvoluntary arrangement with its creditors (or any class of them) or the filing atcourt of documentation in order to obtain a moratorium prior to a voluntaryarrangement or, by reason of actual or anticipated financial difficulties,commenced negotiations with one or more of its creditors with a view torescheduling any of its indebtedness; (x) made, or announced any proposal to make, any change or addition toany retirement, death or disability benefit or any other employment-relatedbenefit of or in respect of any of its directors, employees, former directors orformer employees; (xi) save as between medOil and its wholly-owned subsidiaries, granted anylease or third party rights in respect of any of the leasehold or freeholdproperty owned or occupied by it or transferred or otherwise disposed of anysuch property; (xii) entered into or varied or made any offer (which remains open foracceptance) to enter into or vary to any material extent the terms of anyservice agreement with any director or senior executive of medOil or anydirector or senior executive of the Wider medOil Group or proposed, agreed toprovide or modified the terms of any share incentive or option scheme or otherbenefit relating to the employment or termination of employment of any directoror senior executive of medOil or any director or senior executive of the WidermedOil Group; (xiii) taken or proposed any corporate action (save in the context of asolvent reconstruction of any member of the Wider medOil Group) or had anyproceedings started or threatened against it for its winding-up (voluntary orotherwise), dissolution, striking-off or reorganisation or for the appointmentof a receiver, administrator (including the filing of any administrationapplication, notice of intention to appoint an administrator or notice ofappointment of an administrator), administrative receiver, trustee or similarofficer of all or any part of its assets or revenues or for any analogousproceedings or steps in any jurisdiction or for the appointment of any analogousperson in any jurisdiction; (xiv) made any material amendment to its memorandum or articles ofassociation; (xv) waived or compromised any claim or authorised any such waiver orcompromise, save in the ordinary course of business, which is material in thecontext of the Wider medOil Group taken as a whole; (xvi) taken, entered into or had started or threatened in writing against itin a jurisdiction outside the United Kingdom any form of insolvency proceedingor event similar or analogous to any of the events referred to in conditions (f)(ix) and (xiii) above; or (xvii) agreed to enter into or entered into an agreement or arrangement orcommitment or passed any resolution or announced any intention with respect toany of the transactions, matters or events referred to in this condition (f); (g) except as Publicly Announced or Disclosed: (i) there having been no material adverse change or deterioration in thebusiness, assets, financial or trading position or profits or prospects of anymember of the Wider medOil Group; (ii) no litigation, arbitration proceedings, prosecution or other legalproceedings to which any member of the Wider medOil Group is or may become aparty (whether as claimant or defendant or otherwise), and no material enquiryor investigation by or complaint or reference to any Third Party, against or inrespect of any member of the Wider medOil Group, having been threatened inwriting, announced or instituted or remaining outstanding by, against or inrespect of any member of the Wider medOil Group and the effect of which is ormight reasonably be expected to be material in the context of the relevantmember of the Wider medOil Group; and (iii) no contingent or other liability having arisen or become apparent orincreased which might reasonably be expected to in either case have a materialadverse effect on any member of the Wider medOil Group; (h) save as Disclosed, Capricorn not having discovered: (i) that any financial, business or other information concerning medOilor the Wider medOil Group which is contained in information publicly disclosedat any time by or on behalf of any member of the Wider medOil Group eitherpublicly or in the context of the Offer contains a misrepresentation of factwhich has not, prior to the date of this announcement, been corrected by publicannouncement through an RIS or omits to state a fact necessary to make theinformation contained therein not misleading where such misrepresentation oromission is material in the context of the Wider medOil Group taken as a whole; (ii) any information which materially and adversely affects the import ofany information disclosed to Capricorn or to any member of the Wider Cairn Groupat any time by or on behalf of medOil or any member of the Wider medOil Groupwhich is material in the context of the Wider medOil Group taken as a whole; or (iii) that any member of the Wider medOil Group is subject to anyliability, contingent or otherwise, which is not Publicly Announced and which ismaterial in the context of that member of the Wider medOil Group; and (i) save as Disclosed or Publicly Announced, Capricorn nothaving discovered: (i) that any past or present member of the Wider medOil Group has notcomplied with any applicable legislation or regulations of any jurisdiction withregard to the use, treatment, handling, storage, transport, release, disposal,discharge, spillage, leak or emission of any waste or hazardous substance or anysubstance likely to impair the environment or harm human health, or otherwiserelating to environmental matters or the health and safety of any person, orthat there has otherwise been any such use, treatment, handling, storage,transport, release, disposal, discharge, spillage, leak or emission (whether ornot the same constituted a non-compliance by any person with any legislation orregulations and wherever the same may have taken place) which, in any case,would be likely to give rise to any liability (whether actual or contingent) orcost on the part of any member of the Wider medOil Group which in any case ismaterial in the context of the Wider medOil Group taken as a whole; or (ii) that there is, or is likely to be, any liability, whether actual orcontingent, to make good, repair, reinstate or clean up any property now orpreviously owned, occupied or made use of by any past or present member of theWider medOil Group or any other property or any controlled waters under anyenvironmental legislation, regulation, notice, circular, order or other lawfulrequirement of any relevant authority or Third Party or otherwise which in anycase is material in the context of the Wider medOil Group taken as a whole. Part B: Certain further terms of the Offer The formal offer by Capricorn will be subject to the terms and conditions as setout in this Appendix I and as will be set out in the Offer Document and (in thecase of medOil Shares held in certificated form) in the Form of Acceptance whichwill accompany the Offer Document or as may be necessary in order to comply withthe City Code. Capricorn reserves the right to waive all or any of conditions (b) to (i)inclusive, in whole or in part. Conditions (b) to (i) inclusive must be satisfied as at, or waived on or before,midnight on the 21st day after the later of the first closing date of the Offerand the date on which condition (a) is fulfilled (or in each such case suchlater date as Capricorn may, with the consent of the Panel, agree), failingwhich the Offer will lapse provided that Capricorn shall be under no obligationto waive or treat as fulfilled any of conditions (b) to (i) inclusive by a dateearlier than the latest date specified above for the fulfilment thereofnotwithstanding that the other conditions of the Offer may at such earlier datehave been fulfilled and that there are at such earlier date no circumstancesindicating that any of such conditions may not be capable of fulfilment. Except with the Panel's consent Capricorn will not invoke any of the aboveconditions (except for the acceptance condition in (a) above) so as to cause theOffer not to proceed, to lapse or to be withdrawn unless the circumstances whichgive rise to the right to invoke the relevant conditions are of materialsignificance to Capricorn in the context of the Offer. If Capricorn is required by the Panel to make an offer for the medOil Sharesunder Rule 9 of the City Code, Capricorn may make such alteration to the termsand conditions of the Offer as may be necessary to comply with the provisions ofthe City Code. The Offer will be governed by English law and will be subject to the exclusivejurisdiction of the English courts. The Offer will be subject to the applicablerequirements of the City Code, the Panel, the London Stock Exchange, the FSA andother legal or regulatory requirements. If the Offer is referred to the Competition Commission or the EuropeanCommission initiates proceedings under Article 6(1)(c) of Council Regulation(EC) No 139/2004 before the later of the first closing date of the Offer and thedate when the Offer becomes or is declared unconditional, the Offer will lapse. If the Offer lapses, it will cease to be capable of further acceptance andaccepting medOil Shareholders, Capricorn and Jefferies International will ceaseto be bound by the Forms of Acceptance submitted before the time the Offerlapses. The Offer will extend to all medOil Shares whilst the Offer remains open foracceptance. medOil Shares will be acquired under the Offer fully paid and free from allliens, equities, charges, encumbrances, rights of pre-emption and any otherinterests and together with all rights attaching thereto, including the rightsto receive and retain all dividends or other distributions declared, paid ofmade on or after the date of the Offer. Overseas Shareholders The availability of the Offer to persons not resident in the United Kingdom maybe affected by the laws of the relevant jurisdictions and/or prohibited by thelaws of the relevant overseas jurisdictions. Persons who are not resident in theUnited Kingdom should inform themselves about and observe any applicablerequirements in any other jurisdiction. It is the responsibility of any personnot resident in the United Kingdom wishing to accept the Offer to satisfyhimself as to the full observance of the laws of the relevant jurisdiction inconnection therewith, including the obtaining of any governmental, exchangecontrol or other consents which may be required, compliance with otherformalities needing to be observed and the payment of any issue, transfer orother taxes due in such jurisdiction. Any such person will be responsible forpayment of any issue, transfer or other taxes, duties or other requisite payment(s) due in such jurisdiction(s) by whomsoever payable, and Capricorn (and anyperson acting on its behalf) shall be entitled to be fully indemnified and heldharmless by such person for any issue, transfer or other taxes or duties orother requisite payments as Capricorn or any person acting on behalf ofCapricorn may be required to pay in respect of the Offer insofar as they relateto such persons. APPENDIX II BASES AND SOURCES OF INFORMATION (a) Unless otherwise stated, the financial information relating to medOil hasbeen extracted or derived, without material adjustment, from the medOil AnnualReport and Accounts and the audited consolidated financial statements for medOilfor the year ended 30 September 2006. (b) References to existing issued share capital and issued medOil Warrants arereferences to medOil Shares and medOil Warrants in issue on 6 September 2007(being the Business Day prior to the date of this Announcement), being54,055,556 medOil Shares and 10,800,000 medOil Warrants. (c) The maximum value placed by the Offer on the entire issued and to beissued ordinary share capital of medOil, and other statements made in thisannouncement by reference to the issued share capital of medOil, are based upon54,055,556 medOil Shares being in issue on 6 September 2007 and the 10,800,000medOil Shares that may be issued on exercise of the medOil Warrants. (d) medOil Share prices have been derived from the Daily Official List andrepresent the Closing Price on the relevant date. (e) The Offer premium of 19.8 per cent. to the average Closing Price of 19.2pence over the 30 calendar day period prior ended 6 September 2007, as stated inthis Announcement, has been calculated using Closing Prices on each Business Dayover the relevant period. APPENDIX III IRREVOCABLE UNDERTAKINGS Details of the irrevocable undertakings granted to Capricorn to accept, or toprocure the acceptance of, the Offer are as follows: Name Number of medOil Shares Approximate percentage of issued share capital as at 6 September 2007 (%)David Thomas 4,583,334 8.5Joseph McKniff 4,583,333 8.5Graham Wrafter 1,520,000 2.8John Lander 2,660,000 4.9Gerry Walsh 5,833,333 10.8Total 19,180,000 35.5 The above irrevocable undertakings will only cease to be binding if the Offerlapses or is withdrawn or if the Offer Document is not posted within the periodof 28 days following the date of this Announcement. APPENDIX IV Definitions In this Announcement, the following terms and expressions have the followingmeanings unless the context requires otherwise: "Acquisition" the proposed acquisition of medOil by Capricorn to be effected by means of the Offer "AIM" the AIM market operated by the London Stock Exchange "Announcement" this announcement made in accordance with Rule 2.5 of the City Code that the Cairn Board and the medOil Board have reached agreement on the terms of the Offer "Arden Partners" Arden Partners plc, medOil's financial adviser "Australia" the Commonwealth of Australia, its states, territories and possessions "boepd" barrels of oil equivalent per day "Business Day" a day (other than a public holiday, Saturday or Sunday) on which clearing banks are generally open for usual business in the City of London "Cairn" Cairn Energy PLC "Cairn Directors" the directors of Cairn being Sir Bill Gammell, Norman Murray, Mike Watts, Hamish Grossart, Malcolm Thoms, Ed Story, Phil Tracy, Todd Hunt, Jann Brown, or "Cairn Board" Mark Tyndall, Simon Thomson and Andrew Shilston "Cairn Group" Cairn and any subsidiary undertaking of Cairn for the time being "Canada" Canada, its provinces and territories and all areas subject to its jurisdiction or any political subdivision of it "Capricorn" Capricorn Petroleum Limited "Capricorn Energy" Capricorn Energy Limited "City Code" the City Code on Takeovers and Mergers "Closing Price" the middle market quotation for the relevant share on the close of trading on the Daily Official List on the relevant date "Daily Official List" the Daily Official List of the London Stock Exchange "Form of Acceptance" the form of acceptance and authority relating to the Offer and accompanying the Offer Document "FSA" the Financial Services Authority "FSMA" Financial Services and Markets Act 2000 (as amended) "Japan" Japan, its cities, prefectures, territories and possessions "Jefferies International" Jefferies International Limited, Cairn's and Capricorn's financial adviser "London Stock Exchange" London Stock Exchange plc "medOil" medOil plc "medOil Directors" or the directors of medOil being John Lander, Joseph McKniff, David Thomas and"medOil Board" Graham Wrafter "medOil Group" medOil and any subsidiary undertaking of medOil for the time being "medOil Shareholders" holders of medOil Shares "medOil Shares" means: (i) the existing unconditionally allotted or issued and fully paid ordinary shares of 1 pence each in the capital of medOil; and (ii) any further ordinary shares of 1 pence each in the capital of medOil which are unconditionally allotted or issued and fully paid before the Offer closes or before such earlier date as Capricorn (subject to the City Code) may determine not being earlier than the date on which the Offer becomes or is declared unconditional as to acceptances; but excludes any shares held as treasury shares on such date as Capricorn may determine before the Offer closes (which may be a different date to the date referred to in (ii)) "medOil Warrants" warrants which grant the holder the right to subscribe for medOil Shares at 7.5 pence per share "Offer" or "Recommended the proposed recommended cash offer to be made by Jefferies International onOffer" behalf of Capricorn, on the terms and subject to the conditions set out in the Offer Document and (in the case of medOil Shares held in certificated form) the Form of Acceptance, to acquire all of the medOil Shares (including, where the context so requires, any subsequent revision, variation, extension or renewal of such offer) "Offer Document" the document to be posted to medOil Shareholders containing, amongst other things, the Offer "Offer Price" 23 pence per medOil Share "Panel" or "Takeover the Panel on Takeovers and MergersPanel" "Prospective Resources" those quantities of petroleum which are estimated, on a given date, to be potentially recoverable from undiscovered accumulations "RIS" any information service authorised from time to time by the FSA for the purpose of disseminating regulatory announcements "subsidiary undertaking", shall be construed in accordance with the Companies Act 1985 (but ignoring"associated undertaking", for this purpose paragraph 20(1)(b) of Schedule 4A of the Companies Act"undertaking", or "parent 1985)undertaking" "substantial interest" a direct or indirect interest in 20 per cent. or more of the equity share capital of an undertaking "treasury shares" any medOil Shares held by medOil as treasury shares "UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland "United States" the United States of America, its territories and possessions, all areas subject to its jurisdiction or any political subdivision thereof, any state of the United States of America and the District of Columbia "Wider Cairn Group" Cairn and its subsidiary undertakings (including, without limitation, Capricorn), associated undertakings and any other undertaking in which Cairn and such undertakings (aggregating their interests) have a substantial interest and "member of the Wider Cairn Group" shall be construed accordingly "Wider medOil Group" medOil and its subsidiary undertakings, associated undertakings and any other undertakings in which medOil and such undertakings (aggregating their interests) have a substantial interest and "member of the Wider medOil Group" shall be construed accordingly All times referred to in this document are London times. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Capricorn Energy PLC