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 Oil & Gas Limited a subsidiary of Cairn Energy PLC for Plectrum Petroleum Plc Summary: • The Boards of Cairn and Plectrum are pleased to announce that theyhave today reached agreement on the terms of a recommended cash offer to be madeby Jefferies International on behalf of Capricorn for the whole of the issuedand to be issued share capital of Plectrum. • Under the terms of the Offer, Plectrum Shareholders will be entitledto receive 13 pence per Plectrum Share in cash. On this basis, the terms of theOffer value the entire existing issued share capital of Plectrum atapproximately £23.4 million. • The Offer Price represents a premium of: - approximately 8.3 per cent. to the Closing Price of 12.0 pence perPlectrum Share on 6 September 2007 (being the last Business Day prior to thisannouncement); and - approximately 22.9 per cent. to the average Closing Price of 10.58pence per Plectrum Share for the 30 calendar days ended 6 September 2007 (beingthe last Business Day prior to this announcement). • Capricorn has agreed to acquire 11,180,770 Plectrum Shares from Mr RI Griffiths, 11,180,770 Plectrum Shares from Tarascon Investments and 9,680,770Plectrum Shares from Mr D R Norwood, representing in aggregate approximately17.8 per cent. of the existing issued share capital of Plectrum. • The Plectrum Directors, who have been so advised by Blue OarSecurities, consider the terms of the Offer to be fair and reasonable.Accordingly, the Plectrum Directors have unanimously agreed to recommend thatPlectrum Shareholders accept the Offer, as each of the Plectrum Directors hasirrevocably undertaken to do (or procure to be done) in respect of his ownbeneficial holding of Plectrum Shares (amounting to, in aggregate and when takentogether with the holdings of related trusts and close family members of thePlectrum Directors, 18,644,312 Plectrum Shares, representing approximately 10.3per cent. of the existing issued share capital of Plectrum). • Capricorn has also received irrevocable undertakings to accept theOffer from certain other Plectrum Shareholders, in respect of, in aggregate,24,029,079 Plectrum Shares, representing approximately 13.3 per cent. of theexisting issued share capital of Plectrum. • Accordingly, Capricorn has agreed to purchase or has receivedirrevocable undertakings in respect of, in aggregate, 74,715,701 PlectrumShares, representing approximately 41.4 per cent. of Plectrum's existing issuedshare capital. 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 Plectrum to establish a position in oilexploration offshore Tunisia. Plectrum has a 50 per cent interest in, and isthe operator of the Nabeul Permit. There are no wells on the Nabeul Permit,however Plectrum is currently processing a recently acquired 2-D seismic survey. Plectrum also has a position in Peru, Australia and the UK." Commenting on the Offer, Mike Whyatt, Executive Chairman of Plectrum, said: "Having explored various ways of further exploiting the Company's assets theDirectors have concluded that the Offer provides the most certain outcome forshareholders. The Directors consider the Offer to be fair and reasonableoffering Plectrum Shareholders the opportunity to lock-in value at an attractivepremium of 29.6 per cent. to the average closing price of 10.03 pence for thethree calendar months ended 31 August 2007 which reflects the quality of thePlectrum exploration portfolio." ENQUIRIES For further information contact: CairnMike Watts 0131 475 3000Jann BrownSimon Thomson Jefferies InternationalRichard Kent 020 7618 3713 PlectrumMike Whyatt 0133 082 6710Jim Bain Blue Oar SecuritiesJohn Wakefield 0117 933 0020Mike Coe 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 (in the case of Plectrum Shares held in certificatedform) the Form of Acceptance will be posted to Plectrum Shareholders as soon aspracticable and, in any event, within 28 days of this Announcement, exceptotherwise 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. Blue Oar Securities, which is authorised and regulated in the United Kingdom bythe Financial Services Authority, is acting for Plectrum in connection with theOffer and no-one else and will not be responsible to anyone other than Plectrumfor providing the protections afforded to clients of Blue Oar Securities or forproviding advice 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 PlectrumShares 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 Plectrum, 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" ofPlectrum, 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 Plectrum or any of their respective "associates", must bedisclosed by no later than 12.00 noon (London time) on the London business dayfollowing the 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 Oil & Gas Limited a subsidiary of Cairn Energy PLC for Plectrum Petroleum Plc 1. Introduction The Boards of Cairn and Plectrum 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 Plectrum. The Plectrum Directors unanimouslyintend 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 Form of Acceptance, will be made by Jefferies Internationalon behalf of Capricorn on the following basis: for every Plectrum Share 13 pence in cash The Offer values the entire existing issued share capital of Plectrum atapproximately £23.4 million. The Offer Price represents a premium of: • approximately 8.3 per cent. to the Closing Price of 12.0 pence perPlectrum Share on 6 September 2007 (being the last Business Day prior to thisannouncement); and • approximately 22.9 per cent. to the average Closing Price ofapproximately 10.58 pence per Plectrum Share for the 30 calendar days ended 6September 2007 (being the last Business Day prior to this announcement). The bases and sources of the financial information for these calculations is setout in Appendix II. Details of the further terms of and conditions to the Offer are set out belowand in Appendix I to this Announcement. 3. Irrevocable undertakings and share purchases Capricorn has agreed to acquire 11,180,770 Plectrum Shares from Mr R IGriffiths, 11,180,770 Plectrum Shares from Tarascon Investments and 9,680,770Plectrum Shares from Mr D R Norwood, representing in aggregate approximately17.8 per cent. of the existing issued share capital of Plectrum. Capricorn has received irrevocable undertakings to accept the Offer from each ofthe Plectrum Directors in respect of, in aggregate and when taken together withthe holdings of related trusts and close family members of the PlectrumDirectors, 18,644,312 Plectrum Shares, representing approximately 10.3 per cent.of the existing issued share capital of Plectrum. Capricorn has received "hard" irrevocable undertakings to accept the Offer fromcertain other Plectrum Shareholders, in respect of, in aggregate, 4,582,651Plectrum Shares, representing approximately 2.5 per cent. of the existing issuedshare capital of Plectrum. Capricorn has received "soft" irrevocable undertakings to accept the Offer fromGartmore in respect of 19,446,428 Plectrum Shares representing approximately10.8 per cent. of the existing issued share capital of Plectrum. Accordingly, Capricorn has agreed to purchase or has received irrevocableundertakings to accept the Offer in respect of, in aggregate, 74,715,701Plectrum Shares representing approximately 41.4 per cent. of Plectrum's existingissued share capital. Further details of these irrevocable undertakings, including the circumstancesin which they cease to be binding, are set out in Appendix III to thisAnnouncement. 4. Inducement fee Plectrum has entered into an arrangement with Capricorn under which Plectrum hasagreed to pay to Capricorn an inducement fee of £234,480 (inclusive of anyapplicable VAT, save to the extent that any such VAT would be recoverable byPlectrum) in the event that, before the Offer lapses or is withdrawn, any of thefollowing occurs: (a) the Plectrum Board withdraws or adversely alters its recommendationof the Offer; or (b) a Competing Offer is made and either (a) such Competing Offersubsequently becomes or is declared unconditional in all respects or (b) suchCompeting Offer is (whether at the time of the making or subsequently) publiclyrecommended by the Directors. 5. 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. Although Capricorn is attracted to Plectrumbecause it establishes a position in oil exploration, offshore Tunisia, Plectrumalso has early phase exploration positions in Peru, Australia and the UnitedKingdom (West of Shetlands). 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. 6. 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 medOil plc, a company which also hasoil 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. 7. Information on Plectrum Plectrum was incorporated on 28 February 2005 as Table Mountain Minerals plc.On 28 September 2005, Plectrum completed the reverse takeover of Plectrum Oil &Gas plc. Plectrum Oil & Gas Plc was incorporated in December 2004 as an oil andgas exploration company with the purpose of building a portfolio of explorationprospects which could be significantly de-risked prior to drilling through theearly adoption and application of controlled source electromagnetic imagingtechnology. Plectrum has subsequently acquired exploration acreage in Peru,United Kingdom, Tunisia and Australia. For the financial year ended 31 December 2006, Plectrum reported a loss of £2.2million, including a write off of goodwill of £1.3 million. Plectrum reportedexpenditure in the year on oil and gas assets of £0.8 million and total netassets of £11.4 million including £4.7 million of goodwill. 8. Management and employees Cairn has given assurances to the Plectrum Board that the existing employmentrights, including pension rights, of all employees of the Plectrum Group will befully safeguarded upon the Offer becoming or being declared unconditional in allrespects. 9. Recommendation of the Plectrum Board Having explored various ways of further exploiting the Company's assets, theDirectors have concluded that the Offer provides the most certain outcome forshareholders. The Directors consider the Offer to be fair and reasonableoffering Plectrum Shareholders the opportunity to lock-in value at an attractivepremium of 29.6 per cent. to the average closing price of 10.03 pence for thethree calendar months ended 31 August 2007 which reflects the quality of thePlectrum exploration portfolio. The Plectrum Directors, having been so advised by Blue Oar Securities, considerthe terms of the Offer to be fair and reasonable. In providing advice to thePlectrum Directors, Blue Oar Securities has taken into account the commercialassessments of the Plectrum Directors. Accordingly, the Plectrum Directors unanimously recommend all PlectrumShareholders to accept the Offer, as each of the Plectrum Directors hasirrevocably undertaken to do (or procure to be done) in respect of his ownbeneficial holdings of Plectrum Shares amounting, in aggregate and when takentogether with the holdings of related trusts and close family members of thePlectrum Directors, to 18,644,312 Plectrum Shares, representing approximately10.3 per cent. of the existing issued share capital Plectrum. 10. Disclosure of interests in Plectrum As at the close of business on 6 September 2007 Jefferies International had ashort position of 20,916 Plectrum Shares Save as disclosed herein and above in respect of the irrevocable undertakingsand share purchasers, neither Cairn, nor Capricorn, nor any Cairn Director, norany director of Capricorn, nor so far as any Cairn Director or Capricorn or anydirector of Capricorn is aware any person acting in concert with Capricorn, (i)has any interest in or right to subscribe for any relevant securities ofPlectrum; or (ii) has any short positions in respect of any relevant securitiesof Plectrum (whether conditional or absolute and whether in the money orotherwise), including any short position under a derivative, any agreement tosell or any delivery obligation or right to require another person to takedelivery; or (iii) has borrowed or lent any relevant securities of Plectrum. 11. Financing The cash consideration payable by Capricorn under the Offer will be funded fromexisting cash resources made available by Capricorn Energy. Jefferies, in its capacity as financial adviser to Capricorn, has confirmed thatit is satisfied that the necessary financial resources are available toCapricorn to enable it to satisfy in full the cash consideration payable byCapricorn as a result of full acceptance of the Offer. 12. Further details of the Offer The Plectrum Shares will be acquired under the Offer fully paid and free fromall liens, equities, charges, encumbrances and other interests and together withall rights 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 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 remainingPlectrum 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 Plectrumto the London Stock Exchange for the cancellation of trading of Plectrum Shareson AIM. It is anticipated that cancellation of trading on AIM will take effectno earlier than 20 Business Days after the Offer becomes or is declaredunconditional in all respects. The cancellation of trading on AIM of PlectrumShares will significantly reduce the liquidity and marketability of any PlectrumShares not assented to the Offer and their value may be affected in consequence.It is also intended that, following the Offer becoming or being declaredunconditional in all respects, Plectrum will be re-registered as a privatecompany under the relevant provisions of the Companies Act 1985. 14. Plectrum issued share capital In accordance with Rule 2.10 of the City Code, Plectrum confirms that it has180,372,499 Plectrum Shares in issue. The International SecuritiesIdentification Number for Plectrum is GB00B06T2482. 15. General The Offer Document and the Form of Acceptance will be posted to PlectrumShareholders as soon as practicable and, in any event, within 28 days of thisAnnouncement, except otherwise with the consent of the Panel, other than (withany dispensation required from the Panel) to certain overseas PlectrumShareholders. The full terms of and conditions to the Offer will be set out inthe Offer Document and Form of Acceptance. In deciding whether or not to acceptthe Offer, Plectrum Shareholders should rely solely on the information containedin, and follow the procedures described in, the Offer Document and Form ofAcceptance. 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: Cairn/CapricornMike Watts 0131 475 3000Jann BrownSimon Thomson Jefferies InternationalRichard Kent 020 7618 3713 PlectrumMike Whyatt 0133 082 6710Jim Bain Blue Oar SecuritiesJohn Wakefield 0117 933 0020Mike Coe 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. Blue Oar Securities, which is authorised and regulated in the United Kingdom bythe Financial Services Authority, is acting for Plectrum in connection with theOffer and no-one else and will not be responsible to anyone other than Plectrumfor providing the protections afforded to clients of Blue Oar Securities or forproviding advice 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 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 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 Plectrum, 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" ofPlectrum, 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 Plectrum or any of their respective "associates", must bedisclosed by no later than 12.00 noon (London time) on the London business dayfollowing the 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 Plectrum Shares to which the Offer relates, and not less than 90 percent. (or such lesser percentage as Capricorn may decide) of the voting rightscarried by the Plectrum Shares to which the Offer relates, provided that thiscondition will not be satisfied unless Capricorn and/or any of its associatesshall have acquired or agreed to acquire, whether pursuant to the Offer orotherwise, Plectrum Shares carrying in aggregate more than 50 per cent. of thevoting rights then exercisable at a general meeting of Plectrum including, tothe extent (if any) required by the Panel, any voting rights attaching to anyPlectrum Shares which are unconditionally allotted before the Offer becomes oris declared unconditional as to acceptances pursuant to the exercise of anyoutstanding conversion or subscription rights or otherwise. For the purposes ofthis condition: (i) Plectrum 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 Plectrum 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 "Plectrum Shares to which the Offer relates" and"associates" shall be construed in accordance with Part 28 of the Companies Act2006; (b) 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, Plectrum or any member of the Wider Plectrum 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 Plectrum Shares or of any shares in amember of the Wider Plectrum 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 Plectrum 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 Plectrum 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 Plectrum Group to acquire, hold or exercise effectively, directly orindirectly, all or any rights of ownership of Plectrum Shares or any shares orsecurities convertible into Plectrum Shares or to exercise voting or managementcontrol over any member of the Wider Plectrum 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 any member of the WiderPlectrum Group to acquire or offer to acquire or repay any shares or othersecurities in and/or indebtedness of any member of the Wider Plectrum Groupowned by or owed to any third party; (vi) impose any material limitation on the ability of any member of theWider Cairn Group and/or of the Wider Plectrum Group to integrate or co-ordinateits business, or any material part of it, with the business of any member of theWider Plectrum Group or of the Wider Cairn Group respectively, which is adverseto and material in the content of the Wider Plectrum Group; or (vii) otherwise materially and adversely affect any or all of thebusinesses, assets, profits or financial or trading position of any member ofthe Wider Plectrum 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; (c) 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 jurisdiction inwhich Plectrum or any of its subsidiaries is incorporated or carries on anybusiness which is material having expired, lapsed or been terminated (asappropriate) and all statutory or regulatory obligations in any relevantjurisdiction in which Plectrum or any of its subsidiaries is incorporated orcarries on any business which is material 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, Plectrum or anymember of the Wider Plectrum Group and all authorisations, orders, recognitions,grants, consents, clearances, confirmations, licences, certificates, permissionsand approvals ("Authorisations") reasonably deemed necessary or appropriate foror in respect of the Offer or the acquisition or proposed acquisition byCapricorn of any shares or other securities in, or control of, Plectrum or thecarrying on by any member of the Wider Plectrum Group of its business or inrelation to the affairs of any member of the Wider Plectrum Group having beenobtained in terms and in a form reasonably satisfactory to Capricorn from allappropriate Third Parties (except where the consequence of the absence of anysuch Authorisation would not be material in the context of the Offer or theWider Plectrum Group taken as a whole) or persons with whom any member of theWider Plectrum Group has entered into contractual arrangements which arematerial in the context of the Wider Plectrum Group taken as a whole and allsuch Authorisations remaining in full force and effect and all filings necessaryfor such purpose having been made and there being no notice or intimation of anyintention to revoke, suspend, restrict or amend or not renew the same at thetime at which the Offer becomes or is declared wholly unconditional and therebeing no indication that the renewal costs of any Authorisation are reasonablylikely to be materially higher than the renewal costs for the currentAuthorisation; (d) except as publicly announced by Plectrum prior to the date ofthis Announcement in Plectrum's annual report and accounts for the year ended 31December 2006 or through an RIS ("Publicly Announced") or as fairly disclosed inwriting to Capricorn prior to the date of this announcement ("Disclosed"), therebeing no provision of any arrangement, agreement, licence or other instrument towhich any member of the Wider Plectrum Group is a party or by or to which anysuch member or any of its respective assets is or are or may be bound, entitledor 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, Plectrum or any member of the Wider Plectrum Groupby Capricorn or any member of the Wider Cairn Group or because of a change inthe control or management of Plectrum or otherwise, would or might reasonably beexpected to result in, to an extent which is material in the context of theWider Plectrum Group taken as a whole: (i) any indebtedness or liabilities (actual or contingent) of, or anygrant available to, any member of the Wider Plectrum 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 Plectrum 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 WiderPlectrum Group under any such arrangement, agreement, licence or instrument (orany arrangement, 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 Plectrum 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 PlectrumGroup or any right arising under which any such asset or interest could berequired to be disposed of or charged or could cease to be available to anymember of the Wider Plectrum Group; (v) any member of the Wider Plectrum 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 PlectrumGroup being required to acquire or repay any shares in and/or indebtedness ofany member of the Wider Plectrum 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 Plectrum Group; (viii) the value or financial or trading position of any member of the WiderPlectrum 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 result(except where the consequences thereof would not be material (in value orotherwise) in the context of the Wider Plectrum Group taken as a whole) in anyof the events referred to in this condition (d); (e) since 31 December 2006 and except as Publicly Announced orDisclosed, no member of the Wider Plectrum 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 Plectrum and any of its wholly-owned subsidiaries or between suchwholly-owned subsidiaries) or redeemed, purchased, repaid or reduced or proposedthe redemption, purchase, repayment or reduction of any part of its sharecapital 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 Plectrum Group; (iii) save as between Plectrum and its wholly-owned subsidiaries,effected, authorised, proposed or announced its intention to propose any changein its share or loan capital; (iv) save as between Plectrum 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 Plectrum Group which in each case would be material in thecontext of the Wider Plectrum 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 Plectrum 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 Plectrum 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 Plectrum Group or theWider Cairn 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 or betweenPlectrum and its wholly owned subsidiaries) incurred or increased anyindebtedness or liability (actual or contingent) which is material in thecontext of the Wider Plectrum 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 Plectrum and its wholly-owned subsidiaries, grantedany lease 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 Plectrum or anydirector or senior executive of the Wider Plectrum 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 Plectrum or any director or senior executive of the WiderPlectrum Group; (xiii) taken or proposed any corporate action (save in the context of asolvent reconstruction of any member of the Wider Plectrum 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 in which Plectrum or any of itssubsidiaries is incorporated or carries on any business or for the appointmentof any analogous person 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 Plectrum 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 (e)(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 (e); (f) 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 Plectrum Group; (ii) no litigation, arbitration proceedings, prosecution or other legalproceedings to which any member of the Wider Plectrum 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 Plectrum Group, having been threatened inwriting, announced or instituted or remaining outstanding by, against or inrespect of any member of the Wider Plectrum Group and the effect of which is ormight reasonably be expected to be material in the context of the relevantmember of the Wider Plectrum Group or the Wider Plectrum Group taken as a whole;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 Plectrum Group or the Wider PlectrumGroup taken as a whole; and (g) save as Disclosed, Capricorn not having discovered: (i) that any financial, business or other information concerningPlectrum or the Wider Plectrum Group which is contained in information publiclydisclosed at any time by or on behalf of any member of the Wider Plectrum Groupeither publicly or in the context of the Offer contains a misrepresentation offact which has not, prior to the date of this announcement, been corrected bypublic announcement through an RIS or omits to state a fact necessary to makethe information contained therein not misleading where such misrepresentation oromission is material in the context of the Wider Plectrum Group taken as awhole; (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 Plectrum or any member of the Wider PlectrumGroup which is material in the context of the Wider Plectrum Group taken as awhole; (iii) that any member of the Wider Plectrum Group is subject to anyliability (actual or contingent), which is not disclosed in the annual reportand accounts of Plectrum for the financial year ended 31 December 2006 and whichis material in the context of the Wider Plectrum Group taken as a whole; (iv) that any past or present member of the Wider Plectrum Group has notcomplied with any applicable legislation or regulations of any jurisdiction inwhich Plectrum or any of its subsidiaries is incorporated or carries or carriedon any business with regard to the use, treatment, handling, storage, transport,release, disposal, discharge, spillage, leak or emission of any waste orhazardous substance or any substance likely to impair the environment or harmhuman health, or otherwise relating to environmental matters or the health andsafety of any person, or that there has otherwise been any such use, treatment,handling, storage, transport, release, disposal, discharge, spillage, leak oremission (whether or not the same constituted a non-compliance by any personwith any legislation or regulations and wherever the same may have taken place)which, in any case, would be likely to give rise to any liability (whetheractual or contingent) or cost on the part of any member of the Wider PlectrumGroup which in any case is material in the context of the Wider Plectrum Grouptaken as a whole; (v) that there is, or is likely to be, any liability (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 Plectrum 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 Plectrum Group taken as a whole; or (vi) that circumstances exist whereby a person or class of persons wouldbe likely to have a claim against a member of the Wider Plectrum Group inrespect of any product or process of manufacture or materials used therein nowor previously manufactured, sold or carried out by any past or present member ofthe Wider Plectrum Group which is or would be material in the context of theWider Plectrum 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 such will be set out in the Offer Document and (inthe case of Plectrum Shares held in certificated form) in the Form of Acceptancewhich will accompany the Offer Document or as may reasonably be necessary inorder to comply with the City Code. Capricorn reserves the right to waive all or any of conditions (b) to (g)inclusive, in whole or in part. Conditions (b) to (g) 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 (g) 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 Plectrum 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 applicable 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 Plectrum Shareholders, Capricorn and Jefferies International willcease to be bound by the Forms of Acceptance submitted before the time the Offerlapses. The Offer will extend to all Plectrum Shares whilst the Offer remains open foracceptance. Plectrum 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 Plectrumhas been extracted or derived, without material adjustment, from the PlectrumAnnual Report and Accounts and the audited consolidated financial statements forPlectrum for the year ended 31 December 2006. (b) References to existing issued share capital are references to PlectrumShares in issue on 6 September 2007 (being the last practicable business dateprior to the date of announcement), being 180,372,499 Plectrum Shares. (c) The maximum value placed by the Offer on the entire issued ordinary sharecapital of Plectrum, and other statements made in this announcement by referenceto the issued share capital of Plectrum, are based upon 180,372,499 PlectrumShares being in issue on 6 September 2007. (d) Plectrum Share prices have been derived from the Daily Official List ofthe London Stock Exchange and represent the Closing Price on the relevant date. (e) The Offer premium of 22.9 per cent. to the average Closing Price of 10.58pence 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 Plectrum Shares Approximate percentage of issued share capital as at 6 September 2007 (%)M Whyatt 8,177,591 4.5M Evans 7,551,504 4.2J Bain 2,206,522 1.2G Hall 708,695 0.4T Lenehan 1,701,371 0.9B Nash 470,430 0.3A Reynolds 2,410,850 1.3Total 23,226,963 12.9 The above irrevocable undertakings will only cease to be binding if the Offerlapses or is withdrawn. Name Number of Plectrum Shares Approximate percentage of issued share capital as at 6 September 2007 (%)Gartmore 19,446,428 10.8 Total 19,446,428 10.8 The irrevocable undertakings set out in the table immediately above will ceaseto be binding if: (i) a recommended offer is made by a third party for all ofthe issued ordinary share capital of Plectrum (other than such share capitalacquired or agreed to be acquired by any such third party at the time of makingsuch offer), which is not subject to any pre-conditions and which is at an offerprice per ordinary share which is more that 10 per cent. above the Offer Price;and (ii) in the period of fourteen days following the announcement of suchrecommended offer, Capricorn (or Jefferies) does not make a formal announcementof a revised offer that is at least as favourable as the offer announced by suchthird party. In addition, these irrevocable undertakings will also cease to bebinding if the Offer lapses or is withdrawn. APPENDIX IV Definitions In this Announcement, the following terms and expressions have the followingmeanings unless the context requires otherwise: "Acquisition" the proposed acquisition of Plectrum 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 Plectrum Board have reached agreement on the terms of the Offer "Australia" the Commonwealth of Australia, its states, territories and possessions "Blue Oar Securities" Blue Oar Securities Plc, Plectrum's financial adviser "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 "Canada" Canada, its provinces and territories and all areas subject to its jurisdiction or any political subdivision of it "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 "Capricorn" Capricorn Oil & Gas 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 "Competing Offer" an offer: (i) for all or part of the issued share capital of Plectrum (which if accepted and completed in whole or in part would result in the offeror (and any persons acting in concert with him) holding more than 50 per cent. of the issued share capital of Plectrum); or (ii) to acquire all of or a material part of the assets of Plectrum "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 "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 Plectrum Shares held in certificated form) the Form of Acceptance, to acquire all of the Plectrum Shares (including, where the context so requires, any subsequent revision, variation, extension or renewal of such offer) "Offer Document" the document proposed to be posted to Plectrum Shareholders containing, amongst other things, the Offer "Offer Price" 13 pence per Plectrum Share "Panel" or "Takeover the Panel on Takeovers and MergersPanel" "Plectrum" Plectrum Petroleum plc "Plectrum Directors" or the directors of Plectrum being Michael Whyatt, Michael Evans, James Bain"Plectrum Board" and Gordon J Hall "Plectrum Group" Plectrum and any subsidiary undertaking of Plectrum for the time being "Plectrum Shareholders" holders of Plectrum Shares "Plectrum Shares" means: (i) the existing unconditionally allotted or issued and fully paid ordinary shares of 5 pence each in the capital of Plectrum; (ii) any further ordinary shares of 5 pence each in the capital of Plectrum 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; and (iii) the existing unconditionally allotted and issued nil paid ordinary shares of 5 pence each in the capital of Plectrum, but only to the extent that either such shares are paid up in full or arrangements are made to ensure that such shares are paid up in full before or upon being transferred to Capricorn, 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)) "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 Plectrum Shares held by Plectrum 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 Plectrum Group" Plectrum and its subsidiary undertakings, associated undertakings and any other undertakings in which Plectrum and such undertakings (aggregating their interests) have a substantial interest and "member of the Wider Plectrum 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