11th Jan 2008 07:25
Eni UK Holding PLC11 January 2008 THIS NOTICE IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PARTIN, INTO OR FROM CANADA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULDCONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION 11 January 2008 FOR IMMEDIATE RELEASE Recommended offer by Eni UK Holding plc ("Eni Holding") for Burren Energy plc (" Burren") Offer declared unconditional as to acceptances Eni S.p.A. ("Eni") announced on 30 November 2007 that a recommended offer was tobe made by its wholly owned subsidiary Eni Holding to acquire the entire issuedand to be issued share capital of Burren ("the Offer"). The document containingthe offer was posted to Burren Shareholders on 11 December 2007 (the "OfferDocument"). Level of acceptances and ownership As at 1.00pm on 10 January 2008, being the first closing date of the Offer, EniHolding has received valid acceptances of the Offer in respect of (and may counttowards the satisfaction of the acceptance condition to the Offer), inaggregate, 74,114,491 Burren Shares, representing approximately 52.52 per cent.of Burren's existing issued share capital. In addition, following the posting of the Offer Document, 35,136,033 BurrenShares representing approximately 24.9 per cent. of Burren's existing issuedshare capital have been acquired by Eni Holding. Accordingly, as at 1.00pm on 10 January 2008, Eni Holding has acquired orreceived valid acceptances of the Offer in respect of (and may count towards thesatisfaction of the acceptance condition to the Offer), in aggregate 109,250,524Burren Shares, representing approximately 77.42 per cent. of Burren's existingissued share capital. Prior to the posting of the Offer Document, Eni Holding had received irrevocableundertakings from the Burren Directors (or their nominees), certain companiesassociated with them, and certain Burren senior managers (or their nominees) toaccept or procure the acceptance of the Offer in respect of their ownshareholdings which amount, in aggregate, to 29,500,589 Burren Sharesrepresenting approximately 20.91 per cent. of Burren's existing issued sharecapital. Valid acceptances of the Offer have been received in respect of theseirrevocable undertakings and are included within the total acceptances referredto above. As at close of business on 9 January 2008 (the last practicable date prior tothis announcement), Morgan Stanley & Co. International Limited ("Morgan Stanley"), acting as broker to Eni Holding, held non-exempt short positions totalling10,110 Burren Shares and no non-exempt long position in Burren Shares. Save as disclosed herein, neither Eni Holding nor, so far as the Eni HoldingDirectors are aware, any person acting in concert with it, including Eni, hasany interest in or right to subscribe for any relevant securities of Burren, norare they party to any short positions (whether conditional or absolute andwhether in the money or otherwise) relating to relevant securities of Burren,including any short positions under derivatives, agreements to sell or anydelivery obligations or rights to require another person to purchase or takedelivery. Neither Eni Holding nor the Eni Holding Directors nor, so far as EniHolding is aware, any person acting in concert with Eni Holding, has borrowed orlent any relevant securities of Burren. Acceptance condition Eni Holding announces that it has lowered the acceptance condition of the Offerfrom 90 per cent. of the Burren Shares to which the Offer relates, to 50 percent. of the voting rights attaching to Burren's issued share capital.Accordingly, Eni Holding is pleased to announce that the Offer has been declaredunconditional as to acceptances. The Offer will remain open for acceptance until further notice. Until such timeas Eni Holding declares the Offer wholly unconditional, the Offer remainssubject to all the other conditions as set out in the Offer Document dated 11December 2007. Further acceptance Burren Shareholders who have not yet accepted the Offer are urged to do so assoon as possible. The procedure for acceptance is set out in paragraph 14 ofPart II of the Offer Document. For Burren Shareholders who hold their shares in certified form (i.e. not inCREST), Forms of Acceptance not yet returned should be completed and returned inaccordance with the instructions set out in the Offer Document and in the Formof Acceptance so as to be received as soon as possible. Additional Forms ofAcceptance are available from Computershare Investor Services PLC by telephoning0870 889 3232 (from within the UK) or +44 870 889 3232 (from outside the UK). Terms defined in the Offer Document dated 11 December 2007 have the same meaningin this announcement. PRESS ENQUIRIES Eni SpA Gianni Di Giovanni Head of External Communication +39 02 520 31287 or +39 06 598 23 98 Claudia Carloni Head of Investor Relations +39 02 520 31445 Fabrizio Cosco Company Secretary +39 06 598 22 449 N M Rothschild & Sons Limited Roger Ader, Neeve Billis or Ed Welsh +44 (0) 207 280 5000 Finsbury Limited Mark Harris or Andrew Mitchell +44 (0) 207 251 3801 Burren Energy plc Atul Gupta (Chief Executive Officer) or Andrew Rose (Chief Financial Officer) +44 (0) 207 484 1900 UBS Investment Bank Adrian Haxby, David Waring or Neil Patel +44 (0) 207 567 8000 Pelham James Henderson or Alisdair Haythornthwaite +44 (0) 207 743 6673 The Eni Holding Directors accept responsibility for the information contained inthis announcement. To the best of the knowledge of the Eni Holding Directors(who have taken all reasonable care to ensure that such is the case), theinformation contained in this announcement for which they are takingresponsibility is in accordance with the facts and contains no omission likelyto affect the import of such information. N M Rothschild & Sons Limited, which is authorised and regulated by the FSA inthe United Kingdom, is acting for Eni Holding and Eni in connection with theOffer and no one else and will not be responsible to anyone other than EniHolding and Eni for providing the protections afforded to clients of N MRothschild & Sons Limited nor for providing advice in relation to the Offer orany matter referred to herein. UBS Investment Bank, which is authorised and regulated by the FSA in the UnitedKingdom, is acting for Burren in connection with the Offer and no one else andwill not be responsible to anyone other than Burren for providing theprotections afforded to clients of UBS Investment Bank nor for providing advicein relation to the Offer or any matter referred to herein. This announcement does not constitute, or form part of, an offer or aninvitation to purchase or subscribe for any securities. The Offer is made solelythrough the Offer Document, an advertisement in a national newspaper in the UK,and the Form of Acceptance. Eni Holding has dispatched such documents to BurrenShareholders (and for information only, participants in the Burren ShareSchemes) and has placed such an advertisement. The Offer Document and the Formof Acceptance together contain the full terms and conditions of the Offer,including details of how to accept the Offer. Any acceptance or other responseto the Offer should be made only on the basis of the information containedwithin the Offer Document and the Form of Acceptance. The availability of the Offer to persons who are not resident in the UnitedKingdom may be affected by the laws of their relevant jurisdiction. Suchpersons should inform themselves of, and observe, any applicable legal orregulatory requirements of their jurisdiction. Any failure to comply with suchlegal or regulatory requirements may constitute a violation of the securitieslaw of any such jurisdiction. In particular, the Offer (including the Loan Note Alternative) is not being madein or into, and is not capable of acceptance, in whole or in part, in or fromCanada. Accordingly, copies of the Offer Document and the Form of Acceptanceand any related documents are not being, and must not be, mailed or otherwiseforwarded, distributed or sent in or into Canada. Custodians, nominees andtrustees should observe these restrictions and should not send or distributedocuments in or into Canada. The Loan Notes have not been, and will not be, registered under the USSecurities Act, nor under any laws of any jurisdiction of the United States, therelevant clearances have not been, and will not be, obtained from the securitiescommission of any province of Canada and no prospectus in relation to the LoanNotes has been, or will be, lodged with, or registered by, the AustralianSecurities and Investment Commission or the Japanese Ministry of Finance.Accordingly, the Loan Notes may not (unless an exemption under the relevantsecurities laws is applicable) be offered, sold, resold, delivered ortransferred, directly or indirectly, in or into the United States, Canada,Australia or Japan or any other jurisdiction if to do so would constitute aviolation of the relevant laws of, or require registration thereof in, suchjurisdiction or to, or for the account or benefit of, a person located in theUnited States, Canada, Australia or Japan. Further details in relation to Overseas Shareholders are contained in the OfferDocument. The Offer Document is available for public inspection in the UnitedKingdom. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if anyperson is, or becomes, "interested" (directly or indirectly) in 1% or more ofany class of "relevant securities" of Burren, all "dealings" in any "relevantsecurities" of that company (including by means of an option in respect of, or aderivative referenced to, any such "relevant securities") must be publiclydisclosed by no later than 3.30 pm (London time) on the London business dayfollowing the date of the relevant transaction. This requirement will continueuntil the date on which any offer becomes, or is declared, unconditional as toacceptances, lapses or is otherwise withdrawn or on which the "offer period"otherwise ends. If two or more persons act together pursuant to an agreement orunderstanding, whether formal or informal, to acquire an "interest" in "relevantsecurities" of Burren, they will be deemed to be a single person for the purposeof Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of Burren by Eni, Eni Holding or Burren, or by any of theirrespective "associates", must be disclosed by no later than 12.00 noon (Londontime) on the London business day following 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 at http://www.thetakeoverpanel.org.uk/new/. "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. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Burford Capital