1st Feb 2008 07:30
Eni UK Holding PLC01 February 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 1 February 2008 FOR IMMEDIATE RELEASE Recommended Offer by Eni UK Holding plc ("Eni Holding") for Burren Energy plc (" Burren") Offer declared unconditional in all respects Further to the announcement on 11 January 2008, Eni Holding, a wholly ownedsubsidiary of Eni S.p.A. ("Eni"), is pleased to announce that its recommendedoffer for Burren has today been declared wholly unconditional. The Offer willremain open for acceptance until further notice. Eni announced on 30 November 2007 that a recommended offer was to be made by EniHolding to acquire the entire issued and to be issued share capital of Burren("the Offer"). The document containing the offer was posted to BurrenShareholders on 11 December 2007 (the "Offer Document"). Level of acceptances and ownership As at 1.00pm on 31 January 2008, Eni Holding has received valid acceptances ofthe Offer in respect of (and may count towards the satisfaction of theacceptance condition to the Offer), in aggregate, 84,776,599 Burren Sharesrepresenting approximately 60.07 per cent. of Burren's existing issued sharecapital. 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 31 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 119,912,632Burren Shares, representing approximately 84.97 per cent. of Burren's existingissued share capital. Of this total, Eni Holding had received valid acceptances pursuant toirrevocable undertakings to accept or procure the acceptance of the Offer fromthe Burren Directors (or their nominees), certain companies associated withthem, and certain Burren senior managers (or their nominees) in respect of theirown shareholdings which amount, in aggregate, to 29,500,589 Burren Shares,representing approximately 20.91 per cent. of Burren's existing issued sharecapital. As at close of business on 30 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 totaling7,744 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. Compulsory acquisition, de-listing and re-registration As described in the Offer Document, once Eni Holding has received acceptancesunder the Offer in respect of 90 per cent. or more of the Burren Shares to whichthe Offer relates, and 90 per cent. or more of the voting rights attaching toBurren's issued share capital, Eni Holding will exercise its rights pursuant tothe provisions of Part 28 of the Companies Act 2006 to acquire compulsorily theremaining Burren Shares in respect of which the Offer has not been accepted. As Eni Holding has attained the required 75 per cent. of the voting rightsattaching to Burren's shares, Eni Holding intends to procure that Burren willmake an application for the cancellation of the listing of the Burren Shares onthe Official List and for the cancellation of trading of the Burren Shares onthe Main Market. The cancellation of the listing would significantly reduce theliquidity and marketability of any Burren Shares not assented to the Offer andtheir value may be affected in consequence. It is also intended that after such cancellation of listing, Burren will bere-registered as a private company. Further acceptance of the Offer The Offer will remain open for acceptance until further notice. BurrenShareholders who have not yet accepted the Offer are urged to do so as soon aspossible. The procedure for acceptance is set out in paragraph 14 of Part II ofthe 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). Settlement of consideration Settlement of the consideration due under the Offer in respect of acceptanceswhich have been received and are valid and complete in all respects will bedispatched by first class post (or by such other method as may be approved bythe Panel) in the case of certificated holders, or credited to the relevantCREST account in the case of uncertificated holders, on or before 14 February2008. Settlement of consideration in respect of further acceptances which arevalid and complete in all respects will be dispatched within 14 days of thereceipt of such acceptances. For Burren Shareholders who validly elect for the Loan Note Alternative(including in respect of Burren Shares held in uncertificated form), definitivecertificates for the Loan Notes will be despatched by first class post (or bysuch other method as may be approved by the Panel) on or before 14 February2008. Terms defined in the Offer Document dated 11 December 2007 have the same meaningin this announcement. PRESS ENQUIRIES Eni SpA Press Office: +39 02 520 31875 or +39 06 598 2398 Switchboard: +39 0659821 [email protected] [email protected] [email protected] Website: www.eni.it 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 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. 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 made available for public inspection in theUnited Kingdom. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Burford Capital