6th Aug 2008 16:30
6 August 2008
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
Forum Energy Plc
("Forum Energy" or the "Company")
Posting of response to mandatory offer
The board of Forum Energy announces that it has today posted to shareholders a response (the "Circular") to the mandatory cash offer made by PPC to acquire the entire issued and to be issued ordinary shares of the Company which are not already owned or otherwise contracted to be acquired by PPC or any of its associates. A document containing the full terms and condition of the Offer was posted to Forum's shareholders on 30 July 2008.
The information contained in this announcement is derived from, and should be read in conjunction with, the full text of the Circular. Forum Energy Shareholders should read the whole of the Circular and not just rely upon the information set out below. A copy of the Circular will be available on the Company's website at www.forumenergyplc.com. Terms defined in the Circular shall have the same meanings in this announcement.
Following consultation with the Company's financial adviser, Noble & Company Limited ("Noble"), the Board has concluded that only Alan Henderson, Chairman and acting Chief Executive Officer (the "Independent Director"), can be considered as independent for the purposes of assessing the merits of the Offer.
The Independent Director considers, having taken advice from Noble, that it is not appropriate to provide Forum Energy Shareholders and Optionholders with a definitive recommendation at this time. However, in addition to their own individual investment requirements and objectives, the following factors are important for Forum Energy Shareholders and Optionholders to consider when evaluating what action to be taken with regards to the Offer.
Considerations for accepting the Offer
Considerations for not accepting the Offer
In respect of his own beneficial holding of 5,000 shares, representing 0.02 per cent. of the entire issued share capital, the Independent Director does not intend to accept the Offer.
Further details regarding the opinion and advice of the Independent Director can be found in the Circular.
Copies of the Circular will be available, free of charge, at the Company's financial adviser, Noble & Company Limited, 120 Old Broad Street, London, EC2N 1AR while the Offer remains open for acceptance.
Further announcements will be made as appropriate.
For further information please contact:
Alan Henderson Tel: +44 (0)1932 445 344
Forum Energy Plc, Chairman and acting Chief Executive Officer
Nick Naylor / Brian Stockbridge / Jamie Boyd Tel: +44 (0)20 7763 2200
Noble & Company Ltd, Nominated Adviser & Broker
Or visit the Company's website:
www.forumenergyplc.com
Responsibility Statement
The Board accept responsibility for the information contained in this announcement and, to the best of the Board's knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of Forum, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3:30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Forum, they will be deemed to be a single person for the
purpose of Rule 8.3.
Under provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of Forum by the offeror, Forum or by any of their respective "associates", must be disclosed by no later than 12:00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the prices of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue or any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.
Related Shares:
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