20th Aug 2008 16:42
20 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")
Response to Offer Unconditional announcement
The board of Forum Energy (the 'Board') notes the announcement made yesterday by Philex Petroleum Corporation ('PPC') that the mandatory cash offer by PPC for Forum Energy (the 'Offer') has become unconditional with PPC having received valid acceptances in respect of 1,852,107 Forum Energy shares, representing approximately 6.45 per cent. of the issued share capital of the Company. PPC and members of its concert party ('PPC and its associates') now collectively hold or have received valid acceptances in respect of a total of 14,406,307 Forum Energy shares representing approximately 50.18 per cent. of the issued share capital of the Company.
The closing date for the Offer, which remains subject to the terms set out in the Offer Document, is being extended from 1.00 p.m. on 20 August 2008 and the Offer will now remain open for acceptance until 1.00 p.m. on 10 September 2008. Any further extensions of the Offer will be publicly announced by PPC by 8.00 a.m. on the business day following the day on which the Offer was otherwise due to expire, or at such later time or date as the Panel may agree.
Following consultation with the Company's adviser, Noble and Company Limited, Alan Henderson (the 'Independent Director') notes the fact that PPC and its associates have now obtained actual control of the Company and, for the reasons set out in the Circular and the facts contained in this announcement, considers that it is not appropriate to provide Forum Energy Shareholders and Optionholders who have not already accepted the Offer or the proposals put forward to Optionholders respectively with a definitive recommendation at this time.
As the Offer has now become unconditional and PPC and its associates hold over 50 per cent. of the issued share capital of the Company, in addition to their own individual investment requirements and objectives, Forum Energy Shareholders and Optionholders are encouraged to reconsider the issues set out in paragraph 6 of the letter from the Independent Director contained in the circular to shareholder dated 6 August 2008 (the "Circular") when evaluating whether or not to accept the Offer and the proposals put forward to Optionholders respectively. A copy of the Circular is available on the Company's website at www.forumenergyplc.com/downloads/letter-in-response-aug-06-08.pdf
In addition, Forum Energy Shareholders and Optionholders should note the following:
As the Offer has become unconditional, the resignation of Harry Wilson and Graeme Thomson, as announced on 10 July 2008, has become effective. They will both step down from the Board immediately.
In light of their departure, Andrew Mullins has been appointed as an additional executive director of the Company to augment the Board to ensure the proper operation of the Company and the execution of the Board's strategy. Further information, in accordance with Rule 17 and Schedule 2(g) of the AIM Rules, is provided below after the main body of this announcement.
Wellington Asset Management Limited ("Wellington") has announced that, as a result of transactions on 18 August 2008 and 19 August 2008, it has acquired an interest in 4,729,372 ordinary shares of 10p each in Forum Energy, representing 16.47 per cent. of Forum Energy's ordinary issued share capital. Wellington has stated that it has no intention of making an offer for the whole of the issued and to be issued share capital of Forum Energy and that it has acquired its interest in the Company as a strategic investment.
The Offer price of 48 pence per Forum Energy Share represents a discount of 5.9 per cent. to the Closing Price of 51 pence per Forum Energy Share on 20 August 2008 (being the last business day prior to this announcement).
As announced on 5 August 2008 the Company has been notified in writing by the Philippines Department of Energy that the service contract to be entered into under the GSEC101 licence is in its final draft and that it is planned that formal signing of the contract will occur this week. The Board will provide an update as soon as it is available.
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 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
Appointment of Andrew Mullins as an executive director of Forum Energy
Andrew (aged 27) was previously vice president of NASDAQ-listed Tracer Petroleum Corporation and subsequently Forum Energy Corporation and he was a key figure in the reorganisation of shares of Forum Energy and admission of the Company to AIM in August 2005. He has held the position of company secretary of Forum Energy since June 2006.
As at 20 August 2008, as a result of the Offer being declared unconditional, options in respect of Forum Energy Shares are exercisable by Andrew Mullins pursuant to the Forum Energy Share Option Plan as follows:
|
Number of Forum Energy Shares under option |
Exercise price (£) |
Exercise period |
|
41,736 |
1.12 |
1.08.06 - 19.02.09 |
|
41,736 |
1.12 |
1.08.07 - 19.02.09 |
|
41,735 |
1.12 |
1.08.08 - 19.02.09 |
|
24,793 |
1.21 |
15.08.08 - 19.02.09 |
|
33,334 |
0.735 |
6.12.07 - 19.02.09 |
|
33,333 |
0.735 |
19.08.08 - 19.02.09 |
|
33,333 |
0.735 |
19.08.08 - 19.02.09 |
|
100,000 |
0.31 |
19.08.08 - 19.02.09 |
As at 20 August 2008, as a result of the Offer being declared unconditional, options in respect of Forum Energy Shares are exercisable by Andrew Mullins pursuant to the Forum Energy Long Term Incentive Plan as follows:
|
Date of award: December 2006 |
|
|
Tranche |
Inherent Value (£) |
|
1 |
15,000 |
|
2 |
30,000 |
|
3 |
30,000 |
|
4 |
30,000 |
|
5 |
30,000 |
|
6 |
30,000 |
As a result of the performance condition being satisfied on 8 August 2008, options in respect of Forum Energy Shares are exercisable by Andrew Mullins pursuant to the Forum Energy Long Term Incentive Plan as follows:
|
Date of award: December 2007 |
|
|
Inherent Value (£) |
|
|
Tranche 1 |
17,625 |
|
"G" Fund |
18,568 |
In accordance with Schedule 2(g) of the AIM Rules, the following information in relation to the appointment of Andrew Mullins as a director of Forum Energy is disclosed:
Current directorships:
Phigold plc
Phigold Mining Limited
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:
Lfeaccetfusd