24th Jul 2009 17:33
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY RESTRICTED JURISDICTION OR ANY OTHER JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
24 July 2009
Centrica plc
Final Cash Offer by Centrica Resources (UK) Limited ("Centrica Resources"), a wholly-owned subsidiary of Centrica plc, for Venture Production plc ("Venture")
Update on Conditional Convertible Bond Agreement
On 16 July 2009, Centrica Resources posted its offer document to shareholders of Venture in relation to its final cash offer for Venture (the "Offer"). The Offer is final and will not be increased, except that Centrica Resources reserves the right to revise and/or increase the Offer if a competitive situation arises. The Offer initially remains open for acceptance until 1.00 p.m. (London time) on 13 August 2009.
Centrica Resources today announces that, following the receipt of a binding inter-parties ruling from the Takeover Panel, the conditional agreement it entered into on 10 July 2009 to acquire all of the Convertible Bonds in Venture held or controlled by 3i Group plc has today become unconditional and will be completed next week.
EnquiriesCentrica Investor Relations 01753 494 900Centrica Media Relations 08450 728 001Julian Metherell Goldman Sachs International 020 7774 1000Mark SorrellPhil RaperBob McGuire J.P. Morgan Cazenove 020 7588 2828Barry WeirMark Crossley RBS 020 7678 8000Andrew FosterCapitalised terms used but not defined in this announcement shall have the meaning given to them in the offer document posted to Venture shareholders on 16 July 2009 (the "Offer Document").
This announcement does not constitute or form part of any offer or invitation to sell or purchase any securities or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, pursuant to the Offer or otherwise. The Offer will be made solely by the Offer Document which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. Please carefully read the Offer Document in its entirety before making a decision with respect to the Offer.
Goldman Sachs International, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Centrica and Centrica Resources as financial adviser in relation to the Offer and is not acting for or advising any other person and accordingly will not be responsible to any person other than Centrica and Centrica Resources for providing the protections afforded to the customers of Goldman Sachs International or for providing advice in relation to the contents of this announcement or any offer or arrangements referred to herein or in the Offer Document.
J.P. Morgan Cazenove, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Centrica and Centrica Resources as financial adviser in relation to the Offer and is not acting for or advising any other person and accordingly will not be responsible to any person other than Centrica and Centrica Resources for providing the protections afforded to the customers of J.P. Morgan Cazenove or for providing advice in relation to the contents of this announcement or any offer or arrangements referred to herein or in the Offer Document.
RBS Corporate Finance Limited and RBS Hoare Govett Limited, which are authorised and regulated in the United Kingdom by the Financial Services Authority, are acting for Centrica and Centrica Resources as financial advisers in relation to the Offer and are not acting for or advising any other person and accordingly will not be responsible to any person other than Centrica and Centrica Resources for providing the protections afforded to the customers of RBS Corporate Finance Limited and RBS Hoare Govett Limited or for providing advice in relation to the contents of this announcement or any offer or arrangements referred to herein or in the Offer Document.
The Offer is made solely by Centrica Resources and neither Goldman Sachs International nor J.P. Morgan Cazenove nor RBS Corporate Finance Limited nor RBS Hoare Govett Limited nor any of their respective affiliates are making the Offer.
The Offer is for the securities of a corporation organised under the laws of Scotland and is subject to the procedure and disclosure requirements of the United Kingdom, which are different from those of the United States. The Offer is being made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the US Securities Exchange Act of 1934, as amended (the "Exchange Act"), subject to the exemptions provided by Rule 14d-1(d) under the Exchange Act and otherwise in accordance with the requirements of The City Code on Takeovers and Mergers (the "Code"). Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, the offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and laws.
It may be difficult for US holders of Shares and other securities to enforce their rights and any claim arising out of the US federal securities laws, since Centrica Resources and Centrica and Venture are located outside of the United States, and some or all of their officers and directors may be resident outside of the United States. US holders of Venture securities may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the US securities laws. Further, it may be difficult to compel a foreign company and its affiliates to subject themselves to a US court's judgment.
To the extent permitted by applicable law, in accordance with, and to the extent permitted by, the Code and normal UK market practice and Rule 14e-5 under the Exchange Act, Centrica Resources or its nominees or brokers (acting as agents) or their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, Shares, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Such purchases, or arrangements to purchase, will comply with all applicable UK rules, including the Code and the rules of the London Stock Exchange, and Rule 14e-5 under the Exchange Act to the extent applicable. In addition, in accordance with, and to the extent permitted by, the Code, normal UK market practice and Rule 14e-5 under the Exchange Act, Goldman Sachs International, J.P. Morgan Cazenove, RBS Corporate Finance Limited, RBS Hoare Govett Limited and their respective affiliates will continue to act as exempt principal traders in Shares on the London Stock Exchange and engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law, including Rule 14e-5 under the Exchange Act. Any information about such purchases will be disclosed on a next day basis to the Panel on Takeovers and Mergers and will be available from any Regulatory Information Service including the Regulatory News Service on the London Stock Exchange website, www.londonstockexchange.com. To the extent that such information is made public in the United Kingdom, this information will also be publicly disclosed in the United States.
The receipt of cash pursuant to the Offer by a US Shareholder will be a taxable transaction for US federal income tax purposes. Please see Part I of the Offer Document for a discussion of certain UK and US federal income tax consequences of the Offer. Each holder of Venture securities is urged to consult his independent professional adviser immediately regarding the tax consequences of acceptance of the Offer.
The distribution of the Offer Document in jurisdictions other than the United Kingdom or the United States may be restricted by the laws of those jurisdictions and therefore persons into whose possession the Offer Document comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.
The Offer is not directed to Shareholders located in the US state of Oregon. Centrica Resources will not accept securities tendered by, or make cash payments to, Shareholders located in Oregon unless such Shareholder is represented by and acting through a broker-dealer registered in Oregon who accepts responsibility for effecting the transaction.
Unless otherwise determined by Centrica Resources, the Offer is not being, and will not be, made, directly or indirectly, in or into or by the use of the mails of, or by any other means (including, without limitation, electronic mail, facsimile transmission, telex, telephone, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facility of a national securities exchange of any Restricted Jurisdiction and will not be capable of acceptance by any such use, means or facility or from within any such Restricted Jurisdiction. Accordingly, unless otherwise determined by Centrica Resources, copies of documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send any such documents in or into or from any such Restricted Jurisdiction, as doing so may invalidate any purported acceptance of the Offer. Any person (including, without limitation, custodians, nominees and trustees) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward the Offer Document and/or any other related document to any jurisdiction outside the United Kingdom or the United States should inform themselves of, and observe, any applicable legal or regulatory requirements of any relevant jurisdiction. Neither the US Securities and Exchange Commission (the "SEC") nor any US state securities commission has approved or disapproved the Offer or passed upon the adequacy or completeness of the Offer Document. Any representation to the contrary is a criminal offence.
The Offer Document has been prepared for the purposes of complying with English and Scottish law and the Code and the information disclosed may not be the same as that which would have been disclosed if the Offer Document had been prepared in accordance with the laws and regulations of any jurisdiction outside of England or Scotland.
Reduction of the Acceptance Condition
The Offer is conditional, amongst other things, on valid acceptances being received (and not, where permitted, withdrawn) by 13 August 2009 so as to result in Centrica Resources having received pursuant to the Offer or otherwise such number of Shares so as to give it an interest of over 50 per cent. of the fully diluted ordinary share capital of Venture or such lower percentage as Centrica Resources may decide provided that such condition will not be satisfied unless Centrica Resources and/or any other members of the Centrica Group shall have acquired or agreed to acquire, whether pursuant to the Offer or otherwise, Shares carrying in aggregate more than 50 per cent. of the voting rights then normally exercisable at general meetings of Venture (the "Acceptance Condition"). Centrica Resources reserves the right to reduce the percentage of Shares required to satisfy the Acceptance Condition at any time prior to all the Conditions being satisfied, fulfilled or, where permitted, waived.
Venture American Depositary Shares
The Offer shall not extend to American Depositary Shares ("Venture ADSs") with respect to Shares. In order for holders of Venture ADSs to participate in the Offer, such holders would need first to withdraw their underlying Shares from the relevant depositary facility, by exchanging their Venture ADSs with the relevant depositary for the underlying Shares in time to be able to participate in the Offer, or make such other arrangements as the depositary may agree to in order for it to accept the offer on their behalf.
Publication on Centrica website
A copy of this announcement and the Offer Document is and will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on Centrica's website at www.centrica.com during the course of the Offer.
Copyright Business Wire 2009
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