Not for release, publication or distribution, in whole or in part, directly or indirectly, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.
For immediate release
22 June 2012
Recommended Cash Offer
Capricorn Energy Limited ("Capricorn"), a wholly owned subsidiary of Cairn Energy PLC ("Cairn")
Nautical Petroleum plc ("Nautical" or the "Company")
Posting of Scheme Document
On 13 June 2012, the boards of Nautical and Cairn announced they had reached agreement on the terms of a recommended acquisition of the entire issued and to be issued share capital of Nautical by Capricorn. It is intended that the Acquisition will be implemented by way of a Court sanctioned Scheme of Arrangement under Part 26 of the Companies Act 2006 (the "Scheme" or "Offer").
Nautical and Cairn are pleased to announce that a scheme document in relation to the Scheme (the "Scheme Document") will be posted to Nautical Shareholders today, 22 June 2012.
A detailed timetable of events for the Scheme is set out below. These dates are indicative only and will depend, amongst other things, on the date on which the Court sanctions the Scheme and the associated Capital Reduction. If the expected dates change, the Company will give notice of the changes in an announcement through a Regulatory Information Service.
Copies of this announcement and the Scheme Document are available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Nautical's website (www.nauticalpetroleum.com) and Cairn's website (www.cairnenergy.com), up to and including the Effective Date.
For the avoidance of doubt, the content of the websites referred to above is not incorporated into and does not form part of this announcement.
The expected timetable of principal events is as follows:
Time and/or date
Latest time for receipt of blue Form of Proxy for the Court Meeting
10.00 a.m. on 14 July 2012
Latest time for receipt of white Form of Proxy for the General Meeting
10.15 a.m. on 14 July 2012
Voting Record Time
6.00 p.m. on 14 July 2012
10.00 a.m. on 16 July 2012
10.15 a.m. on 16 July 2012
Scheme Court Hearing date
3 August 2012
Last day of dealings in, and for registration of
transfers of, and disablement in CREST of Nautical Shares
6 August 2012
Scheme Record Time
6.00 p.m. on 6 August 2012
Capital Reduction Court Hearing
7 August 2012
Scheme Effective Date
8 August 2012
Cancellation of admission to trading of Nautical
Shares on AIM
By no later than 8.00 a.m. on 9 August 2012
Latest date of despatch of cheques and settlement
By 22 August 2012
Latest date for Scheme to become effective
14 September 2012
All references in the above timetable to times are to London time unless otherwise stated.
Terms and expressions used but not defined in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the Scheme Document.
Nautical Petroleum plc
Tel: +44 20 7647 0120
Steve Jenkins, Chief Executive
Paul Jennings, Commercial Director
Will Mathers, Finance Director
Investec (financial adviser, nominated adviser and joint broker to Nautical Petroleum plc)
Tel: +44 20 7597 5970
RBC Capital Markets (joint broker to Nautical Petroleum plc)
Tel: +44 20 7653 4000
Buchanan (public relations adviser to Nautical Petroleum plc)
Tel: +44 20 7466 5000
Cairn Energy PLC
Tel: +44 131 475 3000
Simon Thomson, Chief Executive
Mike Watts, Deputy Chief Executive
Jann Brown, Managing Director and CFO
David Nisbet, Corporate Affairs
Rothschild (financial adviser to Cairn Energy PLC)
Tel: +44 20 7280 5000
Brunswick (public relations adviser to Cairn Energy PLC)
Tel: +44 20 7404 5959
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified.
An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of an offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
This announcement is for information purposes only and is not intended to and does not constitute, or form part of, any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise.
This announcement does not constitute a prospectus or prospectus equivalent document. The Offer will be made solely on the basis of information contained or referred to in, or the procedures set out in, the Scheme Document and the accompanying Forms of Proxy (which will contain the full terms and conditions of the Offer). Nautical Shareholders are advised to read the formal documentation in relation to the Offer carefully once it has been despatched.
Please be aware that addresses, electronic addresses and certain other information provided by Nautical Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from Nautical may be provided to Cairn and Capricorn during the Offer Period as required under Section 4 of Appendix 4 of the Code.
Investec Bank Plc ("Investec"), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser, nominated adviser and joint broker to Nautical and no-one else in connection with the Offer and will not be responsible to anyone other than Nautical for providing the protections afforded to clients of Investec nor for providing advice in relation to the Offer or any other matters referred to herein.
RBC Europe Limited ("RBC Capital Markets"), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as joint broker to Nautical and no-one else in connection with the Offer and will not be responsible to anyone other than Nautical for providing the protections afforded to clients of RBC Capital Markets nor for providing advice in relation to the Offer or any other matters referred to herein.
N M Rothschild & Sons Limited ("Rothschild"), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Cairn and Capricorn and no-one else in connection with the Offer and will not be responsible to anyone other than Cairn and Capricorn for providing the protections afforded to clients of Rothschild nor for providing advice in relation to the Offer or any other matters referred to herein.
The availability of the Offer in, and the release, publication or distribution of this announcement in or into, jurisdictions other than the United Kingdom may be restricted by law. In particular, as described in the Scheme Document, the Offer will not be made directly or indirectly into any Restricted Jurisdiction. Therefore, persons into whose possession this announcement comes who are not resident in the United Kingdom or who are subject to the laws of other jurisdictions should inform themselves about, and observe, any applicable restrictions. Nautical Shareholders who are in any doubt regarding such matters should consult an appropriate independent adviser in the relevant jurisdiction without delay. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction.
The Offer relates to shares of a company incorporated in the United Kingdom and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. The scheme of arrangement will relate to the shares of a company incorporated in the United Kingdom that is a "foreign private issuer" as defined under Rule 3b-4 under the US Securities Exchange Act of 1934, as amended (the "Exchange Act"). A transaction effected by means of a scheme of arrangement is not subject to proxy solicitation or tender offer rules under the Exchange Act. Accordingly, the Offer is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of US proxy solicitation and tender offer rules. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable to the United Kingdom that may not be comparable to the financial statements of companies incorporated in the United States.
Unless otherwise determined by Capricorn or required by the Code, and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Offer (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.
Any person (including, without limitation, as custodian, nominee or trustee) who would or otherwise intends to, or who may have a contractual or legal obligation to forward this announcement and / or the Scheme Document and / or any other related document to any jurisdiction outside of the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction before taking any action.
This announcement has been prepared for the purposes of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of any jurisdiction outside the United Kingdom.
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