RNS/Bid Declined16 Jun 2011 11:50
Are bidders starting to line up?
16 June 2011
HKN Inc. ("HKN")
Increased investment in Global Energy Development plc ("Global")
Mandatory Cash Offer for Global
Independent Directors of Global recommend Shareholders do not accept the O333ffer
Summary
§ Earlier today, Lyford announced that it had acquired a beneficial interest in Global through entering into an agreement to acquire 3,565,936 Global Shares, representing an interest of approximately 9.97 per cent. in Global, from the United States Marshals Service (the "USMS"), at a price of approximately US95.9 cents per Global Share (equivalent to approximately 59.2p per Global Share based on a closing mid exchange rate of US$1.62:£1 on 15 June 2011) (the "Acquisition"). Following completion of the Acquisition, Lyford will be interested in 8,897,236 Global Shares, representing approximately 24.88 per cent. of the issued share capital of Global.
§ Lyford is a company incorporated in the British Virgin Islands which is controlled by Brean. Brean also controls approximately 52.8 per cent. of HKN, a US company traded on the NYSE Amex, which in turn holds approximately 33.25 per cent. of Global's issued share capital.
§ Phyllis Quasha, who controls Brean, also controls Evansville, which in turn holds approximately 0.49 per cent. of Global's issued share capital.
§ In addition, Mr Mikel Faulkner, a director of 3both HKN and Global, holds approximately 0.66 per cent. of Global's issued share capital.
§ For the purposes of the Code, Phyllis Quasha, Brean, HKN, Evansville and Mikel Faulkner are deemed to be acting in concert with Lyford (together, the "Concert Party"). Immediately prior to the Acquisition, the Concert Party was beneficially interested in approximately 49.31 per cent. of Global's issued share capital. Following completion of the Acquisition, the Concert Party will be beneficially interested in approximately 59.28 per cent. of Global's issued share capital.
§ As a result of the Acquisition, under Rule 9 of the Code, the Concert Party is obliged to make a mandatory cash offer to acquire the entire issued share capital of Global not already owned by members of the Concert Party, conditional only upon HKN receiving such acceptances which will result in the Concert Party holding more than 50 per cent. of the Global Shares. Accordingly, following consultation with the Takeover Panel, HKN is announcing the terms of a mandatory cash offer to be made to the shareholders of Global at a price of 72p per share.
§ The Offer will comprise 72p in cash for each Global Share valuing the whole of Global's existing issued share capital at approximately £25.8 million.
§ The Offer Price is final and will not be increased.
§ The Independent Directors of Global recommend that Global Shareholders do not accept the Offer.