Acquisition in doubt…9 Jun 2023 19:10
On 5 December 2022, the boards of Wentworth and M&P announced that they had reached agreement on the terms of a recommended all cash offer by M&P for the entire issued, and to be issued, share capital of Wentworth (the "Acquisition"). The Acquisition is to be implemented by means of a scheme of arrangement pursuant to Article 125 of the Jersey Companies Law. The circular in relation to the Scheme was published or made available to Wentworth Shareholders on 25 January 2023 (the "Scheme Document").
The Acquisition was approved by Wentworth Shareholders at the Court Meeting and the General Meeting which were held on 23 February 2023, but remains subject to the satisfaction or (where capable of being waived) waiver of the other Conditions to the Acquisition as set out in Part III (Conditions to and certain further terms of the Acquisition and the Scheme) of the Scheme Document
These Conditions include, inter alia, (i) consent from the Minister responsible for petroleum affairs in Tanzania under the Petroleum Act 2015 and any other applicable laws; (ii) the waiver of any right of first refusal or pre-emption right to which by the Tanzania Petroleum Development Corporation ("TPDC") is entitled in respect of the Mnazi Bay asset; and (vi) approval from the Tanzanian Fair Competition Commission ("FCC"), in each case on terms satisfactory to M&P, acting reasonably.
Representatives of the Company and M&P attended a preliminary hearing before the FCC (the "Hearing") in Tanzania on 7 June, at which various Tanzanian governmental parties were present. A number of concerns were raised at the Hearing, which may impact the likelihood of the FCC to approve the Acquisition in its current form. A ruling is expected within the coming weeks.
M&P and Wentworth intend to consult with relevant Tanzanian government stakeholders about how these concerns may be satisfactorily addressed.
There can be no certainty that these Conditions will be satisfied or (where capable of being waived), waived by M&P. In the light of these developments the Company now expects that, if the Conditions are satisfied or (where capable of being waived), waived by M&P, the Acquisition will complete in H2 2023.
Terms used but not defined herein shall have the meaning given to them in the Scheme Document.
In accordance with Rule 26 of the Code, a copy of this announcement will be available on the Company's website at www.wentplc.com/investors/offer-for-wentworth/, where a copy of the Scheme Document can also be found. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
This announcement has been made without the consent of M&P.
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