RE: Starting to get Interesting7 Mar 2025 09:15
Serica Energy PLC
07 March 2025
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 THAT JURISDICTION
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE NOR AS TO THE TERMS ON WHICH ANY SUCH OFFER WILL BE MADE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
7th March 2025
Serica Energy plc ("Serica" or the "Company")
Statement re. media speculation
Serica notes the recent media speculation and confirms that it is in discussions with EnQuest plc ("EnQuest") regarding a possible transaction to combine Serica and EnQuest (the "Possible Transaction").
The Board of Serica believes there are substantial potential benefits to the Possible Transaction, including increasing scale and diversification, unlocking significant synergies and providing a stronger platform for further growth.
Although discussions are ongoing, it is currently envisaged that the Possible Transaction will be structured as an all share offer by EnQuest for Serica by way of a reverse takeover under the UK Listing Rules. It is expected that the Possible Transaction would involve a return of capital to existing Serica shareholders conditional upon completion of the Possible Transaction (the "Expected Return of Capital"), and that Serica shareholders would hold a majority of the shares in the enlarged company with shares listed on the ESCC market of the London Stock Exchange. There can be no certainty either that an offer will be made, nor as to the terms on which such offer will be made. A further announcement will be made when appropriate.
This announcement has been made with the consent of EnQuest.
The person responsible for arranging the release of this announcement on behalf of Serica is Chris Cox, CEO.
Important Code notes
For the purposes of the Takeover Code, Serica is considered the offeree company.
In accordance with Rule 2.6(a) of the Code, EnQuest is required, by not later than 5.00 p.m. on 4th April 2025 to either announce a firm intention to make an offer for Serica in accordance with Rule 2.7 of the Code or announce that it does not intend to make such an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.
In accordance with Rule 2.5(a) of the Code, EnQuest reserves the right to introduce other forms of consideration and/or vary the form and mix or composition of consideration of any offer. EnQuest also reserves the right to make an offer on less favourable terms than