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Statement re Possible Offer

17 Feb 2012 11:40

RNS Number : 6412X
Dragon Oil PLC
17 February 2012
 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE"). IT DOES NOT REPRESENT A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. ACCORDINGLY, THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL ULTIMATELY BE MADE.

Dragon Oil plc. ("Dragon Oil")

 

17 February 2012

 

Possible offer for Bowleven Plc ("Bowleven")

 

Dragon Oil notes the recent movement in Bowleven's share price and confirms that it is in the preliminary stages of exploring a possible offer for all of the issued and to be issued share capital of Bowleven.

 

This announcement does not constitute an announcement of a firm intention to make an offer under Rule 2.7 of the City Code on Takeovers and Mergers (the "Code"). Accordingly, Dragon Oil would like to emphasise that there can be no certainty that any offer will ultimately be made or the terms or timing on which any such offer would be made.

 

In accordance with Rule 2.6(a) of the Code, Dragon Oil is now required, by not later than 5.00 p.m. on 16 March 2012, to either announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Code or announce that it does not intend to make 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.

 

 

About Dragon Oil

 

Dragon Oil is an international oil and gas exploration, development and production company, quoted on the London and Irish Stock exchanges (Ticker symbol: DGO). Its principal producing asset is in the Cheleken Contract Area, in the eastern section of the Caspian Sea, offshore Turkmenistan.

 

Dragon Oil (Turkmenistan) Ltd., a wholly owned subsidiary of Dragon Oil, holds 100% interest in and is the operator of the Production Sharing Agreement for the Cheleken Contract Area. The operational focus is on the re-development of two oil-producing fields, Dzheitune (Lam) and Dzhygalybeg (Zhdanov).

 

A further announcement may be made if and when appropriate. A copy of this announcement will be available on the company's website (www.dragonoil.com) by no later than 12 p.m. (London time) on 20 February 2012.

 

Enquiries

 

RBS Corporate Finance Limited

Christopher Huggins

+44 20 3361 6313

 

Sameer Pethe

+44 20 7085 4695

 

Ashley Gardyne

+44 20 7678 7883

 

RBS Corporate Finance Limited ("RBS") is acting for Dragon Oil and no-one else in connection with the possible offer and will not be responsible to anyone other than Dragon Oil for providing the protections afforded to clients of RBS or for providing advice in relation to the possible offer or any other matters referred to in this announcement.

 

Rule 2.10 disclosure

 

In accordance with Rule 2.10 of the Code, Dragon Oil confirms that it has 511,117,777 ordinary shares of €0.10 each in issue and admitted to trading on the London and Irish stock exchanges with the ISIN IE0000590798.

 

Disclosure requirements of the Takeover Code (the "Code")

 

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 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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 the 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 the 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 pm (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 Takeover 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. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

 

END

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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