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13 Jul 2009 07:00
FOR IMMEDIATE RELEASE
Emerald Energy Plc
13 July 2009
Statement regarding recent share price movement and press speculation
Emerald Energy Plc ("Emerald" or the "Company") notes the recent movement in its share price and speculation in the national press and confirms that it has received an approach from a third party who has expressed an interest in making a possible cash offer for the entire issued share capital of the Company.
It should be emphasised that the discussions are at a preliminary stage. Accordingly, no assurances can be given that any formal offer will be forthcoming or that any transaction will occur.
Any further announcement will be made if and when appropriate.
In accordance with Rule 2.10 of the Takeover Code (the "Code"), Emerald confirms that it has in issue:
1. 62,661,613 ordinary shares of 10p each which are admitted to trading on the Official List of the London Stock Exchange under the UK ISIN code GB00B01NJN34; and
2. 1,500 series A unsecured convertible bonds due 2012, with an aggregate nominal value of US$15,000,000, which are convertible in normal circumstances into 2,564,282 ordinary shares of the Company.
Enquiries:
Emerald Energy Plc
Alastair Beardsall - 020 7925 2440
Lisa Hibberd - 020 7925 2440
Harland Capital Limited
Harry Sutherland - 0203 051 9306
Harland Capital Limited ('Harland Capital'), which is authorised and regulated in the United Kingdom by the Financial Services Authority (as an appointed representative to Neutralis Asset Management LLP), is acting for Emerald Energy Plc and no-one else in connection with this announcement and will not be responsible to anyone other than Emerald Energy Plc for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement, or for any other transaction, arrangement or matters referred to in this announcement.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the "Code"), if any person is, or becomes, 'interested' (directly or indirectly) in 1% or more of any class of 'relevant securities' of the Company, all 'dealings' in any 'relevant securities' of the Company (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by no later than 3.30pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which any offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the 'offer period' otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an 'interest' in 'relevant securities' of the Company, they will be deemed to be a single
person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant securities' of the Company by any offeror or the offeree company, or by any of their respective 'associates', must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's (the "Panel") website at www.thetakeoverpanel.org.uk.
'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a 'dealing' under Rule 8 you should consult the Panel.
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