5 Dec 2013 14:11
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM, ANY RESTRICTED JURISDICTIONS OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
For Immediate Release
5 December 2013
Exillon Energy plc ("Exillon" or the "Company")
Termination of Formal Sale Process
On 18 September 2013, the Board of Exillon announced that it had decided to conduct a strategic review of the Company's options, including a potential sale of the Company, where any discussions relating to such a sale would be conducted under the framework of a "formal sale process" under the City Code on Takeovers and Mergers.
Given the announcements this week (i) by Seneal International Agency Ltd ("Seneal"), a company ultimately controlled by Alexei Khotin who is the ultimate beneficial controller of the RusOil group, that RusOil group is currently reviewing potential opportunities, which include the possibility of making an offer for Exillon, and (ii) by Hanberg Finance Limited ("Hanberg"), a company ultimately owned by Mikhail Gutseriev, that it is currently in the process of considering making an offer to acquire the shares in the Company not already owned by Hanberg, the Company is terminating the formal sale process. However, Exillon continues to work on delivering an offer for the entire issued share capital of the Company outside the framework of the formal sale process. As such, the Company urges shareholders to take no action.
The Board of Exillon reserves the right to reject any approach or to terminate discussions with any interested party or participant at any time. There can be no certainty that any offer will be made, any sale concluded, nor as to the terms on which any offer might be made.
For further information:
Goldman Sachs International +44 (0)20 7774 1000Alastair Maxwell
Nimesh Khiroya
Anton Sychev
EM +7 919 102 9064
Tom Blackwell blackwell@em-comms.com
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.
The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.
Disclosure requirements of 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.
Publication on Website
A copy of this announcement will be made available at www.exillonenergy.com no later than 12:00 noon (London time) on 6 December 2013 (being the business day following the date of this announcement) in accordance with Rule 30.4 of the Code. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
Goldman Sachs International, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Exillon and no one else in connection with the matters referred to in this announcement, and will not be responsible to anyone other than Exillon for providing the protections afforded to clients of Goldman Sachs International nor for providing advice in connection with the matters referred to in this announcement.