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1 Aug 2008 12:00
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1Β AugustΒ 2008Β
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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.
Forum Energy PlcΒ
("Forum" or the "Company")
Update onΒ Forum's response to mandatory cash offer
TheΒ board of ForumΒ (the "Board")Β announces that it is in the process of preparing a response toΒ aΒ mandatory cash offer (the "Offer") made by Philex Petroleum Corporation ("PPC") to acquire the entire issued and to be issued ordinary shares of the Company which are not already owned or otherwise contracted to be acquired by PPC or any of its associates. AΒ document containing the full terms and condition of the OfferΒ was postedΒ to Forum's shareholdersΒ on 30 July 2008.
The Offer, which values each ordinary share of Forum at 48p and Forum's entire issued share capital at approximately Β£13.8 million, is being made solely because PPC is required to do so under the rules of the Takeover Code following its acquisition of 4,004,000 ordinary shares of Forum on 1 July 2008.
The Board will publish its response to the Offer next week and, in the meantime, advises Forum's shareholders to take no action regarding the Offer until they have had the opportunity to consider the Board's response to the Offer.
Further announcements will be made as appropriate.
For further information please contact:Β
Alan Henderson Tel: +44 (0)1932 445 344
Forum Energy Plc,Β Non-Executive Chairman and acting Chief Executive OfficerΒ
Nick NaylorΒ /Β Brian StockbridgeΒ / Jamie Boyd Tel: +44 (0)20 7763 2200Β
Noble & Company Ltd, Nominated Adviser & Broker
Or visit the Company's website:
www.forumenergyplc.com
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" ofΒ Forum, allΒ "dealings"Β in anyΒ "relevant securities"Β of that 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 3:30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the 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" ofΒ Forum, they will be deemed to be a single person for the
purpose of Rule 8.3.
Under provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" ofΒ ForumΒ by the offeror,Β ForumΒ 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 website atΒ
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 prices 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 or 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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