The latest Investing Matters Podcast with Jean Roche, Co-Manager of Schroder UK Mid Cap Investment Trust has just been released. Listen here.

Less Ads, More Data, More Tools Register for FREE

Pin to quick picksFaroe Petroleum Plc Regulatory News (FPM)

  • There is currently no data for FPM

Watchlists are a member only feature

Login to your account

Alerts are a premium feature

Login to your account

Statement Regarding DNO's Final Offer

9 Jan 2019 10:32

RNS Number : 6343M
Faroe Petroleum PLC
09 January 2019
 

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

 

FOR IMMEDIATE RELEASE

 

9 January 2019

Faroe Petroleum plc (the "Company" or "Faroe")

 

Statement Regarding DNO's Final Offer

 

 

The Board of Faroe (the "Board", "we") is today making the following statement further to the announcement by DNO ASA ("DNO") on 8 January 2019 that it has increased its unsolicited offer to 160p per share and made its offer final (the "Final Offer"), and the announcement this morning by DNO that following further purchases of Faroe shares, DNO owns or has received acceptances for a total of 195,526,068 Faroe shares, representing approximately 52.44 percent of the ordinary issued share capital of Faroe.

 

The Board notes that upon settlement of the further share purchases the Final Offer will become unconditional in all respects.

 

Whilst the Board does not believe the Final Offer represents fair value, the Board recognises that, as set out above, the Offer will be declared wholly unconditional upon settlement of the further share purchases made by DNO and DNO will therefore acquire statutory control of Faroe.

 

The Board considers that, following its initial investment in Faroe and in the conduct of its subsequent Offer, DNO has created considerable uncertainty for minority shareholders. In particular, DNO has stated that, should it acquire statutory control of Faroe, it may be required to combine DNO's interest in its Norwegian operating subsidiary with Faroe's Norwegian operating subsidiary. DNO has also stated that, if the level of acceptances of its Offer reaches 75%, it intends to take steps to delist the Company which would significantly reduce the liquidity and marketability of Faroe's shares. The Board also notes that DNO has indicated that it expects to make changes to the Faroe Board and the Board therefore considers there to be no assurance that Faroe would continue to maintain its current corporate governance culture in line with UK corporate governance best practice.

 

Accordingly, the Board now recommends that, given the Final Offer will become wholly unconditional, shareholders should accept the Final Offer, as Faroe directors intend to do in respect of their own beneficial holdings.

 

The Board intends to work with DNO in the interim period to ensure an orderly transition of control of the Company in the interests of all our stakeholders, including our shareholders and employees.

 

Upon the Final Offer becoming unconditional in all respects, it will in accordance with the UK Takeover Code, remain open for acceptance for at least 14 days from the date the Final Offer would otherwise have closed. Accordingly, we would expect DNO to announce that upon the Final Offer becoming unconditional in all respects, the Final Offer will remain open until at least 14 days from 23 January 2019 being 6 February 2019. Full details of how to accept the Final Offer are set out in DNO's offer document, published on 9 January 2019.

- Ends -

 

 

For further information please contact:

 

 

Faroe Petroleum plc

Graham Stewart, CEO

 

 

Tel: +44 (0) 1224 650 920

 

Rothschild & Co

Emmet Walsh / Elias Mitropoulos

 

Tel: +44 20 7280 5000

 

Stifel Nicolaus Europe Limited

Callum Stewart / Nicholas Rhodes / Ashton Clanfield

 

Tel: +44 (0) 20 7710 7600

BMO Capital Markets

Tom Rider / Jeremy Low

 

Tel: +44 (0) 207 236 1010

FTI Consulting

Ben Brewerton / Sara Powell / Toby Chidavaenzi

 

Tel: +44 (0) 20 3727 1000

 

Further information

 

N M Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Faroe and no one else in connection with the above and will not be responsible to anyone other than Faroe for providing the protections offered to clients of Rothschild & Co nor for providing advice in relation to the subject matter of this announcement or any other matters referred to in this announcement.

 

Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Faroe and no one else in connection with the above and will not be responsible to anyone other than Faroe for providing the protections offered to clients of Stifel nor for providing advice in relation to the subject matter of this announcement or any other matters referred to in this announcement.

 

BMO Capital Markets Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Faroe and no one else in connection with the above and will not be responsible to anyone other than Faroe for providing the protections offered to clients of BMO Capital Markets Limited nor for providing advice in relation to the subject matter of this announcement or any other matters referred to in this announcement.

 

The information contained within this announcement is considered to be inside information prior to its release, as defined in Article 7 of the Market Abuse Regulation No. 596/2014, and is disclosed in accordance with the Company's obligations under Article 17 of those Regulations.

 

Publication on website and hard copies

 

A copy of this announcement and the documents required to be published by Rule 26 of the Takeover Code will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Faroe' website at https://www.fp.fo/ by no later than 12 noon on the Business Day following the date of this announcement. For the avoidance of doubt, the content of the website is not incorporated into and does not form part of this announcement.

 

Forward Looking Statements

 

This announcement contains certain statements which are, or may be deemed to be, "forward-looking statements" which are prospective in nature. The words "believe", "anticipate", "expect", "intend", "aim", "plan", "predict", "continue", "assume", "positioned", "may", "will", "should", "shall", "risk" and other similar expressions that are predictions of or indicate future events and future trends identify forward-looking statements. These forward-looking statements include all matters that are not current or historical facts. By their nature, forward-looking statements involve risks and uncertainties because such statements relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not indicative of future performance and Faroe's actual results of operations, financial condition and liquidity, and the development of the industry in which Faroe operates, may differ materially from those made in or suggested by the forward- looking statements contained in this announcement. The cautionary statements set out above should be considered in connection with any subsequent written or oral forward-looking statements that Faroe, or persons acting on its behalf, may issue.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
 
END
 
 
STRZMGGMGLRGLZM
Date   Source Headline
12th Sep 20177:00 amRNSGoanna exploration well results
29th Aug 20177:00 amRNSGoanna exploration well commences
25th Aug 20172:02 pmRNSIssue of Equity and Total Voting Rights
3rd Aug 20176:10 pmRNSHolding(s) in Company
1st Aug 20178:46 amRNSDirector/PDMR Shareholding
28th Jul 20177:00 amRNSAcquisition of further Interest in UK Blane Field
28th Jul 20177:00 amRNSAcquisition of Further Interest in UK Blane Field
26th Jul 20177:00 amRNSSuccessful Brasse sidetrack well results
18th Jul 20175:36 pmRNSHolding(s) in Company
14th Jul 201711:37 amRNSHolding(s) in Company
3rd Jul 201710:28 amRNSDirector/PDMR Shareholding
3rd Jul 20177:00 amRNSBrasse appraisal well drill stem test results
21st Jun 20177:00 amRNSStatoil announcement regarding Njord and Bauge
20th Jun 201712:57 pmRNSResult of AGM
20th Jun 20177:00 amRNS2017 Annual General Meeting Operational Update
15th Jun 20171:00 pmRNSHolding(s) in Company
13th Jun 20177:00 amRNSBrasse appraisal well preliminary results
25th May 20177:00 amRNSBrasse appraisal well commences drilling
15th May 20177:00 amRNSPosting of Annual Report and Notice of AGM
10th May 20177:00 amRNSBrasse Appraisal Well Consent
4th May 20178:30 amRNSDirector/PDMR Shareholding
25th Apr 20177:00 amRNSChange of Broker
20th Apr 20176:25 pmRNSHolding(s) in Company
18th Apr 20173:05 pmRNSDirector/PDMR Shareholding
4th Apr 20176:05 pmRNSDirector/PDMR Shareholding
23rd Mar 20172:15 pmRNSExtension of Trym field production
21st Mar 20177:00 amRNSFinal Results
15th Mar 20177:00 amRNSBoné Exploration Well Results
16th Feb 20172:10 pmRNSDirector/PDMR Shareholding
10th Feb 20177:00 amRNSOperational Update
18th Jan 20177:00 amRNSFour new exploration licences awarded in Norway
12th Jan 20172:57 pmRNSNotification of Directors' interests
12th Jan 20177:00 amRNSBoné well spud and Brasse appraisal well
4th Jan 20174:30 pmRNSDirector/PDMR Shareholding
22nd Dec 20163:30 pmRNSHolding(s) in Company
21st Dec 20162:37 pmRNSHolding(s) in Company
20th Dec 20167:00 amRNSNew banking facilities secured
14th Dec 20165:37 pmRNSHolding(s) in Company
6th Dec 201612:28 pmRNSCompletion of acquisition of production assets
30th Nov 20167:00 amRNSOda field development plan submission
4th Nov 20167:00 amRNSNjord selected as preferred concept for Pil & Bue
19th Oct 20167:00 amRNSSell-side analyst site visit to Norway
17th Oct 20165:00 pmRNSNjord North Flank Oil and Gas Discovery
11th Oct 20162:31 pmRNSHolding(s) in Company
3rd Oct 20165:51 pmRNSDirector/PDMR Shareholding
20th Sep 20167:00 amRNSInterim Results
19th Aug 20167:00 amRNSIssue of Equity and Total Voting Rights
16th Aug 20167:00 amRNSUpdate on acquisition of interest in the Ula field
16th Aug 20167:00 amRNSNjord North Flank-2 exploration well commences
10th Aug 201611:35 amRNSNotification of Directors' interests

Due to London Stock Exchange licensing terms, we stipulate that you must be a private investor. We apologise for the inconvenience.

To access our Live RNS you must confirm you are a private investor by using the button below.

Login to your account

Don't have an account? Click here to register.

Quickpicks are a member only feature

Login to your account

Don't have an account? Click here to register.