Leed Resources Regulatory News (LDP)

12 May 2009 07:00



Leed Petroleum PLC

("Leed" or "the Company")

Statement re application of the City Code on Takeovers and Mergers

Further to the announcement made by the Company on 8 May 2009, in relation to a letter of interest it received from a third party regarding the possible purchase of Leed shares, the Directors wish to state the Company's position with respect to the application of the City Code on Takeovers and Mergers ("Takeover Code"). The Company has been attempting to contact the third party without success, and consequently the Directors currently have no way of knowing if or when an offer may be forthcoming from the third party.

As stated in the Company's admission document published at the time of admission to trading on AIM, the Directors believe that the Company is not subject to the Takeover Code and shareholders will not be afforded any protections under the Takeover Code. 

Although the Company is registered in England and Wales, the place of central management and control of the Company is currently located outside the UK, the Channel Islands and the Isle of Man. If circumstances change, the Company will consult the Takeover Panel to ascertain whether this will affect the place of central management and control of the Company. If the Takeover Panel determines that, as a result of such changes, the place of central management and control of the Company is located in the UK, the Channel Islands or the Isle of Man, such that the Takeover Code then becomes applicable to the Company, an announcement will be made. 

Shareholders should be aware that the Company's Articles of Association contain a provision requiring, broadly, any person that acquires securities of the Company representing, together with securities held by persons acting in concert with such person, 30 per cent or more of the Company's voting power to make a cash offer for the remaining shares in the Company at the highest price such person has paid in the preceding 12 months. The Articles of Association also require any person that holds securities representing, together with securities held by persons acting in concert with such person, between 30 per cent. and 50 per cent. of the Company's voting power and then acquires additional securities which increases his percentage of voting rights to make such a mandatory offer. While the Articles of Association contain certain takeover protections these will not provide the full protections afforded by the Takeover Code. 

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