Adam Davidson, CEO of Trident Royalties, discusses offtake milestones and catalysts to boost FY24. Watch the video here.

Less Ads, More Data, More Tools Register for FREE

Pin to quick picksNAUT.L Regulatory News (NAUT)

  • There is currently no data for NAUT

Watchlists are a member only feature

Login to your account

Alerts are a premium feature

Login to your account

Posting of Offer Document

9 Sep 2011 15:31

RNS Number : 9929N
Global Energy Development PLC
09 September 2011
 



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 THAT JURISDICTION

 

9 September 2011

MANDATORY CASH OFFER

FOR

GLOBAL ENERGY DEVELOPMENT PLC ("GLOBAL")

BY

HKN, INC. ("HKN")

 

Posting of Offer Document

 

On 16 June 2011, HKN announced the terms of a mandatory cash offer to be made by HKN for all the issued and to be issued ordinary shares in Global ("Global Shares") not already held by HKN and persons deemed to be acting in concert with it (the "Offer").

On 15 July 2011, the Directors of HKN and the Independent Directors of Global announced that they had agreed, with the consent of the Takeover Panel, to postpone the posting of the Offer Document until the conditions to completion of the acquisition of the Global Shares which had triggered the obligation to make the Offer (the "Acquisition") were satisfied and Lyford had completed the Acquisition.

On 31 August 2011, the Directors of HKN and the Independent Directors of Global announced that the conditions to the Acquisition had been satisfied and that the Offer Document would be posted as soon as practicable and in any event, no later than 9 September 2011. The Directors of HKN and the Independent Directors of Global accordingly announce that the Offer Document is being posted to Global Shareholders today.

As the Concert Party is now interested in Global Shares representing more than 50 per cent. of Global's issued share capital carrying more than 50 per cent. of the voting rights of Global's issued share capital, there is no minimum acceptance condition or any other conditions precedent to the Offer and the Offer is unconditional in all respects. The closing date of the Offer is 1.00 p.m. on 30 September 2011. The Offer will not be revised or extended and the Offer will not therefore be capable of acceptance after such date.

Global Shareholders are reminded that the Independent Directors of Global, who have been so advised by Matrix, consider the terms of the Offer to materially undervalue the Company and do not therefore consider the terms of the Offer to be fair and reasonable. In providing its advice, Matrix has taken into account the Global Independent Directors' commercial assessments. Accordingly, the Global Independent Directors recommend that Global Shareholders do not accept the Offer.

Copies of the Offer Document are available for inspection during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the offices of Marriott Harrison at Staple Court, 11 Staple Inn Buildings, London, WC1V 7QH and in accordance with Rule 19.11 of the Code, by no later than 12 noon on 12 September 2011 on Global's website at www.globalenergyplc.com.

 

The anticipated timetable of principal events is as follows:

 

Event

Time and/or date(1)

(2011)

Offer document posted

9 September

 

Closing Date

1.00 p.m. on 30 September

Latest date for despatch of cheques and crediting CREST accounts for cash consideration due under the Offer

14 October

 

 

(1) All times shown in this table are London times

Terms and expressions used in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the announcement of 16 June 2011 and the Offer Document.

Enquiries

Merchant Securities Limited

David Worlidge/Simon Clements 020 7628 2200

 

Matrix Corporate Capital LLP

Stephen Mischler/Nick Stone 020 3206 7000

 

This announcement does not constitute or form part of any offer or invitation to sell or purchase any securities or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, pursuant to the Offer or otherwise, nor shall there be any sale, issue or transfer of the securities referred to in this announcement in or into any jurisdiction in contravention of any applicable law. The Offer will be made solely by the Offer Document (together with, in the case of Global Shares in certificated form, the Form of Acceptance), which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. Global Shareholders should carefully read the Offer Document (and, if they hold their Global Shares in certificated form, the Form of Acceptance) in its entirety before making a decision with respect to the Offer.

 

Merchant Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for HKN and no-one else in relation to the Offer and will not be responsible to anyone other than HKN for providing the protections afforded to the customers of Merchant Securities Limited or for providing advice in relation to the Offer or in relation to the contents of this announcement or any transaction or arrangement referred to herein.

 

The Offer shall be made solely by HKN and neither Merchant Securities Limited nor any of its affiliates are making the Offer.

 

To the extent permitted by applicable law, in accordance with, and to the extent permitted by, the Code and normal UK market practice, HKN or its nominees or brokers (acting as agents) or their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, Global Shares, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Such purchases, or arrangements to purchase, will comply with all applicable UK rules, including the Code and the rules of the London Stock Exchange to the extent applicable. In addition, in accordance with, and to the extent permitted by, the Code and normal UK market practice, Merchant Securities Limited and its affiliates may engage in purchasing activities consistent with their respective normal and usual practice and applicable law. Any information about such purchases will be disclosed on a next day basis to the Panel on Takeovers and Mergers and will be available from any Regulatory Information Service, including the Regulatory News Service on the London Stock Exchange website, www.londonstockexchange.com.

 

Matrix Corporate Capital LLP, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Global and no-one else in relation to the Offer and will not be responsible to anyone other than Global for providing the protections afforded to the customers of Matrix Corporate Capital LLP or for providing advice in relation to the Offer or in relation to the contents of this announcement or any transaction or arrangement referred to herein.

 

The distribution of this document in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this document comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.

 

The availability of the Offer to Global Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of those jurisdictions. In particular, the Offer is not, unless decided otherwise by HKN, being made in or into or from, and is not capable of acceptance in or from, any Restricted Jurisdiction. Further details in relation to overseas Global Shareholders are contained in the Offer Document.

 

The Offer is not intended to be made, directly or indirectly, in, into or from any Restricted Jurisdiction and the Offer will not be capable of acceptance from or within any Restricted Jurisdiction. Accordingly, copies of this announcement are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving this announcement (including custodians, nominees and trustees) must not mail or otherwise distribute or send it in, into or from any Restricted Jurisdiction, as doing so may invalidate any purported acceptance of the Offer.

 

This announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the UK.

Disclosure requirements under the Code

 

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of Global 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) Global 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 p.m. (London time) on the 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (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 Global 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 per cent. or more of any class of relevant securities of Global or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of Global 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) Global 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 p.m. (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 Global 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 Global and by any offeror and Dealing Disclosures must also be made by Global, 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 Global and any 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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

 

You should note that, for the purposes of the above summary of Rule 8 of the Code, HKN is not treated as a paper offeror and therefore there is no requirement to disclose interests or dealings in shares of HKN under Rule 8 of the Code.

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
ODPSSSFLUFFSEDU
Date   Source Headline
15th Jan 20217:00 amRNSGeorgia Update - Serving a Notice of Dispute
27th Jun 20195:30 pmRNSNautilus Marine Services
24th Jun 20191:02 pmRNSResult of Annual General Meeting & Delisting
5th Jun 20197:00 amRNSMarketing of Offshore Service Vessels
31st May 20197:00 amRNSProposed Cancellation of Admission & Notice of AGM
8th Apr 20192:50 pmRNSAmendment of Everest Hill Note Receivable
3rd Apr 20197:00 amRNSDirectorate Changes
6th Mar 20197:30 amRNSDirectorate Change
6th Mar 20197:00 amRNSFinal Results
13th Feb 201911:05 amRNSSecond Price Monitoring Extn
13th Feb 201911:00 amRNSPrice Monitoring Extension
13th Feb 20199:05 amRNSSecond Price Monitoring Extn
13th Feb 20199:00 amRNSPrice Monitoring Extension
13th Feb 20198:30 amRNSNotice of Conversion of Convertible Loan Note
5th Feb 20194:41 pmRNSSecond Price Monitoring Extn
5th Feb 20194:35 pmRNSPrice Monitoring Extension
5th Feb 20192:05 pmRNSSecond Price Monitoring Extn
5th Feb 20192:00 pmRNSPrice Monitoring Extension
5th Feb 201911:05 amRNSSecond Price Monitoring Extn
5th Feb 201911:00 amRNSPrice Monitoring Extension
24th Jan 201911:06 amRNSSecond Price Monitoring Extn
24th Jan 201911:00 amRNSPrice Monitoring Extension
24th Jan 20197:00 amRNSIntent to Divest Colombian Oil & Gas Properties
14th Jan 20197:00 amRNSTransfer of Convertible Loan Notes
11th Jan 20192:05 pmRNSSecond Price Monitoring Extn
11th Jan 20192:00 pmRNSPrice Monitoring Extension
11th Jan 20197:00 amRNSNotice of Conversion of Convertible Loan Note
23rd Aug 20187:00 amRNSInterim results for six months ended 30 June 2018
3rd Aug 20187:00 amRNSAMENDMENT OF EVEREST HILL NOTE RECEIVABLE
19th Jul 20182:05 pmRNSSecond Price Monitoring Extn
19th Jul 20182:00 pmRNSPrice Monitoring Extension
18th Jul 201811:05 amRNSSecond Price Monitoring Extn
18th Jul 201811:00 amRNSPrice Monitoring Extension
20th Jun 20188:45 amRNSResult of AGM
23rd May 20187:00 amRNSPosting of AGM Notice
10th Apr 20187:00 amRNSAnnual Report and Accounts
14th Mar 20189:58 amRNSFinal Results
12th Mar 20187:00 amRNSDisposal of Two Offshore Vessels & Equipment
14th Sep 20177:00 amRNSInterim Results
7th Sep 20177:00 amRNSAppointment of Managing Director
30th Jun 20177:00 amRNSResult of AGM
2nd Jun 20177:00 amRNSPosting of AGM Notice
6th Apr 20177:00 amRNSAnnual Financial Report
9th Mar 201711:06 amRNSSecond Price Monitoring Extn
9th Mar 201711:00 amRNSPrice Monitoring Extension
9th Mar 20177:00 amRNSFinal Results
8th Mar 20174:40 pmRNSSecond Price Monitoring Extn
8th Mar 20174:35 pmRNSPrice Monitoring Extension
9th Feb 20178:07 amRNSCompletion of Transactions & Change of Name
8th Feb 201710:22 amRNSResult of General Meeting

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.