31 Aug 2011 14:44
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO
OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
For immediate release 31 August 2011
HKN, Inc ("HKN")
Global Energy Development plc ("Global")
Update on timetable for Mandatory Cash Offer by HKN for Global
and Offer becomes unconditional in all respects
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. As stated in the announcement on 16 June 2011, the obligation to make the mandatory offer arose as a result of Lyford, a concert party of HKN, entering into a conditional agreement to acquire 3,565,936 Global Shares, representing an interest of approximately 9.97 per cent. in Global, from the United States Marshals Service ("Acquisition").
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 the Acquisition are satisfied and Lyford has completed the Acquisition. It was further announced that completion of the Acquisition was subject to the satisfaction of a number of conditions and was anticipated to take place on or before 13 September 2011, subject to agreement between the parties.
On 30 August 2011, Global was notified by Lyford that certain of the conditions to the agreement in relation to the Acquisition had been satisfied and 3,565,936 Global Shares, representing 9.97 per cent. of the issued share capital of Global had been transferred to Lyford on 29 August 2011 at a price of approximately 96 cents per Global Share (equivalent to approximately 59p per Global Share based on a closing mid exchange rate of US$1.64:£1 on 29 August 2011). In addition, the United States Marshals Service wished to sell and Lyford purchased a further 223,000 Global Shares at a price of 96 cents per Global Share (equivalent to approximately 59p per Global Share based on a closing mid exchange rate of US$1.64:£1 on 29 August 2011). Accordingly, HKN and its concert parties now own or control shares representing 21,425,560 Global Shares, equivalent to 59.90 per cent. of the issued share capital of Global and Lyford now holds 9,120,236 Global Shares, equivalent to 25.50 per cent. of the issued share capital of Global. Lyford has also conditionally agreed to acquire a further 55,400 Global Shares from the United States Marshals Service at a price of US$1.05 per Global Share (equivalent to approximately 64p per Global Share based on a closing mid exchange rate of US$1.64:£1 on 29 August 2011).
As the Concert Party now holds in excess of 50 per cent. of the voting rights exercisable at a general meeting of Global, the Offer, when made, will be unconditional in all respects. The Offer Document will be posted to Global Shareholders as soon as practicable and in any event by no later than 9 September 2011.
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.
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 will be 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.
Publication on Global Website
In accordance with Rule 19.11 of the Code, a copy of this announcement will be available on Global's website (www.Globalenergyplc.com) by no later than 12 noon on 1 September 2011.