Parkmead Regulatory News (PMG)

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

07 June 2012

RECOMMENDED OFFER

for

DEO Petroleum plc ("DEO")

by

The Parkmead Group plc ("Parkmead")

(to be implemented by way of a Scheme of Arrangement

under Part 26 of the Companies Act)

As announced on 28 May 2012, Parkmead had received a non-binding letter of intent from RAB Energy Fund Limited that they intended to close a contract for difference in respect of an additional 3,502,700 DEO Shares (representing 8.1 per cent. of the issued ordinary share capital of DEO) and to procure the transfer of the beneficial interest in such shares to it at which point they intended to provide a further irrevocable undertaking on the same terms as the existing irrevocable undertaking it had already given.

Parkmead today announces that it has now received an irrevocable undertaking from RAB Energy Fund Limited to vote in favour of the Scheme and the resolutions at the Court Meeting and the General Meeting in respect of such DEO Shares.

This takes the aggregate number of shares in respect of which Parkmead has received irrevocable undertakings to 24,257,944 DEO Shares representing, in aggregate, approximately 56.3 per cent. of the issued ordinary share capital of DEO. All of these irrevocable undertakings remain binding in all circumstances unless the Scheme lapses or is withdrawn.

A summary of the irrevocable undertakings given by the DEO Directors, certain non Director employees of DEO and DEO Shareholders is contained in Appendix I to this announcement.

Defined terms used in this announcement have the same meaning as set out in Appendix IV to the offer announcement of 28 May 2012.

Charles Stanley Securities, which is authorised and regulated in the UK by the Financial Services Authority, is acting exclusively for Parkmead and no one else in connection with the Acquisition and this announcement and will not be responsible to anyone other than Parkmead for providing the protections afforded to clients of Charles Stanley Securities nor for providing advice in connection with the Acquisition or any matter referred to herein.

This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy securities, pursuant to the Acquisition or otherwise. The Acquisition will be made solely by means of the Scheme Document, which will contain the full terms and conditions of the Acquisition, including details of how to vote in favour of the Scheme.

Parkmead reserves the right to elect, with the consent of the Panel (where necessary), to implement the Acquisition by way of a Takeover Offer. In such event, the Takeover Offer will be implemented on substantially the same terms, subject to appropriate amendments, as those which would apply to the Acquisition.

This announcement has been prepared for the purpose of complying with English law and the City 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 United Kingdom.

Overseas shareholders

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.

Unless otherwise determined by Parkmead or required by the City Code and permitted by applicable law and regulation, the Acquisition will not be made, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and the Acquisition will not be capable of acceptance from or within a Restricted Jurisdiction. Accordingly, copies of this announcement and all documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions as doing so may invalidate any purported acceptance of the Acquisition.

Disclosure requirements of the Takeover Code (the "Code")

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company 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) the offeree company 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 pm (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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 the offeree company 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% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company 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) the offeree company 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 pm (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 an offeree company 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 the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, 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 the offeree and 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. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on website

A copy of this announcement will be made available, free of charge subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at www.parkmeadgroup.com by no later than 12 noon (London time) on the Business Day following the date of this annoucement.

APPENDIX IIRREVOCABLE UNDERTAKINGS

Directors and other employees

Parkmead has received irrevocable undertakings from the DEO Directors and other employees to vote in favour of the Scheme and the resolutions to be proposed at the Court Meeting and the General Meeting (and if the Acquisition is subsequently structured as a Takeover Offer, to accept any such offer made by Parkmead) in respect of their entire holdings in DEO Shares, representing approximately 10.5 per cent. of the existing issued ordinary share capital of DEO. Details of these undertakings are set out below.

Other DEO Shareholders

Parkmead has received irrevocable undertakings from YF Finance Ltd, RAB Octane (Master) Fund Limited, RAB Energy Fund Limited and Marlborough Fund Managers to vote in favour of the Scheme and the resolutions to be proposed at the Court Meeting and the General Meeting (and if Parkmead exercises its rights to structure the Acquisition as a Takeover Offer, to accept or procure the acceptance of such Takeover Offer) in respect of DEO Shares representing approximately 45.7 per cent. of the existing issued ordinary share capital of DEO. Details of these undertakings are set out below.

Accordingly, the number of DEO Shares in respect of which irrevocable undertakings have been received is, in aggregate, 24,257,944 representing approximately 56.3 per cent. of the issued share capital of DEO.

All the irrevocable undertakings remain binding in the event of a higher competing offer for DEO however they will cease to be binding if:

(i) the Scheme Document is not posted within 28 days from the date of this Announcement;

(ii) the Scheme does not become effective (or, in the event that Parkmead elects to implement the Acquisition by way of a takeover offer (within the meaning of section 974 of the Companies Act) does not become wholly unconditional) on or before the date being six months following the date of the Announcement (or 1 October 2012 in respect of the irrevocable undertaking from RAB Octane (Master Fund) Limited and RAB Energy Fund Limited); or

(iii) the Scheme is withdrawn or otherwise lapses.

Details of irrevocable undertakings

The following DEO Directors, employees and other shareholders have given irrevocable undertakings on the terms summarised above: