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

8 August 2012

RECOMMENDED OFFER

for

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

by

The Parkmead Group plc ("Parkmead")

(to be implemented by way of a Scheme of Arrangement

under Part 26 of the Companies Act)

Sanction of Scheme of Arrangement and Reduction of Capital

On 28 May 2012, the boards of Parkmead and DEO announced that they had reached agreement on the terms of a recommended acquisition of the entire issued and to be issued ordinary share capital of DEO by Parkmead (the "Acquisition"). It is intended that the Acquisition will be implemented by way of a Court sanctioned Scheme of Arrangement under Part 26 of the Companies Act 2006 (the "Scheme" or "Offer"). The Acquisition involves a reduction of capital of DEO under section 641 of the Companies Act 2006. The Scheme Circular, containing the terms and conditions of the Scheme, was posted to DEO Shareholders of 25 June 2012 and the Scheme was approved by the requisite majority of the holders of Scheme Shares on 18 July 2012.

Parkmead and DEO are pleased to confirm that the conditions set out in Part 3 of the Scheme Document have either been satisfied or waived. Parkmead and DEO are pleased to announce that the Court has today sanctioned the Scheme and confirmed the Reduction of Capital. It is expected that the Scheme will become effective tomorrow, 9 August 2012, and that the listing of the DEO Shares on AIM will be cancelled and that the DEO Shares will cease to be admitted to trading on the London Stock Exchange by no later than 7.00 am GMT on 9 August 2012.

Defined terms used in this announcement have the same meaning as set out in Part 9 of the Scheme Document.

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.

FirstEnergy Capital LLP, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for the Company as its financial adviser and no one else in connection with the Acquisition and will not be responsible to anyone other than the Company for providing the protections afforded to clients of FirstEnergy nor for providing advice in connection with the Acquisition or the content of, or any other matter or arrangement described or referred to herein.

Canaccord Genuity, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for the Company as its nominated adviser and no one else in connection with the Acquisition and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Canaccord nor for providing advice in connection with the Acquisition or the content of, or any other matter or arrangement described or 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.