3 Mar 2011 07:00
EMBARGOED FOR RELEASE 7.00 a.m. 3 March 2011
ENERGEES MANAGEMENT LIMITED
Not for release, publication or distribution in whole or part in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
3 March 2011
RECOMMENDED INCREASED PARTIAL CASH OFFER FOR
REGAL PETROLEUM PLC
BY
ENERGEES MANAGEMENT LIMITED
Increased Partial Offer declared wholly unconditional
Background
On 10 December 2010, the boards of Regal and Energees Investments Limited (Energees Investments), the principal holding company of the Smart Holding Group, announced that they had reached agreement on the terms of a recommended cash offer to be made by Energees Management, a wholly owned subsidiary of Energees Investments, for the entire issued and to be issued share capital of Regal. On 6 February 2011, Energees Investments and Regal announced the terms of an increased, recommended partial cash offer to be made by Energees Management, for up to 224,446,485 shares of Regal (the Increased Partial Offer). The revised offer document relating to the Increased Partial Offer (the Increased Partial Offer Document) was posted on 6 February 2011.
Increased Partial Offer declared wholly unconditional
Further to the announcement released by Energees Management on 18 February 2011 declaring the Increased Partial Offer unconditional as to acceptances, Energees Management is pleased to announce that Regal Shareholders who are independent of Energees Management and persons acting in concert with Energees Management and representing 54.97 per cent. of the voting rights in Regal have given their approval to the Increased Partial Offer. The conditions to the Increased Partial Offer have therefore been satisfied or waived and accordingly, the Increased Partial Offer is declared wholly unconditional.
The Increased Partial Offer will remain open until 1.00 p.m. (London time) on 4 March 2011. Regal Shareholders who have not yet accepted the Increased Partial Offer are urged to do so without delay in accordance with the procedures set out below.
Settlement
The consideration to which any Regal Shareholder is entitled under the Increased Partial Offer will be effected by the despatch of cheques or the crediting of CREST accounts: (i) in the case of acceptances received, valid and complete in all respects, by the date of this announcement, on or before 17 March 2011 (or such later date as the Panel may agree); and (ii) in the case of acceptances received, valid and complete in all respects, after the date of this announcement but while the Increased Partial Offer remains open for acceptance, within 14 calendar days (or such later date as the Panel may agree) of such receipt, and in either case in the manner described in the Increased Partial Offer Document.
Procedure for acceptance of the Increased Partial Offer
Regal Shareholders who have not yet accepted the Increased Partial Offer are urged to accept the Increased Partial Offer by 1.00 p.m. (London time) on 4 March 2011 and in accordance with the procedures set out below and set out in the Increased Partial Offer Document.
·; To accept the Increased Partial Offer in respect of Regal Shares held in certificated form (that is, not in CREST), you must complete the PINK New Form of Acceptance in accordance with paragraph 15.2 of Part 2 of the Increased Partial Offer Document. Return the completed PINK New Form of Acceptance (along with your share certificate(s) and/or other documents of title) by post to Computershare Investor Services PLC, Corporate Actions Projects, Bristol BS99 6AH or by hand during normal business hours to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13 8AE as soon as possible and, in any event, so as to be received by no later than 1.00 p.m. (London time) on 4 March 2011. If you are posting in the UK, a first class reply-paid envelope has been provided for your convenience.
·; To accept the Increased Partial Offer in respect of Regal Shares held in uncertificated form (that is, in CREST), you must follow the procedure set out in paragraph 15.3 of Part 2 of the Increased Partial Offer Document so that the TTE Instruction settles no later than 1.00 p.m. (London time) on 4 March 2011. If you hold your Regal Shares as a CREST sponsored member, you should refer to your CREST sponsor as only your CREST sponsor will be able to send the necessary instruction to Euroclear.
If you hold your Regal Shares through a broker, nominee or custodian, you should instruct that broker, nominee or custodian to take the necessary action to accept the Increased Partial Offer on your behalf, as set out above.
Documents available for inspection
The Increased Partial Offer Document, the New Form of Acceptance and the Approval Form are available for inspection at the offices of Norton Rose LLP, 3 More London Riverside, London SE1 2AQ, during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) and are also available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection at www.smart-holding.ua until the end of the Offer. In accordance with Rule 19.11 of the Code, a copy of this announcement will be available at www.smart-holding.ua by no later than 12 noon on 4 March 2011.
Capitalised terms used but not defined in this announcement shall have the meaning given to them in the Increased Partial Offer Document.
Enquiries
For further information please contact:
Energees Management
Alexey Pertin Telephone: +380445903026Denis Rudev
UBS Investment Bank
(financial adviser to Energees Investments and Energees Management)
Alison Harding-Jones Telephone: +44 20 7567 8000
Thomas Onions
Tulchan Communications
(PR adviser to Energees Investments and Energees Management)
James Bradley Telephone: +44 20 7353 4200
Stephen Malthouse
This announcement is not intended to be and does not constitute, or form any part of, an offer to sell or the solicitation of an offer to subscribe for or buy any securities, 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 Increased Partial Offer is being made solely by means of the Increased Partial Offer Document, the Approval Form and, in the case of certificated shares only, the Form of Acceptance. Please carefully read the Increased Partial Offer Document in its entirety before making a decision with respect to the Increased Partial Offer.
UBS Investment Bank is acting exclusively for Energees Investments and Energees Management and no-one else in connection with the Increased Partial Offer and will not be responsible to anyone other than Energees Investments and Energees Management for providing the protections afforded to clients of UBS or for providing advice in relation to the Increased Partial Offer or any other matter referred to in this announcement.
Overseas Jurisdiction
The distribution of this announcement in jurisdictions other than the UK and the availability of the Increased Partial Offer to Shareholders who are not resident in the UK may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the UK or Shareholders who are not resident in the UK will need to inform themselves about, and observe, any applicable requirements. Except as required by applicable law, copies of this announcement and all documents relating to the Increased Partial Offer are not being, and may not be, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction.
In particular, the Increased Partial Offer is not, unless decided otherwise by Energees Management, being made in or into, and is not capable of acceptance in or from, any Restricted Jurisdiction. Persons receiving this announcement (including, without limitation, custodians, nominees or trustees) should observe these restrictions and should not send or distribute documents in or into any Restricted Jurisdiction.
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.
Notice to US Holders
US Holders should note that the Increased Partial Offer relates to the shares of a UK company, is subject to UK disclosure requirements (which are different from those of the United States) and that the Increased Partial Offer Document and any other documents relating to the Increased Partial Offer have been or will be prepared in accordance with the Code and the UK disclosure requirements, format and style, all of which differ from those in the United States. Financial information included in this announcement has been prepared, unless specifically stated otherwise, in accordance with accounting standards applicable in the UK and thus may not be comparable to the financial information of United States companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.
The Increased Partial Offer is being made in the United States pursuant to applicable US tender offer and securities laws and otherwise in accordance with the requirements of the Code. Accordingly, the Increased Partial Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedure and law.
The receipt of cash pursuant to the Increased Partial Offer by a US Holder may be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. Each Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of acceptance of the Increased Partial Offer.
It may be difficult for US Holders to enforce their rights and claims arising out of United States federal securities laws, since Energees Management and Regal are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. US Holders may not be able to sue a non-United States company or its officers or directors in a non-United States court for violations of United States securities laws. Further, it may be difficult to compel a non-United States company and its affiliates to subject themselves to a United States court's judgement.
To the extent permitted by applicable law, in accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Energees Management or its nominees, or its brokers (acting as agents) or their respective affiliates, may from time to time make certain purchases of, or arrangements to purchase Regal Shares outside of the United States, other than pursuant to the Increased Partial Offer, until the date on which the Increased Partial Offer becomes effective, lapses or is otherwise withdrawn. 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, the rules of the London Stock Exchange and Rule 14e-5(b) of the US Exchange Act to the extent applicable. Any information about such purchases will be disclosed as required in the UK, will be reported to the Regulatory News Service of the London Stock Exchange and will be available on the London Stock Exchange website at http://www.londonstockexchange.com/prices-and-news/prices-news/home.htm.