11 Feb 2011 14:06
FOR IMMEDIATE RELEASE
REGAL PETROLEUM PLC
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
11 February 2011
REGAL PETROLEUM PLC
RECOMMENDED INCREASED PARTIAL CASH OFFER
BY ENERGEES MANAGEMENT LIMITED
Reminder of Closing Date of 20 February 2011
Shareholders urged to accept the Increased Partial Offer by Closing Date
Summary
·; Regal Petroleum plc (Regal or the Company) notes the announcement yesterday by Heamoor Limited (Heamoor) and Geo-Alliance Oil-Gas Public Limited (Geo-Alliance) confirming that they will not be making an offer for Regal.
·; On 6 February 2011, Energees Management Limited (Energees Management) made an Increased Partial Offer of 38 pence in cash for up to 224,446,485 Regal Shares (representing approximately 70 per cent. of the fully diluted share capital of the Company).
·; The Board of Regal advises Regal Shareholders that, having run a competitive sale process, the Increased Partial Offer from Energees Management is the only offer available and continues, in the Board's view, to be the best option for Regal Shareholders. The Increased Partial Offer provides greater certainty of value for Regal Shareholders than either: (i) a potential future transaction with Geo-Alliance based on their indicative proposals to date, or (ii) Regal remaining an independent, quoted entity without the majority ownership of Energees Management.
·; If the Increased Partial Offer were to lapse, there can be no guarantee whatsoever that any proposal from Heamoor and/or Geo-Alliance would be put to Regal Shareholders. The Board of Regal therefore unanimously recommends that Regal Shareholders accept and approve the Increased Partial Offer.
·; Regal and Energees Management remind Shareholders that the Increased Partial Offer is subject to an acceptance condition, the terms of which include the receipt of acceptances by 1.00 p.m. (London time) on Sunday 20 February 2011 of not less than 70 per cent. in nominal value of the Regal Shares.
·; In addition, in the event that the Increased Partial Offer becomes unconditional Energees Management will control Regal. Accordingly, in accordance with the Takeover Code, Regal Shareholders must also give their approval to the Increased Partial Offer.
·; Regal and Energees Management wish to remind Regal Shareholders that the Increased Partial Offer represents a:
§ 204 per cent. premium to the Closing Price of 12.5 pence per Regal Share as at the last business day before the commencement of the Offer Period; and
§ 147 per cent. premium to the Closing Price of 15.4 pence per Regal Share for the one month period prior to the commencement of the Offer Period.
·; If insufficient acceptances are received or an insufficient number of Regal Shareholders approve the Increased Partial Offer, the Increased Partial Offer will lapse and the bid premium available to all Regal Shareholders through the Increased Partial Offer will be lost, which may adversely impact the Regal Share price.
·; Regal Shareholders are therefore urged to accept the Increased Partial Offer and also, to return their Approval Forms, by 20 February 2011 in accordance with the procedures set out below and set out in the Increased Partial Offer Document.
Further information
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 18 January 2011, Regal announced that it was in talks with Heamoor and Geo-Alliance about possible alternative proposals to the recommended cash offer made by Energees Management.
On 6 February 2011, Energees Investments and Regal announced that the revised offer document (the Increased Partial Offer Document) incorporating the full terms of, and conditons to, the increased, recommended partial cash offer to be made by Energees Management, for up to 224,446,485 Regal Shares (theIncreased Partial Offer) had been posted to Regal Shareholders together with the New Form of Acceptance (in the case of holders of Regal Shares in certificated form) and the Approval Form.
The Increased Partial Offer allows those Regal Shareholders, who accept in respect of all of their Regal Shares, the potential for a full exit at 38 pence in cash per Regal Share (although acceptances in respect of more than 70 per cent. of a Shareholder's Regal Shares may be subject to scaling down as set out in paragraph 14 of Part 2 of the Increased Partial Offer Document).
On 10 February 2011, Heamoor and Geo-Alliance announced that they would not be making an offer for Regal.
Regal and Energees Management wish to remind Regal Shareholders that the Increased Partial Offer is the only offer available to Regal Shareholders and that the Increased Partial Offer represents a 204 per cent. premium to the Closing Price of 12.5 pence per Regal Share as at the last business day before the commencement of the Offer Period.
The conditions to the Increased Partial Offer include an acceptance condition, the terms of which state that the Increased Partial Offer is subject to receipt of valid acceptances by the Closing Date in respect of not less than 224,446,485 Regal Shares (the Acceptance Condition). Energees Management is able to waive the Acceptance Condition in part provided that it has received acceptances from Regal Shareholders carrying in aggregate more than 50 per cent. of the voting rights of Regal.
In addition, in the event that the Increased Partial Offer becomes unconditional in all respects, Energees Management will hold Regal Shares carrying more than 50 per cent. of the voting rights of Regal, and Energees Management will be free (subject to Rule 36.3 of the Takeover Code) to acquire further Regal Shares without incurring any obligation under Rule 9 of the Takeover Code to make a general offer.
Accordingly, under Rule 36.5 of the Code, approval of the Increased Partial Offer by Regal Shareholders is required and the Increased Partial Offer is conditional upon such approval being obtained. For this condition to be satisfied, Regal Shareholders who are independent of Energees Management and persons acting in concert with Energees Management and representing more than 50 per cent. of the voting rights in Regal must give their approval to the Increased Partial Offer. If such approval is not obtained, the Increased Partial Offer will lapse.
Action to be taken
If the Increased Partial Offer lapses and the bid premium available to all Regal Shareholders through the Increased Partial Offer is lost, this may adversely impact the Regal Share price. In addition, in the event that the Increased Partial Offer lapses there can be no certainty as to whether and at what point any new offer for Regal might be made.
Regal Shareholders are therefore urged to accept and approve the Increased Partial Offer by 20 February 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 20 February 2011. If you are posting in the UK, the 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 20 February 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.
Please note that settlement in CREST cannot take place on weekends or bank holidays (or other times at which the CREST system is non operational), you should therefore ensure that you time the input of any TTE Instructions accordingly. In this context, you should note that 20 February 2011 is a Sunday, so to be effective the TTE Instruction must in fact settle in CREST not later than Friday 18 February 2011.
As stated above, under Rule 36.5 of the Code, approval of the Increased Partial Offer by Regal Shareholders is required and the Increased Partial Offer is conditional upon such approval being obtained. For this condition to be satisfied, Regal Shareholders who are independent of Energees Management and persons acting in concert with Energees Management and representing more than 50 per cent. of the voting rights in Regal must give their approval to the Increased Partial Offer. If such approval is not obtained, the Increased Partial Offer will lapse
All Regal Shareholders who approve of the Increased Partial Offer (whether or not they wish to accept the Increased Partial Offer or have already accepted the Original Offer, and whether they hold their Regal Shares in certificated or uncertificated form) should therefore complete and return the GREEN Approval Form 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 20 February 2011. If you are posting in the UK, the first class reply-paid envelope has been provided for your convenience. If you do not return the GREEN Approval Form, you will be deemed not to have given your approval to the Increased Partial Offer.
The Revised 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) until the end of the Offer Period. In accordance with Rule 19.11 of the Code, a copy of the Revised Partial Offer Document is also available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection at www.smart-holding.ua and at www.regalpetroleum.co.uk until the end of the Offer Period.
In the event that the Acceptance Condition is not satisfied and the Increased Partial Offer is not declared unconditional as to acceptances by 1.00 p.m. (London time) on 20 February 2011, the Increased Partial Offer will lapse and Regal Shareholders would not receive the Increased Partial Offer of 38 pence in cash in respect of 70 per cent. of their Regal Shares.
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:
Regal Petroleum plcKeith Henry, Chairman Telephone: +44 20 7408 9500Robert Wilde, Finance Director
BofA Merrill Lynch
(financial adviser to Regal)
Anya Weaving Telephone: +44 20 7996 1000Paul Frankfurt
Strand Hanson Limited(Nominated Adviser to Regal)
Simon Raggett Telephone: +44 20 7409 3494Rory Murphy
Citigate Dewe Rogerson
Martin Jackson Telephone: +44 20 7638 9571
George Cazenove
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.
BofA Merrill Lynch is acting exclusively for Regal and for no one else in connection with the Increased Partial Offer and will not be responsible to anyone other than Regal for providing the protections afforded to clients of BofA Merrill Lynch or for providing advice in relation to the Increased Partial Offer or any other matter referred to in this announcement.
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.
Disclosure requirements of 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. 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.
In accordance with Rule 19.11 of the Code, a copy of this announcement will be available at www.regalpetroleum.co.ukand www.smartholding.ua by no later than 12 noon on 14 February 2011.