25 Jul 2012 13:47
25 July 2012
SeaEnergy PLC
("SeaEnergy" or the "Company")
Result of General Meeting and Result of Tender Offer
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN, CANADA OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL (EACH A "RESTRICTED JURIDISCTION")
THE TENDER OFFER IS NOT AVAILABLE TO SHAREHOLDERS WITH A REGISTERED ADDRESS IN, OR ANY PERSON RESIDENT IN (OR ANY PERSON WHO APPEARS AT ANY TIME TO THE DIRECTORS OF THE COMPANY TO BE RESIDENT IN), WHETHER DIRECTLY OR AS OR THROUGH A NOMINEE, TRUSTEE OR CUSTODIAN, ANY RESTRICTED JURISDICTION. OVERSEAS SHAREHOLDERS SHOULD NOTE THAT THEY SHOULD SATISFY THEMSELVES THAT THEY HAVE FULLY OBSERVED ANY APPLICABLE LEGAL REQUIREMENTS UNDER THE LAWS OF THEIR RELEVANT JURISDICTION IF THEY TENDER SHARES IN THE TENDER OFFER. THE ATTENTION OF SHAREHOLDERS WITH REGISTERED ADDRESSES OUTSIDE THE UNITED KINGDOM IS DRAWN TO THE PARAGRAPH HEADED "OVERSEAS SHAREHOLDERS" IN PART 2 OF THE CIRCULAR.
The Company is pleased to announce that all of the Resolutions put to Shareholders at the Company's General Meeting held earlier today were passed unanimously, including the Resolution to approve the on-market purchase of the Tender Shares by the Company.
Furthermore, the Company is pleased to announce that pursuant to the Tender Offer, which closed at 1.00 p.m. on 24 July 2012, valid tenders have been received in respect of 28,706,212 Ordinary Shares representing approximately 150 per cent. of the Ordinary Shares subject to the Tender Offer.
In accordance with the terms of the Tender Offer, Qualifying Shareholders who tendered to sell less than or equal to their pro rata entitlement (being 5 ordinary shares for every 18 ordinary shares held) ("Pro Rata Entitlement") will have their tender satisfied in full. Qualifying Shareholders who tendered more than their Pro Rata Entitlement, will have their Pro Rata Entitlement satisfied in full and any Ordinary Shares tendered above their Pro Rata Entitlement will be scaled down (to the nearest whole number of Ordinary Shares) such that each Qualifying Shareholder who tendered more than their Pro Rata Entitlement will receive their Pro Rata Entitlement plus 38.274585 per cent. of their excess application. Accordingly, Investec Bank plc will purchase the maximum number of Ordinary Shares available under the terms of the Tender Offer (after roundings from the scaling down of tenders), being in aggregate 19,197,345 Ordinary Shares (the "Tendered Shares") at 36 pence per Ordinary Share, for a total consideration of approximately £6.9 million.
The posting of cheques in respect of certificated Ordinary Shares purchased pursuant to the Tender Offer and the crediting of CREST accounts for uncertificated Ordinary Shares purchased pursuant to the Tender Offer are expected to occur by 3 August 2012.
The crediting of CREST accounts with uncertificated Ordinary Shares unsuccessfully tendered and the dispatch of balance share certificates for unsold certificated Ordinary Shares and the return of share certificates for unsuccessful tenders of certificated Ordinary Shares are also expected to occur by 3 August 2012.
Terms used in this announcement shall have the meaning ascribed to them in the circular to shareholders published on 6 July 2012 unless otherwise stated.
For further information contact:
SeaEnergy PLC
Chris Moar - Finance Director
+44 1224 748480
Investec Bank plc - NOMAD
James Grace, David Flin
+44 20 7597 4000
Pelham Bell Pottinger - Public Relations
Mark Antelme, Rollo Crichton-Stuart
+44 20 7861 3232
www.seaenergy-plc.com