18 Jul 2012 07:00
18 July 2012
SeaEnergy PLC
("SeaEnergy" or the "Company")
Tender Offer Update
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.
On 6 July 2012, the Company announced proposals to return up to £6.9 million by way of a proposed Tender Offer, under which up to 19,197,442 Ordinary Shares would be purchased by Investec at a price of 36 pence per Ordinary Share.
The Board of SeaEnergy today notes the recent increase in the share price of Lansdowne Oil & Gas plc ("Lansdowne"), a company in which SeaEnergy owns a 24.68 per cent. shareholding. Lansdowne is a 20 per cent. equity partner in the Barryroe Oilfield ("Barryroe").
The Board also notes that at the recent annual general meeting of Providence Resources PLC ("Providence"), the operator and remaining 80 per cent. equity partner in Barryroe, Providence provided an update on the expected timing of the release of an updated oil in place analysis in relation to Barryroe, which it stated is now expected to be announced during July 2012. Providence also indicated that the updated competent person's report for Barryroe is expected to be published in the fourth quarter of 2012. SeaEnergy has no control over the timing of these announcements.
For the avoidance of doubt, the Directors continue to consider that the Tender Offer is in the best interests of the Company and of the Shareholders as a whole and therefore continue to recommend unanimously that Shareholders vote in favour of the Resolutions at the General Meeting, as the Directors intend to do in respect of the shareholdings in which they are interested, amounting in aggregate to 7,910,938 existing issued Ordinary Shares representing approximately 11.45 per cent. of the Company's existing issued ordinary share capital.
As previously announced, the Directors have undertaken not to accept the Tender Offer in respect of the Ordinary Shares that they personally hold, being 1,208,558 existing issued Ordinary Shares representing approximately 1.75 per cent. of the Company's existing issued ordinary share capital, as they wish to leave their capital in the Company in order to increase their percentage holding in the Company, in advance of delivery of the new energy services strategy.
In view of the recent increase in the Lansdowne share price and any impact it may have had on the SeaEnergy share price, the Board of SeaEnergy believe that it is now appropriate to allow any Qualifying Shareholders who have already validly tendered any Ordinary Shares to be able to withdraw those tenders notwithstanding the existing terms of the Tender Offer. In all other respects, the terms and conditions of the Tender Offer remain unchanged.
Therefore, any Qualifying Shareholder that submitted a Tender Form or TTE Instruction and which has been received by Capita on or prior to 20 July 2012 is eligible to withdraw their Tender Form or TTE Instruction (as the case may be) in full (partial withdrawal requests will not be accepted). Should a Qualifying Shareholder wish to withdraw their Tender Form or TTE Instruction (as the case may be) they may do so only by written notice, signed by the relevant Qualifying Shareholder, given by post or by hand (during normal business hours only) to Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. If the Ordinary Shares to be withdrawn are held in uncertificated form (that is, in CREST) the Qualifying Shareholder may withdraw his acceptance through CREST by sending (or, if a CREST sponsored member, procuring that his CREST sponsor sends) and ESA Instruction to settle in CREST in connection with each TTE Instruction to be withdrawn. Any withdrawal requests should be received by Capita as soon as possible but in any event by 1.00 p.m. on 24 July 2012 (being the latest time for receipt of Tender Forms/TTE Instructions). Qualifying Shareholders who have already tendered any Ordinary Shares and who do not wish to withdraw those tendered shares need take no action.
The Board is not making any recommendation to withdraw such shares and the principal purpose of this announcement is to ensure that all Shareholders are aware of all relevant information to allow them to make a fully informed decision in connection with the Tender Offer.
The timetable of the Tender Offer remains unchanged and is set out below for information.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Announcement of the Proposals 6 July 2012
Tender Offer opens 6 July 2012
Latest time and date for receipt of the Form of Proxy or 10.00 a.m. on 23 July 2012
CREST Proxy Instruction for the General Meeting
Latest time and date for receipt of Tender Forms or 1.00 p.m. on 24 July 2012
TTE Instructions from CREST holders in relation to the Tender Offer
Tender Offer Record Date 5.00 p.m. on 24 July 2012
General Meeting 10.00 a.m. on 25 July 2012
Announcement of results of Tender Offer 25 July 2012
Posting of cheques in respect of the Tender Offer, along with By 3 August 2012
any balance certificates or the crediting of CREST accounts
Notes:
1. References in this announcement are to London times. If any of the above times or dates should change, the revised times and/or dates will be notified to Shareholders by an announcement on a Regulatory Information Service.
2. All events in the above timetable following the holding of the General Meeting are conditional on the passing of Resolution 1.
Terms used in this announcement shall have the meaning ascribed to them in the circular to Shareholders dated 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