Less Ads, More Data, More Tools Register for FREE

Pin to quick picksSeascape Energy Regulatory News (SEA)

Share Price Information for Seascape Energy (SEA)

Share Price is delayed by 15 minutes
Get Live Data
92.50    5.00 (5.75%)
Bid:
91.00
Ask:
94.00
Spread: 3.00 (3.297%)
Market Cap: £64.71m
SEA Live PriceLast checked at - London Stock Exchange

Intraday Seascape Energy Share Chart

Tender Offer

6 Jul 2012 07:00

RNS Number : 0636H
SeaEnergy PLC
06 July 2012
 



6 July 2012

 

SeaEnergy PLC

("SeaEnergy" or the "Company")

 

Proposed return of capital of up to £6.9 million by way of a 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 announces that it is today publishing a circular to the shareholders of the Company (the "Circular") detailing the proposal to return surplus cash to Qualifying Shareholders by way of a proposed tender offer, pursuant to which Investec Bank plc ("Investec") will purchase, as principal, up to 19,197,442 Ordinary Shares, representing approximately 27.78 per cent. of the Company's existing issued Ordinary Shares at a price of 36 pence per Ordinary Share, which represents a premium of 32.7 per cent. over the closing mid-market price of the Ordinary Shares on 5 July of 27.12 pence, being the last dealing day before the date of this announcement. Investec has been granted an option to require the Company to purchase from it such Ordinary Shares (the "Repurchase"), which, if purchased by the Company, will then be cancelled.

 

If the maximum number of Ordinary Shares under the Tender Offer are acquired, this will result in an amount of approximately £6.9 million being paid to Qualifying Shareholders who accept the Tender Offer, which equates to 10 pence per Ordinary Share in issue immediately prior to completion of the Tender Offer.

 

The authorisation of the Repurchase and, accordingly, the implementation of the Tender Offer, requires, inter alia, the approval of Shareholders. Therefore attached to the Circular is notice of General Meeting of the Company to be held at the Marcliffe at Pitfodels, North Deeside Road, Aberdeen AB15 9YA on 25 July 2012 at 10.00 a.m.

 

The Circular will be posted to shareholders today and the Circular will shortly be available to view on the Company's website (http://www.seaenergy-plc.com).

 

The Directors of the Company are considered to be related parties to the Company and therefore the transaction is considered to be a related party transaction pursuant to Rule 13 of the AIM Rules for Companies. The Company's nominated adviser, Investec, consider that the terms of the transaction are fair and reasonable insofar as the Company's shareholders are concerned.

 

The Directors consider that the Tender Offer is in the best interests of the Company and of the Shareholders as a whole and therefore recommend unanimously that Shareholders vote in favour of the Tender Offer 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.

 

The Directors have undertaken not to accept the Tender Offer in respect of 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.

 

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 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

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
TENKELFBLDFZBBQ
Date   Source Headline
26th Jul 20119:06 amRNSInterest in Lansdowne Oil & Gas plc
14th Jul 201111:22 amRNSDirectors' shareholdings
29th Jun 20114:26 pmRNSDirector/PDMR Shareholding
29th Jun 20119:30 amRNSFinal Results
29th Jun 20119:15 amRNSCompletion of Disposal
22nd Jun 201110:27 amRNSSeaEnergy Renewables disposal approved
7th Jun 20117:28 amRNSPosting of Circular and Notice of General Meeting
6th Jun 201111:45 amRNSThe Crown Estate signs AfL for Scottish wind farm
6th Jun 20117:00 amRNSConditional Agreement for disposal of SERL
18th May 20119:10 amRNSStmnt re Share Price Movement
3rd May 20117:00 amRNSExclusivity Agreement & Loan Repayment Extension
31st Mar 20113:54 pmRNSRepayment Terms of Existing Loan Facility Extended
23rd Mar 20111:08 pmRNSInterest in Lansdowne Oil & Gas plc
18th Mar 20111:37 pmRNSScottish Strategic Environment Assessment Update
17th Mar 20117:00 amRNSMesopotamia Petroleum Company Limited
4th Mar 20119:45 amRNSDirector/PDMR Shareholding
31st Jan 20118:40 amRNSRepayment Terms of Existing Loan Facility Extended
24th Dec 20109:16 amRNSLoan Facility Extended
15th Dec 20107:00 amRNSInch Cape Wind Farm Interim Development Agreement
30th Sep 201012:09 pmRNSResults for the six months ended 30 June 2010
30th Sep 201012:06 pmRNSExtension of Loan Facilities
29th Sep 20107:00 amRNSHolding(s) in Company
13th Sep 20103:24 pmRNSHolding(s) in Company
8th Sep 20107:00 amRNSHeads of Terms for Inch Cape Offshore Wind Farm
17th Aug 20109:27 amRNSHolding(s) in Company
11th Aug 20107:00 amRNSSeaEnergy and Ampelmann sign exclusivity agreement
14th Jul 20103:00 pmRNSResult of AGM
7th Jul 20107:00 amRNSNCSC and SERL sign Strategic Cooperation Agreement
1st Jul 20103:24 pmRNSHolding(s) in Company
30th Jun 20107:00 amRNSAppointment of Advisor and Directorate Change
29th Jun 20101:00 pmRNSSeaEnergy Signs Letter of Intent With Ulstein
18th Jun 20107:00 amRNSAudited Results for the year ended 31 Dec 2009
26th May 20103:32 pmRNSHolding(s) in Company
20th May 20107:00 amRNSInch Cape Offshore Wind Farm - Development Update
19th May 20101:47 pmRNSScottish Strategic Environment Assessment Update
12th May 20107:00 amRNSSeaEnergy Receives Scottish Enterprise Grant
26th Apr 20101:39 pmRNSHolding(s) in Company
15th Apr 20107:00 amRNSHolding(s) in Company
22nd Mar 20104:40 pmRNSHolding(s) in Company
26th Feb 20107:00 amRNSTotal Voting Rights
18th Feb 20104:32 pmRNSHolding(s) in Company
18th Feb 20103:24 pmRNSExercise of Share Options
5th Feb 201011:38 amRNSIssue of Equity
3rd Feb 20107:00 amRNSExercise of Share Options
29th Jan 20107:00 amRNSTotal Voting Rights
25th Jan 20107:30 amRNSLoan facilities and grant of warrants
22nd Jan 20107:00 amRNSAcquisition of shares by Director
21st Jan 20104:48 pmRNSHolding(s) in Company
18th Jan 20108:56 amRNSDirector/PDMR Shareholding
15th Jan 20101:32 pmRNSDirector/PDMR Shareholding

Due to London Stock Exchange licensing terms, we stipulate that you must be a private investor. We apologise for the inconvenience.

To access our Live RNS you must confirm you are a private investor by using the button below.