SER.L Regulatory News (SER)

21 Feb 2006 16:30

Sefton Resources Inc21 February 2006 Sefton Resources, Inc. (the "Company" or "Sefton") Directors' Shareholdings and acquisition of remaining shares of subsidiary Sefton has agreed the terms of an offer to acquire all of the shares in TEG Oil& Gas Canada, Inc. ("TEG Canada") which are not currently owned by the Company.With the Company's focus increasingly on its California oil fields and EasternKansas Coal Bed Methane fields, the Board believes that TEG Canada is no longerstrategically important to the Group but that better value can be generated bymaking TEG Canada a wholly owned subsidiary in the short term before seeking todispose of it in due course and using the cash generated from any disposal toexpand the Company's Eastern Kansas assets. The Directors have approved the terms of the offer which is to be by way of ashare exchange on the following basis: • in the case of TEG Canada shareholders who are not directors or officers of the Company (and/or one of its subsidiaries), 417 Sefton shares for every 10 TEG Canada shares held; and • in the case of TEG Canada shareholders who are directors or officers of the Company (and/or one of its subsidiaries), 379 Sefton shares for every 10 TEG Canada shares held. There will also be a cash alternative offered of $0.25 CDN per TEG Canada share(which was the recent placing price for TEG Canada shares). Full acceptance ofthe share exchange offer would result in the allotment and issue of 135,789,202new shares in Sefton. All directors and officers of Sefton and its subsidiaries have agreed to acceptthe share exchange offer of 379 Sefton shares for every 10 TEG Canada sharesheld and as such the shareholdings of directors of Sefton shall change asfollows: • J. Ellerton is to receive 9,600,828 shares and following completion of the offer will hold 67,953,728 (4.2%);• J. Delmar-Morgan is to receive 15,229,660 shares and following completion of the offer will hold 33,515,374 (2.1%);• A. Ashton is to receive 6,064,000 shares and following completion of the offer will hold 9,264,000 (0.6 %);• N. Thachuk is to receive 3,790,000 and following completion of the offer will hold 9,190,000 (0.6%). The above percentages are based upon all shareholders accepting the shareexchange offer rather than taking the cash alternative. Enquiries Jim Ellerton, Chairman and Chief Executive Tel: 00 1 303 759 2700Jeremy Delmar-Morgan, Director Tel: 020 8748 4066 This information is provided by RNS The company news service from the London Stock Exchange