Star Energy Regulatory News (STAR)

14 Nov 2007 08:12

Petronas International Corp Ltd14 November 2007 For immediate release Petronas International Corporation Ltd 14 November 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES 14 November 2007 Cash Offer by Petronas International Corporation Ltd for Star Energy Group PLC Summary • PICL announces that it has today acquired 9,293,373 StarEnergy Shares, representing approximately 9.99 per cent. of the issued sharecapital of Star Energy, from Modal Capital Partners Limited, a member of theCredit Suisse Group, at a price of 365 pence for each Star Energy Share. • PICL is a company incorporated in Malaysia which iswholly-owned by PETRONAS. PICL has been a long term investor and shareholder ofStar Energy since July 2005. Throughout this period, PICL has been supportiveof the Star Energy management's strategic plan. • Immediately prior to the Acquisition, PICL was beneficiallyand legally interested in 26,997,377 Star Energy Shares, representingapproximately 29.02 per cent. of the issued share capital of Star Energy. Atthe date of this announcement and immediately following the Acquisition, PICL isbeneficially and legally interested in 36,290,750 Star Energy Shares,representing approximately 39.02 per cent. of the issued share capital of StarEnergy. • In accordance with the provisions of Rule 9 of the CityCode, PICL also announces the terms of a cash offer to be made for all of theissued and to be issued share capital of Star Energy which is not already ownedby PICL. PICL intends to seek a recommendation of the Offer from the board ofStar Energy. • The Offer will, when formally made, be conditional onlyupon the receipt of acceptances in respect of Star Energy Shares which, togetherwith the Star Energy Shares acquired or agreed to be acquired before or duringthe Offer, will result in PICL holding Star Energy Shares carrying more than 50per cent. of the voting rights in Star Energy. • The Offer will be 365 pence in cash for each Star Energy Share, valuing the entire issued share capital of Star Energy at £339,507,706.50. • The Offer represents: o a premium of approximately 30 per cent. to the Closing Price of 281pence for each Star Energy Share on 13 November 2007; and o a premium of approximately 52 per cent. to the average Closing Price of239 pence for each Star Energy Share in the three month period up to andincluding 13 November 2007, 13 November 2007 being the last business day prior to the announcement of theAcquisition. PETRONAS President and CEO Tan Sri Hassan Marican said: "PETRONAS has been a long term investor in Star Energy and is supportive of StarEnergy management's strategic plan. PETRONAS understands the importance of gasstorage projects to the long term security of gas supply in the UK and with thisoffer, aims to ensure that Star Energy's gas storage projects are developed totheir full potential." The Offer Document will be posted to Star Energy Shareholders in due course. ENQUIRIES JP Morgan Cazenove Tel: 020 7588 2828 Barry Weir Jonathan Wilcox Lambert Energy Advisory Limited Tel: 020 7491 4473 Philip Lambert This summary should be read in conjunction with the full text of the followingannouncement which sets out further details of the Offer. Appendix 1 containsthe conditions and certain further terms of the Offer. Appendix 2 contains thesources and bases of information used in the announcement. Appendix 3 containsdefinitions of certain terms used in this announcement. This announcement does not constitute an offer to sell, or an invitation topurchase, any securities or the solicitation of any vote or approval in anyjurisdiction. The Offer will be made solely by the Offer Document and the Formof Acceptance, which will contain the full terms of the Offer (including detailsof how it may be accepted) and which will be posted to Star Energy Shareholdersin due course. The availability of the Offer to Star Energy Shareholders who are not residentin the United Kingdom may be affected by the laws of the relevant jurisdictionsin which they are located or of which they are citizens. Such persons shouldinform themselves of, and observe, any applicable legal or regulatoryrequirements of those jurisdictions. Further details in relation to overseasshareholders will be contained in the Offer Document. The Offer is not intended to be made, directly or indirectly, in, into or fromAustralia, Canada, Japan or the United States and the Offer will not be capableof acceptance from or within Australia, Canada, Japan or the United States.Accordingly, copies of this announcement are not being, and must not be,directly or indirectly, mailed or otherwise forwarded, distributed or sent in,into or from Australia, Canada, Japan or the United States and persons receivingthis announcement (including custodians, nominees and trustees) must not mail orotherwise distribute or send it in, into or from such jurisdictions, as doing somay invalidate any purported acceptance of the Offer. JP Morgan Cazenove and Lambert Energy Advisory Limited, who are each authorisedand regulated in the United Kingdom by the Financial Services Authority, areacting exclusively for PICL and no-one else in relation to the Offer and willnot be responsible to anyone other than PICL for providing the protectionsafforded to clients of JP Morgan Cazenove and Lambert Energy Advisory Limited orfor providing advice in relation to the Offer or in relation to the contents ofthis announcement or any transaction or arrangement referred to herein. Dealing disclosure requirements Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,"interested" (directly or indirectly) in 1 per cent. or more of any class of "relevant securities" of Star Energy, all "dealings" in any "relevant securities"of that company (including by means of an option in respect of, or a derivativereferenced to, any such "relevant securities") must be publicly disclosed by nolater than 3.30 pm (London time) on the business day following the date of therelevant transaction. This requirement will continue until the date on which theOffer becomes, or is declared, unconditional as to acceptances, lapses or isotherwise withdrawn or on which the "offer period" otherwise ends. If two ormore persons act together pursuant to an agreement or understanding, whetherformal or informal, to acquire an "interest" in "relevant securities" of StarEnergy, they will be deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevantsecurities" of Star Energy by PICL, or by any of its respective "associates",must be disclosed by no later than 12.00 noon (London time) on the business dayfollowing the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website atwww.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the City Code, which can also be foundon the Takeover Panel's website. If you are in any doubt as to whether or notyou are required to disclose a "dealing" under Rule 8, you should consult theTakeover Panel. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES 14 November 2007 Cash Offer by Petronas International Corporation Ltd for Star Energy Group PLC 1. Introduction PICL announces that it has today acquired 9,293,373 Star Energy Shares,representing approximately 9.99 per cent. of the issued share capital of StarEnergy, from Modal Capital Partners Limited, a member of the Credit SuisseGroup, at a price of 365 pence for each Star Energy Share. PICL is a company incorporated in Malaysia which is wholly-owned by PETRONAS. PICL has been a long term investor and shareholder of Star Energy since July2005. Throughout this period, PICL has been supportive of the Star Energymanagement's strategic plan. Immediately prior to the Acquisition, PICL was beneficially and legallyinterested in 26,997,377 Star Energy Shares, representing approximately 29.02per cent of the issued share capital of Star Energy. At the date of thisannouncement and immediately following the Acquisition, PICL is beneficially andlegally interested in 36,290,750 Star Energy Shares, representing approximately39.02 per cent. of the issued share capital of Star Energy. In accordance with the provisions of Rule 9 of the City Code, PICL alsoannounces the terms of a cash offer to be made for all of the issued and to beissued share capital of Star Energy which is not already owned by PICL. PICLintends to seek a recommendation of the Offer from the board of Star Energy. The Offer will, when formally made, be conditional only upon the receipt ofacceptances in respect of Star Energy Shares which, together with the Sharesacquired or agreed to be acquired before or during the Offer, will result inPICL holding Star Energy Shares carrying more than 50 per cent. of the votingrights in Star Energy. 2. The Offer The Offer, which will be subject to the terms to be set out in the OfferDocument and the Form of Acceptance, will be made on the following basis: for each Star Energy Share 365 pence in cash The Offer values the entire issued share capital of Star Energy at£339,507,706.50. The Offer represents: • a premium of approximately 30 per cent. to the Closing Price of 281pence for each Star Energy Share on 13 November 2007; and • a premium of approximately 52 per cent. to the average Closing Price of239 pence for each Star Energy Share in the three month period up to andincluding 13 November 2007, 13 November 2007 being the last business day prior to the announcement of theacquisition. The Star Energy Shares will be acquired by PICL pursuant to the Offer fully paidwith full title guarantee and free from all liens, equitable interests, charges,encumbrances, pre-emption rights and other interests and rights of whatsoevernature and together with all rights now or hereafter attaching thereto,including the right to receive in full all dividends and other distributionsdeclared, made or paid after the date of this announcement. The Offer Document and the Form of Acceptance containing the full terms andconditions of the Offer will be despatched shortly. 3. Information on Star Energy Star Energy is an energy company with a primary focus on developing andoperating gas storage facilities via the conversion of oil and gas fields. Inaddition to its gas storage business, it owns and operates 25 oil and gas fieldsonshore the United Kingdom with oil, gas and electricity production activities. Founded in 1999, Star Energy had a turnover in 2006 of approximately of £57million and has approximately 150 employees. In addition to operations in the United Kingdom, Star Energy has gas storagedevelopment interests in the United Kingdom sector of the North Sea, onshoreNetherlands (Waalwijk), onshore Denmark and Italy. 4. Information on PICL PICL is a company incorporated in Malaysia that is wholly owned by PETRONAS.PETRONAS is in turn wholly owned by the government of Malaysia. PETRONAS isranked among Fortune Global 500's largest corporations in the world. The Petronas group engages in a wide spectrum of petroleum activities, includingupstream exploration and production of oil and gas to downstream oil refining;marketing and distribution of petroleum products; trading; gas processing andliquefaction; gas transmission pipeline network operations; marketing ofliquefied natural gas and petrochemical manufacturing. 6. Financing of the Offer JP Morgan Cazenove, financial adviser to PICL, is satisfied that sufficientresources are available to PICL to satisfy the cash consideration payable toStar Energy Shareholders in the event of full acceptance of the Offer. 7. Employees PICL confirms that, following the Offer becoming unconditional, the existingemployment rights of all employees of Star Energy will be safeguarded. 8. Compulsory acquisition, de-listing, cancellation of trading andre-registration If PICL receives sufficient acceptances under the Offer, PICL may exercise itsrights pursuant to the provisions of sections 974 to 991 (inclusive) of theCompanies Act 2006 compulsorily to acquire the remaining Star Energy Shares. Furthermore, it is anticipated that Star Energy will make applications to theUKLA for the cancellation of the listing of Star Energy Shares on the OfficialList and to the London Stock Exchange's market for listed securities for thecancellation of trading in Star Energy Shares. It is expected that suchcancellations will take effect no earlier than 20 business days after PICL hasacquired or agreed to acquire 75 per cent. of the voting rights attaching to theStar Energy Shares. Such cancellation would significantly reduce the liquidityand marketability of any Star Energy Shares in respect of which acceptances ofthe Offer have not been submitted. PICL will notify Star Energy Shareholders if and when the notice period for thecancellations has commenced and the anticipated date of the cancellations. Following these cancellations, it is anticipated that PICL will re-register StarEnergy as a private company and it is unlikely that Star Energy Shareholders whodo not accept the Offer will receive the same level of future dividend payments(if any) in respect of their Star Energy Shares as have been previously declaredand paid. 9. Disclosure of interests in Star Energy At the date of this announcement and immediately following the Acquisition, PICLowns, in aggregate, 36,290,750 Star Energy Shares, representing approximately39.02 per cent. of the issued share capital of Star Energy. Save for the interests disclosed above, neither PICL nor PICL's directors nor,so far as PICL is aware, any party acting in concert with PICL: (i) has any interest in or right tosubscribe for any relevant securities of Star Energy; nor (ii) has any short position in respect ofrelevant securities of Star Energy (whether conditional or absolute and whetherin the money or otherwise) including any short position under a derivative, anyagreement to sell or any delivery obligation or right to require another personto take delivery; nor (iii) has borrowed or lent any relevantStar Energy securities (save for any borrowed shares which have been lent orsold). 10. General The Offer will be subject to the condition and certain further terms set out inAppendix 1. Appendix 2 contains the sources and bases of information used in theannouncement. Appendix 3 contains definitions of certain terms used in thisannouncement. ENQUIRIES JP Morgan Cazenove Tel: 020 7588 2828 Barry Weir Jonathan Wilcox Lambert Energy Advisory Limited Tel: 020 7491 4473 Philip Lambert This announcement does not constitute an offer to sell, or an invitation topurchase, any securities or the solicitation of any vote or approval in anyjurisdiction. The Offer will be made solely by the Offer Document and the Formof Acceptance, which will contain the full terms of the Offer (including detailsof how it may be accepted) and which will be posted to Star Energy Shareholdersin due course. The availability of the Offer to Star Energy Shareholders who are not residentin the United Kingdom may be affected by the laws of the relevant jurisdictionsin which they are located or of which they are citizens. Such persons shouldinform themselves of, and observe, any applicable legal or regulatoryrequirements of those jurisdictions. Further details in relation to overseasshareholders will be contained in the Offer Document. The Offer is not intended to be made, directly or indirectly, in, into or fromAustralia, Canada, Japan or the United States and the Offer will not be capableof acceptance from or within Australia, Canada, Japan or the United States.Accordingly, copies of this announcement are not being, and must not be,directly or indirectly, mailed or otherwise forwarded, distributed or sent in,into or from Australia, Canada, Japan or the United States and persons receivingthis announcement (including custodians, nominees and trustees) must not mail orotherwise distribute or send it in, into or from such jurisdictions as doing somay invalidate any purported acceptance of the Offer. JP Morgan Cazenove and Lambert Energy Advisory Limited, who are each authorisedand regulated in the United Kingdom by the Financial Services Authority, areacting exclusively for PICL and no-one else in relation to the Offer and willnot be responsible to anyone other than PICL for providing the protectionsafforded to clients of JP Morgan Cazenove and Lambert Energy Advisory Limited orfor providing advice in relation to the Offer or in relation to the contents ofthis announcement or any transaction or arrangement referred to herein. PICL accepts responsibility for the information contained in this announcementsave that the only responsibility accepted by it in respect of such informationas relates to Star Energy (which has been compiled from public records) has beento ensure that such information has been correctly and fairly reproduced andcompiled. Subject as aforesaid, to the best of the knowledge and belief of PICL(who has taken all reasonable care to ensure that such is the case), theinformation contained in this announcement for which he is responsible is inaccordance with the facts and does not omit anything likely to affect the importof such information. Dealing disclosure requirements Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,"interested" (directly or indirectly) in 1 per cent. or more of any class of "relevant securities" of Star Energy, all "dealings" in any "relevant securities"of that company (including by means of an option in respect of, or a derivativereferenced to, any such "relevant securities") must be publicly disclosed by nolater than 3.30 pm (London time) on the business day following the date of therelevant transaction. This requirement will continue until the date on which theOffer becomes, or is declared, unconditional as to acceptances, lapses or isotherwise withdrawn or on which the "offer period" otherwise ends. If two ormore persons act together pursuant to an agreement or understanding, whetherformal or informal, to acquire an "interest" in "relevant securities" of StarEnergy, they will be deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevantsecurities" of Star Energy by PICL, or by any of its respective "associates",must be disclosed by no later than 12.00 noon (London time) on the business dayfollowing the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website atwww.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the City Code, which can also be foundon the Takeover Panel's website. If you are in any doubt as to whether or notyou are required to disclose a "dealing" under Rule 8, you should consult theTakeover Panel. APPENDIX 1 THE CONDITION AND CERTAIN FURTHER TERMS OF THE OFFER 1. The Condition of the Offer The Offer will be subject to valid acceptances being received (and not, wherepermitted, withdrawn) by not later than 3.00 pm (London time) on the firstclosing date of the Offer (or such later time(s) and/or date(s) as PICL may,subject to the rules of the City Code, decide) in respect of such number of StarEnergy Shares which, together with the Star Energy Shares acquired or agreed tobe acquired by PICL or parties acting in concert with PICL, before or during theoffer period will result in PICL and any party acting in concert with it holdingStar Energy Shares which together carry more than 50 per cent. of the votingrights then normally exercisable at a general meeting of Star Energy. For thepurpose of this condition, Star Energy Shares which have been unconditionallyallotted but not issued before the Offer becomes or is declared unconditional asto acceptances, whether pursuant to the exercise of any outstanding subscriptionor conversion rights or otherwise, shall be deemed to carry the voting rightswhich they will carry upon issue. 2. Certain further terms of the Offer The Offer will extend to all Star Energy Shares other than those alreadyacquired by PICL. In deciding whether or not to accept the Offer in respect of their Star EnergyShares, Star Energy Shareholders should rely on the information contained in,and follow the procedures described in, the Offer Document and Form ofAcceptance which will be posted to Star Energy Shareholders in due course (otherthan to any Star Energy Shareholders with addresses in Australia, Canada, Japanor the United States). Star Energy Shares will be acquired by PICL fully paid and free from all liens,equitable interests, charges, encumbrances and other third party rights of anynature whatsoever and together with all rights attaching to them, including theright to receive and retain all dividends and distributions (if any) declared,made or payable after the date of this announcement. The Offer will be made on the terms and will be subject, inter alia, to thecondition which is set out in this Appendix 1 and those terms which will be setout in the formal Offer Document. The Offer and any acceptances thereunder will be governed by English law andwill be subject to the jurisdiction of the English Courts. The Offer will comply with the applicable rules and regulations of the UKLA, theLondon Stock Exchange and the City Code. The availability of the Offer to persons not resident in the United Kingdom maybe affected by the laws of the relevant jurisdictions. Persons who are notresident in the United Kingdom should inform themselves about and observe anyapplicable requirements. APPENDIX 2 BASES AND SOURCES OF INFORMATION Information about Star Energy has been compiled from published sources. Unless otherwise stated: (a) financial information relating to Star Energy has beenextracted without material adjustment from the relevant audited annual accountsand unaudited interim results; (b) references to the value of the Offer are based on there being93,015,810 Star Energy Shares in issue; and (c) historic share prices are sourced from the Daily OfficialList (or, in the case of the average share price for the three month period upto and including 13 November 2007, from Bloomberg) and represent middle-marketClosing Prices for Star Energy Shares on the relevant dates. Appendix 3 DEFINITIONS The following definitions apply throughout this announcement: "Acquisition" the acquisition of 9,293,373 Star Energy Shares by PICL from Modal Capital Partners Limited, a member of the Credit Suisse Group, at a price of 365 pence for each Star Energy Share; "Australia" the Commonwealth of Australia, its states, territories and possessions; "business day" a day (excluding Saturdays, Sundays and public holidays) on which banks are open for business in the City of London; "Canada" Canada, its provinces and territories and all areas subject to its jurisdiction; "City Code" the City Code on Takeovers and Mergers; "Closing Price" the closing middle-market price of a Star Energy Share on a particular day as derived from the Daily Official List or, in the case of the average share price for the three month period up to and including 13 November 2007, as derived from Bloomberg; "Companies Act 2006" the Companies Act 2006, as amended "Daily Official List" the daily Official List of the London Stock Exchange; "Form of Acceptance" the form of acceptance and authority relating to the Offer which will, in the case of Star Energy Shareholders who hold their Star Energy Shares in certificated form, accompany the Offer Document; "Japan" Japan, its cities and prefectures, territories and possessions; "London Stock Exchange" London Stock Exchange plc; "Offer" the mandatory cash offer to be made by PICL to acquire the entire issued and to be issued share capital of Star Energy not already owned by PICL on the terms to be set out in the Offer Document and the Form of Acceptance, including any subsequent revision, extension or variation of such offer; "Offer Document" the formal offer document to be sent to Star Energy Shareholders which will contain the full terms and conditions of the Offer; "Offer Period" the offer period (as defined in the City Code) relating to Star Energy, which commenced on 14 November 2007 and which continues until the first closing date of the Offer; "Official List" the Official List of the UKLA; "Panel" the Panel on Takeovers and Mergers; "Pounds Sterling" or "£" UK pounds sterling (and references to "pence" shall be construed accordingly); "PICL" Petronas International Corporation Ltd, a company incorporated in Malaysia, and a wholly owned subsidiary of PETRONAS "PETRONAS" Petroliam Nasional Berhad "Star Energy" or the "Company" Star Energy Group PLC, a company registered in England and Wales under company number 05054503; "Star Energy Board" the board of directors of Star Energy; "Star Energy Shareholders" holders of Star Energy Shares; "Star Energy Shares" ordinary shares of 10 pence each in the capital of Star Energy; "UKLA" the United Kingdom Listing Authority, being the Financial Services Authority acting in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000; "United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland; and "United States" or "US" the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia and all other areas subject to its jurisdiction. 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