20 Feb 2023 13:53
(Replacement with Wentworth Resources PLC now linked as a related company)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
FOR IMMEDIATE RELEASE
20 February 2023
RECOMMENDED CASH ACQUISITION
of
WENTWORTH RESOURCES PLC
by
ETABLISSEMENTS MAUREL & PROM S.A.
No Increase Statement
Wentworth Resources plc ("Wentworth") and Etablissements Maurel & Prom S.A. ("M&P") announced on 5 December 2022 that they had reached agreement on the terms of a recommended acquisition of the entire issued and to be issued share capital of Wentworth by M&P at 32.5 pence per share (the "Acquisition"). A scheme document was published or made available to Wentworth Shareholders on 25 January 2023 (the "Scheme Document"). M&P provides the following update in respect of the Acquisition.
M&P considers the financial terms of the Acquisition comprising 32.5 pence per Wentworth Share in cash to be full and fair and therefore that the financial terms of the Acquisition will not be increased. Under Rule 35.1 of the Code, if the Acquisition lapses, except with the consent of the Panel, M&P will not be able to make an offer for Wentworth for at least 12 months.
The Scheme will require approval at a meeting of Wentworth Shareholders convened by the Court to be held at the offices of Ashurst LLP, London Fruit & Wool Exchange, 1 Duval Square, London, E1 6PW, United Kingdom on 23 February 2023 at 2.00 p.m. (the Court Meeting). Implementation of the Scheme will also require approval of Wentworth Shareholders of the Resolution relating to the Acquisition at the General Meeting. The General Meeting will be held at the same place as the Court Meeting at 2.15 p.m. (or as soon thereafter as the Court Meeting shall have been concluded or adjourned).
Wentworth Shareholders are reminded that the deadlines to submit forms of proxy in respect of the Court Meeting and the General Meeting are:
· 2.00 p.m. on 21 February 2023 in respect of the Court Meeting (BLUE form); and
· 2.15 p.m. on 21 February 2023 in respect of the General Meeting (WHITE form).
The BLUE Form of Proxy for the Court Meeting, if not received by the time stated above, may be handed to a representative of Link Group or emailed to shareholderenquiries@linkgroup.co.uk, on behalf of the Chair of the Court Meeting, or to the Chair of the Court Meeting, before the start of that Meeting. Alternatively, a Wentworth Shareholder may attend and vote at the Court Meeting in person or by duly appointed corporate representative. If a Wentworth Shareholder has already submitted a vote for the Court Meeting and wishes to amend that vote, they may do so by submitting a new Form of Proxy or by attending in person or by duly appointed corporate representative.
Any Wentworth Shareholder who has not submitted the WHITE Form of Proxy for the General Meeting by the time stated above must attend and vote at the General Meeting in person or by duly appointed corporate representative. Any Wentworth Shareholder who has submitted a WHITE Form of Proxy for the General Meeting and wishes to amend their vote must attend the relevant meeting in person or by duly appointed corporate representative. Any WHITE Form of Proxy for the General Meeting received after the time stated above will be void.
Reservation
M&P reserves the right to revise the financial terms of the Acquisition in the event: (i) a third party, other than M&P announces a firm intention to make an offer for Wentworth on more favourable terms than M&P's Acquisition; or (ii) the Panel otherwise provides its consent.
Capitalised terms used but not defined in this announcement have the same meanings as given to them in Wentworth's Scheme Document dated 25 January 2023.
For further information please contact:
Etablissements Maurel & Prom S.A.
+33 1 53 83 16 00
Olivier de Langavant (CEO)
Pablo Liemann (Business Development Manager)
Matthieu Lefrancq (Business Development)
Hannam & Partners - Financial Advisor to M&P
+44 (0) 207 907 8500
Samuel Merlin
Ernest Bell
Mario Doerflinger
Celicourt Communications Limited
+44 (0)7525 951011
+44 (0)7947 868206
Mark Antelme
Philip Dennis
Important information
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise. Any offer, if made, will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted.
The distribution of this announcement in jurisdictions other than the United Kingdom and the availability of any offer to shareholders of Wentworth who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom or shareholders of Wentworth who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable requirements.
Disclaimer
H&P Advisory Ltd ("Hannam & Partners"), which is regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for M&P and no-one else in connection with the possible offer and will not be responsible to anyone other than M&P for providing the protections afforded to clients of Hannam & Partners nor for providing advice in relation to the acquisition or any other matters referred to in this announcement.
Disclosure requirements of the Code
Rule 8.3
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Publication of this announcement
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available, subject to certain restrictions relating to persons resident in restricted jurisdictions, at https://www.maureletprom.fr/en, by no later than 12 noon (London time) on 21 February 2023. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.