Return of Cash - Initial Purchase Offer

RNS Number : 3172X

Cairn Energy PLC

14 February 2012

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, OR INTO, THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA

FOR IMMEDIATE RELEASE                                                                                           14 February 2012

CAIRN ENERGY PLC ("Cairn")

Return of Cash - Initial Purchase Offer

Yesterday Cairn announced that it had received valid elections to accept the Initial Purchase Offer in respect of 489,159,066 B Shares, representing 34.7 per cent. of the B Shares in issue. Morgan Stanley Securities Limited ("Morgan Stanley") hereby makes the Initial Purchase Offer, acting as principal (and not as agent, nominee or trustee), to purchase such 489,159,066 B Shares on the terms and conditions set out in the circular to Shareholders published by Cairn on 10 January 2012 (the "Circular").  Under the Initial Purchase Offer, Morgan Stanley will purchase such B Shares for £1.60 per B Share, free of all dealing expenses and commissions.

It is expected that Shareholders entitled to receive payments in respect of the proceeds of sale of B Shares to Morgan Stanley under the Initial Purchase Offer will be sent cheques, or if they hold their B Shares in CREST, will have their CREST accounts credited, on 21 February 2012.

Full details of the Return of Cash and associated Capital Reorganisation are contained in the Circular. Terms defined in the Circular have the same meaning when used in this announcement

Cautionary Statements

None of the Existing Ordinary Shares, New Ordinary Shares or the B Shares have been or will be registered under the US Securities Act of 1933, as amended (the "US Securities Act") or the securities laws or regulations of any state of the United States, and none of them may be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and any applicable state securities laws. The Initial Purchase Offer is not being made in or into the United States or any other Prohibited Territory.

None of the Existing Ordinary Shares, New Ordinary Shares or the B Shares nor the Circular have been approved, disapproved or otherwise recommended by the SEC or any US state securities commission or any non-US securities commission or regulatory authority nor have such authorities confirmed the accuracy or determined the adequacy of the Circular. Any representation to the contrary is a criminal offence in the United States.

Morgan Stanley is acting as broker to Cairn and is acting for no one else in connection with the Initial Purchase Offer, any Future Purchase Offer and any purchase of Deferred Shares and will not be responsible to anyone other than Cairn for providing the protections afforded to customers of Morgan Stanley nor for providing advice in connection with the Initial Purchase Offer, any Future Purchase Offer and/or any purchase of Deferred Shares.

Without prejudice to the making of the Initial Purchase Offer and save in respect of its obligations thereunder and the responsibilities and liabilities, if any, which may be imposed upon it by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, Morgan Stanley does not accept any responsibility whatsoever nor makes any representation or warranty, express or implied, concerning the contents of this announcement, including its accuracy, completeness or verification, or concerning any other statement made or purported to be made by them, or on their behalf, in connection with Cairn, the B Shares, the Return of Cash, the Initial Purchase Offer, any Future Purchase Offer and any purchase of Deferred Shares and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Morgan Stanley accordingly disclaims to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to herein) which it might otherwise have in respect of this announcement or any such statement.

 

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