Proposed demerger

RNS Number : 2608J

Petrofac Limited

26 March 2010

 



THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO SUBSCRIBE FOR, SHARES IN PETROFAC OR ENQUEST IN ANY JURISDICTION, AND, IN PARTICULAR, INVESTORS IN THE OFFER SHOULD NOT ACQUIRE ANY ENQUEST SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF THE INFORMATION AND THE TERMS AND CONDITIONS CONTAINED IN THE PROSPECTUS PUBLISHED BY ENQUEST ON 18 MARCH 2010 AND MADE AVAILABLE TO PETROFAC SHAREHOLDERS FOR INFORMATION PURPOSES. NONE OF THE ENQUEST SHARES WILL BE OR HAVE BEEN REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). SUBJECT TO CERTAIN EXEMPTIONS, THE ENQUEST SHARES MAY NOT BE OFFERED, SOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES.

THE DISTRIBUTION OF THIS ANNOUNCEMENT OR THE CIRCULAR REFERRED TO IN THIS ANNOUNCEMENT INTO ANY JURISDICTION OTHER THAN JERSEY OR THE UNITED KINGDOM MAY BE RESTRICTED BY LAW. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT, THE CIRCULAR AND / OR THE ACCOMPANYING DOCUMENTS COME SHOULD INFORM THEMSELVES ABOUT AND OBSERVE ANY SUCH RESTRICTIONS. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

Delivery of EnQuest Shares to Petrofac Shareholders

26 March 2010

Petrofac Limited ("Petrofac" or the "Company")

Further to the circular sent to Petrofac Shareholders on 4 March 2010 (the "Circular), to enable Petrofac to deliver the EnQuest Shares following the completion of the Demerger, each Petrofac Shareholder is required to identify the number of Petrofac Shares held by or on behalf of a person who either (a) is located outside of the United States of America or (b) has made the requested QIB Confirmations.

In order to achieve this:

*           if a Petrofac Shareholder holds their Petrofac Shares in certificated form they must return the Eligible Share Form, which was enclosed with the Circular, to Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, to be received no later than 3.00 p.m. on 1 April 2010. If you require an Eligible Share Form please contact the Shareholder Helpline on 0871 664 0321 (from inside the United Kingdom) or [phone] (from outside the United Kingdom).

*           if a Petrofac shareholder holds their Petrofac Shares in uncertificated form, they must transfer their Eligible Shares to the appropriate escrow balances (that is send a TTE Instruction) specifying Capita Registrars as the Escrow Agent as soon as possible and in any event so that the TTE Instruction settles no later than 3.00 p.m. on 1 April 2010.

To the extent that any Petrofac Shareholders do not establish to the satisfaction of the Company that their Petrofac Shares are held by or on behalf of a person who either (a) is located outside the United States or (b) has made the QIB Confirmations, such Petrofac Shares may, at the absolute discretion of Petrofac, be deemed to be ''Ineligible Shares" in respect of which the Company has received an instruction to procure purchasers on their behalf for the EnQuest Shares relating to such Ineligible Shares with the net proceeds remitted to such Petrofac Shareholders.

It should be noted that in the event that any Petrofac Shares are deemed to be Ineligible Shares, Petrofac does not currently intend to procure purchasers for the corresponding EnQuest Shares immediately after London Admission. For a short period of time following London Admission, Petrofac expects to continue to seek the requisite representations, warranties, and confirmations in respect of any Petrofac Shares deemed to be Ineligible Shares in order to enable the release, where possible, of the corresponding EnQuest Shares to the relevant Petrofac Shareholder. That notwithstanding, Petrofac reserves all rights set out in the Circular and its Articles to exercise its discretion as to the treatment of Ineligible Shares.

Full details of the procedures above are set out in paragraph 8 of part VI of the Circular.

All defined terms in this announcement are as per the Circular.

For further information, please contact:

J.P. Morgan Cazenove                            [phone]

Edmund Byers

Guy Marks

Goldman Sachs International                   [phone]

Julian Metherell

Phil Raper

Tulchan Communications                         [phone]

James Bradley

David Allchurch

 

END

 

 

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