Statement re Proposed Offer f

RNS Number : 5257E

Serica Energy plc

29 September 2008

 



FOR IMMEDIATE RELEASE

Serica Energy plc ('Serica' or the 'Company')

29 September 2008

Statement re Proposed Offer for the Company

The Board of Serica (the Board') notes today's announcement by Salamander Energy plc ('Salamander') regarding an unsolicited possible all share offer for the Company. Serica confirms that following the market close on Friday, 26 September 2008, the Company received a highly preliminary, non-binding proposal from Salamander (the 'Proposal'). The Proposal was for Salamander to acquire Serica on the basis of Serica shareholders receiving one new Salamander share for every three Serica shares currently held. Salamander required a response from the Company by no later than the evening of Sunday, 28 September 2008.

The Board of Serica considered the Proposal over the course of the weekend and unanimously concluded that the timing of the Salamander approach was opportunistic both in terms of the low price offered and the form of consideration being Salamander shares. In particular, the Proposal failed to reflect both the underlying value and potential which exists in Serica or a premium for control of the Company. Accordingly, the Board unanimously rejected the Proposal.

Commenting on the proposed offer by Salamander, Tony Craven Walker, Chairman of Serica said:

'Salamander's all share approach is both opportunistic and unwelcome. It fails to put a credible value on the Company's existing oil and gas assets and comes just at a time when Serica is commencing a nine month drilling programme which has the potential to totally transform the Company. Serica's strategy has been to use its expertise to secure the rights to large undrilled gas prospects including particularly those which it has identified in UK and Irish waters, an area in which Salamander has no expertise and which lies well outside Salamander's area of focus which it states as being South East Asia.

These prospects, on which drilling is planned to start this October, contain the potential for major discoveries in areas in which there is a considerable demand for gas. The Company is well funded to meet this high impact programme. Salamander's unsolicited approach is an unwelcome attempt to deprive Serica's shareholders of the substantial benefit that could result from this programme which has taken considerable time and effort.'  

Serica shareholders are urged to take no action at this time. A further announcement will be made in due course.

Enquiries:

Serica Energy plc		[phone]
Paul Ellis, Chief Executive Officer
Chris Hearne, Finance Director
JPMorgan Cazenove		[phone]
Barry Weir Steve Baldwin
Tristone Capital Ltd
Simon Ashby-Rudd		[phone]
Pelham Public Relations -UK
James Henderson		[phone]
Alisdair Haythornthwaite		[phone]
CHF - Canada
Sasha Abrams		[phone]

JPMorgan Cazenove Limited which is regulated in the United Kingdom by the Financial Services Authority, is acting for Serica Energy plc and will not be responsible to anyone other than Serica Energy plc for providing the protections afforded to customers of JPMorgan Cazenove Limited nor for providing advice in relation to the matters referred to above.

Dealing disclosure requirements

Under the provisions of Rule 8.3 of the Takeover Code, if any person is, or becomes, 'interested' (directly or indirectly) in 1% or more of any class of 'relevant securities' of Serica, all 'dealings' in any 'relevant securities' of Serica (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which any offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the 'offer period' otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an 'interest' in 'relevant securities' of Serica, 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 Takeover Code, all 'dealings' in 'relevant securities' of Serica by any potential offeror or Serica, or by any of their respective 'associates', must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.

 

A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.

 

'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

 

 

END

 

 

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