Publication Of Scheme Document

RNS Number : 7515N

Wentworth Resources PLC

25 January 2023

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

25 JANUARY 2023

RECOMMENDED CASH OFFER

for

WENTWORTH RESOURCES PLC

by

ETABLISSEMENTS MAUREL & PROM S.A.

PUBLICATION OF SCHEME DOCUMENT

On 5 December 2022, the boards of Wentworth and M&P announced that they had reached agreement on the terms of a recommended all cash offer by M&P for the entire issued, and to be issued, share capital of Wentworth (the "Acquisition"). The Acquisition is to be implemented by means of a scheme of arrangement pursuant to Article 125 of the Jersey Companies Law, which requires (among other matters) the approval of the Scheme Shareholders at the Court Meeting and the Wentworth Shareholders at the General Meeting, and the sanction of the Court.

Publication and posting of the Scheme Document

The Wentworth Board and the M&P Board are pleased to announce that the circular in relation to the Scheme containing, amongst other things, a letter from the Chairman of Wentworth, an explanatory statement pursuant to Article 126 of the Jersey Companies Law, the full terms and conditions of the Acquisition, notices convening the Court Meeting and the General Meeting, an expected timetable of principal events and details of the actions to be taken by Wentworth Shareholders (the "Scheme Document"), together with the associated Forms of Proxy, is today being published and posted to Wentworth Shareholders and, for information only, to participants in the Wentworth Share Schemes and persons with information rights. Wentworth Shareholders will receive the Scheme Document in accordance with the notice provisions in the Articles and any notice elections they may have given.

Subject to any restrictions relating to persons resident in Restricted Jurisdictions, the Scheme Document will be made available today on Wentworth's website at https://www.wentplc.com/investors/offer-for-wentworth and on M&P's website at   https://www.maureletprom.fr/en/ .

Defined terms used but not defined in this announcement have the meaning given to them in the Scheme Document.

Action required

As described in the Scheme Document, the implementation of the Scheme is subject to the Conditions and further terms that are set out in the Scheme Document. The Scheme remains conditional on (i) the passing of a resolution at the Court Meeting by a majority in number of the Scheme Shareholders  present and voting either in person or by proxy at the Court Meeting representing not less than 3/4ths of the voting rights of such Scheme Shareholders, (ii) the Resolution being passed at the General Meeting to authorise the Directors to implement the Scheme and to deal with certain ancillary matters, including to amend the Wentworth Articles, which require the approval of Wentworth Shareholders present and voting representing at least 2/3rds of the votes cast at the General Meeting (either in person, or by proxy) ; (iii) consent from the Minister responsible for petroleum affairs in Tanzania under the Petroleum Act 2015 and any other applicable laws; (iv) the waiver of any right of first refusal or pre-emption right to which the Tanzania Petroleum Development Corporation is entitled in respect of the Mnazi Bay asset; (v) approval from the Tanzanian Fair Competition Commission (in the case of (iii), (iv) and (v) on terms satisfactory to M&P, acting reasonably); and (vi) the satisfaction or (if capable of waiver) waiver of the other Conditions set out in the Scheme Document, including the sanction of the Scheme by the Court.

Notices convening the Court Meeting and General Meeting are set out in the Scheme Document, both of which will be held at the offices of Ashurst LLP, London Fruit & Wool Exchange, 1 Duval Square, London, E1 6PW, United Kingdom on 23 February 2023. The Court Meeting will start at 2.00 p.m. and the General Meeting at 2.15 p.m. (or as soon thereafter as the Court Meeting shall have been concluded or adjourned).

Recommendation

The Wentworth Directors, who have been so advised by Stifel as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable.  In providing its financial advice, Stifel has taken into account the commercial assessments of the Wentworth Directors.

Accordingly, the Wentworth Directors believe that the terms of the Acquisition are in the best interests of Wentworth Shareholders as a whole and unanimously recommend that Wentworth Shareholders vote in favour of the Scheme at the Court Meeting and the Resolution at the General Meeting, as the Wentworth Directors who hold Wentworth Shares have irrevocably undertaken to do in respect of their own beneficial shareholdings in Wentworth which amount in aggregate to 1,756,365 Wentworth Shares, representing approximately 0.98 per cent. of the existing issued share capital of Wentworth on the Last Practicable Date (excluding Treasury Shares).

Scheme Shareholders and Wentworth Shareholders are encouraged to submit proxy appointments and instructions for the Court Meeting and the General Meeting as soon as possible using any of the methods set out in the Scheme Document. Scheme Shareholders and Wentworth Shareholders are also encouraged to appoint the Chair of the relevant Meeting as their proxy.

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of the opinion of Scheme Shareholders. Whether or not you intend to attend the Court Meeting and/or the General Meeting in person, you are therefore strongly urged to complete, sign and return both of your Forms of Proxy or appoint a proxy or proxies electronically for both the Court Meeting and the General Meeting as soon as possible.

Wentworth Shareholders should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.

Information for Wentworth Shareholders

If you have any questions in relation to this announcement, the Scheme Document, the Meetings, or the completion and return of the Forms of Proxy, please telephone Link Group on 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9:00 a.m. and 5:30 p.m., Monday to Friday (except UK public holidays). Please note that Link Group cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes .

Copies of the Scheme Document and the Forms of Proxy will be submitted to the National Storage Mechanism as soon as practicable and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism .

Timetable

The Scheme Document contains a current expected timetable of principal events relating to the Scheme, which is also set out in the Appendix below.

The Scheme is expected to become Effective in Q2 2023. Wentworth will make further announcements through a Regulatory Information Service, with such announcements being made available on Wentworth's website at https://www.wentplc.com/investors/offer-for-wentworth in relation to the expected timetable as appropriate in respect of the Tanzanian approvals upon which the Acquisition is conditional.

It is intended that following the Scheme becoming Effective, the London Stock Exchange will be requested to cancel trading of Wentworth Shares on AIM. Such cancellation is expected to take effect shortly following the Scheme becoming Effective.

APPENDIX

Expected timetable of principal events

Event	Expected time/date
Publication of this document	25 January 2023
Latest time for lodging Forms of Proxy for: Court Meeting (BLUE form) General Meeting (WHITE form)	2.00 p.m. on 21 February 2023(1) 2.15 p.m. on 21 February 2023(1)
Voting Record Time	6.00 p.m. on 21 February 2023(2)
Court Meeting	2.00 p.m. on 23 February 2023
General Meeting	2.15 p.m. on 23 February 2023 (3)
The following dates will be determined by the date of satisfaction of the Conditions; please see note (4) below
Scheme Court Hearing	A date ("D") expected to be within 21 days following the satisfaction or (if applicable) waiver of Conditions set out in Part A of Part III (Conditions to and Certain Further Terms of the Acquisition and the Scheme) of the Scheme Document(4)
Last day of dealings in, and for registration of transfers of, and disablement in CREST of, Wentworth Shares	D + 1 Business Day(4) (5)
Suspension of listing of, and dealings in, Wentworth Shares	6.00 p.m. on D + 1 Business Day(4)
Scheme Record Time	6.00 p.m. on D + 1 Business Day(4)
Effective Date of the Scheme (6)	D + 2 Business Days (4)
Cancellation of admission to trading of Wentworth Shares on AIM	by 8.00 a.m. on D + 3 Business Days(4)
Latest date for electronic payment/ dispatch of cheques/settlement through CREST in respect of the consideration for the Acquisition	Within 14 days of the Effective Date
Long Stop Date	11.59 p.m. on 31 December 2023(7)

Notes:

(1)  The BLUE Form of Proxy for the Court Meeting, if not received by the time stated above (or, if the Court Meeting is adjourned, 48 hours (excluding non-working days) before the adjourned Court Meeting), may be handed to a representative of Link Group, on behalf of the Chair of the Court Meeting, or to the Chair of the Court Meeting, before the start of that Meeting. However, in order to be valid, the WHITE Form of Proxy must be received no later than 2.15 p.m. on 21 February 2023 (or, if the General Meeting is adjourned, 48 hours (excluding non-working days) before the time fixed for the adjourned Meeting). Please see "Action to be taken" on pages 9 to 11 of the Scheme Document.

(2)  If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned Meeting will be 6:00 p.m. on the date which is two Business Days before the date set for such adjourned Meeting.

(3)  To commence at 2.15 p.m. or, as soon thereafter as the Court Meeting shall have concluded or adjourned.

(4)  These times and dates will depend on, among other things, the date(s) upon which (i) the Conditions are satisfied or (where applicable) waived, (ii) the Court sanctions the Scheme, and (iii) the Court Order sanctioning the Scheme is delivered to the Registrar of Companies in Jersey. If the expected date of the Scheme Court Hearing is changed, Wentworth will give adequate notice of the changes by issuing an announcement through a Regulatory Information Service.

(5)  Wentworth Shares will be disabled in CREST from 6.00 p.m. on this date.

(6)  The Scheme will become Effective pursuant to its terms upon the Court Order being delivered to the Registrar of Companies.

(7)  The latest date by which the Scheme must be implemented may be extended by agreement in writing between Wentworth and M&P (with the Panel's consent and as the Court may approve, if such consent and/or approval is/are required).

(8)  Participants in the Wentworth Share Schemes will be contacted separately on or around the date of this document to inform them of the effect of the Scheme on their rights under the Wentworth Share Schemes, including details of any appropriate proposals being made and dates and times relevant to them.

All times shown in the Appendix are London time unless otherwise stated. All dates and times are based on Wentworth's and M&P's current expectations and are subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to Wentworth Shareholders by announcement through a Regulatory Information Service, with such announcement being made available on Wentworth's website at https://www.wentplc.com/investors/offer-for-wentworth .

Enquiries:

Wentworth Resources plc Katherine Roe, Chief Executive Officer	via FTI Consulting
Stifel (Financial Adviser, Nominated Adviser and Joint Broker to Wentworth) Callum Stewart Jason Grossman Simon Mensley	Tel: [phone]
Peel Hunt (Joint Broker to Wentworth) Richard Crichton	Tel: [phone]
FTI Consulting (PR Adviser to Wentworth) Sara Powell Ben Brewerton Ollie Mills	Tel: [phone] E: [e-mail]
Etablissements Maurel & Prom S.A Olivier de Langavant Pablo Liemann Matthieu Lefrancq	Tel: [phone]
Hannam & Partners (Financial Adviser to M&P) Samuel Merlin Ernest Bell Mario Doerflinger	Tel: [phone]
Celicourt Communications (PR Adviser to M&P) Mark Antelme Philip Dennis	Tel: [phone]

Herbert Smith Freehills LLP is acting as legal adviser to M&P as to English law in connection with the Acquisition. Ashurst LLP is acting as legal adviser to Wentworth as to English law in connection with the Acquisition. M&P and Wentworth have respectively engaged Ogier (Jersey) LLP and Carey Olsen Jersey LLP as Jersey legal advisers.

Inside Information

This announcement does not contain inside information.

Further information

This Announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer of invitation to purchase or otherwise acquire, subscribe for, sell, or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of Wentworth in any jurisdiction in contravention of applicable laws.

The Acquisition will be implemented solely pursuant to the terms of the Scheme Document (or, in the event that the Acquisition is to be implemented by means of a Takeover Offer, the Offer Document), which, together with the Forms of Proxy, will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision by Wentworth Shareholders in respect of, or other response to, the Acquisition (including any vote in respect of the Resolutions to approve the Acquisition, the Scheme or related matters), should be made only on the basis of the information contained in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document).

Please be aware that addresses, electronic addresses and certain other information provided by Wentworth Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from Wentworth may be provided to M&P during the offer period as required under Section 4 of Appendix 4 of the Code.

Important Notices relating to the Financial Advisers

Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated by the FCA in the UK, is acting as financial adviser, nominated adviser and corporate broker exclusively for Wentworth and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Wentworth for providing the protections afforded to its clients or for providing advice in relation to matters referred to in this announcement. Neither Stifel, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Stifel in connection with this announcement, any statement contained herein or otherwise.

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated by the FCA in the UK, is acting as corporate broker exclusively for Wentworth and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Wentworth for providing the protections afforded to its clients or for providing advice in relation to matters referred to in this announcement. Neither Peel Hunt, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Peel Hunt in connection with this announcement, any statement contained herein or otherwise.

H&P Advisory Limited ("Hannam & Partners"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting for M&P and no-one else in connection with the Acquisition 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.  Neither Hannam & Partners nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Hannam & Partners in connection with this Announcement, any statement contained herein or otherwise.

Overseas jurisdictions

The release, publication or distribution of this Announcement in or into, and the availability of the Acquisition to persons who are residents, citizens of nationals of, jurisdictions other than the United Kingdom or Jersey may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or Jersey should inform themselves about, and observe any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the United Kingdom or Jersey to accept or procure the acceptance of the Acquisition (when made) may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This Announcement has been prepared for the purpose of complying with English and Jersey law, the Code, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom or Jersey.

The receipt of cash pursuant to the Acquisition by Wentworth Shareholders may be a taxable transaction under applicable national, state and local, as well as foreign and other tax laws. Each Wentworth Shareholder is urged to consult their independent professional adviser regarding the tax consequences of the Acquisition applicable to them.

Further details in relation to Wentworth Shareholders in overseas jurisdictions will be contained in the Scheme Document.

The Acquisition will be subject to the applicable requirements of the Code, the Panel, the Jersey Companies Law, the London Stock Exchange and the FCA.

Notes to US investors in Wentworth

Shareholders in the United States should note that the Acquisition relates to the shares of a Jersey company and is proposed to be made by means of a scheme of arrangement provided for under, and governed by, Jersey law.  Neither the proxy solicitation nor the tender offer rules under the US Securities Exchange Act of 1934, as amended, will apply to the Scheme.  Moreover the Scheme will be subject to the disclosure requirements and practices applicable in the UK and Jersey to schemes of arrangement, which differ from the disclosure requirements of the US proxy solicitation rules and tender offer rules.  Financial information included in this Announcement and the Scheme Document has been or will be prepared in accordance with accounting standards applicable in the UK and Jersey and may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. If M&P exercises its right to implement the Acquisition by way of a Takeover Offer and determines to extend the offer into the United States, such offer will be made in compliance with applicable United States securities laws and regulations.

Wentworth and M&P are organised under the laws of Jersey and France respectively.  Some or all of the officers and directors of Wentworth and M&P are residents of countries other than the United States.  It may not be possible to sue Wentworth and M&P in a non-US court for violations of US securities laws.  It may be difficult to compel Wentworth, M&P and their respective affiliates to subject themselves to the jurisdiction and judgment of a US court.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, M&P or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase Wentworth Shares outside of the United States, other than pursuant to the Acquisition, until the date on which the Acquisition becomes Effective, lapses or is otherwise withdrawn.  These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices.  Any information about such purchases will be disclosed as required in the UK, will be reported to the Regulatory Information Service of the London Stock Exchange and will be available on the London Stock Exchange website at http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html.

This Announcement does not constitute or form a part of any offer to sell or issue, or any solicitation of any offer to purchase, subscribe for or otherwise acquire, any securities in the United States.

Neither the US Securities and Exchange Commission nor any securities commission of any state or other jurisdiction of the United States has approved the Acquisition, passed upon the fairness of the Acquisition, or passed upon the adequacy or accuracy of this Announcement. Any representation to the contrary is a criminal offence in the United States.

Disclosure requirements

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(s), 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 [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Forward-looking statements

This Announcement contains certain forward-looking statements, including statements regarding M&P's and Wentworth's plans, objectives and expected performance.  Such statements relate to events and depend on circumstances that will occur in the future and are subject to risks, uncertainties and assumptions.  There are a number of factors which could cause actual results and developments to differ materially from those expressed or implied by such forward looking statements, including, among others the enactment of legislation or regulation that may impose costs or restrict activities; the re-negotiation of contracts or licences; fluctuations in demand and pricing in the oil and gas industry; fluctuations in exchange controls; changes in government policy and taxations; industrial disputes; war and terrorism. These forward-looking statements speak only as at the date of this Announcement.

No profit forecasts, estimates or quantified benefits statements

No statement in this Announcement is intended as a profit forecast, profit estimate or quantified benefits statement for any period.

Publication of this Announcement

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/ and at https://www.wentplc.com/investors/offer-for-wentworth   promptly and in any event by no later than 12 noon on the Business Day following the publication of this announcement.

The contents of the websites referred to in this Announcement are not incorporated into and do not form part of this Announcement.

Hard copy documents

A copy of this Announcement will be sent to Wentworth Shareholders today. If you have received this Announcement in electronic form or by it being published on M&P's and Wentworth's websites, you can obtain a hard copy of the Announcement by contacting Wentworth's registrars, Link Group, during business hours at 10th Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL or by telephoning 0371 664 0300 or by emailing [e-mail].  You will not receive a hard copy of this Announcement unless you so request. You may also inform Link Group that you wish all future documents, announcements and information in relation to the Acquisition be sent to you in hard copy. Please note that Link Group cannot offer advice on the terms of the Acquisition. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom [phone] will be charged at the applicable international rate. Lines are open between 09:00 to 17:30, Monday to Friday excluding public holidays in England and Wales.

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or from an independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended).

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of figures that precede them.

 

END

 

 

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