Recommended Cash Acquisition

RNS Number : 5714I

Wentworth Resources PLC

05 December 2022

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 OR REGULATIONS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO 596/2014 (AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018). UPON PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION WILL BE CONSIDERED TO BE IN THE PUBLIC DOMAIN.

FOR IMMEDIATE RELEASE 5 December 2022

RECOMMENDED CASH ACQUISITION

WENTWORTH RESOURCES PLC

ETABLISSEMENTS MAUREL & PROM S.A.

to be effected by means of a Scheme of Arrangement

under Article 125 of the Companies (Jersey) Law 1991 (as amended)

Wentworth Resources plc (" Wentworth ") and Etablissements Maurel & Prom S.A. (" M&P ") are pleased to announce that they have reached agreement on the terms of a recommended acquisition of the entire issued and to be issued share capital of Wentworth by M&P (the " Acquisition ").

Summary

· Under the terms of the Acquisition, which will be subject to the Conditions and certain further terms set out in Appendix 1 to this Announcement and to the full terms and conditions which will be set out in the Scheme Document, Wentworth Shareholders will be entitled to receive:

for each Wentworth Share: 32.5 pence in cash

· The Acquisition values the entire issued and to be issued ordinary share capital of Wentworth at approximately £61.7 million. This represents a premium of approximately 30.0 per cent. to the closing price of 25.0 pence per Wentworth Share on 2 December 2022 (being the last Business Day prior to this Announcement)

· Adjusting for Wentworth's existing cash of approximately US$30.2 million as at 1 November 2022, which was equal to approximately 12.9 pence per Wentworth share, the Acquisition values the business and non-cash net assets of Wentworth¹ at approximately £37.1 million. This represents a premium of approximately 62.2 per cent. to the closing price of 25.0 pence per Wentworth Share on 2 December 2022 (being the last Business Day prior to this Announcement) when this closing price is similarly adjusted for cash.

· The Acquisition represents a material increase to the initial indicative offer price proposed by M&P on 23 September 2022.

Background to and reasons for the Acquisition

· Wentworth's sole non-cash asset is its non-operated 31.94% (direct and indirect) interest in the Mnazi Bay gas asset in Tanzania. As the majority owner and operator of the Mnazi Bay gas asset, M&P is familiar with and has a good understanding of the value of the Mnazi Bay asset and accordingly of Wentworth. As partners in the asset, M&P and Wentworth have an existing relationship which extends over a number of years.

· The Acquisition will provide Wentworth Shareholders with an immediate upfront realisation of value in cash for their Wentworth Shares at a substantial premium to the market price, and an opportunity to realise this value despite the limited liquidity in Wentworth Shares. As M&P is a partner and the operator of the Mnazi Bay asset with existing in-country relationships this is expected to facilitate a timely implementation of the Acquisition and a smooth continuation of operations.

Recommendation and irrevocable undertakings

· 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 to the Wentworth Directors, Stifel has taken into account the commercial assessments of the Wentworth Directors.

· Accordingly, the Wentworth Directors intend to recommend unanimously that Wentworth Shareholders vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting, as the Wentworth Directors have irrevocably undertaken to do in respect of their own holdings of Wentworth Shares, representing approximately 0.26 per cent. of Wentworth's issued share capital (excluding Treasury Shares) as at 2 December 2022 (being the last Business Day prior to the date of this Announcement).

· In addition, M&P has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting from Wentworth Shareholders holding 39,546,272 Wentworth Shares representing approximately 22.32 per cent. of Wentworth's issued share capital (excluding Treasury Shares) as at 2 December 2022 (being the last Business Day prior to the date of this Announcement).

Information on M&P

· M&P is an independent oil and gas company, publicly listed on the Euronext Exchange in Paris and focused on exploration and production in Africa and Latin America, with its principal assets in Gabon, Tanzania, Nigeria, Angola and Venezuela. M&P has significant technical and operational experience with over 700 staff globally overseeing M&P's 171 mmboe of 2P reserves and working interest production of 25,359 boe/d.

General

· If any dividend, distribution or other return of value in respect of the Wentworth Shares is declared, paid, made or becomes payable on or after the date of this Announcement and prior to the Effective Date, M&P reserves the right to reduce the consideration payable for each Wentworth Share under the terms of the Acquisition by the amount per Wentworth Share of such dividend, distribution or other return of value. In such circumstances, Wentworth Shareholders would be entitled to receive and retain any such dividend, distribution or other return of value, which has been declared, made or paid.

· It is intended that the Acquisition be effected by way of a Court-sanctioned scheme of arrangement of Wentworth under Article 125 of the Jersey Companies Law, further details of which are contained in the full text of this Announcement and full details of which will be set out in the Scheme Document. However, M&P reserves the right, with the consent of the Panel, to implement the Acquisition by way of a Takeover Offer.

· The consideration payable under the Acquisition will be funded out of M&P's existing cash resources.

· The Acquisition will be subject to the Conditions and certain further terms set out in Appendix 1 to this Announcement, including, amongst other things: (i) approval by the requisite majority of Wentworth Shareholders of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting, and sanction of the Scheme by the Court; (ii) consent from the Minister responsible for petroleum affairs in Tanzania under the Petroleum Act 2015 and any other applicable laws; (iii) the waiver of any right of first refusal or pre-emption right to which the Tanzania Petroleum Development Corporation (" TPDC ") is entitled in respect of the Mnazi Bay asset; and (iv) approval from the Tanzanian Fair Competition Commission (in the case of (ii), (iii) and (iv) on terms satisfactory to M&P, acting reasonably).

· The Scheme Document will include further details of the Scheme and the Acquisition, together with notices of the Court Meeting and the General Meeting and the expected timetable of the Scheme, and will specify the action to be taken by Wentworth Shareholders. It is expected that the Scheme Document will be sent to Wentworth Shareholders in January 2023. It is expected that the Scheme will become Effective in Q2 2023, subject to the satisfaction or, where applicable, waiver of the Conditions and certain further terms set out in Appendix 1 to this Announcement.

· The Scheme will be governed by Jersey law and will be subject to the jurisdiction of the Court. The Scheme will also be subject to the applicable requirements of the Code and the Panel.

Olivier de Langavant, Chief Executive Officer of M&P said:

"As the operator of the Mnazi Bay gas field, increasing our stake through the acquisition of Wentworth is a logical step and reflects our stated strategy of maximising value from existing assets. Mnazi Bay is an important project to M&P and we look forward to ensuring it continues to make a positive impact, helping Tanzania meet its increasing energy demands and enabling local development. We are pleased to have agreed a fair value with Wentworth and will provide further updates on the acquisition process in due course."

Tim Bushell, Chairman of Wentworth, said:

"The Board of Wentworth is pleased to recommend the acquisition by M&P which represents a substantial premium to Wentworth's prevailing share price and offers an opportunity for our shareholders to realise this value in the near term for cash.

Wentworth has created significant value for shareholders over recent years through share price appreciation alongside substantial capital return from both dividends and share buybacks. Having pursued the Company's stated strategy of further growth in Tanzania in recent years, the Board believes the offer from M&P delivers immediate value to our shareholders at an opportune time.

M&P is the operator and majority owner of our sole asset, Mnazi Bay, and this is a logical combination that we believe is in the best interests of our shareholders, wider stakeholders and of Tanzania. Wentworth will now work with its in-country stakeholders to assist M&P to achieve the required regulatory approvals in a timely manner and deliver this compelling outcome for our shareholders."

This summary should be read in conjunction with the full text of this Announcement including the Appendices.

The Acquisition will be subject to the Conditions and certain further terms of the Acquisition are set out in Appendix 1 to this Announcement and to the full terms and conditions to be set out in the Scheme Document. Appendix 2 contains bases and sources of certain information contained within this Announcement. Appendix 3 contains details of the irrevocable undertakings given to M&P in relation to the Acquisition. Appendix 4 contains the definitions of certain terms used in this Announcement.

Analyst and investor presentation

A company presentation will be available on Wentworth's website shortly.

Note 1: Primarily reflecting its indirect holdings in the Mnazi Bay asset of 25.4% through its wholly owned subsidiary and 6.54% through CMBL, and G&A costs.

Enquiries:

Etablissements Maurel & Prom S.A Olivier de Langavant Pablo Liemann Matthieu Lefrancq	Tel: +33 (0) 1 53 83 16 00
Hannam & Partners (Financial Adviser to M&P) Samuel Merlin Ernest Bell Mario Doerflinger	Tel: +44 (0) 207 907 8500
Celicourt Communications (PR Adviser to M&P) Mark Antelme Philip Dennis	Tel: +44 (0) 208 434 2643
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: +44 (0) 20 7710 7600

Peel Hunt (Joint Broker to Wentworth) Richard Crichton	Tel: +44 (0) 20 7418 8900

FTI Consulting (PR Adviser to Wentworth) Sara Powell Ben Brewerton Ollie Mills	Tel: +44 (0) 203 727 1000 E: wentworth@fticonsulting.com

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.

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

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.

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.

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 +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.

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 shareholderenquiries@linkgroup.co.uk. 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 +44 (0) 371 664 0300 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.

Rule 2.9 of the Code

Pursuant to Rule 2.9 of the Code, the Company confirms that, as at the date of this announcement, it has 177,182,567 ordinary shares of no-par value each in issue with the International Securities Identification Number JE00BGT34J81. The total number of shares held in treasury is 3,000,000.

FOR IMMEDIATE RELEASE 5 December 2022

RECOMMENDED CASH ACQUISITION

WENTWORTH RESOURCES PLC

ETABLISSEMENTS MAUREL & PROM S.A.

to be effected by means of a Scheme of Arrangement

under Article 125 of the Companies (Jersey) Law 1991 (as amended)

1. Introduction

Wentworth Resources plc (" Wentworth ") and Etablissements Maurel & Prom S.A (" M&P ") are pleased to announce that they have reached agreement on the terms of a recommended acquisition of the entire issued and to be issued share capital of Wentworth by M&P (the " Acquisition ").

2. The Acquisition

Under the terms of the Acquisition, which will be subject to the Conditions and certain further terms set out in Appendix 1 to this Announcement and to the full terms and conditions which will be set out in the Scheme Document, Wentworth Shareholders will be entitled to receive:

for each Wentworth Share: 32.5 pence in cash

The Acquisition values the entire issued and to be issued ordinary share capital of Wentworth at approximately £61.7 million. This represents a premium of approximately 30.0 per cent. to the closing price of 25.0 pence per Wentworth Share on 2 December 2022 (being the last Business Day prior to this Announcement).

Adjusting for Wentworth's existing cash of approximately US$30.2 million as at 1 November 2022, which was equal to approximately 12.9 pence per Wentworth share, the Acquisition values the business and non-cash net assets of Wentworth¹ at approximately £37.1 million. This represents a premium of approximately 62.2 per cent. to the closing price of 25.0 pence per Wentworth Share on 2 December 2022 (being the last Business Day prior to this Announcement) when this closing price is similarly adjusted for cash.

The Acquisition represents a material increase to the initial indicative offer price proposed by M&P on 23 September 2022.

If any dividend or other distribution or return of value is proposed, declared, made, paid or becomes payable by Wentworth in respect of a Wentworth Share on or after the date of this Announcement and prior to the Effective Date, M&P will have the right (without prejudice to any right M&P may have, with the consent of the Panel, to invoke Condition 3(h)(iii) in Part 1 of Appendix 1 to this Announcement) at its sole discretion to reduce the value of the consideration payable for each Wentworth Share by up to the amount per Wentworth Share of such dividend, distribution or return of value. If M&P exercises this right or makes such a reduction in respect of a dividend, distribution or return of value, Wentworth Shareholders will be entitled to receive and retain that dividend, distribution or return of value. Any exercise by M&P of its rights referred to in this paragraph 2 or paragraph 4 of Part 3 of Appendix 1 to this Announcement shall be the subject of an announcement and, for the avoidance of doubt, shall not constitute a revision or variation of the terms of the Acquisition. If any such dividend or distribution or return of value is paid or made after the date of this Announcement and M&P exercises its rights described above, any reference in this Announcement to the consideration payable under the Acquisition shall be deemed to be a reference to the consideration as so reduced.

The Scheme is expected to become Effective in Q2 2023, subject to the satisfaction or (where applicable) waiver of the Conditions and certain further terms set out in Appendix 1 to this Announcement including, amongst other things: (i) approval by the requisite majority of Scheme Shareholders of the Scheme at the Court Meeting; (ii) approval by the requisite majority of Wentworth Shareholders of the Resolutions to be proposed at the General Meeting; (iii) the sanction by the Court of the Scheme; (iv) consent from the Minister responsible for petroleum affairs in Tanzania under the Petroleum Act 2015 and any other applicable laws; (v) the waiver of any right of first refusal or pre-emption right to which by the Tanzania Petroleum Development Corporation (" TPDC ") is entitled in respect of the Mnazi Bay asset; and (vi) approval from the Tanzanian Fair Competition Commission (in the case of (iv), (v) and (vi) on terms satisfactory to M&P, acting reasonably).

Further information on the Conditions to which the Acquisition will be subject are set out in Appendix 1 and will be set out in the Scheme Document, which M&P will dispatch to Wentworth Shareholders and/or Scheme Shareholders in due course.

Note 1: Primarily reflecting its indirect holdings in the Mnazi Bay asset of 25.4% through its wholly owned subsidiary and 6.54% through CMBL, and G&A costs.

3. Background to and reasons for the Acquisition

As the majority owner and operator of Wentworth's single non-cash asset, the Mnazi Bay gas project, M&P has a long track record of the asset and a good understanding of the value of the Mnazi Bay asset and accordingly of Wentworth. As partners in the asset, M&P and Wentworth have an existing relationship which extends over a number of years.

The Acquisition will provide Wentworth Shareholders with an immediate upfront realisation of value in cash for their Wentworth Shares at a substantial premium to the market price, and an opportunity to realise this value despite the limited liquidity in Wentworth Shares. M&P's current status as a partner and the operator of the Mnazi Bay asset with existing in-country relationships is expected to facilitate a timely implementation of the Acquisition and a smooth continuation of operations.

4. 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 intend unanimously to recommend that Wentworth Shareholders vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting which are to be convened to approve the Acquisition, as the Wentworth Directors have irrevocably undertaken to do in respect of their own beneficial shareholdings in Wentworth which amount in aggregate to 464,556 Wentworth Shares, representing approximately 0.26 per cent. of the existing issued share capital of Wentworth on 2 December 2022 (excluding Treasury Shares) (being the last Business Day prior to the date of this Announcement).

5. Background to and reasons for the Recommendation

Wentworth, through its predecessor entity, first entered into the Mnazi Bay Production Sharing Agreement in 2004. Wentworth has participated in the successful development of the Mnazi Bay field, where gas deliveries have increased from 46mmscf/d in Q4 2015 to (following completion of the National Natural Gas Infrastructure), 92 mmscf/d in H1 2022. Thanks to the cost recovery mechanism within the Mnazi Bay Production Sharing Agreement, this has translated into strong cashflows for Wentworth, allowing Wentworth to deleverage, strengthen its balance sheet and establish a progressive dividend policy with a three year track record.

Wentworth has created significant value for shareholders over recent years. The market capitalisation of Wentworth has grown from approximately £33.1 million on 2 December 2020 to approximately £44.3 million on 2 December 2022, (being the last Business Day prior to this Announcement). The total shareholder return, including 3.38 pence per share of dividends distributed to Wentworth shareholders, over the last two years leading up to this date was approximately 57.7 per cent., in comparison with approximately -20 per cent. for the FTSE AIM All Share over the same period. Incorporating the recommended offer price, Wentworth's share price has grown to 32.5 pence, implying a total shareholder return of approximately 99.3 per cent. since 2 December 2020.

The board of directors of Wentworth has clearly stated its desire to grow the business through acquisition, focusing on leveraging its core strengths within Tanzania. Wentworth has pursued a number of opportunities, most recently announcing the entry into an asset purchase agreement with Scirocco Energy plc to acquire a 25 per cent. non-operated working interest in the onshore Ruvuma field, which complemented Wentworth's strategy. This acquisition has, however, been the subject of a pre-emption notice served by Scirocco's joint venture partner.

With the Mnazi Bay field close to its current peak gas production capacity and with further capital expenditures required to maintain production at these levels, now is an opportune moment for Wentworth to monetise the value of its share of the Mnazi Bay asset by transferring the ownership to a credible operator, which has been made feasible by a comprehensive exercise to restructure and simplify the business by Wentworth's management team.

There is significant industrial logic in M&P being the acquiror of Wentworth. As operator of Mnazi Bay, M&P is able to extract synergies unique to it from the acquisition of Wentworth and thus derive the greatest value from the acquisition. In addition, M&P has rights of pre-emption in the event that Wentworth sought to divest its interest in Mnazi Bay, directly or indirectly.

On 23 September 2022, M&P made a conditional non-binding offer to acquire the issued and to be issued share capital of Wentworth. Discussions since that date have led to Wentworth and M&P agreeing a price of 32.5 pence per share, a material increase to the original offer value.

The board of directors of Wentworth believes that the Acquisition represents an attractive premium and accelerates, without further capital investment, time or operational risk, the delivery to shareholders of Wentworth's future value potential.

6. Information relating to Wentworth

Wentworth is an independent, Tanzania-focused natural gas production company incorporated in Jersey and quoted on the AIM Market of the London Stock Exchange. Wentworth was founded in 2000 and has been listed on AIM since 2011. Wentworth was originally incorporated in British Alberta, Canada and completed a statutory re-domicilation to Jersey in 2018.

Wentworth engages in the exploration, development, and production of natural gas and other hydrocarbons. It owns a (direct and indirect) non-operated interest of 31.94% for production and 39.925% for exploration, respectively, in the Mnazi Bay concession in Tanzania.

For the year ended 31 December 2021, Wentworth recorded gas sales revenue of US$23.8 million and net profit of US$6.1 million. Net cash at 1 November 2022 was US$30.2 million. Wentworth made distributions to shareholders totalling US$6.6 million in the past 12 months. Since Wentworth's maiden dividend in 2019, it has distributed a total of US$14.7m to shareholders (including the 2022 share buyback). Dividend payments since 2019 represent a total payment to shareholders of 5.2 pence per share.

7. Information relating to M&P

M&P is an independent oil and gas company incorporated in France and listed on Euronext Paris (ENXT: MAU) with a market capitalisation of approximately €806 million as of 30 September 2022.

M&P is focused on exploration and production in Africa and Latin America, with its principal assets in Gabon, Tanzania, Nigeria, Angola and Venezuela.

M&P has significant technical and operational experience with over 700 staff globally overseeing M&P's 171 mmboe 2P reserves and working interest production of 25,359 boe/d.

M&P has been active in Tanzania since 2004 when it acquired a 60 per cent. interest in the Bigwa-Rufiji-Mafia permit. M&P acquired an operated interest in the Mnazi Bay permit in 2009 and currently owns 48.1 per cent. of, and operates, the Mnazi Bay permit. As operator M&P substantially increased production after the commissioning of the gas pipeline to Dar Es Salaam in 2015.

In 2017, Indonesian national oil company PT Pertamina (Persero) (" Pertamina ") acquired a controlling stake in M&P through its subsidiary PT Pertamina Internasional Eksplorasi Dan Produksi, which owns 71.09 per cent. of M&P as of 31 December 2021.

Following such acquisition and with the support of Pertamina and its shareholders, M&P has been able to launch a new phase of growth, including the acquisition of mature assets in Angola and Venezuela.

M&P constantly strives to meet and improve the industry's strictest standards in terms of health, safety and environmental protection. M&P also relies on constant dialogue with host countries and local communities to ensure long-term commitment from stakeholders.

8. Irrevocable undertakings

M&P has received irrevocable undertakings from each of the Wentworth Directors in respect of their own legal and/or beneficial holdings of Wentworth Shares to vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting, in respect of a total of 464,556 Wentworth Shares representing, in aggregate, approximately 0.26 per cent. of Wentworth's issued share capital (excluding Treasury Shares) as at 2 December 2022 (being the last Business Day prior to the date of this Announcement).

In addition to the irrevocable undertakings referred to above, M&P has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting from Wentworth Shareholders in respect of 39,546,272 Wentworth Shares representing, in aggregate, approximately 22.32 per cent. of Wentworth's issued share capital (excluding Treasury Shares) as at 2 December 2022 (being the last Business Day prior to the date of this Announcement).

Accordingly, M&P has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and to vote in favour of the Resolutions at the General Meeting in respect of 40,010,828 Wentworth Shares representing, in aggregate, approximately 22.58 per cent. of Wentworth's issued share capital (excluding Treasury Shares) as at 2 December 2022 (being the last Business Day prior to the date of this Announcement).

Further details of the irrevocable undertakings and letter of intent described above are set out in Appendix 3.

9. Intentions with respect to Wentworth's business, employees and pension schemes

As the majority interest holder and operator of the Mnazi Bay asset, M&P intends to integrate Wentworth's interest in the Mnazi Bay asset with its own. M&P will continue to operate the Mnazi Bay asset and accordingly, does not intend to make any change in the operation of the asset as a result of the Acquisition.

Following completion of the Acquisition, M&P intends to conduct a review of Wentworth's operations in Tanzania. The review will focus on whether the roles currently performed by Wentworth's operations in Tanzania should be continued and how they may be integrated with the M&P Group. As a result of the review, there is likely to be a reduction in headcount at Wentworth's operations in Tanzania and/or the closure of Wentworth's offices in Tanzania. M&P expects this review to be completed within 6 months of the completion of the Acquisition, affecting up to 15 employees.

M&P also intends to integrate Wentworth's headquarter functions with those of the M&P Group following completion of the Acquisition, and for Wentworth's headquarter functions to move to M&P's offices in Paris. M&P expects that this will result in headcount reductions in Wentworth's head office functions, affecting all relevant employees.

Prior to implementation of any of the above proposals, M&P will consult with Wentworth employees on the impact of any of its proposals, including but not limited to any potential headcount reductions, in accordance with applicable law.

Subject to agreeing terms, it is envisaged that the directors of Wentworth will depart the business on completion of the Acquisition.

Save for any headcount reductions arising as a result of the review of Wentworth's Tanzania operations, the closure of Wentworth's head office function and the potential departure of directors, M&P does not intend to make any changes to the conditions of employment of Wentworth employees or to the balance of skills and functions of Wentworth employees and management. M&P also confirms that following the Acquisition completing, the existing contractual and statutory employment rights of Wentworth's management team and employees will be fully safeguarded.

Wentworth does not have any research and development functions and does not intend to create such functions. Wentworth does not operate any defined benefit pension schemes and does not intend to create any such schemes.

Subject to the Scheme becoming Effective, Wentworth will make an application to the London Stock exchange for the cancellation of the admission to trading of the Wentworth shares on the London Stock Exchange's AIM Market, to take effect on or shortly after the Effective Date.

10. Wentworth Share Schemes

The Acquisition will impact on options and awards held by participants in the Wentworth Share Schemes. Participants in the Wentworth Share Schemes will be contacted regarding the effect of the Acquisition on their options and/or awards under the Wentworth Share Schemes and appropriate proposals will be made to the holders of options under the Option Plan in due course.

In accordance with the terms of the LTIP, as a result of the Acquisition, all awards made under the LTIP will vest to the extent determined by Wentworth's remuneration committee. Wentworth's remuneration committee will determine the extent to which the awards made under the LTIP will vest by reference to any applicable performance conditions and/or other conditions imposed. Further details in relation to the treatment of the Wentworth Share Schemes shall be included in the Scheme Document.

The Acquisition will extend to any Wentworth Shares which are unconditionally allotted or issued before the Scheme Record Time, including those allotted or issued as a result of the exercise of options or vesting of awards under the Wentworth Share Schemes.

The Scheme will not extend to Wentworth Shares issued after the Scheme Record Time. However, it is proposed to amend the Wentworth's articles of association at the General Meeting to provide that, if the Scheme becomes effective, any Wentworth Shares issued to any person after the Scheme Record Time (including in satisfaction of an option and/or award exercised under one of the Wentworth Share Schemes) will be automatically transferred, consistent with the terms of the Scheme, to M&P in consideration for the payment by M&P to such persons of 32.5 pence in cash for each Wentworth Share so transferred.

11. Offer-related Arrangements

Confidentiality Agreement

On 26 November 2022, Wentworth and M&P entered into the Confidentiality Agreement pursuant to which M&P undertook, among other things, to keep certain information relating to Wentworth and the Acquisition confidential and not to disclose it to third parties (other than permitted parties) unless required by law or regulation, among other exceptions. These confidentiality obligations will remain in force for two years from the date of the Confidentiality Agreement.

Co-operation Agreement

Wentworth and M&P have also entered into a Co-operation Agreement dated 5 December 2022, pursuant to which Wentworth and M&P have agreed: (i) to co-operate and provide each other with reasonable information, assistance and access in relation to the filings, submissions and notifications to be made in relation to regulatory clearances and authorisations that are required in connection with the Acquisition; (ii) to co-operate and provide each other with reasonable information, assistance and access in relation to the notifications to, and obtention of consents from, certain stakeholders, including by the Tanzania Petroleum Development Corporation (" TPDC "); (iii) to provide each other with reasonable information, assistance and access for the preparation of certain parts of the key Wentworth Shareholder documentation; (iv) to certain provisions if the Scheme should switch to a Takeover Offer. M&P has also agreed to provide Wentworth with certain information for the purposes of the Scheme Document and to otherwise assist with the preparation of the Scheme Document.

The Co-operation Agreement records the intention of Wentworth and M&P to implement the Acquisition by way of the Scheme, subject to M&P's right to switch to a Takeover Offer in certain circumstances.

The Co-operation Agreement may be terminated with immediate effect in the following circumstances, among others:

1. if Wentworth and M&P so agree in writing;

2. if the Acquisition is, with the permission of the Panel, withdrawn or lapses in accordance with its terms prior to the Long Stop Date, subject to certain exceptions;

3. unless otherwise agreed by Wentworth and M&P in writing, if the Effective Date has not occurred on or before the Long Stop Date; or

4. upon notice by M&P to Wentworth if: (i) a competing proposal is publicly recommended by the Wentworth Directors; (ii) a competing proposal completes, becomes effective or becomes, or is, declared, unconditional in all respects; or (iii) the Wentworth Directors cease to recommend the Acquisition to Wentworth Shareholders (in certain circumstances as described therein).

The Co-operation Agreement also contains provisions that will apply in respect of the Wentworth Share Schemes.

12. Structure of the Acquisition

It is intended that the Acquisition will be implemented by means of a court-sanctioned scheme of arrangement between Wentworth and the Scheme Shareholders under Article 125 of the Jersey Companies Law.

The purpose of the Scheme is to provide for M&P to become the owner of the entire issued and to be issued share capital of Wentworth. In order to achieve this, the Scheme Shares will be transferred to M&P under the Scheme. In consideration for this transfer, the Scheme Shareholders will receive cash on the basis set out in paragraph 2 of this Announcement. The transfer to M&P of the Scheme Shares will result in Wentworth becoming a wholly owned subsidiary of M&P.

The Acquisition is subject to the Conditions and further terms set out in Appendix 1 of this Announcement and to be set out in the Scheme Document.

In order for the Scheme to become Effective:

1. the Scheme must be sanctioned by Scheme Shareholders by the passing of a resolution at the Court Meeting. This resolution must be approved by a majority in number of the Scheme Shareholders (or relevant classes thereof, if applicable) present and voting at the Court Meeting, and any separate class meeting(s) which may be required by the Court (or any adjournment of such meetings) either in person or by proxy, representing not less than 3/4ths of the voting rights of the Scheme Shares held by such Scheme Shareholders (or relevant classes thereof);

2. Resolutions to deal with certain ancillary matters in connection with the Scheme must be passed at the General Meeting to be held immediately after the Court Meeting;

3. following the Court Meeting, the Scheme must also be sanctioned by the Court (with or without modification, on terms reasonably acceptable to Wentworth and M&P); and

4. following the sanction by the Court, a copy of the Court Order must be delivered to the Registrar of Companies for registration.

The Scheme will only become Effective if, among other things, the events described in the paragraph immediately above occur no later than the Long Stop Date.

Additionally, the Scheme will lapse if, amongst other things:

(a) the Court Meeting and General Meeting are not held on or before the 22^nd day after the expected date of such meetings, which will be set out in the Scheme Document in due course (or such later date as may be agreed by M&P and Wentworth with the consent of the Panel and, if required, the Court);

(b) the Court Sanction Hearing is not held on or before the 22^nd day after the expected date of such hearing, which will be set out in the Scheme Document in due course (or such later date as may be agreed by M&P and Wentworth with the consent of the Panel and, if required, the Court); or

Any Scheme Shareholder is entitled to attend the Court Sanction Hearing in person or through Jersey counsel to support or oppose the sanctioning of the Scheme.

Once the Scheme becomes Effective, it will be binding on all Scheme Shareholders, whether or not they voted at the Court Meeting and the General Meeting and, if they did vote, whether or not they voted in favour of or against the resolutions proposed at those meetings.

The terms of the Scheme will provide that the Wentworth Shares will be acquired under the Scheme fully paid and free from all liens, equitable interests, charges, encumbrances, options, rights of pre-emption and any other third party rights or interests of any nature whatsoever and together with all rights attaching thereto, including the right to receive and retain all dividends and other distributions and returns of value declared, paid or made after the Effective Date.

If any dividend or other distribution or return of value is proposed, declared, made, paid or becomes payable by Wentworth in respect of a Wentworth Share on or after the date of this Announcement and prior to the Scheme becoming Effective, M&P will have the right to reduce the value of the consideration payable for each Wentworth Share by up to the amount per Wentworth Share of such dividend, distribution or return of value except where the Wentworth Share is or will be acquired pursuant to the Scheme on a basis which entitles Wentworth to receive the dividend, distribution or return of value and to retain it.

If any such dividend, distribution or return of value is paid or made after the date of this Announcement and M&P exercises its rights described above, any reference in this Announcement to the consideration payable under the Scheme shall be deemed to be a reference to the consideration as so reduced. Any exercise by M&P of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Scheme.

Further details of the Scheme, including an indicative timetable for its implementation, will be set out in the Scheme Document. It is expected that the Scheme Document will be despatched to Wentworth Shareholders in January 2023.

M&P reserves the right, subject to the prior consent of the Panel, to elect to implement the acquisition of the Wentworth Shares by way of a Takeover Offer. In such event, such Takeover Offer will be implemented on the same terms (subject to appropriate amendments as described in Part 2 of Appendix 1), so far as applicable, as those which would apply to the Scheme. Furthermore, if such offer is made and sufficient acceptances of such offer are received, when aggregated with Wentworth Shares otherwise acquired by M&P, it is the intention of M&P to apply the provisions of Part 18 of the Jersey Companies Law to acquire compulsorily any outstanding Wentworth Shares to which such offer relates.

13. De-listing and re-registration

It is expected that the last day of dealings in, and for registration of transfers of, Wentworth Shares (other than the registration of the transfer of the Scheme Shares to M&P pursuant to the Scheme) will be the last Business Day prior to the Scheme Effective Date, following which all of the Wentworth Shares will be suspended from trading on AIM, and Wentworth Shares will be disabled in CREST.

After the Scheme Record Time and before the Scheme becomes Effective, entitlements to Wentworth Shares in CREST will be cancelled and such entitlements rematerialised. On the Effective Date, all share certificates in respect of Wentworth will cease to be valid and should be destroyed.

Applications will be made to the London Stock Exchange for the cancellation of the admission to trading of Wentworth Shares on AIM. It is expected that such cancellation of admission to trading would take effect on the Business Day after the Effective Date.

If the Scheme is sanctioned, any Wentworth Shares held in treasury as Treasury Shares will be cancelled prior to the Scheme becoming Effective.

M&P intends to re-register Wentworth as a private company as soon as it is appropriate to do so under the provisions of the Jersey Companies Law.

14. Financing

The consideration payable under the Acquisition will be funded by the existing cash resources of the M&P Group.

Hannam & Partners is satisfied that sufficient financial resources are available to M&P to satisfy in full the cash consideration payable to Wentworth Shareholders under the Acquisition.

15. Conditions and timetable

The Acquisition will be subject to the Conditions and certain further terms set out to in Appendix 1 of this Announcement and to the full terms and conditions which will be set out in the Scheme Document.

The Acquisition is conditional on, among other things:

1. the Scheme being sanctioned by Scheme Shareholders by the passing of a resolution at the Court Meeting. This resolution must be approved by a majority in number of the Scheme Shareholders (or relevant classes thereof, if applicable) present and voting at the Court Meeting, and any separate class meeting(s) which may be required by the Court (or any adjournments of such meetings) either in person or by proxy, representing not less than 3/4ths of the voting rights of the Scheme Shares held by such Scheme Shareholders (or relevant classes thereof, if applicable);

2. the Resolutions required to implement the Scheme as set out in the notice convening the General Meeting being duly passed by the requisite majority of Wentworth Shareholders required to pass such resolutions at the General Meeting (or any adjournment thereof);

3. sanction of the Scheme by the Court (with or without modification, on terms reasonably acceptable to Wentworth and M&P) and a copy of the Court Order being delivered for registration to the Registrar of Companies;

4. consent from the Minister responsible for petroleum affairs in Tanzania under the Petroleum Act 2015 and any other applicable laws in a form satisfactory to M&P, acting reasonably;

5. the waiver of any right of first refusal or pre-emption right to which TPDC is entitled in respect of the Mnazi Bay asset in a form satisfactory to M&P, acting reasonably; and

6. approval from the Tanzanian Fair Competition Commission without conditions or with conditions that are satisfactory to M&P, acting reasonably.

Further details of the Acquisition will be contained in the Scheme Document which will be sent to Wentworth Shareholders. It is expected that this will be despatched in January 2023.

Further details on the timetable for implementation of the Acquisition will be set out in the Scheme Document, which will specify the necessary actions to be taken by Wentworth Shareholders. It is expected that the Scheme will become Effective in Q2 2023. The Acquisition is subject to an overall Long Stop Date of 31 December 2023.

16. Overseas Shareholders

The distribution of this Announcement to persons not resident in the United Kingdom or Jersey may be affected by the laws and regulations of the relevant jurisdiction. Such persons should inform themselves of and observe any applicable legal or regulatory requirements. Further details in relation to overseas shareholders will be contained in the Scheme Document.

This Announcement does not constitute, or form part of, any offer for, or any solicitation of any offer for, securities, nor is it a solicitation of any vote or approval in any jurisdiction, nor will there be any purchase or transfer of the securities referred to in this Announcement in any jurisdiction in contravention of applicable law or regulation.

17. Disclosure of interests in Wentworth Shares

As at the close of business on 2 December 2022 (being the Business Day immediately prior to the date of this Announcement), neither M&P nor, so far as M&P is aware, any person acting in concert with M&P for the purposes of the Acquisition;

1. has an interest in or right to subscribe for relevant securities of Wentworth;

2. has any arrangement in relation to, relevant securities of Wentworth, or had any short position in relation to any relevant securities of Wentworth, whether conditional or absolute and whether in the money or otherwise, including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of relevant securities of Wentworth;

3. has procured an irrevocable commitment or letter of intent to accept the terms of Acquisition in respect of relevant securities of Wentworth; or

4. has borrowed or lent (including for these purposes, entering into any financial collateral arrangements of the kind referred to in Note 4 to Rule 4.6 of the Code) any relevant securities of Wentworth.

Furthermore, save for the Irrevocable Undertakings, no arrangement exists between: (i) M&P, or any of their associates; and (ii) Wentworth, in relation to Wentworth Shares. For these purposes, "arrangement" includes any indemnity or option arrangement, and any agreement or understanding, formal or informal, of whatever nature, relating to Wentworth Shares which may be an inducement to deal or refrain from dealing in such shares. In this paragraph, "relevant securities of Wentworth" means Wentworth Shares and securities convertible into, or rights to subscribe for, options (including trade options) in respect thereof and derivatives referenced thereto.

In the interests of maintaining confidentiality before this Announcement, M&P has not yet completed its enquiries in respect of the matters referred to in this section of certain parties deemed to be acting in concert with it for the purposes of the Acquisition. Enquiries of such parties will be completed as soon as practicable following the date of this Announcement. In accordance with Note 2(a)(i) on Rule 8 of the Code, further disclosures, if any, required in respect of such parties will be made as soon as possible and in any event by no later than 12 noon (London time) on the day falling 10 Business Days after the date of this Announcement.

18. Documents available on website

Copies of the following documents will shortly be available at https://www.maureletprom.fr/en/ and https://www.wentplc.com/investors/offer-for-wentworth and in any event by no later than 12 noon on the Business Day following publication of this Announcement until the Acquisition has closed or has lapsed or been withdrawn:

1. this Announcement;

2. the Confidentiality Agreement;

3. the Co-operation Agreement;

4. the irrevocable undertakings; and

5. the consent letters from Hannam & Partners, Stifel and Peel Hunt referred to in paragraph 19 below.

19. General

Each of Hannam & Partners, Stifel and Peel Hunt has given and not withdrawn their consent to the publication of this Announcement with the inclusion herein of the references to their opinions and names in the form and context in which they are included.

M&P Olivier de Langavant Pablo Liemann Matthieu Lefrancq	Tel: +33 (0) 1 53 83 16 00
Hannam & Partners (Financial Adviser to M&P) Samuel Merlin Ernest Bell Mario Doerflinger	Tel: +44 (0) 207 907 8500
Celicourt Communications (PR Adviser to M&P) Mark Antelme Philip Dennis	Tel: +44 (0) 208 434 2643
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: +44 (0) 20 7710 7600

Peel Hunt (Joint Broker to Wentworth) Richard Crichton	Tel: +44 (0) 20 7418 8900

FTI Consulting (PR Adviser to Wentworth) Sara Powell Ben Brewerton Ollie Mills	Tel: +44 (0) 203 727 1000 E: wentworth@fticonsulting.com

Further information

Important Notices relating to the Financial Adviser

Overseas jurisdictions

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

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 document. Any representation to the contrary is a criminal offence in the United States.

Disclosure requirements

Forward - looking statements

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

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

Rounding

Rule 2.9 of the Code

Appendix 1

Part 1 Conditions of the Acquisition

Scheme Conditions

1. The Acquisition will be conditional upon:

(a) the Scheme Meeting and General Meeting being held on or before the 22nd day after the expected date of the meetings to be set out in the Scheme Document in due course or such later date (if any) as M&P and Wentworth may agree;

(b) the Court Sanction Hearing being held on or before the 22nd day after the expected date of the hearing date to be set out in the Scheme Document in due course, or such later date (if any) as M&P and Wentworth may agree; and

(c) the Scheme becoming unconditional and becoming Effective by no later than the Long Stop Date or such later date (if any) as M&P and Wentworth may agree and (if required) the Court may allow.

2. The Scheme will be conditional on:

(a) its sanction by the passing of a resolution at the Court Meeting by a majority in number of the holders of Wentworth Shares (or relevant classes thereof, if applicable) present and voting at the Court Meeting and any separate class meeting(s) which may be required by the Court, or at any adjournment thereof, either in person or by proxy, representing not less than 3/4ths of the voting rights of the Wentworth Shares held by such holders (or relevant classes thereof, if applicable);

(b) the Resolutions required to approve and implement the Scheme as set out in the notice convening the General Meeting being duly passed by the requisite majority of Wentworth Shareholders required to pass such resolutions at the General Meeting (or any adjournment thereof);

(c) the sanction of the Scheme by the Court (with or without modifications, on terms reasonably acceptable to Wentworth and M&P); and

(d) a copy of the Court Order being delivered for registration to the Registrar of Companies.

General conditions

3. In addition, subject as stated in Part 3 below and to the requirements of the Panel, M&P and Wentworth have agreed that the Acquisition will be conditional on the following conditions having been satisfied or, where applicable, waived and accordingly the necessary actions to make the Scheme Effective will not be taken unless such conditions have been so satisfied or waived:

Official Authorisations, regulatory clearances and third-party clearances

(a) insofar as the proposed acquisition of Wentworth by M&P constitutes a notifiable merger under section 11 of the Tanzanian Fair Competition Act 2003, if the Fair Competition Commission determines that the merger should be examined under section 11(3) of the Fair Competition Act 2003, the Fair Competition Commission issuing its approval for the merger without conditions or with conditions that are satisfactory to M&P, acting reasonably;

(b) the waiver of any right of first refusal or pre-emption right to which the Tanzania Petroleum Development Corporation (" TPDC ") is entitled under (i) the Joint Operating Agreement originally entered into between TPDC and AG&P Gas Limited relating to the Mnazi Bay Contract Area of the United Republic of Tanzania dated 20 February 2006, as novated and amended, and (ii) section 86 (7) of the Petroleum Act 2015, in each case in a form satisfactory to M&P, acting reasonably;

(c) the approval of the Minister responsible for petroleum affairs in Tanzania (currently the Minister of Energy of Tanzania) having been obtained in accordance with the terms of article 86 of the Petroleum Act 2015 and any other applicable laws in a form satisfactory to M&P, acting reasonably;

(d) other than in relation to Conditions 3(a) to 3(c) above, the waiver (or non-exercise within any applicable time limits) by any relevant government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body, court, trade agency, association, institution, any entity owned or controlled by any relevant government or state, or any other body or person whatsoever in any jurisdiction (each, a " Relevant Authority ") of any termination right, right of pre-emption, first refusal or similar right (which is material in the context of the Wider Wentworth Group taken as a whole) arising as a result of or in connection with the Acquisition including, without limitation, its implementation and financing or the proposed direct or indirect acquisition of any shares or other securities in, or control or management of, Wentworth by M&P or any member of the Wider M&P Group;

(e) other than in relation to Conditions 3(a) to 3(c) above, all necessary filings or applications having been made in connection with the Acquisition and all statutory or regulatory obligations in any jurisdiction having been complied with in connection with the Acquisition by any member of the Wider M&P Group of any shares or other securities in, or control of, Wentworth and all Authorisations, orders, grants, recognitions, determinations, confirmations, consents, licences, clearances, permissions, exemptions and approvals reasonably deemed necessary or appropriate by M&P or any member of the Wider M&P Group for or in respect of the Acquisition including without limitation, its implementation and financing or the proposed direct or indirect Acquisition of any shares or other securities in, or control of, Wentworth or any member of the Wider Wentworth Group by any member of the Wider M&P Group having been obtained in terms and in a form satisfactory to M&P, acting reasonably, from all appropriate Relevant Authorities or persons with whom any member of the Wider Wentworth Group has entered into contractual arrangements and all such material Authorisations, orders, grants, recognitions, determinations, confirmations, consents, licences, clearances, permissions, exemptions and approvals necessary or appropriate to carry on the business of any member of the Wider Wentworth Group which is material in the context of the M&P Group or the Wentworth Group as a whole or of the financing of the Acquisition remaining in full force and effect and all filings necessary for such purpose having been made and there being no notice or intimation of any intention to revoke or not to renew any of the same at the time at which the Acquisition becomes otherwise unconditional and all necessary statutory or regulatory obligations in any jurisdiction having been complied with;

(f) other than in relation to Conditions 3(a) to 3(c) above, no Relevant Authorities having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and, in each case, not having withdrawn the same), or having enacted, made or proposed any statute, regulation, decision or order, or change to published practice or having taken any other steps, and there not continuing to be outstanding any statute, regulation, decision or order, which in each case would or might reasonably be expected to:

(i) require, prevent or materially delay the divestiture, or materially alter the terms envisaged for any proposed divestiture by any member of the Wider M&P Group or any member of the Wider Wentworth Group of all or any portion of their respective businesses, assets or property or impose any limitation on the ability of any of them to conduct their respective businesses (or any of them) or to own any of their respective assets or properties or any part thereof which, in any such case, is material in the context of the Wider M&P Group or the Wider Wentworth Group in either case taken as a whole or in the context of the Acquisition;

(ii) require, prevent or materially delay the divestiture by any member of the Wider M&P Group of any shares or other securities in Wentworth;

(iii) impose any material limitation on, or result in a material delay in, the ability of any member of the Wider M&P Group directly or indirectly to acquire or to hold or to exercise effectively any rights of ownership in respect of shares or loans or securities convertible into shares or any other securities (or the equivalent) in any member of the Wider Wentworth Group or the Wider M&P Group or to exercise voting or management control over any such member;

(iv) otherwise adversely affect the business, assets, profits or prospects of any member of the Wider M&P Group or of any member of the Wider Wentworth Group to an extent which is material in the context of the Wider M&P Group or the Wider Wentworth Group in either case taken as a whole or in the context of the Acquisition;

(v) make the Acquisition or its implementation or the acquisition or proposed acquisition by M&P or any member of the Wider M&P Group of any shares or other securities in, or control of Wentworth void, illegal, and/or unenforceable under the laws of any jurisdiction, or otherwise, directly or indirectly, restrain, restrict, prohibit, delay or otherwise interfere with the same, or impose additional conditions or obligations with respect thereto;

(vi) other than pursuant to the implementation of the Scheme, require any member of the Wider M&P Group or the Wider Wentworth Group to offer to acquire any shares or other securities (or the equivalent) or interest in any member of the Wider Wentworth Group or the Wider M&P Group owned by any third party which is material in the context of the Wider M&P Group or the Wider Wentworth Group in either case taken as a whole;

(vii) impose any limitation on the ability of any member of the Wider Wentworth Group to co-ordinate its business, or any part of it, with the businesses of any other members which is materially adverse to the Wider Wentworth Group taken as a whole or in the context of the Acquisition; or

(viii) result in any member of the Wider Wentworth Group ceasing to be able to carry on business under any name under which it presently does so to an extent which is material in the context of the Wider Wentworth Group taken as a whole or in the context of the Acquisition, and

all applicable waiting and other time periods (including any extensions thereof) during which any such Relevant Authorities could institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or any other step under the laws of any jurisdiction in respect of the acquisition or proposed acquisition of any Wentworth Shares having expired, lapsed or been terminated;

Certain matters arising as a result of any arrangement, agreement etc.

(g) save as Disclosed, there being no provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider Wentworth Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, or any circumstance which in consequence of the acquisition or the proposed acquisition of any shares or other securities (or equivalent) in Wentworth or because of a change in the control or management of Wentworth or otherwise, could or might result in any of the following to an extent which is material in the context of the Wider Wentworth Group, or the Wider M&P Group, in either case taken as a whole, or in the context of the Acquisition:

(i) any moneys borrowed by or any other indebtedness or liabilities (actual or contingent) of, or grant available to any such member, being or becoming repayable or capable of being declared repayable immediately or earlier than their or its stated maturity date or repayment date or the ability of any such member to borrow moneys or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii) any such agreement, arrangement, licence, permit or instrument or the rights, liabilities, obligations or interests of any such member thereunder being terminated or adversely modified or affected or any obligation or liability arising or any adverse action being taken or arising thereunder;

(iii) any asset or interest of any such member being or failing to be disposed of or charged or ceasing to be available to any such member or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any such member otherwise than in the ordinary course of business;

(iv) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property, assets or interest of any such member;

(v) the rights, liabilities, obligations or interests of any such member, or the business of any such member with, any person, firm, company or body (or any arrangement or arrangements relating to any such interest or business) being terminated, adversely modified or affected;

(vi) the value of any such member or its financial or trading position or prospects being prejudiced or adversely affected;

(vii) any such member ceasing to be able to carry on business under any name under which it presently does so; or

(viii) the creation or acceleration of any liability, actual or contingent, by any such member (including any material tax liability or any obligation to obtain or acquire any material Authorisation, notice, waiver, concession, agreement or exemption from any Relevant Authority or any person) other than trade creditors or other liabilities incurred in the ordinary course of business or in connection with the Acquisition,

and no event having occurred which, under any provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider Wentworth Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, would or might reasonably be expected to result in any of the events or circumstances as are referred to in sub-paragraphs (i) to (viii) of this Condition;

Certain events occurring since Last Accounts Date

(h) save as Disclosed, no member of the Wider Wentworth Group having, since the Last Accounts Date:

(i) save as between Wentworth and wholly-owned subsidiaries of Wentworth or for Wentworth Shares issued under or pursuant to the exercise of options and vesting of awards granted under the Wentworth Share Schemes, issued or agreed to issue, authorised or proposed the issue of additional shares of any class;

(ii) save as between Wentworth and wholly-owned subsidiaries of Wentworth or for the grant of options and awards under the Wentworth Share Schemes, issued or agreed to issue, authorised or proposed the issue of securities convertible into shares of any class or rights, warrants or options to subscribe for, or acquire, any such shares or convertible securities;

(iii) other than to another member of the Wentworth Group, prior to completion of the Acquisition, recommended, declared, paid or made any dividend or other distribution payable in cash or otherwise or made any bonus issue;

(iv) save for intra-Wentworth Group transactions, merged or demerged with any body corporate or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any assets or any right, title or interest in any asset (including shares and trade investments) or authorised or proposed or announced any intention to propose any merger, demerger, disposal, transfer, mortgage, charge or security interest, in each case, other than in the ordinary course of business and, in each case, to the extent which is material in the context of the Wider Wentworth Group taken as a whole;

(v) save for intra-Wentworth Group transactions, made or authorised or proposed or announced an intention to propose any change in its loan capital in each case, to the extent which is material in the context of the Wider Wentworth Group taken as a whole;

(vi) issued, authorised or proposed the issue of, or made any change in or to, any debentures or (save for intra-Wentworth Group transactions), save in the ordinary course of business, incurred or increased any indebtedness or become subject to any contingent liability;

(vii) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect to the matters mentioned in sub-paragraphs (i) or (ii) above, made any other change to any part of its share capital in each case, to the extent which is material in the context of the Wider Wentworth Group taken as a whole;

(viii) save for intra-Wentworth Group transactions, implemented, or authorised, proposed or announced its intention to implement, any reconstruction, merger, demerger, amalgamation, scheme, commitment or other transaction or arrangement otherwise than in the ordinary course of business;

(ix) entered into or varied or authorised, proposed or announced its intention to enter into or vary any contract, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or which involves or could involve an obligation of such a nature or magnitude other than in the ordinary course of business, in each case, to the extent which is material in the context of the Wider Wentworth Group taken as a whole;

(x) (other than in respect of a member which is dormant and was solvent at the relevant time) taken any corporate action or steps or had any legal proceedings started or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up, dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, manager, trustee or similar officer of all or any part of its assets or revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed, in each case, to the extent which is material in the context of the Wider Wentworth Group taken as a whole;

(xi) entered into any contract, transaction or arrangement which would be restrictive on the business of any member of the Wider Wentworth Group or the Wider M&P Group other than of a nature and extent which is normal in the context of the business concerned;

(xii) waived or compromised any claim otherwise than in the ordinary course of business which is material in the context of the Wider Wentworth Group taken as a whole or in the context of the Acquisition;

(xiii) made any material alteration to its memorandum or articles of association or other incorporation documents;

(xiv) been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

(xv) entered into any contract, commitment, arrangement or agreement otherwise than in the ordinary course of business or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced any intention to, or proposed to, effect any of the transactions, matters or events referred to in this Condition;

(xvi) made or agreed or consented to any change to:

a) the terms of the trust deeds constituting the pension scheme(s) established by any member of the Wider Wentworth Group for its directors, employees or their dependents, including Wentworth's contribution to Wentworth's employees' personal pension scheme;

b) the contributions payable to any such scheme(s) or to the benefits which accrue or to the pensions which are payable thereunder;

c) the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; or

d) the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued or made,

in each case, to the extent which is material in the context of the Wider Wentworth Group taken as a whole;

(xvii) proposed, agreed to provide or modified the terms of any of the Wentworth Share Schemes or other benefit constituting a material change relating to the employment or termination of employment of a material category of persons employed by the Wider Wentworth Group or which constitutes a material change to the terms or conditions of employment of any senior employee of the Wider Wentworth Group, save as agreed by the Panel (if required) and by M&P, or entered into or changed the terms of any contract with any director or senior executive;

(xviii) taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Panel or the approval of Wentworth Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the Code;

(xix) entered into or varied in a material way the terms of, any contracts, agreement or arrangement with any of the directors or senior executives of any members of the Wider Wentworth Group; or

(xx) waived or compromised any claim which is material in the context of the Wider Wentworth Group taken as a whole, otherwise than in the ordinary course.

No adverse change, litigation or regulatory enquiry

(i) save as Disclosed, since the Last Accounts Date:

(i) no adverse change or deterioration having occurred in the business, assets, financial or trading position or profits of any member of the Wider Wentworth Group which, in any such case, is material in the context of the Wider Wentworth Group taken as a whole, and no circumstances have arisen which would or might reasonably be expected to result in such adverse change or deterioration;

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider Wentworth Group is or may become a party (whether as a plaintiff, defendant or otherwise) and no enquiry, review or investigation by, or complaint or reference to, any Relevant Authority or other investigative body against or in respect of any member of the Wider Wentworth Group having been instituted, announced, implemented or threatened by or against or remaining outstanding in respect of any member of the Wider Wentworth Group which in any such case has had or might reasonably be expected to have a material adverse effect on the Wider Wentworth Group taken as a whole or in the context of the Acquisition;

(iii) no contingent or other liability of any member of the Wider Wentworth Group having arisen or become apparent to M&P or increased which has had or might reasonably be expected to have an adverse effect on the Wider Wentworth Group taken as a whole or in the context of the Acquisition;

(iv) no enquiry or investigation by, or complaint or reference to, any Relevant Authority having been threatened, announced, implemented, instituted by or remaining outstanding against or in respect of any member by or the Wider Wentworth Group which in any case is material in the context of the Wider Wentworth Group taken as a whole or in the context of the Acquisition;

(v) no member of the Wider Wentworth Group having conducted its business in breach of any applicable laws and regulations and which is material in the context of the Wider Wentworth Group as a whole or material in the context of the Acquisition; and

(vi) no steps having been taken which are likely to result in the withdrawal, cancellation, termination or modification of any licence or permit held by any member of the Wider Wentworth Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which has had, or would reasonably be expected to have, an adverse effect on the Wider Wentworth Group taken as a whole or in the context of the Acquisition;

No discovery of certain matters

(j) save as Disclosed, M&P not having discovered:

(i) that any financial, business or other information concerning the Wider Wentworth Group as contained in the information publicly disclosed at any time by or on behalf of any member of the Wider Wentworth Group is materially misleading, contains a material misrepresentation of fact or omits to state a fact necessary to make that information not misleading and which was not subsequently corrected before the date of this Announcement by disclosure either publicly or otherwise to M&P or its professional advisers, in each case, to the extent which is material in the context of the Wider Wentworth Group taken as a whole or in the context of the Acquisition;

(ii) that any member of the Wider Wentworth Group or partnership, company or other entity in which any member of the Wider Wentworth Group has a significant economic interest and which is not a subsidiary undertaking of Wentworth, is subject to any liability (contingent or otherwise) which is not disclosed in the Wentworth Annual Report and Accounts, in each case, to the extent which is material in the context of the Wider Wentworth Group taken as a whole; or

(iii) any information which affects the import of any information disclosed at any time by or on behalf of any member of the Wider Wentworth Group and which is material in the context of the Wider Wentworth Group taken as a whole;

(k) save as Disclosed, M&P not having discovered that:

(i) any past or present member of the Wider Wentworth Group has failed to comply with any and/or all applicable legislation or regulation, of any jurisdiction with regard to the use, treatment, handling, storage, carriage, disposal, spillage, release, discharge, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health or animal health or otherwise relating to environmental matters or the health and safety of humans, or that there has otherwise been any such use, treatment, handling, storage, carriage, disposal, spillage, release, discharge, leak or emission (whether or not the same constituted a non-compliance by any person with any such legislation or regulations, and wherever the same may have taken place) any of which storage, carriage, disposal, spillage, release, discharge, leak or emission would be likely to give rise to any liability (actual or contingent) or cost on the part of any member of the Wider Wentworth Group and which is material in the context of the Wider Wentworth Group taken as a whole;

(ii) there is, or is likely to be, for any reason whatsoever, any liability (actual or contingent) of any past or present member of the Wider Wentworth Group to make good, remediate, repair, reinstate or clean up any property or any controlled waters now or previously owned, occupied, operated or made use of or controlled by any such past or present member of the Wider Wentworth Group (or on its behalf) or by any person for which a member of the Wider Wentworth Group is or has been responsible, or in which any such member may have or previously have had or be deemed to have had an interest, under any environmental legislation, regulation, notice, circular or order of any Relevant Authority and which is material in the context of the Wider Wentworth Group taken as a whole or in the context of the Acquisition;

(iii) circumstances exist (whether as a result of the making of the Acquisition or otherwise) which would be reasonably likely to lead to any Relevant Authority instituting, or whereby any member of the Wider M&P Group or any present or past member of the Wider Wentworth Group would be likely to be required to institute, an environmental audit or take any other steps which would in any such case be reasonably likely to result in any liability (whether actual or contingent) to improve, modify existing or install new plant, machinery or equipment or carry out changes in the processes currently carried out or make good, remediate, repair, re-instate or clean up any land or other asset currently or previously owned, occupied or made use of by any past or present member of the Wider Wentworth Group (or on its behalf) or by any person for which a member of the Wider Wentworth Group is or has been responsible, or in which any such member may have or previously have had or be deemed to have had an interest which is material in the context of the Wider Wentworth Group taken as a whole or in the context of the Acquisition; or

(iv) circumstances exist whereby a person or class of persons would be likely to have any claim or claims in respect of any product or process of manufacture or materials used therein currently or previously manufactured, sold or carried out by any past or present member of the Wider Wentworth Group which claim or claims would be likely, materially and adversely, to affect any member of the Wider Wentworth Group and which is material in the context of the Wider Wentworth Group taken as a whole or in the context of the Acquisition; and

Anti-corruption, economic sanctions, criminal property and money laundering

(l) save as Disclosed, M&P not having discovered that:

(i) (A) any past or present member, director, officer or employee of the Wider Wentworth Group is or has at any time engaged in any activity, practice or conduct which would constitute an offence under the UK Bribery Act 2010 or any other applicable anti-corruption or anti-bribery law, rule or regulation or any other applicable law, rule, or regulation concerning improper payments or kickbacks or (B) any person that performs or has performed services for or on behalf of the Wider Wentworth Group is or has at any time engaged in any activity, practice or conduct in connection with the performance of such services which would constitute an offence under the UK Bribery Act 2010 or any other applicable anti-corruption or anti-bribery law, rule or regulation or any other applicable law, rule, or regulation concerning improper payments or kickbacks; or

(ii) any asset of any member of the Wider Wentworth Group constitutes criminal property as defined by section 340(3) of the UK Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition) or proceeds of crime under any other applicable law, rule, or regulation concerning money laundering or proceeds of crime or any member of the Wider Wentworth Group is found to have engaged in activities constituting money laundering under any applicable law, rule, or regulation concerning money laundering; or

(iii) any past or present member, director, officer or employee of the Wider Wentworth Group, or any other person for whom any such person may be liable or responsible, is or has engaged in any conduct which would violate applicable economic sanctions or dealt with, made any investments in, made any funds or assets available to or received any funds or assets from:

a) any government, entity or individual in respect of which US or European Union persons, or persons operating in those territories, are prohibited from engaging in activities or doing business, or from receiving or making available funds or economic resources, by US or European Union laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control or HMRC; or

b) any government, entity or individual targeted by any of the economic sanctions of the United Nations, the United States, the United Kingdom, the European Union or any of its member states, save that this shall not apply if and to the extent that it is or would be unenforceable by reason of breach of any applicable Blocking Law; or

(iv) any past or present member, director, officer or employee of the Wider Wentworth Group, or any other person for whom any such person may be liable or responsible:

a) has engaged in conduct which would violate any relevant anti-terrorism laws, rules, or regulations, including but not limited to the U.S. Anti-Terrorism Act;

b) has engaged in conduct which would violate any relevant anti-boycott law, rule, or regulation or any applicable export controls, including but not limited to the Export Administration Regulations administered and enforced by the U.S. Department of Commerce or the International Traffic in Arms Regulations administered and enforced by the U.S. Department of State;

c) has engaged in conduct which would violate any relevant laws, rules, or regulations concerning human rights, including but not limited to any law, rule, or regulation concerning false imprisonment, torture or other cruel and unusual punishment, or child labour; or

d) is debarred or otherwise rendered ineligible to bid for or to perform contracts for or with any government, governmental instrumentality, or international organization or found to have violated any applicable law, rule, or regulation concerning government contracting or public procurement; or

(v) any member of the Wider Wentworth Group is or has been engaged in any transaction which would cause M&P to be in breach of any law or regulation upon its Acquisition to Wentworth Shareholders, including but not limited to the economic sanctions of the HMRC, or any other relevant government authority.

For the purposes of these Conditions the " Wider Wentworth Group " means Wentworth and its subsidiary undertakings, associated undertakings and any other undertaking in which Wentworth and/or such undertakings (aggregating their interests) have a significant interest, and the " Wider M&P Group " means M&P and its subsidiary undertakings, associated undertakings and any other undertaking in which M&P and/or such undertakings (aggregating their interests) have a significant interest and for these purposes subsidiary undertaking and undertaking have the meanings given by the UK Companies Act, associated undertaking has the meaning given by paragraph 19 of Schedule 6 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, other than paragraph 19(1)(b) of Schedule 6 to those regulations which shall be excluded for this purpose, and significant interest means a direct or indirect interest in 20 per cent. or more of the total voting rights conferred by the equity share capital (as defined in section 548 of the UK Companies Act).

Part 2 Waiver and invocation of Conditions

(a) The Acquisition will be subject to the satisfaction (or waiver, if permitted) of the Conditions set out in this Appendix 1, to the further terms set out in this Appendix 1, and to the full terms and conditions which will be set out in the Scheme Document.

(b) Subject to the requirements of the Panel, M&P reserves the right to waive (of capable of waiver), in whole or in part, all or any of the Conditions set out in Part 1 of Appendix 1 above, except for Condition 2, which cannot be waived. The deadlines in the Conditions set out at paragraphs 1(a) and 1(b) may also be extended to such later date as may be agreed in writing by M&P and Wentworth (with the Panel's consent and approval of the Court, if required). If any of the Conditions set out at paragraphs 1(a) and 1(b) are not satisfied by the relevant deadline specified in the relevant Condition, M&P shall make an announcement by 8.00 a.m. on the Business Day following such deadline confirming whether, subject to paragraph 3 below, it has invoked the relevant Condition, waived the relevant deadline or agreed with Wentworth to extend the relevant deadline.

(c) M&P shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as satisfied any of Conditions 3 (a) to (l) (inclusive) by a date earlier than the latest date specified above for the fulfilment of the relevant Condition, notwithstanding that the other Conditions to the Acquisition may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any such Condition(s) may not be capable of fulfilment.

(d) Under Rule 13.5(a) of the Code, M&P may not invoke a Condition so as to cause the Acquisition not to proceed or to be withdrawn unless the circumstances which give rise to the right to invoke the Condition are of material significance to M&P in the context of the Acquisition.

(e) M&P may only invoke a condition that is subject to Rule 13.5(a) with the consent of the Panel and any condition that is subject to Rule 13.5(a) may be waived by M&P.

(f) Conditions 1 and 2 are not subject to Rule 13.5(a) of the Code.

(g) Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

Conditions 3(a) to (l) inclusive must be fulfilled, be determined by M&P to be or remain satisfied or (if capable of waiver) be waived by M&P by 11.59 p.m. on the date immediately preceding the Court Sanction Hearing, failing which the Scheme shall lapse.

Part 3 Certain further terms of the Acquisition

1. M&P reserves the right to elect to implement the Acquisition by way of a takeover offer (as defined in Article 116 of the Jersey Companies Law). In such event, such offer will (unless otherwise determined by M&P and subject to the consent of the Panel) be implemented on the same terms and conditions subject to appropriate amendments to reflect the change in method of effecting the Acquisition, which may include changing the consideration structure under the terms of the Acquisition and (without limitation and subject to the consent of the Panel) an acceptance condition set at 90 per cent. (or such lesser percentage, being more than 50 per cent., as M&P may decide) of the voting rights then exercisable at a general meeting of Wentworth, including, for this purpose, any such voting rights attaching to Wentworth Shares that are unconditionally allotted or issued, and to any Treasury Shares which are unconditionally transferred or sold by Wentworth, before the takeover offer becomes or is declared unconditional, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise. The foregoing is subject to the terms of the Co-operation Agreement.

2. If M&P is required by the Panel to make an offer for Wentworth Shares under the provisions of Rule 9 of the Code, M&P may make such alterations to any of the above conditions as are necessary to comply with the provisions of that Rule.

3. The Scheme and the Acquisition and any dispute or claim arising out of, or in connection with, them (whether contractual or non-contractual in nature) will be governed by Jersey law and will be subject to the jurisdiction of the Court. 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.

4. The Wentworth Shares will be acquired under the Acquisition fully paid and free from all liens, equitable interests, charges, encumbrances, options, rights of pre-emption and any other third party rights or interests of any nature whatsoever and together with all rights attaching thereto, including the right to receive and retain all dividends and other distributions and returns of value declared, paid or made after the date of this Announcement. If any dividend or other distribution or return of value is proposed, declared, made, paid or becomes payable by Wentworth in respect of a Wentworth Share on or after the date of this Announcement and prior to the Effective Date, M&P will have the right to reduce the value of the consideration payable for each Wentworth Share by up to the amount per Wentworth Share of such dividend, distribution or return of value except where the Wentworth Share is or will be acquired pursuant to the Scheme on a basis which entitles M&P to receive the dividend, distribution or return of value and to retain it. If any such dividend or distribution or return of value is paid or made after the date of this Announcement and M&P exercises its rights described above, any reference in this Announcement to the consideration payable under the Scheme shall be deemed to be a reference to the consideration as so reduced. Any exercise by M&P of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Scheme.

appendix 2

SOURCES OF INFORMATION AND BASES OF CALCULATION

In this Announcement, unless otherwise stated or the context otherwise requires, the following bases and sources have been used:

1. The financial information relating to the M&P Group has been extracted or derived (without any adjustment) from the audited financial statements of M&P Group for the year ended 2021.

2. The financial information relating to Wentworth has been extracted or derived (without any adjustment) from the Wentworth Annual Report 2021 and Accounts and Wentworth's interim accounts for the 6-month period ended 30 June 2022. The cash balance for the period ended 31 October 2022 has been extracted from Wentworth's management accounts.

3. As at the close of business on the last Business Day prior to this Announcement, Wentworth had in issue 177,182,567 Wentworth Shares and held 3,000,000 Treasury Shares.

4. Any reference to the issued and to be issued share capital of Wentworth (excluding its Treasury Shares) is based on: (a) the 177,182,567 Wentworth Shares in issue not held in Treasury; and (b) a maximum of 11,785,049 LTIP Wentworth shares and 750,000 Wentworth share options at a 3.85 NOK strike price which may be issued on or after the date of this Announcement in connection with the Wentworth Share Schemes.

5. Unless otherwise stated, all prices for Wentworth Shares are closing middle market quotations derived from the London Stock Exchange Daily Official List (SEDOL).

6. The value of Wentworth's cash of US$30.2 million as at 1 November 2022, when expressed on a per share basis, is calculated by dividing this number by the issued and to be issued share capital of Wentworth as set out in paragraph 4 above.

7. Where amounts are shown in both US dollars and sterling in this announcement, an exchange rate of $1.23:£1 has been used (as at 2 December 2022).

8. Where amounts are shown in NOK in this announcement, an exchange rate of NOK11.99/£1 has been used (as at 25 November 2022).

appendix 3
IRREVOCABLE UNDERTAKINGS

Irrevocable undertakings from Wentworth Directors

The following Wentworth Directors have given irrevocable undertakings to, amongst other things, vote in favour (or procure a vote in favour) of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting in relation to the following Wentworth Shares currently held by them, as well as any further Wentworth Shares which they may become the registered or beneficial owner of or otherwise interested in.

Name	Number of Wentworth Shares	Percentage of Wentworth issued share capital (excluding Treasury Shares)
Katherine Roe	91,666	0.05%
Iain McLaren	372,890	0.21%

These irrevocable undertakings remain binding even in the event of a higher competing offer.

Irrevocable undertakings from other Wentworth Shareholders

The following Wentworth Shareholders have given irrevocable undertakings to, amongst other things, vote in favour (or procure a vote in favour) of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting in relation to the following Wentworth Shares currently held by them, as well as any further Wentworth Shares which they may become the registered or beneficial owner of or otherwise interested in.

Name	Number of Wentworth Shares	Percentage of Wentworth issued share capital (excluding Treasury Shares)
Vitol Energy (Bermuda) Ltd	16,813,535	9.49%
Robert McBean	9,605,385	5.42%
OVMK	13,127,352	7.41%

These irrevocable undertakings will cease to be binding if prior to the Scheme becoming effective any person other than M&P or any person acting in concert with M&P announces (a "Relevant Announcement" ) either (i) a firm intention (in accordance with Rule 2.7 of the Code) to make an offer (within the meaning of the Code) to acquire all the equity share capital of Wentworth (other than that already owned by the person making such offer) or (ii) the terms of a transaction which is subject to a Rule 9 waiver under which Wentworth issues new shares as consideration for an acquisition (as described in Note 1 to the Notes on Dispensations from Rule 9 of the Code) (each of (i) and (ii) being a "Competing Offer" ), provided that:

1. the Competing Offer is not subject to any pre-conditions;

2. the Competing Offer exceeds the offer price per Wentworth Share offered by M&P by of at least 10 per cent. and is not subject to any pre-conditions; and

3. M&P has not announced a firm intention to make a revised offer by 5.00 pm on the fifth business day after the date of the Relevant Announcement to an amount equal to or exceeding the value of the consideration per Wentworth Share of the Competing Offer.

The irrevocable undertaking from OVMK will also cease to be binding if and to the extent that OVMK disposes of any of the Wentworth Shares to which its irrevocable undertaking applies, which OVMK is permitted to do under terms of the irrevocable undertaking. Should OVMK dispose of any Wentworth Shares to which its irrevocable undertaking applies, an appropriate disclosure will be made in accordance with Rule 2.10 of the Takeover Code.

Appendix 4

DEFINITIONS

The following definitions apply throughout this document unless the context requires otherwise:

"Acquisition"	the proposed acquisition by M&P of the entire issued and to be issued share capital of Wentworth to be implemented by means of the Scheme or, should M&P so elect, by means of a Takeover Offer
"AIM"	the AIM Market operated by the London Stock Exchange
"Announcement"	this announcement and its Appendices
"Appendix"	any appendix to this Announcement
"Authorisations"	all authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals necessary or appropriate in any jurisdiction for, or in respect of, the Acquisition and the proposed acquisition of any Wentworth Shares, or of control of Wentworth, by M&P and to carry on the business of any member of the Wider M&P Group or of the Wider Wentworth Group
"Blocking Law"	any provision of Council Regulation (EC) No. 2271/1996 of 22 November 1996 (or any law implementing such Regulation in any Member State of the European Union) or any similar blocking or anti-boycott law
"Business Day"	a day (other than a Saturday or Sunday) on which banks are open for general business in London and St. Helier, Jersey
"Code"	the City Code on Takeovers and Mergers
"Conditions"	the conditions to the implementation of the Acquisition, which are as set out in Appendix 1 of this Announcement and to be set out in the Scheme Document
"Court"	the Royal Court of Jersey
"Court Meeting"	the meeting or meetings of Scheme Shareholders or any class or classes thereof to be convened by an order of the Court under Article 125 of the Jersey Companies Law, notice of which will be set out in the Scheme Document, to consider and if thought fit sanction the Scheme (with or without amendment) including any adjournment, postponement or reconvening thereof
"Court Order"	the Act of the Court sanctioning the Scheme under Article 125 of the Jersey Companies Law
"Court Sanction Hearing"	the final hearing of the Court to sanction the Scheme under Article 125 of the Jersey Companies Law
"Court Sanction Hearing Date"	the date of the Court Sanction Hearing
"CREST"	the relevant system (as defined in the Uncertificated Securities Regulations 2001 (SI 2001/3755), as it forms part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018) in respect of which Euroclear UK & Ireland Ltd is the Operator (as defined in said Regulations)
"Dealing Disclosure"	an announcement pursuant to Rule 8 of the Code containing details of dealings in interests in relevant securities of a party to an offer
"Disclosed"	the information which has been fairly disclosed (i) in the annual report and accounts of Wentworth for the year ended 31 December 2021; (ii) in any public announcement by Wentworth prior to the date of this Announcement by way of any Regulatory Information Service (including information the availability of which has been announced by way of any Regulatory Information Service); or (iii) in writing prior to the date of this Announcement by or on behalf of Wentworth to M&P (or their respective officers, employees, agents or advisers in their capacity as such), including (but not limited to) via the virtual data room operated on behalf of Wentworth in respect of the Acquisition or via email, and any information which is within the actual knowledge of M&P as operator of the Mnazi Bay gas field
"Effective"	in the context of the Acquisition: (i) if the Acquisition is implemented by way of Scheme, means the Scheme having become effective pursuant to its terms; or (ii) if the Acquisition is implemented by way of a Takeover Offer, such offer having become or been declared unconditional in all respects in accordance with its terms
"Effective Date"	the date on which the Acquisition becomes Effective
"EU Merger Regulation"	Council Regulation (EC) No. 139/2004
"FCA"	the Financial Conduct Authority of the United Kingdom, acting in its capacity as the competent authority for the purposes of FSMA
"FSMA"	the Financial Services and Markets Act 2000
"General Meeting"	the general meeting of the Wentworth Shareholders including any adjournments thereof (notice of which will be set out in the Scheme Document), to be convened to consider and, if thought fit pass, inter alia, the Resolutions
"Hannam & Partners"	H&P Advisory Limited of 3rd Floor, 7-10 Chandos Street, London, England, W1G 9DQ
"HMRC"	His Majesty's Revenue and Customs
"Jersey"	the Island of Jersey
"Jersey Companies Law"	the Companies (Jersey) Law 1991 (as amended)
"Last Accounts Date"	31 December 2021
"London Stock Exchange"	London Stock Exchange plc
"Long-Stop Date"	midnight on 31 December 2023 or such later date as may be agreed by M&P and Wentworth in writing with the Panel's consent
"LTIP"	the Wentworth Long-Term Incentive Plan, adopted on 14 August 2018 and amended on 15 June 2021
"Opening Position Disclosure"	an announcement pursuant to Rule 8 of the Code containing details of interests or short positions in, or rights to subscribe for, any relevant securities of a party to an offer
"Option Plan"	The Wentworth Stock Option Plan, established on 1 October 2010
"Merger Control Authority"	any national, supra-national or regional, government or governmental, quasi-governmental, statutory, regulatory or investigative body or court, in any jurisdiction, responsible for the review and/or approval of mergers, acquisitions, concentrations, joint ventures, or any other similar matter
"M&P"	M&P, a company incorporated in France with its registered office at 51 rue d'Anjou, 75008 Paris, France
"M&P Group"	M&P and its subsidiary undertakings
"Panel" or "Takeover Panel"	the Panel on Takeovers and Mergers
"Peel Hunt"	Peel Hunt LLP
"Registrar of Companies"	the Jersey Financial Services Commission acting as the registrar of companies in Jersey
"Regulatory Information Service" or "RIS"	a primary information provider which has been approved by the Financial Conduct Authority to disseminate regulated information
"Relevant Authority"	any government or governmental, quasi-governmental, supranational, statutory, administrative or regulatory body, authority, court, trade agency, association, institution, environmental body, Merger Control Authority or any other person or body in any jurisdiction
"Resolutions"	such shareholder resolutions of Wentworth as are necessary to approve, implement and effect the Scheme and the Acquisition, including (without limitation) a resolution to amend the articles of association of Wentworth by the adoption of a new article under which any Wentworth Shares issued or transferred after the General Meeting shall either be subject to the Scheme or (after the Effective Date) shall be immediately transferred to M&P (or as it may direct) in exchange for the same consideration as is due under the Scheme
"Restricted Jurisdiction"	any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Acquisition is sent or made available to Wentworth Shareholders in that jurisdiction
"Scheme" or "Scheme of Arrangement"	the scheme of arrangement proposed to be made under Article 125 of the Jersey Companies Law between Wentworth and the Scheme Shareholders to be set out in the Scheme Document, with or subject to any modification, addition or condition approved or imposed by the Court
"Scheme Document"	the document to be sent to Wentworth Shareholders setting out, amongst other things, the full terms and conditions of the Scheme and notices convening the Court Meeting and the General Meeting
"Scheme Record Time"	6.00pm on the Business Day immediately preceding the Effective Date
"Scheme Shareholders"	holders of Scheme Shares and a "Scheme Shareholder" shall mean any one of those scheme shareholders
"Scheme Shares"	the Wentworth Shares: (i) in issue at the date of the Scheme Document and which remain in issue at the Scheme Record Time; (ii) (if any) issued after the date of the Scheme Document but before the Voting Record Time and which remain in issue at the Scheme Record Time; and (iii) (if any) issued at or after the Voting Record Time but at or before the Scheme Record Time on terms that the holder thereof shall be bound by the Scheme or in respect of which the original or any subsequent holders thereof are, or have agreed in writing to be, bound by the Scheme and, in each case, which remain in issue at the Scheme Record Time (including, for the avoidance of doubt, any Wentworth Shares issued to satisfy the vesting of awards pursuant to the Wentworth Share Schemes), excluding, in any case, any Wentworth Shares held by or on behalf of M&P or the M&P Group at the Scheme Record Time
"Significant Interest"	in relation to an undertaking, a direct or indirect interest of 20 per cent. or more of the total voting rights conferred by the equity share capital (as defined in section 548 of the UK Companies Act) of such undertaking
"Stifel"	Stifel Nicolaus Europe Limited
"subsidiary" and "subsidiary undertaking"	have the meanings given to them in the UK Companies Act
"Takeover Offer"	has the meaning given in Article 116 (1) of the Jersey Companies Law
"Treasury Shares"	shares held as treasury shares as defined in Article 58A of the Jersey Companies Law
"UK" or "United Kingdom"	the United Kingdom of Great Britain and Northern Ireland
"UK Companies Act"	The UK Companies Act 2006
"United States", "US" or "U.S."	the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia, and all other areas subject to its jurisdiction
"Voting Record Time"	the time and date specified in the Scheme Document by reference to which entitlement to vote at the Court Meeting will be determined, expected to be 6.30pm on the day which is two days before the date of the Court Meeting or if the Court Meeting is adjourned, 6.30pm on the day which is two days before such adjourned meeting
"Wentworth"	Wentworth Resources plc, a company incorporated in Jersey with registered number 127571
"Wentworth Annual Report and Accounts"	the annual report and accounts of Wentworth for the year ended 31 December 2021
"Wentworth Group"	Wentworth and its subsidiary undertakings
"Wentworth Shareholders"	holders of Wentworth Shares
"Wentworth Shares"	the existing unconditionally allotted or issued and fully paid ordinary shares of no par value in the share capital of Wentworth and any further such shares which are unconditionally allotted or issued and fully paid, and any Treasury Shares unconditionally sold or transferred by Wentworth, in each case, before the date on which the Acquisition closes (or such earlier date(s) as M&P may, subject to the Code, determine), including any such shares so unconditionally allotted or issued pursuant to the exercise of options granted under the Wentworth Share Scheme
"Wentworth Share Schemes"	the Option Plan and the LTIP

All times referred to are London time unless otherwise stated.

All references to "GBP", "pence", "sterling" or "£" are to the lawful currency of the United Kingdom.

All references to statutory provision or law or to any order or regulation shall be construed as a reference to that provision, law, order or regulation as extended, modified, replaced or re-enacted from time to time and all statutory instruments, regulations and orders from time to time made thereunder or deriving validity therefrom.

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Wentworth Resources NPV (WEN)

Friday, 10th May 2024

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