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 THAT JURISDICTION
FOR IMMEDIATE RELEASE
25 June 2012
Recommended Cash Offer
PTTEP Africa Investment Limited (a wholly-owned subsidiary of PTT Exploration and Production Public Company Limited)
Cove Energy plc
Extension of Offer and Offer Update
On 23 May 2012, the boards of directors of PTT Exploration and Production Public Company Limited ("PTTEP") and Cove Energy plc ("Cove") announced that they had reached agreement on the terms of a recommended cash offer for the entire issued and to be issued share capital of Cove, to be made by PTTEP Africa Investment Limited ("PTTEP AI"), a wholly-owned subsidiary of PTTEP (the "Offer"). The full terms of, and conditions to, the Offer and the procedure for acceptance were set out in the offer document issued by PTTEP AI on 1 June 2012 (the "Offer Document").
Capitalised terms used in this announcement have the meanings given to them in the Offer Document.
Level of Acceptances
As at 1:00 p.m. (London time) on 22 June 2012 (being the first closing date of the Offer), PTTEP AI had received valid acceptances from Cove Shareholders in respect of 1,206,132 Cove Shares representing approximately 0.25 per cent. of the existing issued share capital of Cove, which PTTEP AI may count towards the satisfaction of the acceptance condition to the Offer. So far as PTTEP AI is aware, none of these acceptances have been received from persons acting in concert with PTTEP AI.
Extension of the Offer
The Offer, which remains subject to the terms and conditions set out in the Offer Document, is being extended and will remain open for acceptance until the next closing date which will be 1:00 p.m. (London time) on 6 July 2012.
Should there be any further extension of the Offer this will be publically announced by 8.00 a.m. (London time) on the business day following the day on which the Offer is otherwise due to expire, or such later time or date as the Panel may agree.
Procedure for acceptance of the Offer
Cove Shareholders who have not yet accepted the Offer are urged to do so by the following deadlines:
· If you hold Cove Shares in certificated form (that is, not in CREST), you should complete and return the Form of Acceptance as soon as possible and in any event so as to be received by the Receiving Agent, Computershare Investor Services (Ireland) Limited, no later than 1.00 p.m. (London time) on 6 July 2012.
· If you hold your Cove Shares in uncertificated form (that is, in CREST), you should ensure that an electronic acceptance is made by you or on your behalf and that settlement is made no later than 1.00 p.m. (London time) on 6 July 2012.
Full details of how to accept the Offer are set out in the Offer Document, a copy of which is available at PTTEP's website at http://www.pttep.com/en/investorRelations.aspx.
Interests in relevant securities
As at close of business on 21 June 2012 (being the latest practicable date prior to the publication of this announcement), neither PTTEP AI, nor any person acting in concert with PTTEP AI, is interested in, has any rights to subscribe for any relevant securities of Cove nor does any such person have any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative or any arrangement in relation to any relevant securities of Cove. For these purposes, "arrangement" includes any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of any relevant securities of Cove and any borrowing or lending of any relevant securities of Cove which have not been on-lent or sold and any outstanding irrevocable commitment or letter of intent with respect to any relevant securities of Cove.
A copy of this announcement will be made free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on PTTEP's website at http://www.pttep.com/en/investorRelations.aspx by no later than 12 noon (London time) on 26 June 2012.
PTT Exploration and Production Public Company Limited (Investor relations)
Energy Complex Building A
6th Floor & 19th - 36th Floor
555/1 Vibhavadi Rangsit Road
Bangkok 10900 Thailand
Phone: +66 (0) 2537 4000
Fax: +66 (0) 2537 4444
UBS Investment Bank (Financial adviser to PTTEP) +44 (0) 20 7567 8000
Brunswick Group (PR adviser to PTTEP) +44 (0) 20 7404 5959
UBS, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser to PTTEP and PTTEP AI in relation to the Offer and no-one else and will not be responsible to anyone other than PTTEP and PTTEP AI for providing the protections offered to clients of UBS or for providing advice in relation to the Offer or the contents of this announcement or any transaction or arrangement referred to herein. UBS does not accept any responsibility whatsoever to any person other than PTTEP or PTTEP AI for the contents of this announcement or for any statement made or purported to be made by it or on its behalf in connection with the Offer. UBS accordingly disclaims all and any liability whether arising in tort, contract or otherwise which it might otherwise have in respect of this announcement or any such statement.
This announcement is for information purposes only and is not intended to be, and does not constitute or form any part of, any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. This announcement does not constitute a prospectus or prospectus equivalent document. The Offer is made solely pursuant to the terms of the Offer Document which contains the full terms and conditions of the Offer, including details of how to accept the Offer. Any decision in respect of, or other response to, the Offer should be made only on the basis of the information contained in the Offer Document.
The laws of relevant jurisdictions may affect the availability of the Offer to persons who are not citizens, residents or nationals of the United Kingdom. Persons who are not resident in the United Kingdom, or who are citizens, residents or nationals of a jurisdiction outside of the United Kingdom, should inform themselves about and observe any applicable legal and regulatory requirements. Any failure to comply with the laws and regulatory requirements of the relevant jurisdiction may constitute a violation of the securities laws of such jurisdiction.
Unless otherwise determined by PTTEP AI or required by the Takeover Code and permitted by applicable law and regulation, the Offer is not and will not be made, directly or indirectly, in or into, or by the use of the mails of, or by any means or instrumentality (including, without limitation, by mail, telephonically or electronically by way of internet or otherwise) of interests or foreign commerce of, or by any facilities of a national, state or other securities exchange of any Restricted Jurisdiction, and the Offer may not be accepted by any other such use, means, instrumentality or facility from or within any Restricted Jurisdiction. Accordingly, unless otherwise determined by PTTEP AI or required by the Takeover Code and permitted by applicable law and regulation, copies of this announcement and any other documents related to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction. All persons receiving this announcement (including, without limitation, custodians, nominees and trustees) should observe these restrictions and any applicable legal or regulatory requirements of their jurisdiction and must not mail or otherwise forward, send or distribute this announcement in, into or from any Restricted Jurisdiction.
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and/or regulation and therefore any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements.
The Offer is for the securities of a corporation organised under the laws of England and is and will be subject to the procedure and disclosure requirements of England. Since this announcement has been prepared in accordance with English law and the Takeover Code, the information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.
Notice to US investors
The Offer is being made for securities of a corporation organized under the laws of England, and Cove Shareholders in the United States should be aware that this announcement, the Offer Document and any other documents relating to the Offer have been or will be prepared in accordance with the Takeover Code, the AIM Rules and UK disclosure requirements, format and style, all of which differ from those generally applicable in the United States. The financial statements of PTTEP and Cove and all financial information that is included in this announcement, or that may be included in the formal offer documentation or any other documents relating to the Offer, have been or will be prepared otherwise than in accordance with US GAAP and may not be comparable to the financial statements or other financial information of US companies.
The Offer is for the securities of a non-US company which does not have securities registered under Section 12 of the US Securities Exchange Act. The Offer is being made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the US Securities Exchange Act, subject to the exemptions provided by Rule 14d-1 under the US Securities Exchange Act and otherwise in accordance with the requirements of the Takeover Code. Accordingly, the Offer is and will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and laws. In the United States, the Offer will be deemed made solely by PTTEP AI and not by any of its financial advisers.
In accordance with, and to the extent permitted by, the Takeover Code, normal UK market practice and Rule 14e-5 under the US Securities Exchange Act, PTTEP AI or its nominees, or its brokers (acting as agents) or their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, Cove Shares outside the United States, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Such purchases, or arrangements to purchase, will comply with all applicable UK rules, including the Takeover Code and the rules of the London Stock Exchange, and Rule 14e-5 under the US Securities Exchange Act to the extent applicable. In addition, in accordance with, and to the extent permitted by, the Takeover Code, normal UK market practice and Rule 14e-5 under the US Securities Exchange Act, UBS and its respective affiliates will continue to act as exempt principal traders in Cove Shares on the London Stock Exchange and engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law. Any information about such purchases will be disclosed as required in the UK and will be available to all investors (including Cove Shareholders in the United States) from any Regulatory Information Service including the Regulatory News Service on the London Stock Exchange website, www.londonstockexchange.com.
Each Cove Shareholder in the United States is urged to consult with his independent professional adviser regarding any acceptance of the Offer including, without limitation, to consider the tax consequences associated with such shareholder's acceptance of the Offer.
Neither the SEC nor any other United States state securities commission has approved or disapproved the Offer, or passed judgment upon the adequacy or completeness of this announcement or the Offer Document. Any representation to the contrary is a criminal offence.
It may be difficult for Cove Shareholders in the United States to enforce their rights and any claim arising out of the US federal securities laws, since PTTEP AI and Cove are incorporated under the laws of countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. Cove Shareholders in the United States may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment or jurisdiction.