6 July 2012
("SeaEnergy" or the "Company")
Proposed return of capital of up to £6.9 million by way of a Tender Offer
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN, CANADA OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL (EACH A "RESTRICTED JURIDISCTION")
THE TENDER OFFER IS NOT AVAILABLE TO SHAREHOLDERS WITH A REGISTERED ADDRESS IN, OR ANY PERSON RESIDENT IN (OR ANY PERSON WHO APPEARS AT ANY TIME TO THE DIRECTORS OF THE COMPANY TO BE RESIDENT IN), WHETHER DIRECTLY OR AS OR THROUGH A NOMINEE, TRUSTEE OR CUSTODIAN, ANY RESTRICTED JURISDICTION. OVERSEAS SHAREHOLDERS SHOULD NOTE THAT THEY SHOULD SATISFY THEMSELVES THAT THEY HAVE FULLY OBSERVED ANY APPLICABLE LEGAL REQUIREMENTS UNDER THE LAWS OF THEIR RELEVANT JURISDICTION IF THEY TENDER SHARES IN THE TENDER OFFER. THE ATTENTION OF SHAREHOLDERS WITH REGISTERED ADDRESSES OUTSIDE THE UNITED KINGDOM IS DRAWN TO THE PARAGRAPH HEADED "OVERSEAS SHAREHOLDERS" IN PART 2 OF THE CIRCULAR.
The Company announces that it is today publishing a circular to the shareholders of the Company (the "Circular") detailing the proposal to return surplus cash to Qualifying Shareholders by way of a proposed tender offer, pursuant to which Investec Bank plc ("Investec") will purchase, as principal, up to 19,197,442 Ordinary Shares, representing approximately 27.78 per cent. of the Company's existing issued Ordinary Shares at a price of 36 pence per Ordinary Share, which represents a premium of 32.7 per cent. over the closing mid-market price of the Ordinary Shares on 5 July of 27.12 pence, being the last dealing day before the date of this announcement. Investec has been granted an option to require the Company to purchase from it such Ordinary Shares (the "Repurchase"), which, if purchased by the Company, will then be cancelled.
If the maximum number of Ordinary Shares under the Tender Offer are acquired, this will result in an amount of approximately £6.9 million being paid to Qualifying Shareholders who accept the Tender Offer, which equates to 10 pence per Ordinary Share in issue immediately prior to completion of the Tender Offer.
The authorisation of the Repurchase and, accordingly, the implementation of the Tender Offer, requires, inter alia, the approval of Shareholders. Therefore attached to the Circular is notice of General Meeting of the Company to be held at the Marcliffe at Pitfodels, North Deeside Road, Aberdeen AB15 9YA on 25 July 2012 at 10.00 a.m.
The Circular will be posted to shareholders today and the Circular will shortly be available to view on the Company's website (http://www.seaenergy-plc.com).
The Directors of the Company are considered to be related parties to the Company and therefore the transaction is considered to be a related party transaction pursuant to Rule 13 of the AIM Rules for Companies. The Company's nominated adviser, Investec, consider that the terms of the transaction are fair and reasonable insofar as the Company's shareholders are concerned.
The Directors consider that the Tender Offer is in the best interests of the Company and of the Shareholders as a whole and therefore recommend unanimously that Shareholders vote in favour of the Tender Offer at the General Meeting, as the Directors intend to do in respect of the shareholdings in which they are interested, amounting in aggregate to 7,910,938 existing issued Ordinary Shares representing approximately 11.45 per cent. of the Company's existing issued ordinary share capital.
The Directors have undertaken not to accept the Tender Offer in respect of Ordinary Shares that they personally hold, being 1,208,558 existing issued Ordinary Shares representing approximately 1.75 per cent. of the Company's existing issued ordinary share capital, as they wish to leave their capital in the Company in order to increase their percentage holding in the Company in advance of delivery of the new energy services strategy.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Announcement of the Proposals 6 July 2012
Tender Offer opens 6 July 2012
Latest time and date for receipt of the Form of Proxy or 10.00 a.m. on 23 July 2012
CREST Proxy Instruction for the General Meeting
Latest time and date for receipt of Tender Forms or 1.00 p.m. on 24 July 2012
TTE Instructions from CREST holders in relation to the Tender Offer
Tender Offer Record Date 5.00 p.m. on 24 July 2012
General Meeting 10.00 a.m. on 25 July 2012
Announcement of results of Tender Offer 25 July 2012
Posting of cheques in respect of the Tender Offer, along with By 3 August 2012
any balance certificates or the crediting of CREST accounts
1. References in this announcement are to London times. If any of the above times or dates should change, the revised times and/or dates will be notified to Shareholders by an announcement on a Regulatory Information Service.
2. All events in the above timetable following the holding of the General Meeting are conditional on the passing of Resolution 1.
Terms used in this announcement shall have the meaning ascribed to them in the Circular unless otherwise stated.
For further information contact:
Chris Moar - Finance Director
+44 1224 748480
Investec Bank plc - NOMAD
James Grace, David Flin
+44 20 7597 4000
Pelham Bell Pottinger - Public Relations
Mark Antelme, Rollo Crichton-Stuart
+44 20 7861 3232