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Cove Energy PLC (COV)

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Tuesday 17 July, 2012

Cove Energy PLC

Offer Update and Recommendation

RNS Number : 8530H
Cove Energy PLC
17 July 2012
 



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

 

 

17 July 2012

 

FOR IMMEDIATE RELEASE

 

Cove Energy plc (the "Company" or "Cove")

 

Offer Update & Recommendation

 

Cove notes the announcement made on 16 July 2012 by Shell Exploration and Production (XL) B.V. ("Shell") in relation to its offer of 220 pence in cash for each share of Cove, stating that Shell has decided not to revise its offer and not to take part in the Auction Procedure devised and announced by the Takeover Panel on 13 July 2012.

Cove further notes the announcement made on 16 July 2012 by PTTEP Africa Investment Limited in relation to its offer of 240 pence in cash for each share of Cove (the "PTTEP Offer"), extending the PTTEP Offer to remain open for acceptance until 1:00 p.m. (London time) on 25 July 2012 (the "Closing Date").

Recommendation

The board of Cove (the "Board"), having already recommended the PTTEP Offer, continues to believe that it is in the best interests of Cove's shareholders to accept the PTTEP Offer. The Board strongly recommends that Cove's shareholders tender their acceptances to the PTTEP Offer as soon as possible and in any event before the Closing Date.

 

Other

A presentation on the Company's activities was uploaded to its website following the Annual General Meeting of the Company held on the 20th June 2012 and this presentation is available on the Company's website - www.cove-energy.com.

 

For further information please contact:

 

Standard Chartered (Financial Adviser to Cove)                     +44 20 7885 8888

Amer Baig

Geraldine Murphy

Rob Tims

Hein Pieter Boers

Aditya Yadav

 

Cenkos Securities plc (Nominated Adviser and Broker to Cove)

Jon Fitzpatrick                                                                                     +44 20 7397 8900

Ken Fleming                                                                                        +44 131 220 6939

Joe Nally (Corporate Broking)                                                           +44 20 7397 8900

 

FTI Consulting                                                                                  +44 20 7831 3113

Billy Clegg

Edward Westropp

 

A copy of this announcement will be available at www.cove-energy.com. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

 

Standard Chartered Bank ("Standard Chartered"), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Cove and for no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Cove for providing the protections afforded to clients of Standard Chartered nor for giving advice in relation to the matters described in this announcement.

 

Cenkos Securities plc (which is authorised and regulated in the United Kingdom by the Financial Services Authority under FSA number 416932) is acting exclusively as Nominated Adviser and Broker to the Company and is not acting for or advising any other person and accordingly will not be responsible to any person other than the Company for providing advice in relation to the contents of this announcement. Neither Cenkos Securities plc 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 customer of Cenkos Securities plc in connection with this announcement, any statement contained herein or otherwise.

 

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise. The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

 

Disclosure requirements of the Takeover Code ("the Code")

 

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 paper 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 paper 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 paper 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 paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper 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 paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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 paper offeror, 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 paper 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.

 

 

- Ends -


This information is provided by RNS
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