Acquisition of significant interest in Venture ...
Acquisition of significant interest in Venture Production plc
Centrica PLC
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
Centrica plc (“Centricaâ€)
Acquisition of a significant interest in Venture Production plc (“Ventureâ€)
Centrica announces that its wholly owned subsidiary, Centrica Resources (UK) Limited, has acquired 33,016,611 ordinary shares of Venture for cash, equivalent to approximately 22.0 per cent. of Venture’s issued share capital, at a price of 725 pence per share and approximately £239.4 million in total.
Centrica, together with its concert parties, now holds a total of 33,445,180 ordinary shares of Venture, equivalent to approximately 22.3 per cent. of Venture’s issued share capital.
Centrica, through its broker, Goldman Sachs International, may acquire further shares in Venture.
Centrica is considering its options in relation to Venture, which could include making a possible cash offer for Venture. There can be no certainty that an offer will ultimately be made by Centrica for Venture.
Further announcements will be made as and when appropriate.
Enquiries:
| Phil Raper | Â | Goldman Sachs International | Â | 0207 774 1000 |
| Kieran McKinney | Centrica | 01753 494 900 |
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the “Codeâ€), if any person is, or becomes, “interested†(directly or indirectly) in 1% or more of any class of “relevant securities†of Venture, all “dealings†in any “relevant securities†of that company (including by means of an option in respect of, or a derivative referenced to, any such “relevant securitiesâ€) must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which any offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the “offer period†otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an “interest†in “relevant securities†of Venture, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all “dealings†in “relevant securities†of Venture by Centrica or Venture, or by any of their respective “associatesâ€, must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose “relevant securities†“dealings†should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel’s website at www.thetakeoverpanel.org.uk.
“Interests in securities†arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an “interest†by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel’s website. If you are in any doubt as to whether or not you are required to disclose a “dealing†under Rule 8, you should consult the Panel.
Goldman Sachs International, which is authorised and regulated in the United Kingdom by The Financial Services Authority, is acting for Centrica and Centrica Resources (UK) Limited in relation to the matters described in this announcement and is not advising any other person and accordingly will not be responsible to any person other than Centrica and Centrica Resources (UK) Limited for providing the protections afforded to the customers of Goldman Sachs International or for providing advice in relation to the matters described in this announcement.
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