Mailing of Venture Production plc Offer Document
Mailing of Venture Production plc Offer Document
Centrica PLC
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY RESTRICTED JURISDICTION OR ANY OTHER JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
16 July 2009
Centrica plc
Final Cash Offer by Centrica Resources
(UK) Limited, a wholly-owned subsidiary of
Centrica plc, for
Venture Production plc
Posting of Offer Document
Following the announcement, on 10 July 2009, by Centrica Resources (UK) Limited (“Centrica Resources†or the “Offerorâ€) regarding the terms of a final cash offer to acquire the entire issued (and to be issued) share capital of Venture Production plc (“Ventureâ€), not already held by it, at an offer price of 845 pence per share (the “Offerâ€), Centrica Resources announces that the offer document (the “Offer Documentâ€) containing the full terms of, and conditions to, the Offer is being posted to Shareholders today together with the Form of Acceptance.
The Offer is final and will not be increased, except that Centrica Resources reserves the right to revise and/or increase the Offer if a competitive situation arises.
The Offer will initially remain open for acceptance until 1.00pm (London time) on 13 August 2009.
To accept the Offer in respect of Shares held in certificated form (that is, not in CREST), Shareholders should complete, sign and return the Form of Acceptance, which accompanies the Offer Document together with their share certificate(s) or other relevant document(s) of title, in accordance with the instructions contained therein and set out in the Offer Document, as soon as possible and, in any event, so as to be received by Equiniti (Centrica Resources’ registrar) by no later than 1.00pm (London time) on 13 August 2009.
To accept the Offer in respect of Shares held in uncertificated form (that is, in CREST), Shareholders should follow the procedure for electronic acceptance through CREST in accordance with the instructions set out in the Offer Document so that the TTE Instruction settles as soon as possible and, in any event, by no later than 1.00pm (London time) on 13 August 2009.
The Offer Document and the Form of Acceptance will be available for inspection during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the office of Slaughter and May at One Bunhill Row, London EC1Y 8YY until the end of the Offer Period. A copy of the Offer Document is also available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on Centrica plc’s (“Centricaâ€) website at www.centrica.com during the course of the Offer.
Capitalised terms used but not defined in this announcement shall have the meaning given to them in the Offer Document.
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Enquiries |
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| Centrica Investor Relations | 01753 494 900 | |||||||
| Centrica Media Relations | 08450 728 001 | |||||||
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| Julian Metherell | Goldman Sachs International | 020 7774 1000 | ||||||
| Mark Sorrell | ||||||||
| Phil Raper | ||||||||
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| Bob McGuire | J.P. Morgan Cazenove | 020 7588 2828 | ||||||
| Barry Weir | ||||||||
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| Mark Crossley | RBS | 020 7678 8000 | ||||||
| Andrew Foster | ||||||||
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This announcement does not constitute or form part of any offer or invitation to sell or purchase any securities or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, pursuant to the Offer or otherwise. The Offer will be made solely by the Offer Document which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. Please carefully read the Offer Document in its entirety before making a decision with respect to the Offer.
Goldman Sachs International, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Centrica and Centrica Resources as financial adviser in relation to the Offer and is not acting for or advising any other person and accordingly will not be responsible to any person other than Centrica and Centrica Resources for providing the protections afforded to the customers of Goldman Sachs International or for providing advice in relation to the contents of this announcement or any offer or arrangements referred to herein or in the Offer Document.
J.P. Morgan Cazenove, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Centrica and Centrica Resources as financial adviser in relation to the Offer and is not acting for or advising any other person and accordingly will not be responsible to any person other than Centrica and Centrica Resources for providing the protections afforded to the customers of J.P. Morgan Cazenove or for providing advice in relation to the contents of this announcement or any offer or arrangements referred to herein or in the Offer Document.
RBS Corporate Finance Limited and RBS Hoare Govett Limited, which are authorised and regulated in the United Kingdom by the Financial Services Authority, are acting for Centrica and Centrica Resources as financial advisers in relation to the Offer and are not acting for or advising any other person and accordingly will not be responsible to any person other than Centrica and Centrica Resources for providing the protections afforded to the customers of RBS Corporate Finance Limited and RBS Hoare Govett Limited or for providing advice in relation to the contents of this announcement or any offer or arrangements referred to herein or in the Offer Document.
The Offer is made solely by Centrica Resources and neither Goldman Sachs International nor J.P. Morgan Cazenove nor RBS Corporate Finance Limited nor RBS Hoare Govett Limited nor any of their respective affiliates are making the Offer.
The Offer is for the securities of a corporation organised under the laws of Scotland and is subject to the procedure and disclosure requirements of the United Kingdom, which are different from those of the United States. The Offer is being made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the US Securities Exchange Act of 1934, as amended (the “Exchange Actâ€), subject to the exemptions provided by Rule 14d-1(d) under the Exchange Act and otherwise in accordance with the requirements of The City Code on Takeovers and Mergers (the “Codeâ€). Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, the offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and laws.
It may be difficult for US holders of Shares and other securities to enforce their rights and any claim arising out of the US federal securities laws, since Centrica Resources and Centrica and Venture are located outside of the United States, and some or all of their officers and directors may be resident outside of the United States. US holders of Venture securities may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the US securities laws. Further, it may be difficult to compel a foreign company and its affiliates to subject themselves to a US court's judgment.
To the extent permitted by applicable law, in accordance with, and to the extent permitted by, the Code and normal UK market practice and Rule 14e-5 under the Exchange Act, Centrica Resources or its nominees or brokers (acting as agents) or their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, Shares, 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 Code and the rules of the London Stock Exchange, and Rule 14e-5 under the Exchange Act to the extent applicable. In addition, in accordance with, and to the extent permitted by, the Code, normal UK market practice and Rule 14e-5 under the Exchange Act, Goldman Sachs International, J.P. Morgan Cazenove, RBS Corporate Finance Limited, RBS Hoare Govett Limited and their respective affiliates will continue to act as exempt principal traders in Shares on the London Stock Exchange and engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law, including Rule 14e-5 under the Exchange Act. Any information about such purchases will be disclosed on a next day basis to the Panel on Takeovers and Mergers and will be available from any Regulatory Information Service including the Regulatory News Service on the London Stock Exchange website, www.londonstockexchange.com. To the extent that such information is made public in the United Kingdom, this information will also be publicly disclosed in the United States.
The receipt of cash pursuant to the Offer by a US Shareholder will be a taxable transaction for US federal income tax purposes. Please see Part I of the Offer Document for a discussion of certain UK and US federal income tax consequences of the Offer. Each holder of Venture securities is urged to consult his independent professional adviser immediately regarding the tax consequences of acceptance of the Offer.
The distribution of the Offer Document in jurisdictions other than the United Kingdom or the United States may be restricted by the laws of those jurisdictions and therefore persons into whose possession the Offer Document comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.
The Offer is not directed to Shareholders located in the US state of Oregon. Centrica Resources will not accept securities tendered by, or make cash payments to, Shareholders located in Oregon unless such Shareholder is represented by and acting through a broker-dealer registered in Oregon who accepts responsibility for effecting the transaction.
Unless otherwise determined by Centrica Resources, the Offer is not being, and will not be, made, directly or indirectly, in or into or by the use of the mails of, or by any other means (including, without limitation, electronic mail, facsimile transmission, telex, telephone, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facility of a national securities exchange of any Restricted Jurisdiction and will not be capable of acceptance by any such use, means or facility or from within any such Restricted Jurisdiction. Accordingly, unless otherwise determined by Centrica Resources, copies of documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send any such documents in or into or from any such Restricted Jurisdiction, as doing so may invalidate any purported acceptance of the Offer. Any person (including, without limitation, custodians, nominees and trustees) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward the Offer Document and/or any other related document to any jurisdiction outside the United Kingdom or the United States should inform themselves of, and observe, any applicable legal or regulatory requirements of any relevant jurisdiction. Neither the US Securities and Exchange Commission (the 'SEC') nor any US state securities commission has approved or disapproved the Offer or passed upon the adequacy or completeness of the Offer Document. Any representation to the contrary is a criminal offence.
The Offer Document has been prepared for the purposes of complying with English and Scottish law and the Code and the information disclosed may not be the same as that which would have been disclosed if the Offer Document had been prepared in accordance with the laws and regulations of any jurisdiction outside of England or Scotland.
Reduction of the Acceptance Condition
The Offer is conditional, amongst other things, on valid acceptances being received (and not, where permitted, withdrawn) by 13 August 2009 so as to result in Centrica Resources having received pursuant to the Offer or otherwise such number of Shares so as to give it an interest of over 50 per cent. of the fully diluted ordinary share capital of Venture or such lower percentage as Centrica Resources may decide provided that such condition will not be satisfied unless Centrica Resources and/or any other members of the Centrica Group shall have acquired or agreed to acquire, whether pursuant to the Offer or otherwise, Shares carrying in aggregate more than 50 per cent. of the voting rights then normally exercisable at general meetings of Venture (the 'Acceptance Condition'). Centrica Resources reserves the right to reduce the percentage of Shares required to satisfy the Acceptance Condition at any time prior to all the Conditions being satisfied, fulfilled or, where permitted, waived.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, “interested†(directly or indirectly) in 1 per cent. 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 p.m. on the Business Day following the date of the relevant transaction. This requirement will continue until the date on which the 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 on the 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 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.
Venture American Depositary Shares
The Offer shall not extend to American Depositary Shares (“Venture ADSsâ€) with respect to Shares. In order for holders of Venture ADSs to participate in the Offer, such holders would need first to withdraw their underlying Shares from the relevant depositary facility, by exchanging their Venture ADSs with the relevant depositary for the underlying Shares in time to be able to participate in the Offer, or make such other arrangements as the depositary may agree to in order for it to accept the offer on their behalf.
Publication on Centrica website
A copy of this announcement and the Offer Document is and will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on Centrica's website at www.centrica.com during the course of the Offer.
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