Offer for medOil
Cairn Energy PLC
07 September 2007
7 September 2007
Not for release, publication or distribution, in whole or in part, in or into or
from the United States, Canada, Australia, Japan or any jurisdiction where to do
so would constitute a violation of the relevant laws of such jurisdiction
Recommended Cash Offer
by Jefferies International Limited
on behalf of
Capricorn Petroleum Limited
a subsidiary of
Cairn Energy PLC
for
medOil plc
Summary:
• The Boards of Cairn and medOil are pleased to announce that they have
today reached agreement on the terms of a recommended cash offer to be made by
Jefferies International on behalf of Capricorn for the whole of the issued and
to be issued share capital of medOil.
• Under the terms of the Offer, medOil Shareholders will be entitled to
receive 23 pence per medOil Share in cash. On this basis, the terms of the Offer
value the entire existing issued and to be issued share capital of medOil at
approximately £14.9 million.
• The Offer Price represents a premium of:
- approximately 19.5 per cent. to the Closing Price of 19.25 pence per
medOil Share on 6 September 2007 (being the last Business Day prior to this
announcement); and
- approximately 19.8 per cent. to the average Closing Price of 19.2
pence per medOil Share for the 30 calendar days ended 6 September 2007 (being
the last Business Day prior to this announcement).
• The medOil Directors have agreed unanimously to recommend that medOil
Shareholders accept the Offer, when made, as each of the medOil Directors has
irrevocably undertaken to do (or procure to be done) once the Offer has been
made in respect of his own beneficial holding of medOil Shares (amounting, in
aggregate to 13,346,667 medOil Shares, representing approximately 24.7 per cent.
of the existing issued share capital of medOil). In addition, those of the
medOil Directors who hold medOil Warrants and one other holder of medOil
Warrants have undertaken, conditional upon the Offer becoming or being declared
unconditional in all respects, to surrender the medOil Warrants held by them
(which entitle them to subscribe for an aggregate of 10,600,000 medOil Shares)
in exchange for a cash cancellation payment per medOil Warrant based upon the
Offer Price, from Capricorn.
• Capricorn has also received an irrevocable undertaking to accept the
Offer from one other medOil shareholder, in respect of 5,833,333 medOil Shares,
representing approximately 10.8 per cent. of the existing issued share capital
of medOil.
• Accordingly, Capricorn has received irrevocable undertakings in
respect of, in aggregate, 19,180,000 medOil Shares, representing approximately
35.5 per cent. of medOil's existing issued share capital.
• Capricorn has received non-binding letters of intent to accept the
Offer from Universities Superannuation Scheme in respect of 4,393,889 medOil
Shares representing approximately 8.1 per cent. of the existing issued share
capital of medOil and from Aerion Fund Management with respect to its
shareholding in medOil which Capricorn understands is 2,013,889 medOil Shares
representing approximately 3.7 per cent. of the existing issued share capital of
medOil.
Commenting on the Offer, Mike Watts, Exploration and New Business Director of
Cairn and Chief Executive Officer of Capricorn Energy, said:
'Capricorn is making the Offer for medOil to establish a position in oil
exploration, offshore Tunisia. medOil has a 100 per cent. interest in the Louza
Permit where four wells have been drilled, two in the 1970's, two in the 1990's,
which resulted in one discovery, one well with oil shows and two dry holes.
medOil has recently acquired high quality 3-D seismic over part of the block.'
John Lander, Chairman of medOil, said:
'The Offer provides medOil Shareholders with an opportunity to lock-in value at
an attractive premium to the market value at a time when markets are
experiencing considerable volatility. The offer from Cairn reflects the quality
of the medOil exploration portfolio.'
ENQUIRIES
For further information contact:
Cairn/Capricorn
Mike Watts 0131 475 3000
Jann Brown
Simon Thomson
Jefferies International
Richard Kent 020 7618 3713
medOil
John Lander 020 7921 0001
Arden Partners
Chris Hardie 020 7398 1639
Steve Douglas 0121 423 8943
This summary should be read in conjunction with, and is subject to, the full
text of the attached Announcement (including its appendices). Appendix I sets
out the conditions to and certain further terms of the Offer. Appendix II sets
out the bases and sources of certain financial information contained in this
summary and in the attached Announcement. Appendix III contains certain details
in respect of irrevocable undertakings given to Capricorn. Appendix IV contains
definitions of certain expressions used in this summary and in the attached
Announcement.
The Offer Document and the Form of Acceptance will be posted to medOil
Shareholders as soon as practicable and, in any event, within 28 days of this
Announcement, except otherwise with the consent of the Panel.
Jefferies International, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting as financial adviser to Cairn and
Capricorn in connection with the Offer and no-one else and will not be
responsible to anyone other than Cairn and Capricorn for providing the
protections afforded to customers of Jefferies International or for providing
advice in relation to the Offer.
Arden Partners, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting for medOil in connection with the Offer
and no-one else and will not be responsible to anyone other than medOil for
providing the protections afforded to clients of Arden Partners or for providing
advice in relation to the Offer.
Neither this summary nor the attached Announcement constitutes, or forms part
of, an offer or an invitation to purchase or subscribe for any securities. The
Offer will be made solely by the Offer Document and (in the case of medOil
Shares held in certificated form) the Form of Acceptance, which together will
contain the full terms and conditions of the Offer, including details of how the
Offer may be accepted.
The availability of the Offer to persons who are not resident in the United
Kingdom may be affected by the laws of their relevant jurisdiction. Such
persons should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction. Further details in relation to
overseas shareholders will be contained in the Offer Document.
Unless otherwise determined by Capricorn, and subject to any dispensation
required from the Panel, the Offer 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, telephonically or electronically) of interstate
or foreign commerce of, or through any facilities of a national securities
exchange of, the United States, Canada, Australia or Japan or any other
jurisdiction if to do so would constitute a violation of the relevant laws of
such jurisdiction, and the Offer, when made, should not be accepted by any such
use, means, instrumentality or facilities or from or within the United States,
Canada, Australia or Japan or any such other jurisdiction. Accordingly, copies
of this summary and the attached Announcement are not being, and must not be
mailed or otherwise forwarded, distributed or sent in, into or from the United
States, Canada, Australia or Japan and all persons receiving this summary and
the attached Announcement (including nominees, trustees and custodians) must not
mail or otherwise forward, distribute or send it in, into or from the United
States, Canada, Australia or Japan. Doing so may render invalid any purported
acceptance of the Offer. Notwithstanding the foregoing, Capricorn will retain
the right to permit the Offer to be accepted and any sale of securities pursuant
to the Offer to be completed if, in its sole discretion, it is satisfied that
the transaction in question can be undertaken in compliance with applicable law
and regulation.
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% or more of any class of 'relevant
securities' of medOil, 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 securities') 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 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 medOil,
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 medOil or any of their respective 'associates', 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.
7 September 2007
Not for release, publication or distribution, in whole or in part, in or into or
from the United States, Canada, Australia, Japan or any jurisdiction where to do
so would constitute a violation of the relevant laws of such jurisdiction
Recommended Cash Offer
by Jefferies International Limited
on behalf of
Capricorn Petroleum Limited
a subsidiary of
Cairn Energy PLC
for
medOil plc
1. Introduction
The Boards of Cairn and medOil are pleased to announce that they have today
reached agreement on the terms of a recommended cash offer to be made by
Jefferies International on behalf of Capricorn for the whole of the issued and
to be issued share capital of medOil. The medOil Directors have agreed
unanimously to recommend the Offer.
2. The Offer
The Offer, which will be subject to the conditions and further terms set out, or
referred to, in Appendix I to this Announcement and to be set out in the Offer
Document and (in the case of medOil Shares held in certificated form) in the
Form of Acceptance, will be made by Jefferies International on behalf of
Capricorn on the following basis:
for every medOil Share 23 pence in cash
The Offer values the entire existing issued and to be issued share capital of
medOil at approximately £14.9 million.
The Offer Price represents a premium of:
• approximately 19.5 per cent. to the Closing Price of 19.25 pence per
medOil Share on 6 September 2007 (being the last Business Day prior to this
Announcement); and
• approximately 19.8 per cent. to the average Closing Price of approximately
19.2 pence per medOil Share for the 30 calendar days ended 6 September 2007
(being the last Business Day prior to this Announcement).
Details of the further terms of and conditions to the Offer are set out below
and in Appendix I to this Announcement.
The conditions include a specific reference to the extension of medOil's
interests in the Louza permit (condition (b) in Part A of Appendix I). An
application to extend those interests is pending. A decision in respect of that
application may be made before the Offer becomes or is declared unconditional in
all respects. If that application is refused, then Capricorn may (but only with
the consent of the Panel) invoke that condition and withdraw the Offer.
3. Irrevocable undertakings
Capricorn has received irrevocable undertakings to accept the Offer from each of
the medOil Directors in respect of, in aggregate 13,346,667 medOil Shares,
representing approximately 24.7 per cent. of the existing issued share capital
of medOil.
Capricorn has also received an irrevocable undertaking to accept the Offer from
one other medOil Shareholder, in respect of, 5,833,333 medOil Shares,
representing approximately 10.8 per cent. of the existing issued share capital
of medOil.
Accordingly, irrevocable undertakings to accept the Offer have been received by
Capricorn in respect of, in aggregate, 19,180,000 medOil Shares representing
approximately 35.5 per cent. of medOil's existing issued share capital.
In addition, those of the medOil Directors who hold medOil Warrants and one
other holder of medOil Warrants have undertaken, conditional upon the Offer
becoming or being declared unconditional in all respects, to surrender the
medOil Warrants held by them to subscribe for an aggregate of 10,600,000 medOil
Shares in exchange for a cash cancellation payment from Capricorn.
Capricorn has received non-binding letters of intent to accept the Offer from
Universities Superannuation Scheme in respect of 4,393,889 medOil Shares
representing approximately 8.1 per cent. of the existing issued share capital of
medOil and from Aerion Fund Management with respect to its shareholding in
medOil which Capricorn understands is 2,013,889 medOil Shares representing
approximately 3.7 per cent. of the existing issued share capital of medOil.
Further details of these irrevocable undertakings, including the circumstances
in which they cease to be binding, are set out in Appendix III to this
Announcement.
4. Background to and reasons for the Offer
In connection with the separate listing of Cairn India Limited in January 2007,
Cairn reorganised its remaining oil and gas interests in Capricorn Energy.
Capricorn Energy will apply its exploration skills and experience and capital
resources in acquiring and developing new acreage and interests where it sees
significant exploration potential.
Capricorn is attracted to medOil because it establishes a position in oil
exploration, offshore Tunisia, as well as early phase exploration positions in
Sicily, Spain and Albania. Capricorn Energy believes it has the financial
resources and operating experience to create and add value to this portfolio and
the expertise to rationalise it where appropriate.
5. Information on Cairn/Capricorn
Cairn is an oil and gas exploration and production company listed on the main
market of the London Stock Exchange which has a market capitalisation of
approximately £2.3 billion. In recent years, Cairn's key area of focus has been
the Indian sub continent and the company built up a core strategic business in
the region. In January 2007, Cairn India Limited, the Indian division of the
group, was listed on the Bombay Stock Exchange and National Stock Exchange of
India. Cairn retains an approximate 69% interest in Cairn India Limited. Cairn
is now expanding its horizons beyond the Indian sub continent seeking new
opportunities where its capital, exploration and commercial skills and
experience can be best used to create further shareholder value.
For the financial year ended 31 December 2006, Cairn reported total revenue of
US$286 million, cash generated from operations of US$207 million and a loss
after tax of US$82 million. Cairn reported total assets of US$1,924 million as
at 31 December 2006. Cairn reported average daily production of 24,523 boepd on
an entitlement interest basis in 2006.
Capricorn is a UK incorporated company which is an indirect subsidiary of Cairn.
Capricorn is a direct subsidiary of Capricorn Energy which currently owns oil
and gas interests in Bangladesh, Nepal and Northern India. To date, Capricorn
has engaged in no activities other than those incidental to its organisation and
the making of the Offer.
Cairn Energy has separately announced today:
a) a recommended offer for Plectrum Petroleum Plc, a company
which also has oil exploration acreage offshore Tunisia; and
b) the agreement by Dyas BV, a wholly owned subsidiary of SHV
Holdings NV, to acquire a 10 per cent. interest in Capricorn Energy for a cash
consideration of approximately US$90 million.
6. Information on medOil
medOil was incorporated on 2 September 2004. On 2 December 2004, medOil acquired
a 100 per cent. interest in its subsidiary medOil Resources Limited. medOil was
established to acquire high-quality oil and gas assets focussed on established
petroliferous basins of the Mediterranean - North Africa region. medOil has
subsequently acquired or is actively pursuing potential interests in Tunisia,
Sicily, Spain and Albania.
The principle asset of medOil is the Louza permit offshore of Tunisia which
includes the oil discovery at M'Sela-1.
In March 2006 medOil raised £3.25 million to continue its exploration strategy,
in particular to enhance the value of its existing prospects in Tunisia through
the successful acquisition of a high-quality 3D seismic data set. This 3D work
programme has been completed and the results analysed. This facilitated an
upward revision of the potential aggregate oil reserves (Prospective Resources)
in two of the four identified prospects adjacent to the M'Sela-1 oil discovery.
7. Management and employees
Cairn has given assurances to the medOil Board that the existing employment
rights, including pension rights, of all employees of the medOil Group will be
fully safeguarded upon the Offer becoming or being declared unconditional in all
respects.
8. Recommendation of the medOil Board
The medOil Directors are recommending acceptance of the Offer from Capricorn for
the entire issued and to be issued share capital of medOil. The medOil Directors
recognise that the Offer represents an opportunity for all medOil Shareholders
to realise a premium to the current market price in cash. The medOil Directors
believe that the Offer, whilst falling at the lower end of their views on
valuation of the Company, is at a level that should be considered by all medOil
shareholders, taking into account the following:
• as stated in the interim results for the six months ended 31 March 2007,
the medOil Directors have been actively seeking a farm-in partner on
medOil's Louza permit in Tunisia;
• negotiations with a farm-in partner were progressing prior to receipt of
this Offer and this farm-in agreement could, if consummated, have had the
potential to create significant value for medOil shareholders;
• it is likely, however, that even with the potential farm-in agreement, the
future development of medOil's assets as an independent entity would have
required additional capital. It is likely that this would have taken the
form of an equity injection and in the current market conditions it is not
certain that these funds could have been raised;
• medOil is a small quoted AIM company, with little liquidity in its shares;
• the Offer represents an immediate opportunity for medOil Shareholders to
exit for cash, at a premium to the closing middle market price prior to the
Offer at 6 September 2007;
• certain large shareholders of medOil have expressed a desire to receive a
cash offer for medOil and one has provided an irrevocable undertaking to
Capricorn to accept the Offer, once made; and
• by accepting the Offer, medOil shareholders will avoid the dealing costs
of a sale of their shares and this may be of value to medOil shareholders
with small holdings.
Following consideration of the above factors, the medOil Directors, having been
so advised by Arden Partners, consider the terms of the Offer to be fair and
reasonable. In providing advice to the medOil Directors, Arden Partners has
taken into account the commercial assessments of the medOil Directors.
Accordingly, the medOil Directors have agreed unanimously to recommend all
medOil Shareholders to accept the Offer, once made, as each of the medOil
Directors has irrevocably undertaken to do (or procure to be done) in respect of
their own respective beneficial holdings of medOil Shares amounting, in
aggregate to 13,346,667 medOil Shares, representing approximately 24.7 per cent.
of the existing issued share capital medOil.
9. medOil Warrants
The Offer will be extended to any medOil Shares issued or unconditionally
allotted prior to the date on which the Offer closes as a result of holders of
medOil Warrants exercising their rights to subscribe for medOil Shares. In this
connection, those of the medOil Directors who hold medOil Warrants and one other
shareholder who holds medOil Warrants have undertaken, conditional upon the
Offer becoming or being declared unconditional in all respects, to surrender the
medOil Warrants held by them to subscribe for an aggregate of 10,600,000 medOil
Shares in exchange for a cash cancellation payment from Capricorn. The amount of
the cash cancellation payment per medOil Warrant is equal to the Offer Price
less the subscription price due on exercise of those medOil Warrants and, where
applicable, any PAYE and employee's national insurance contributions due.
To the extent that holders of medOil Warrants do not exercise their rights to
subscribe for medOil Shares, it is intended that appropriate proposals will be
made to holders of medOil Warrants.
10. Disclosure of interests in medOil
Save as disclosed above in respect of the irrevocable undertakings, neither
Cairn, nor Capricorn, nor any Cairn Director, nor any director of Capricorn, nor
so far as any Cairn Director or Capricorn or any director of Capricorn is aware
any person acting in concert with Capricorn, (i) has any interest in or right to
subscribe for any relevant securities of medOil; or (ii) has any short positions
in respect of any relevant securities of medOil (whether conditional or absolute
and whether in the money or otherwise), including any short position under a
derivative, any agreement to sell or any delivery obligation or right to require
another person to take delivery; or (iii) has borrowed or lent any relevant
securities of medOil.
11. Financing
The cash consideration payable by Capricorn under the Offer will be funded from
existing cash resources made available by Capricorn Energy.
Jefferies has confirmed that it is satisfied that the necessary financial
resources are available to Capricorn to enable it to satisfy in full the cash
consideration payable by Capricorn as a result of full acceptance of the Offer.
12. Further details of the Offer
The medOil Shares will be acquired under the Offer fully paid and free from all
liens, equities, charges, encumbrances and other interests and together with all
rights attaching to them after the date of the Offer, including the right to
receive all dividends (if any) declared, made or paid thereafter.
The Offer will be subject to the conditions and further terms set out in
Appendix I to this Announcement and to be set out in the Offer Document and (in
the case of medOil Shares held in certificated form) in the Form of Acceptance.
13. Compulsory acquisition and de-listing
Capricorn intends, assuming it becomes so entitled, to use the procedures set
out in Part 28 of the Companies Act 2006 to acquire compulsorily any remaining
medOil Shares following the Offer becoming or being declared unconditional in
all respects. When the Offer becomes or is declared unconditional in all
respects, Capricorn intends to procure the making of an application by medOil to
the London Stock Exchange for the cancellation of the admission to trading of
medOil Shares on AIM. It is anticipated that cancellation of admission to
trading will take effect no earlier than 20 Business Days after the Offer
becomes or is declared unconditional in all respects. The cancellation of
admission to trading on AIM of medOil Shares will significantly reduce the
liquidity and marketability of any medOil Shares not assented to the Offer and
their value may be affected in consequence. It is also intended that, following
the Offer becoming or being declared unconditional in all respects, medOil will
be re-registered as a private company under the relevant provisions of the
Companies Act 1985.
14. medOil issued share capital
In accordance with Rule 2.10 of the City Code, medOil confirms that it has
54,055,556 medOil Shares in issue. The International Securities Identification
Number for medOil is GB00B04M7K05.
15. General
The Offer Document and (in the case of medOil Shares held in certificated form)
the Form of Acceptance will be posted to medOil Shareholders as soon as
practicable and, in any event, within 28 days of this Announcement, except
otherwise with the consent of the Panel, other than (with any dispensation
required from the Panel) to certain overseas medOil Shareholders. The full
terms of and conditions to the Offer will be set out in the Offer Document and
(in the case of medOil Shares held in certificated form) Form of Acceptance. In
deciding whether or not to accept the Offer, medOil Shareholders should rely
solely on the information contained in, and follow the procedures described in,
the Offer Document and (in the case of medOil Shares held in certificated form)
Form of Acceptance.
The bases and sources of certain financial information contained in this
Announcement are set out in Appendix II. Appendix III contains certain details
in respect of irrevocable undertakings given to Capricorn. Appendix IV contains
definitions of certain expressions used in this Announcement.
ENQUIRIES
For further information contact:
Cairn
Mike Watts 0131 475 3000
Jann Brown
Simon Thomson
Jefferies International
Richard Kent 020 7618 3713
medOil
John Lander 020 7921 0001
Arden Partners
Chris Hardie 020 7398 1639
Steve Douglas 0121 423 8943
Jefferies International, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting as financial adviser to Cairn and
Capricorn in connection with the Offer and no-one else and will not be
responsible to anyone other than Cairn and Capricorn for providing the
protections afforded to customers of Jefferies International or for providing
advice in relation to the Offer.
Arden Partners, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting for medOil in connection with the Offer
and no-one else and will not be responsible to anyone other than medOil for
providing the protections afforded to clients of Arden Partners or for providing
advice in relation to the Offer.
This Announcement does not constitute, or form part of, an offer or an
invitation to purchase or subscribe for any securities. The Offer will be made
solely by the Offer Document and (in the case of medOil Shares held in
certificated form) the Form of Acceptance, which together will contain the full
terms and conditions of the Offer, including details of how the Offer may be
accepted.
The availability of the Offer to persons who are not resident in the United
Kingdom may be affected by the laws of their relevant jurisdiction. Such
persons should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction. Further details in relation to
overseas shareholders will be contained in the Offer Document.
Unless otherwise determined by Capricorn and subject to any dispensation
required from the Panel, the Offer 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, telephonically or electronically) of interstate
or foreign commerce of, or through any facilities of a national securities
exchange of, the United States, Canada, Australia or Japan or any other
jurisdiction if to do so would constitute a violation of the relevant laws of
such jurisdiction, and the Offer, when made, should not be accepted by any such
use, means, instrumentality or facilities or from or within the United States,
Canada, Australia or Japan or any such other jurisdiction. Accordingly, copies
of this Announcement are not being, and must not be mailed or otherwise
forwarded, distributed or sent in, into or from the United States, Canada,
Australia or Japan and all persons receiving this Announcement (including
nominees, trustees and custodians) must not mail or otherwise forward,
distribute or send it in, into or from the United States, Canada, Australia or
Japan. Doing so may render invalid any purported acceptance of the Offer.
Notwithstanding the foregoing, Capricorn will retain the right to permit the
Offer to be accepted and any sale of securities pursuant to the Offer to be
completed if, in its sole discretion, it is satisfied that the transaction in
question can be undertaken in compliance with applicable law and regulation.
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% or more of any class of 'relevant
securities' of medOil, 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 securities') 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 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 medOil,
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 medOil or any of their respective 'associates', 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.
APPENDIX I
Part A: Conditions of the Offer
The Offer will be subject to the following conditions:
(a) valid acceptances of the Offer being received (and not, where
permitted, withdrawn) by 1.00p.m on the day which is 21 days following the
despatch of the Offer Document (or such later times and/or dates as Capricorn
may, subject to the rules of the Code, decide) in respect of not less than 90
per cent. (or such lesser percentage as Capricorn may decide) in nominal value
of the medOil Shares to which the Offer relates, and not less than 90 per cent.
(or such lesser percentage as Capricorn may decide) of the voting rights carried
by the medOil Shares to which the Offer relates, provided that this condition
will not be satisfied unless Capricorn and/or any of its associates shall have
acquired or agreed to acquire, whether pursuant to the Offer or otherwise,
medOil Shares carrying in aggregate more than 50 per cent. of the voting rights
then exercisable at a general meeting of medOil including, to the extent (if
any) required by the Panel, any voting rights attaching to any medOil Shares
which are unconditionally allotted before the Offer becomes or is declared
unconditional as to acceptances pursuant to the exercise of any outstanding
conversion or subscription rights or otherwise. For the purposes of this
condition:
(i) medOil Shares which have been unconditionally allotted but not
issued shall be deemed to carry the voting rights which they will carry upon
issue;
(ii) valid acceptances shall be deemed to have been received in respect
of medOil Shares which are treated for the purposes of section 979 of the
Companies Act 2006 as having been acquired or contracted to be acquired by
Capricorn by virtue of acceptances of the Offer; and
(iii) the expressions 'medOil Shares to which the Offer relates' and
'associates' shall be construed in accordance with Part 28 of the Companies Act
2006;
(b) no Third Party (as such term is defined in condition (c)
below) refusing to extend medOil's prospecting permit in respect of Louza
(offshore Tunisia) by at least six months, pursuant to the pending application
by medOil for such extension, or, following any application by medOil to convert
that prospecting permit into an exploration permit, no Third Party refusing such
application for conversion;
(c) no government or governmental, quasi-governmental,
supranational, statutory, regulatory or investigative body, authority (including
any national or international anti-trust or merger control authority), court,
central bank, trade agency, association or institution or professional or
environmental body or any other similar person or body whatsoever in any
relevant jurisdiction (each a 'Third Party') having decided to take, institute,
implement or threaten any action, proceedings, suit, investigation, enquiry or
reference or having required any action to be taken or information to be
provided or otherwise having done anything or having made, proposed or enacted
any statute, regulation, order or decision or having done anything which would
or might reasonably be expected to:
(i) make the Offer or its implementation, or the acquisition or the
proposed acquisition by Capricorn of any shares or other securities in, or
control of, medOil or any member of the Wider medOil Group void, illegal or
unenforceable in any jurisdiction, or otherwise directly or indirectly restrain,
prohibit, restrict, prevent or delay the same or impose additional conditions or
financial or other obligations with respect thereto, or otherwise challenge or
interfere therewith, in any such case to an extent which is material and
adverse;
(ii) require, prevent or materially delay the divestiture or materially
and adversely alter the terms envisaged for any proposed divestiture by any
member of the Wider Cairn Group of any medOil Shares or of any shares in a
member of the Wider Cairn Group;
(iii) require, prevent or materially delay the divestiture or materially
and adversely alter the terms envisaged for any proposed divestiture by any
member of the Wider Cairn Group or by any member of the Wider medOil Group of
all or any portion of their respective businesses, assets or property, or (to an
extent which is material in the context of the Offer or the Wider medOil Group
taken as a whole) impose any limit on the ability of any of them to conduct
their respective businesses (or any of them) or to own or control any of their
respective assets or properties or any part thereof;
(iv) impose any material limitation on, or result in any material delay
in, the ability of any member of the Wider Cairn Group or any member of the
Wider medOil Group to acquire, hold or exercise effectively, directly or
indirectly, all or any rights of ownership of medOil Shares or any shares or
securities convertible into medOil Shares or to exercise voting or management
control over any member of the Wider medOil Group or any member of the Wider
Cairn Group;
(v) except pursuant to the Offer or Part 28 of the Companies Act 2006,
require any member of the Wider Cairn Group and/or of the Wider medOil Group to
acquire or offer to acquire or repay any shares or other securities in and/or
indebtedness of any member of the Wider medOil Group owned by or owed to any
third party;
(vi) impose any material limitation on the ability of any member of the
Wider Cairn Group and/or of the Wider medOil Group to integrate or co-ordinate
its business, or any material part of it, with the business of any member of the
Wider medOil Group or of the Wider Cairn Group respectively; or
(vii) otherwise materially and adversely affect any or all of the
businesses, assets, profits or financial or trading position of any member of
the Wider medOil Group or any member of the Wider Cairn Group,
and all applicable waiting and other time periods during which any Third Party
could institute, implement or threaten any such action, proceedings, suit,
investigation, enquiry or reference under the laws of any relevant jurisdiction,
having expired, lapsed or been terminated;
(d) all necessary filings and applications having been made and
all necessary waiting and other time periods (including any extensions thereof)
under any applicable legislation or regulations of any relevant jurisdiction
having expired, lapsed or been terminated and all statutory or regulatory
obligations in any relevant jurisdiction having been complied with in each case
as may be necessary in connection with the Offer and its implementation or the
acquisition or proposed acquisition by Capricorn or any member of the Wider
Cairn Group of any shares or other securities in, or control of, medOil or any
member of the Wider medOil Group and all authorisations, orders, recognitions,
grants, consents, clearances, confirmations, licences, certificates, permissions
and approvals ('Authorisations') for or in respect of the Offer or the
acquisition or proposed acquisition by Capricorn of any shares or other
securities in, or control of, medOil or the carrying on by any member of the
Wider medOil Group of its business or in relation to the affairs of any member
of the Wider medOil Group having been obtained in terms and in a form reasonably
satisfactory to Capricorn from all appropriate Third Parties or persons with
whom any member of the Wider medOil Group has entered into contractual
arrangements which are material in the context of the Wider medOil Group taken
as a whole and all such Authorisations remaining in full force and effect and
all filings necessary for such purpose having been made and there being no
notice or intimation of any intention to revoke, suspend, restrict or amend or
not renew the same at the time at which the Offer becomes or is declared wholly
unconditional and there being no indication that the renewal costs of any
Authorisation are reasonably likely to be materially higher than the renewal
costs for the current Authorisation;
(e) except as publicly announced by medOil prior to the date of
this Announcement in medOil's annual report and accounts for the year ended 30
September 2006 or through an RIS ('Publicly Announced') or as fairly disclosed
in writing to Capricorn prior to the date of this announcement ('Disclosed'),
there being no provision of any arrangement, agreement, licence or other
instrument to which any member of the Wider medOil Group is a party or by or to
which any such member or any of its respective assets is or are or may be bound,
entitled or subject or any circumstance which, in consequence of the making or
implementation of the Offer or the proposed acquisition of any shares or other
securities in, or control of, medOil or any member of the Wider medOil Group by
Capricorn or any member of the Wider Cairn Group or because of a change in the
control or management of medOil or otherwise, would or might reasonably be
expected to result in, to an extent which is material in the context of the
Wider medOil Group taken as a whole:
(i) any indebtedness or liabilities actual or contingent of, or any
grant available to, any member of the Wider medOil Group being or becoming
repayable or capable of being declared repayable immediately or prior to its
stated maturity or the ability of any such member to borrow monies or incur any
indebtedness being withdrawn or inhibited or capable of being withdrawn or
inhibited;
(ii) the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business, property, assets
or interests of any member of the Wider medOil Group or any such security
(whenever created, arising or having arisen) being enforced or becoming
enforceable;
(iii) any such arrangement, agreement, licence or instrument or the
rights, liabilities, obligations, or interests of any member of the Wider medOil
Group under any such arrangement, agreement, licence or instrument (or any
arrangement, agreement, licence or instrument relating to any such right,
liability, obligation, interest or business) or the interests or business of any
such member in or with any other person, firm, company or body being or becoming
capable of being terminated or adversely modified or adversely affected or any
adverse action being taken or any onerous obligation or liability arising
thereunder;
(iv) any asset or interest of any member of the Wider medOil Group being
or falling to be disposed of or charged (otherwise than in the ordinary course
of business) or ceasing to be available to any member of the Wider medOil Group
or any right arising under which any such asset or interest could be required to
be disposed of or charged or could cease to be available to any member of the
Wider medOil Group;
(v) any member of the Wider medOil Group ceasing to be able to carry on
business under any name under which it presently does so;
(vi) any member of the Wider Cairn Group and/or of the Wider medOil Group
being required to acquire or repay any shares in and/or indebtedness of any
member of the Wider medOil Group owned by any Third Party;
(vii) any change in or effect on the ownership or use of any intellectual
property rights owned or used by any member of the Wider medOil Group;
(viii) the value or financial or trading position of any member of the Wider
medOil Group being prejudiced or adversely affected; or
(ix) the creation of any liability, actual or contingent, by any such
member,
and no event having occurred which, under any provision of any such arrangement,
agreement, licence or other instrument, might reasonably be expected to result
in any of the events referred to in this condition (e);
(f) since 30 September 2006 and except as Publicly Announced or
Disclosed, no member of the Wider medOil Group having:
(i) issued or agreed to issue or authorised or proposed the issue of
additional shares or securities of any class, or securities convertible into or
exchangeable for shares, or rights, warrants or options to subscribe for or
acquire any such shares, securities or convertible securities (save for issues
between medOil and any of its wholly-owned subsidiaries or between such
wholly-owned subsidiaries and save for the medOil Warrants granted before the
date of this announcement or the issue of any medOil Shares allotted upon the
exercise of the medOil Warrants granted before the date of this announcement) or
redeemed, purchased, repaid or reduced or proposed the redemption, purchase,
repayment or reduction of any part of its share capital or any other securities;
(ii) recommended, declared, made or paid or proposed to recommend,
declare, make or pay any bonus, dividend or other distribution whether payable
in cash or otherwise other than any distribution by any wholly-owned subsidiary
within the medOil Group;
(iii) save as between medOil and its wholly-owned subsidiaries, effected,
authorised, proposed or announced its intention to propose any change in its
share or loan capital;
(iv) save as between medOil and its wholly-owned subsidiaries, effected,
authorised, proposed or announced its intention to propose any merger, demerger,
reconstruction, arrangement, amalgamation, commitment or scheme or any
acquisition or disposal or transfer of assets or shares (other than in the
ordinary course of business) or any right, title or interest in any assets or
shares or other transaction or arrangement in respect of itself or another
member of the Wider medOil Group which in each case would be material in the
context of the Wider medOil Group taken as a whole;
(v) acquired or disposed of or transferred (other than in the ordinary
course of business) or mortgaged, charged or encumbered any assets or shares or
any right, title or interest in any assets or shares (other than in the ordinary
course of business) or authorised the same or entered into, varied or terminated
or authorised, proposed or announced its intention to enter into, vary,
terminate or authorise any agreement, arrangement, contract, transaction or
commitment (other than in the ordinary course of business and whether in respect
of capital expenditure or otherwise) which is of a loss-making, long-term or
onerous nature or magnitude, or which involves or might reasonably be expected
to involve an obligation of such a nature or magnitude, in each case which is
material in the context of the Wider medOil Group taken as a whole;
(vi) entered into any agreement, contract, transaction, arrangement or
commitment (other than in the ordinary course of business) which is material in
the context of the Wider medOil Group taken as a whole;
(vii) entered into any contract, transaction or arrangement which would be
restrictive on the business of any member of the Wider medOil Group or the Wider
Cairn Group or which is or could involve obligations which would be so
restrictive;
(viii) issued, authorised or proposed the issue of or made any change in or
to any debentures, or (other than in the ordinary course of business) incurred
or increased any indebtedness or liability, actual or contingent, which is
material in the context of the Wider medOil Group taken as a whole;
(ix) been unable or admitted in writing that it is unable to pay its debts
or having stopped or suspended (or threatened to stop or suspend) payment of its
debts generally or ceased or threatened to cease carrying on all or a
substantial part of its business or proposed or entered into any composition or
voluntary arrangement with its creditors (or any class of them) or the filing at
court of documentation in order to obtain a moratorium prior to a voluntary
arrangement or, by reason of actual or anticipated financial difficulties,
commenced negotiations with one or more of its creditors with a view to
rescheduling any of its indebtedness;
(x) made, or announced any proposal to make, any change or addition to
any retirement, death or disability benefit or any other employment-related
benefit of or in respect of any of its directors, employees, former directors or
former employees;
(xi) save as between medOil and its wholly-owned subsidiaries, granted any
lease or third party rights in respect of any of the leasehold or freehold
property owned or occupied by it or transferred or otherwise disposed of any
such property;
(xii) entered into or varied or made any offer (which remains open for
acceptance) to enter into or vary to any material extent the terms of any
service agreement with any director or senior executive of medOil or any
director or senior executive of the Wider medOil Group or proposed, agreed to
provide or modified the terms of any share incentive or option scheme or other
benefit relating to the employment or termination of employment of any director
or senior executive of medOil or any director or senior executive of the Wider
medOil Group;
(xiii) taken or proposed any corporate action (save in the context of a
solvent reconstruction of any member of the Wider medOil Group) or had any
proceedings started or threatened against it for its winding-up (voluntary or
otherwise), dissolution, striking-off or reorganisation or for the appointment
of a receiver, administrator (including the filing of any administration
application, notice of intention to appoint an administrator or notice of
appointment of an administrator), administrative receiver, trustee or similar
officer of all or any part of its assets or revenues or for any analogous
proceedings or steps in any jurisdiction or for the appointment of any analogous
person in any jurisdiction;
(xiv) made any material amendment to its memorandum or articles of
association;
(xv) waived or compromised any claim or authorised any such waiver or
compromise, save in the ordinary course of business, which is material in the
context of the Wider medOil Group taken as a whole;
(xvi) taken, entered into or had started or threatened in writing against it
in a jurisdiction outside the United Kingdom any form of insolvency proceeding
or event similar or analogous to any of the events referred to in conditions (f)
(ix) and (xiii) above; or
(xvii) agreed to enter into or entered into an agreement or arrangement or
commitment or passed any resolution or announced any intention with respect to
any of the transactions, matters or events referred to in this condition (f);
(g) except as Publicly Announced or Disclosed:
(i) there having been no material adverse change or deterioration in the
business, assets, financial or trading position or profits or prospects of any
member of the Wider medOil Group;
(ii) no litigation, arbitration proceedings, prosecution or other legal
proceedings to which any member of the Wider medOil Group is or may become a
party (whether as claimant or defendant or otherwise), and no material enquiry
or investigation by or complaint or reference to any Third Party, against or in
respect of any member of the Wider medOil Group, having been threatened in
writing, announced or instituted or remaining outstanding by, against or in
respect of any member of the Wider medOil Group and the effect of which is or
might reasonably be expected to be material in the context of the relevant
member of the Wider medOil Group; and
(iii) no contingent or other liability having arisen or become apparent or
increased which might reasonably be expected to in either case have a material
adverse effect on any member of the Wider medOil Group;
(h) save as Disclosed, Capricorn not having discovered:
(i) that any financial, business or other information concerning medOil
or the Wider medOil Group which is contained in information publicly disclosed
at any time by or on behalf of any member of the Wider medOil Group either
publicly or in the context of the Offer contains a misrepresentation of fact
which has not, prior to the date of this announcement, been corrected by public
announcement through an RIS or omits to state a fact necessary to make the
information contained therein not misleading where such misrepresentation or
omission is material in the context of the Wider medOil Group taken as a whole;
(ii) any information which materially and adversely affects the import of
any information disclosed to Capricorn or to any member of the Wider Cairn Group
at any time by or on behalf of medOil or any member of the Wider medOil Group
which is material in the context of the Wider medOil Group taken as a whole; or
(iii) that any member of the Wider medOil Group is subject to any
liability, contingent or otherwise, which is not Publicly Announced and which is
material in the context of that member of the Wider medOil Group; and
(i) save as Disclosed or Publicly Announced, Capricorn not
having discovered:
(i) that any past or present member of the Wider medOil Group has not
complied with any applicable legislation or regulations of any jurisdiction with
regard to the use, treatment, handling, storage, transport, release, disposal,
discharge, spillage, leak or emission of any waste or hazardous substance or any
substance likely to impair the environment or harm human health, or otherwise
relating to environmental matters or the health and safety of any person, or
that there has otherwise been any such use, treatment, handling, storage,
transport, release, disposal, discharge, spillage, leak or emission (whether or
not the same constituted a non-compliance by any person with any legislation or
regulations and wherever the same may have taken place) which, in any case,
would be likely to give rise to any liability (whether actual or contingent) or
cost on the part of any member of the Wider medOil Group which in any case is
material in the context of the Wider medOil Group taken as a whole; or
(ii) that there is, or is likely to be, any liability, whether actual or
contingent, to make good, repair, reinstate or clean up any property now or
previously owned, occupied or made use of by any past or present member of the
Wider medOil Group or any other property or any controlled waters under any
environmental legislation, regulation, notice, circular, order or other lawful
requirement of any relevant authority or Third Party or otherwise which in any
case is material in the context of the Wider medOil Group taken as a whole.
Part B: Certain further terms of the Offer
The formal offer by Capricorn will be subject to the terms and conditions as set
out in this Appendix I and as will be set out in the Offer Document and (in the
case of medOil Shares held in certificated form) in the Form of Acceptance which
will accompany the Offer Document or as may be necessary in order to comply with
the City Code.
Capricorn reserves the right to waive all or any of conditions (b) to (i)
inclusive, in whole or in part.
Conditions (b) to (i) inclusive must be satisfied as at, or waived on or before,
midnight on the 21st day after the later of the first closing date of the Offer
and the date on which condition (a) is fulfilled (or in each such case such
later date as Capricorn may, with the consent of the Panel, agree), failing
which the Offer will lapse provided that Capricorn shall be under no obligation
to waive or treat as fulfilled any of conditions (b) to (i) inclusive by a date
earlier than the latest date specified above for the fulfilment thereof
notwithstanding that the other conditions of the Offer may at such earlier date
have been fulfilled and that there are at such earlier date no circumstances
indicating that any of such conditions may not be capable of fulfilment.
Except with the Panel's consent Capricorn will not invoke any of the above
conditions (except for the acceptance condition in (a) above) so as to cause the
Offer not to proceed, to lapse or to be withdrawn unless the circumstances which
give rise to the right to invoke the relevant conditions are of material
significance to Capricorn in the context of the Offer.
If Capricorn is required by the Panel to make an offer for the medOil Shares
under Rule 9 of the City Code, Capricorn may make such alteration to the terms
and conditions of the Offer as may be necessary to comply with the provisions of
the City Code.
The Offer will be governed by English law and will be subject to the exclusive
jurisdiction of the English courts. The Offer will be subject to the applicable
requirements of the City Code, the Panel, the London Stock Exchange, the FSA and
other legal or regulatory requirements.
If the Offer is referred to the Competition Commission or the European
Commission initiates proceedings under Article 6(1)(c) of Council Regulation
(EC) No 139/2004 before the later of the first closing date of the Offer and the
date when the Offer becomes or is declared unconditional, the Offer will lapse.
If the Offer lapses, it will cease to be capable of further acceptance and
accepting medOil Shareholders, Capricorn and Jefferies International will cease
to be bound by the Forms of Acceptance submitted before the time the Offer
lapses.
The Offer will extend to all medOil Shares whilst the Offer remains open for
acceptance.
medOil Shares will be acquired under the Offer fully paid and free from all
liens, equities, charges, encumbrances, rights of pre-emption and any other
interests and together with all rights attaching thereto, including the rights
to receive and retain all dividends or other distributions declared, paid of
made on or after the date of the Offer.
Overseas Shareholders
The availability of the Offer to persons not resident in the United Kingdom may
be affected by the laws of the relevant jurisdictions and/or prohibited by the
laws of the relevant overseas jurisdictions. Persons who are not resident in the
United Kingdom should inform themselves about and observe any applicable
requirements in any other jurisdiction. It is the responsibility of any person
not resident in the United Kingdom wishing to accept the Offer to satisfy
himself as to the full observance of the laws of the relevant jurisdiction in
connection therewith, including the obtaining of any governmental, exchange
control or other consents which may be required, compliance with other
formalities needing to be observed and the payment of any issue, transfer or
other taxes due in such jurisdiction. Any such person will be responsible for
payment of any issue, transfer or other taxes, duties or other requisite payment
(s) due in such jurisdiction(s) by whomsoever payable, and Capricorn (and any
person acting on its behalf) shall be entitled to be fully indemnified and held
harmless by such person for any issue, transfer or other taxes or duties or
other requisite payments as Capricorn or any person acting on behalf of
Capricorn may be required to pay in respect of the Offer insofar as they relate
to such persons.
APPENDIX II
BASES AND SOURCES OF INFORMATION
(a) Unless otherwise stated, the financial information relating to medOil has
been extracted or derived, without material adjustment, from the medOil Annual
Report and Accounts and the audited consolidated financial statements for medOil
for the year ended 30 September 2006.
(b) References to existing issued share capital and issued medOil Warrants are
references to medOil Shares and medOil Warrants in issue on 6 September 2007
(being the Business Day prior to the date of this Announcement), being
54,055,556 medOil Shares and 10,800,000 medOil Warrants.
(c) The maximum value placed by the Offer on the entire issued and to be
issued ordinary share capital of medOil, and other statements made in this
announcement by reference to the issued share capital of medOil, are based upon
54,055,556 medOil Shares being in issue on 6 September 2007 and the 10,800,000
medOil Shares that may be issued on exercise of the medOil Warrants.
(d) medOil Share prices have been derived from the Daily Official List and
represent the Closing Price on the relevant date.
(e) The Offer premium of 19.8 per cent. to the average Closing Price of 19.2
pence over the 30 calendar day period prior ended 6 September 2007, as stated in
this Announcement, has been calculated using Closing Prices on each Business Day
over the relevant period.
APPENDIX III
IRREVOCABLE UNDERTAKINGS
Details of the irrevocable undertakings granted to Capricorn to accept, or to
procure the acceptance of, the Offer are as follows:
Name Number of medOil Shares Approximate percentage of issued
share capital as at 6 September 2007
(%)
David Thomas 4,583,334 8.5
Joseph McKniff 4,583,333 8.5
Graham Wrafter 1,520,000 2.8
John Lander 2,660,000 4.9
Gerry Walsh 5,833,333 10.8
Total 19,180,000 35.5
The above irrevocable undertakings will only cease to be binding if the Offer
lapses or is withdrawn or if the Offer Document is not posted within the period
of 28 days following the date of this Announcement.
APPENDIX IV
Definitions
In this Announcement, the following terms and expressions have the following
meanings unless the context requires otherwise:
'Acquisition' the proposed acquisition of medOil by Capricorn to be effected by means of
the Offer
'AIM' the AIM market operated by the London Stock Exchange
'Announcement' this announcement made in accordance with Rule 2.5 of the City Code that the
Cairn Board and the medOil Board have reached agreement on the terms of the
Offer
'Arden Partners' Arden Partners plc, medOil's financial adviser
'Australia' the Commonwealth of Australia, its states, territories and possessions
'boepd' barrels of oil equivalent per day
'Business Day' a day (other than a public holiday, Saturday or Sunday) on which clearing
banks are generally open for usual business in the City of London
'Cairn' Cairn Energy PLC
'Cairn Directors' the directors of Cairn being Sir Bill Gammell, Norman Murray, Mike Watts,
Hamish Grossart, Malcolm Thoms, Ed Story, Phil Tracy, Todd Hunt, Jann Brown,
or 'Cairn Board' Mark Tyndall, Simon Thomson and Andrew Shilston
'Cairn Group' Cairn and any subsidiary undertaking of Cairn for the time being
'Canada' Canada, its provinces and territories and all areas subject to its
jurisdiction or any political subdivision of it
'Capricorn' Capricorn Petroleum Limited
'Capricorn Energy' Capricorn Energy Limited
'City Code' the City Code on Takeovers and Mergers
'Closing Price' the middle market quotation for the relevant share on the close of trading
on the Daily Official List on the relevant date
'Daily Official List' the Daily Official List of the London Stock Exchange
'Form of Acceptance' the form of acceptance and authority relating to the Offer and accompanying
the Offer Document
'FSA' the Financial Services Authority
'FSMA' Financial Services and Markets Act 2000 (as amended)
'Japan' Japan, its cities, prefectures, territories and possessions
'Jefferies International' Jefferies International Limited, Cairn's and Capricorn's financial adviser
'London Stock Exchange' London Stock Exchange plc
'medOil' medOil plc
'medOil Directors' or the directors of medOil being John Lander, Joseph McKniff, David Thomas and
'medOil Board' Graham Wrafter
'medOil Group' medOil and any subsidiary undertaking of medOil for the time being
'medOil Shareholders' holders of medOil Shares
'medOil Shares' means:
(i) the existing unconditionally allotted or issued and fully paid
ordinary shares of 1 pence each in the capital of medOil; and
(ii) any further ordinary shares of 1 pence each in the capital of
medOil which are unconditionally allotted or issued and fully paid before
the Offer closes or before such earlier date as Capricorn (subject to the
City Code) may determine not being earlier than the date on which the Offer
becomes or is declared unconditional as to acceptances;
but excludes any shares held as treasury shares on such date as Capricorn
may determine before the Offer closes (which may be a different date to the
date referred to in (ii))
'medOil Warrants' warrants which grant the holder the right to subscribe for medOil Shares at
7.5 pence per share
'Offer' or 'Recommended the proposed recommended cash offer to be made by Jefferies International on
Offer' behalf of Capricorn, on the terms and subject to the conditions set out in
the Offer Document and (in the case of medOil Shares held in certificated
form) the Form of Acceptance, to acquire all of the medOil Shares
(including, where the context so requires, any subsequent revision,
variation, extension or renewal of such offer)
'Offer Document' the document to be posted to medOil Shareholders containing, amongst other
things, the Offer
'Offer Price' 23 pence per medOil Share
'Panel' or 'Takeover the Panel on Takeovers and Mergers
Panel'
'Prospective Resources' those quantities of petroleum which are estimated, on a given date, to be
potentially recoverable from undiscovered accumulations
'RIS' any information service authorised from time to time by the FSA for the
purpose of disseminating regulatory announcements
'subsidiary undertaking', shall be construed in accordance with the Companies Act 1985 (but ignoring
'associated undertaking', for this purpose paragraph 20(1)(b) of Schedule 4A of the Companies Act
'undertaking', or 'parent 1985)
undertaking'
'substantial interest' a direct or indirect interest in 20 per cent. or more of the equity share
capital of an undertaking
'treasury shares' any medOil Shares held by medOil as treasury shares
'UK' or 'United Kingdom' the United Kingdom of Great Britain and Northern Ireland
'United States' the United States of America, its territories and possessions, all areas
subject to its jurisdiction or any political subdivision thereof, any state
of the United States of America and the District of Columbia
'Wider Cairn Group' Cairn and its subsidiary undertakings (including, without limitation,
Capricorn), associated undertakings and any other undertaking in which Cairn
and such undertakings (aggregating their interests) have a substantial
interest and 'member of the Wider Cairn Group' shall be construed
accordingly
'Wider medOil Group' medOil and its subsidiary undertakings, associated undertakings and any
other undertakings in which medOil and such undertakings (aggregating their
interests) have a substantial interest and 'member of the Wider medOil
Group' shall be construed accordingly
All times referred to in this document are London times.
This information is provided by RNS
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