Return of Cash - Future Purchase Offer
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, OR INTO, THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA
FOR IMMEDIATE RELEASE 17 April 2012
CAIRN ENERGY PLC ("Cairn")
Return of Cash - Future Purchase Offer
Morgan Stanley Securities Limited ("Morgan Stanley") hereby makes the Future Purchase Offer (referred to in the circular to Shareholders published by Cairn on 10 January 2012 (the "Circular")) acting as principal, to purchase the 9,023,667 B Shares in respect of which valid elections in respect of the Future Purchase Offer have been received and not validly withdrawn. Accordingly, such offer is to purchase those B Shares for £1.60 per B Share, free of all dealing expenses and commissions, in an off-market transaction on the terms set out in the Circular. Save as expressly set out in, amended or varied by this announcement, the terms set out in paragraphs 5 and 8 of Part V of the Circular shall apply to the Future Purchase Offer, with any references in those paragraphs to the Initial Purchase Offer, where the context so requires, being deemed to be references to the Future Purchase Offer and any references to the date of on which the Future Purchase Offer is made being reference to the date of this announcement.
It is expected that Shareholders entitled to receive payments in respect of the proceeds of sale of B Shares to Morgan Stanley under the Future Purchase Offer will be sent cheques, or if they hold their B Shares in CREST, will have their CREST accounts credited, on 24 April 2012.
Full details of the Return of Cash and associated Capital Reorganisation are contained in the Circular. Terms defined in the Circular have the same meaning when used in this announcement
Cautionary Statements
None of the Existing Ordinary Shares, New Ordinary Shares or the B Shares have been or will be registered under the US Securities Act of 1933, as amended (the "US Securities Act") or the securities laws or regulations of any state of the United States, and none of them may be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and any applicable state securities laws. The Future Purchase Offer is not being made in or into the United States or any other Prohibited Territory.
None of the Existing Ordinary Shares, New Ordinary Shares or the B Shares nor the Circular have been approved, disapproved or otherwise recommended by the SEC or any US state securities commission or any non-US securities commission or regulatory authority nor have such authorities confirmed the accuracy or determined the adequacy of the Circular. Any representation to the contrary is a criminal offence in the United States.
Morgan Stanley is acting as broker to Cairn and is acting for no one else in connection with the Future Purchase Offer and will not be responsible to anyone other than Cairn for providing the protections afforded to customers of Morgan Stanley nor for providing advice in connection with the Future Purchase Offer.
Without prejudice to the making of the Future Purchase Offer and save in respect of its obligations thereunder and the responsibilities and liabilities, if any, which may be imposed upon it by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, Morgan Stanley does not accept any responsibility whatsoever nor makes any representation or warranty, express or implied, concerning the contents of this announcement, including its accuracy, completeness or verification, or concerning any other statement made or purported to be made by them, or on their behalf, in connection with Cairn, the B Shares, the Return of Cash and the Future Purchase Offer and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Morgan Stanley accordingly disclaims to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to herein) which it might otherwise have in respect of this announcement or any such statement.
This information is provided by RNS
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