Return of Cash & Results of B Share Elections
FOR IMMEDIATE RELEASE 13 February 2012
CAIRN ENERGY PLC ("Cairn" or the "Company")
Return of Cash and Results of B Share Scheme Elections
The Return of Cash, which was approved by Shareholders on 30 January 2012, provided Shareholders with three choices in relation to their B Shares. As at the close of the Election Period, being 4.30 p.m. on 10 February 2012, the results of elections were as follows:
Choice 1: Single B Share Dividend - valid and deemed elections to accept Choice 1 were received in respect of 909,486,354 B Shares, representing 64.6% of the B Shares in issue;
Choice 2: Initial Purchase Offer - valid elections to accept Choice 2 were received in respect of 489,159,066 B Shares, representing 34.7% of the B Shares in issue; and
Choice 3: Future Purchase Offer - valid elections to accept Choice 3 were received in respect of 9,023,667 B Shares, representing 0.6% of the B Shares in issue.
It is expected that Morgan Stanley, acting as principal (and not as agent, nominee or trustee), will make the Initial Purchase Offer to purchase the 489,159,066 B Shares in respect of which Shareholders have validly elected for the Initial Purchase Offer on 14 February 2012.
It is also expected that Cairn will declare the Single B Share Dividend of £1.60 per B Share in respect of which Shareholders have, or are deemed to have, made elections on 14 February 2012.
Settlement of the Initial Purchase Offer and Single B Share Dividend for Shareholders is expected to be made on 21 February 2012.
Full details of the Return of Cash and associated Capital Reorganisation are contained in the circular to shareholders dated 10 January 2012 (the "Circular"). Terms defined in the Circular have the same meaning when used in this announcement.
Cautionary Statements
This announcement has been issued by, and is the sole responsibility of, Cairn.
This announcement does not constitute or form part of an offer or invitation, or a solicitation of any offer or invitation, to purchase any Cairn shares or other securities.
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.
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.
This announcement contains (or may contain) certain forward-looking statements with respect to Cairn's current expectations and projections about future events. These statements, which sometimes use, but are not limited to, words such as "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, reflect the directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this announcement is subject to change without notice and, except as required by applicable law, neither Cairn nor Morgan Stanley assumes any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein. You should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement.
Morgan Stanley is acting as broker to Cairn and is acting for no one else in connection the Initial Purchase Offer, any Future Purchase Offer and any purchase of Deferred Shares 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 Initial Purchase Offer, any Future Purchase Offer and/or any purchase of Deferred Shares.
Apart from 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, the Initial Purchase Offer, any Future Purchase Offer and any purchase of Deferred Shares 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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