Termination of Serica Offer for Pharos Energy plc
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
FOR IMMEDIATE RELEASE
13 August 2026
Termination of Final Serica Offer for Pharos Energy plc ("Pharos")
On 7 August 2026, Pharos and Ratio Petroleum Energy LP ("Ratio") announced that they had reached agreement on the terms of a recommended increased cash acquisition by Ratio of the entire issued and to be issued share capital of Pharos (the "Increased Ratio Offer"). The board of directors of Pharos (the "Pharos Board") unanimously recommended that Pharos shareholders vote in favour of the resolutions to be proposed at the shareholder meetings to be held to approve the Increased Ratio Offer and also unanimously withdrew its recommendation of the cash offer for the entire issued and to be issued share capital of Pharos announced by Serica Energy plc ("Serica") on 26 July 2026.
On 10 August 2026, Serica confirmed that its offer value of 32.6683 pence per Pharos share, comprising 28.6683 pence in cash and 4.0 pence in cash by way of a special dividend, was final and would not be increased (the "Final Serica Offer").
The board of directors of Serica (the "Serica Board") notes the announcement released today by Pharos (the "Pharos Announcement") in connection with the Final Serica Offer. Serica confirms that it will not elect to implement its offer by way of a contractual offer.
Serica has confirmed to Pharos that it no longer wishes to proceed with the Final Serica Offer and the Pharos Board has provided its consent to the Panel on Takeovers and Mergers (the "Panel") to release Serica from its obligations under Rule 2.7(b) and Rule 24.1 of the City Code on Takeovers and Mergers (the "Code") to proceed with the Final Serica Offer.
As a result, the Serica Board confirms that it will no longer proceed with the Final Serica Offer. The Panel has confirmed to Pharos and Serica that:
(i) Serica is released from its obligation under Rule 2.7(b) and Rule 24.1 of the Code to proceed with the Final Serica Offer; and
(ii) Serica is subject to the restrictions set out in Rule 35.1 of the Code and is prohibited from, amongst other things, making any offer for Pharos without the consent of the Panel for a period of 12 months.
Enquiries:
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Serica Energy plc |
To be contacted via Peel Hunt |
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Chris Cox, Chief Executive Officer Martin Copeland, Chief Financial Officer Andrew Benbow, Head of Investor Relations |
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Peel Hunt (Financial Adviser, Nominated Adviser and Joint Broker to Serica) |
+44 (0) 20 7418 8900 |
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Richard Crichton Sam Cann |
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Jefferies (Joint Broker to Serica) |
+44 (0) 20 7029 8000 |
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Sam Barnett Cameron Jones |
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Vigo Consulting (PR Advisor to Serica) |
+44 (0) 20 7390 0230 |
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Patrick d'Ancona |
Slaughter and May is acting as legal adviser to Serica in connection with the matters set out in this announcement.
Important notices
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser to Serica and for no one else in connection with the matters referred to in this Announcement and will not be responsible to any person other than Serica for providing the protections afforded to clients of Peel Hunt, nor for providing advice in relation to the matters referred to herein. Neither Peel Hunt nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Peel Hunt in connection with the matters referred to in this Announcement, or otherwise.
Jefferies International Limited ("Jefferies"), which is authorised and regulated by the FCA in the UK, is acting exclusively as joint corporate broker to Serica and no one else in connection with the matters described in this Announcement and will not regard any other person as its client in relation to the matters in this Announcement and will not be responsible to anyone other than Serica for providing the protections afforded to clients of Jefferies nor for providing advice in relation to any matter referred to in this Announcement. Neither Jefferies nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with this Announcement, any statement contained herein or otherwise.
Further information
This Announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, pursuant to the Acquisition or otherwise, nor shall there be any purchase, sale, issuance or exchange of securities or such solicitation in any jurisdiction in which such offer, invitation, solicitation, purchase, sale, issuance or exchange is unlawful.
The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and the release of this Announcement shall not give rise to any implication that there has been no change in the facts set out in this Announcement since such date.
This Announcement has been prepared for the purpose of complying with English law, the Code, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules, and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside England and Wales.
If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.
Forward looking statements
The information provided in this Announcement may contain certain forward-looking statements and information (collectively, "forward-looking statements") within the meaning of applicable securities laws. Such forward-looking statements include, without limitation, forecasts, estimates, expectations and objectives for future operations that are subject to assumptions, risks and uncertainties, many of which are beyond the control of Serica. Forward-looking statements are predictive in nature, depend upon or refer to future events or conditions, or include words such as "expect", "plan", "anticipate", "believe", "intend", "maintain", "continue to", "pursue", "design", "result in", "sustain" "estimate", "potential", "growth", "near-term", "long-term", "forecast", "contingent" and similar expressions, or are events or conditions that "will", "would", "may", "could" or "should" occur or be achieved. Any forward-looking statements contained in this Announcement speak only as of the date hereof and are expressly qualified by this cautionary statement.
Undue reliance should not be placed on any forward-looking statements because no assurance can be given that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties and are based on numerous assumptions.
Except as may be required by applicable securities laws, Serica does not assume any obligation or intent to update publicly or revise any forward-looking statements made herein, whether as a result of new information, future events or otherwise.
Rule 26.1 disclosure
In accordance with Rule 26.1 of the Code, a copy of this Announcement will be made available, free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Serica's website at https://www.serica-energy.com/investors/ by no later than 12 noon (London time) on the Business Day following the date of this Announcement. For the avoidance of doubt, the content of this website is not incorporated into and does not form part of this Announcement.
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