PRESS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF
THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
21 May 2012
FOR IMMEDIATE RELEASE
Cove Energy plc (the "Company" or "Cove")
Offer Update & Recommendation
The first closing date for the offer from Shell Exploration and Production (XL) B.V. (a wholly-owned subsidiary of Royal Dutch Shell plc) ("Shell Bidco") of 220p per Cove share announced on 24 April 2012 for the entire issued and to be issued share capital of Cove (the "Offer"), is Wednesday 23 May 2012. On this date, if the acceptance condition as per Appendix I, Part A, paragraph (a) of the Offer Document is not met, Shell Bidco's Offer will lapse unless extended by Shell Bidco.
Recommendation
The board of Cove, having already recommended the Offer,
continues to believe that it is in the best interests of Cove
shareholders to accept the Offer. The Board is mindful that,
to date, Shell Bidco is the only firm bidder and that Shell
Bidco has already secured the consent of the Government of
Mozambique to the indirect acquisition of the Company's
8.5 per cent participating interest in Rovuma Offshore Area 1
which would arise on the takeover of the Company. The Board
of Cove strongly recommends its shareholders to tender their
acceptances for the Offer as soon as possible.
For further information please contact:
Standard Chartered (Financial Adviser to Cove) +44 20 7885
8888
Amer Baig Geraldine Murphy Rob Tims
Hein Pieter Boers
Aditya Yadav
Cenkos Securities plc (Nominated Adviser and Broker to
Cove)
Jon Fitzpatrick +44 20 7397 8900
Ken Fleming +44 131 220 6939
Joe Nally (Corporate Broking) +44 20 7397 8900
FTI Consulting +44 20 7831 3113
Billy Clegg
Edward Westropp
A copy of this announcement will be available at
www.cove-energy.com. The content of the website referred to
in this announcement is not incorporated into and does not
form part of this announcement.
Standard Chartered Bank ("Standard Chartered"), which is
authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Cove
and for no one else in connection with the matters described
in this announcement and will not be responsible to anyone
other than Cove for providing the protections afforded to
clients of Standard Chartered nor for giving advice in
relation to the matters described in this announcement.
Cenkos Securities plc (which is authorised and regulated in
the United Kingdom by the Financial Services Authority under
FSA number 416932) is acting exclusively as Nominated Adviser
and Broker to the Company and is not acting for or advising
any other person and accordingly will not be responsible to
any person other than the Company for providing advice in
relation to the contents of this announcement. Neither Cenkos
Securities plc 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 customer of Cenkos
Securities plc in connection with this announcement, any
statement contained herein or otherwise.
This announcement is not intended to, and does not,
constitute or form part of any offer, invitation or the
solicitation of an offer to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of, any securities
whether pursuant to this announcement or otherwise. The
distribution of this announcement in jurisdictions outside
the United Kingdom may be restricted by law and therefore
persons into whose possession this announcement comes should
inform themselves about, and observe, such restrictions. Any
failure to comply with the restrictions may constitute a
violation of the securities law of any such jurisdiction.
Disclosure requirements of the Takeover Code ("the Code")
Under Rule 8.3(a) of the Code, any person who is interested
in 1% or more of any class of relevant securities of an
offeree company or of any paper offeror (being any offeror
other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in
cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the
announcement in which any
paper offeror is first identified. An Opening Position
Disclosure must contain details of the person's
interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree
company and (ii) any paper offeror(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 pm (London time) on the 10th
business day following the commencement of the offer period
and, if appropriate, by no later than 3.30 pm (London time)
on the 10th business day following the announcement in which
any paper offeror is first identified. Relevant persons who
deal in the relevant securities of the offeree company or of
a paper offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities
of the offeree company or of any paper offeror must make a
Dealing Disclosure if the person deals in any relevant
securities of the offeree company or of any paper offeror. A
Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short
positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
paper offeror, save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure
by a person to whom Rule 8.3(b) applies must be made by no
later than 3.30 pm (London time) on the business day
following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement
or understanding, whether formal or informal, to acquire or
control an interest in relevant securities of an offeree
company or a paper offeror, they will be deemed to be a
single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also
be made by the offeree company, by any offeror and by any
persons acting in concert with any of them (see Rules 8.1,
8.2 and
8.4).
Details of the offeree and offeror companies in respect of
whose relevant securities Opening Position Disclosures and
Dealing Disclosures must be made can be found in the
Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number
of relevant securities in issue, when the offer period
commenced and when any offeror was first identified. You
should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a
Dealing Disclosure.
- Ends -
distributed by |