17 August 2012
FOR IMMEDIATE RELEASE
COVE ENERGY PLC (the "Company" or "Cove")
RESIGNATION AND APPOINTMENT OF DIRECTORS, DIRECTORS SHAREHOLDINGS, ISSUE OF SHARES AND DELISTING
Cove Energy plc (AIM:COV), the AIM quoted upstream oil and
gas company, notes the announcement at 7.00 am on 17 August
2012 (the "Announcement Time"), by PTTEP Africa
Investment Limited ("PTTEP AI") that all of the
conditions of its recommended offer for the entire issued and
to be issued share capital of the Company (the
"Offer") had been satisfied or waived and that,
accordingly, the Offer had been declared wholly
unconditional.
Change of directors
With effect from the Announcement Time, Mr Michael Blaha, Dr
Stephen Staley, Mr Frank Moxon and Mr Anthony Golding have
resigned as directors of the Company. Dr Anun Chonchawalit
and Mr Direk Wangudomsuk have been appointed as directors of
the Company (the "New Directors"). Mr Michael Nolan
and Mr John Craven will remain as directors of the Company.
In addition, Dr Anun Chonchawalit has been elected Chairman
of the board of directors of the Company.
Dr Anun, 52, with his geology background, has more than 20
years of experience in mining and oil and gas industries. He
currently serves as a Senior Vice President for Business
Development for PTT Exploration and Production Public Company
limited, an E&P company listed on the Thai Stock
Exchange.
Mr Direk, 46, with his engineering and business
administration background, has more than 20 years of
experience in oil, gas, LNG and power industries. He
currently serves as a Vice President for Business Development
for PTT Exploration and Production Public Company limited, an
E&P company listed on the Thai Stock Exchange.
The directorships Dr Anun has held in the last five years as
well as the companies of which he remains a director are
listed at the end of this announcement. The Company confirms
there is no other information required to be disclosed
pursuant to Schedule 2 paragraph (g) of the AIM Rules.
Exercise of options and allotment of shares
The Company also announces that it has today conditionally
allotted 17,917,647 new ordinary shares of 1p each in the
Company as a result of the exercise of options by Directors
and a consultant of the Company. The new ordinary shares will
be accepted into the Offer pursuant to a cashless exercise
facility made available by PTTEP AI to the option
holders.
Details of the options exercised by Directors are as follows:
Name | Number of Options Exercised | Exercise Price (£) | Date of Grant |
Michael Blaha | 2,600,000 | 0.20 | 5 October 2009 |
1,950,000 | 0.20 | 5 October 2009 | |
1,950,000 | 0.20 | 5 October 2009 | |
700,000 | 0.9375 | 23 December 2010 | |
500,000 | 0.786 | 7 October 2011 |
John Craven | 2,600,000 | 0.20 | 5 October 2009 |
1,950,000 | 0.20 | 5 October 2009 | |
1,950,000 | 0.20 | 5 October 2009 | |
700,000 | 0.9375 | 23 December 2010 | |
500,000 | 0.786 | 7 October 2011 | |
Michael Nolan | 740,000 | 0.20 | 5 October 2009 |
555,000 | 0.20 | 5 October 2009 | |
555,000 | 0.20 | 5 October 2009 | |
367,647 | 0.786 | 7 October 2011 | |
Total | 17,617,647 |
In addition, the Company has resolved to pay to Michael
Nolan's consulting company, JS Consult Limited, a cash
amount of £752,748.75 in settlement of the amount due under a
Share Appreciation Rights Agreement dated 23 December
2010.
The new ordinary shares have been allotted conditionally upon
admission to AIM and an application will be been made for the
new ordinary shares to be admitted to AIM. It is expected
that admission will occur on 23 August 2012. These new
ordinary shares rank pari passu with the Company's existing
issued ordinary shares.
The Company's total issued share capital with voting
rights after the admission of the new ordinary shares will be
508,912,947 ordinary shares. The Company does not currently
hold any shares in treasury. This figure of 508,912,947
ordinary shares may be used by shareholders in the Company as
the denominator for the calculations by which they will
determine if they are required to notify their interest in,
or a change in their interest in, the share capital of the
Company under the FSA's Disclosure and Transparency
Rules.
Delisting
The Cove Directors note the announcement made on 17 August
2012 by PTTEP AI that the Offer has been declared wholly
unconditional, and it had received valid acceptances from
Cove Shareholders in respect of 94.32 per cent.
of Cove Shares.
At the request of PTTEP AI, Cove is, in accordance with Rule
41 of the AIM Rules for Companies, notifying its intention to
cancel the admission to trading on AIM of Cove Shares
("Cancellation"). Cove confirms that it has applied
to the London Stock Exchange for Cancellation.
It is expected that Cancellation will occur at 7.00 a.m. on
18 September 2012 after which time Cove
Shares will no longer be admitted to trading on AIM.
Cove confirms that Shareholder consent at a general meeting
of Cove, which would otherwise be required pursuant to AIM
Rule 41, will not be required as the application for
cancellation has been made by Cove after the Offer has been
declared wholly-unconditional and after PTTEP AI has received
valid acceptances in respect of more than 75 per cent. of the
Cove Shares to which the Offer relates.
Cancellation will significantly reduce the liquidity and
marketability of any Cove Shares that have not been accepted
pursuant to the Offer. Following Cancellation, Cove
Shareholders will only be able to sell their Cove Shares via
off-market transactions. Cove Shareholders are still able to
buy and sell Cove Shares on market prior to Cancellation.
Terms used but not defined in this announcement shall have
the meanings given to them in the Offer
Document published by the PTTEP AI on 1 June 2012. For
further information please contact:
Cove Energy plc
John Craven, CEO Tel: +44(0)20 7831 3113 c/o Billy Clegg
Cenkos Securities
Jon Fitzpatrick Tel: +44 (0)20 7397 8900
Ken Fleming Tel: +44 (0)131 220 9772
FTI Consulting Tel: +44 (0)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.
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.
CURRENT DIRECTORSHIPS OF DR ANUN CHONCHAWALIT PTTEP
International Holding Co Ltd
PTTEP Netherland Holding Limited
PTTEP Rommana Company Limited
FORMER DIRECTORSHIPS OF DR ANUN CHONCHAWALIT PTTEP Holding Co
Ltd
PTTEP Merangin Co Ltd
PTTEP Offshore Investment Co Ltd
PTTEP International Ltd PTTEP Indonesia Co Ltd PTTEP Bengara
I Co Ltd PTTEP Australia Pty Ltd
PTTEP Australia Offshore Pty Ltd
PTTEP Australia Perth Pty Ltd
PTTEP Australia Browse Basin Pty Ltd
PTTEP Australasia Pty Ltd
PTTEP Australasia (Finance) Pty Ltd PTTEP Australasia
(Petroleum) Pty Ltd PTTEP Australasia (Tullian) Pty Ltd PTTEP
Australasia (Operations) Pty Ltd
PTTEP Australasia (Ashmore Cartier) Pty Ltd
PTTEP Australasia (Staff) Pty Ltd
Bangladesh Limited
JV Shore Base limited PTTEP South Asia Limited JV Marine
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