Register to get unlimited Level 2

Company Announcements

Possible Cancellation and Offer to Minorities

Related Companies

RNS Number : 5953K
Forum Energy Plc
17 April 2015
 



 

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 OF THAT JURISDICTION

 

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE"). IT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE

 

 

Forum Energy plc

 

("Forum Energy" or the "Company")

 

Share Price Movement,

Possible Cancellation of Admission

and Possible Offer to Minorities

 

 

The board of Forum Energy (the "Board") notes the recent movement in the Company's share price.

 

Following the Company's announcement on 2 March 2015 in relation to the decision by the Philippine Department of Energy to grant a force majeure on Service Contract 72, the Board is considering applying for the cancellation of admission to AIM of the Company's ordinary shares ("Shares") ("Cancellation"), which would require a shareholder resolution at the Company's forthcoming AGM in June.

 

The Company has been exploring options to allow its minority shareholders the ability to trade out of their Shares prior to the Cancellation taking effect.  As the Company is unable to make a tender offer for its Shares due to having negative reserves, it has explored other alternatives. It is currently in discussions with Philex Petroleum Corporation ("Philex"), which has an interest in approximately 60.57% of Forum Energy (including through Philex's subsidiary, FEC Resources Inc, ("FEC") and FEC's  nominee, Ferlim Nominees Limited), regarding Philex potentially making an offer to minority shareholders to acquire their Shares for cash prior to the Cancellation taking effect so that shareholders have the option of selling their Shares rather than retaining shares in an unlisted company.

 

Philex is currently considering whether such an offer will be made and there is no certainty that such an offer will be made. However, Philex has indicated to the Company that, were such an offer to be made, Philex would offer minority shareholders cash consideration of 20 pence per Share.

 

This announcement has been made with the consent of Philex.

 

This is an announcement falling under Rule 2.4 of the Code. It does not constitute an announcement of a firm intention to make an offer under Rule 2.7 of the Code.

 

For the purposes of Rule 2.5(a) of the Code, Philex reserves the right to make an offer for the Shares at less than 20 pence per Share in cash with the agreement or recommendation of the Board of the Company.

 

In accordance with Rule 2.6(a) of the Code, Philex is required, by not later than 5.00 p.m. on 15 May 2015, either to announce a firm intention to make an offer to the minority shareholders in the Company or announce that it does not intend to make such an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.

 

A further announcement will be made in due course, as appropriate.

 

A copy of this announcement will be available on the Company's website at www.forumenergyplc.com. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

 

 

For further information please contact:


Forum Energy Plc

Paul Wallace                Tel: +44 (0) 208 616 7297

Executive Director


Execution Noble & Company, trading as Espirito Santo Investment Bank

(Nominated adviser)

Harry Stockdale                 Tel: +44 (0) 207 456 9191

John Riddell

 

Execution Noble & Co Limited, which is regulated in the United Kingdom by The Financial Conduct Authority is acting exclusively for the Company in relation to the matters described in this announcement and is not advising any other person, and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to customers of Execution Noble & Co Limited or for providing advice in relation to the matters described in this announcement.

 

Rule 2.10 Disclosure

 

In accordance with Rule 2.10 of the Code, the Company confirms that, as at the close of business on 16 April 2015, it had 35,549,533 Shares of 10 pence each in issue. There are no Shares held in treasury. The International Securities Identification Number for the Shares is GB00B07C1T48.

 

Disclosure requirements of 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 securities exchange 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 securities exchange 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 securities exchange 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 securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange 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 securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange 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 securities exchange 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 securities exchange 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 http://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.

 

 

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
STRUBRORVRASAAR

Top of Page