Recommended Mandatory Cash Offer by Centrica Resources (UK) Limited ("Centrica Resources") (a wholly-owned subsidiary of Centrica plc) for Venture Production plc ("Venture") (the "Offer")
Commencement of the Compulsory Acquisition Procedure
Centrica Resources announces that compulsory acquisition notices (the "Notices") pursuant to section 979 of the Companies Act 2006 (the "Act") have been posted today to those Venture shareholders who have not accepted the Offer (the "Non-Assenting Shareholders") setting out Centrica Resources' intention to acquire compulsorily all outstanding Venture shares on the same terms as originally available under the Offer.
Levels of Acceptance
As at 11 a.m. on 24 September 2009, Centrica Resources owned or had received valid acceptances of the Offer in respect of 143,095,940 Venture shares, representing in aggregate approximately 95.54 per cent. of the existing issued ordinary share capital of Venture. Therefore, excluding those Venture shares acquired by Centrica Resources prior to the commencement of the Offer, valid acceptances had been received in respect of more than 90 per cent. of the Venture shares to which the Offer relates.
Venture has applied to the UK Listing Authority for the cancellation of the listing of Venture shares on the Official List and to the London Stock Exchange for the cancellation of admission to trading of Venture shares on the London Stock Exchange's main market for listed securities. This is expected to take effect on or shortly after 8.00 a.m. (London time) on 2 October 2009.
Unless Non-Assenting Shareholders apply to court and the court orders otherwise, on the expiry of six weeks from the date of the Notices, being 10 November 2009, the Venture shares held by Non-Assenting Shareholders who have not accepted the Offer by 9 November 2009 will be acquired compulsorily by Centrica Resources under the terms of the Offer and such Non-Assenting Shareholders will be entitled to 845 pence in cash for each Venture share such Non-Assenting Shareholders hold on that date.
The Offer remains open until further notice.
Venture shareholders who have not accepted the Offer are encouraged to do so as soon as possible. Venture shareholders who have already accepted the Offer need take no further action.
To accept the Offer in respect of Venture shares held in certificated form (that is, not in CREST), Venture shareholders should complete, sign and return the Form of Acceptance which accompanied the offer document posted to Venture shareholders on 16 July 2009 (the "Offer Document"), and which was re-sent to Venture shareholders on 22 August 2009 with a copy of the announcement made by Centrica Resources on 21 August 2009 (the "Form of Acceptance"), in the reply-paid envelope which accompanied each Form of Acceptance, together with their share certificate(s) and/or other relevant document(s) of title, in accordance with the instructions contained therein and set out in the Offer Document, as soon as possible.
To accept the Offer in respect of Venture shares held in uncertificated form (that is, in CREST), Venture shareholders should follow the procedure for electronic acceptance through CREST in accordance with the instructions set out in the Offer Document so that the TTE Instruction settles as soon as possible.
As set out above, if Non-Assenting Shareholders do not accept the Offer by 9 November 2009, the Venture shares held by Non-Assenting Shareholders will be acquired compulsorily by Centrica Resources under the terms of the Offer.
If Venture shareholders require assistance with accepting the Offer, or have lost their Form of Acceptance and wish to request a replacement, please telephone Equiniti on 0871 384 2857 or, if calling from overseas, +44 121 415 7571*.
Capitalised terms used but not defined in this announcement shall have the meaning given to them in the Offer Document.
* Calls to 0871 384 2857 are charged at 8p per minute (including VAT) from a BT landline. Other service providers' costs may vary. Calls to +44 121 415 7571 from outside the UK are charged at applicable international rates. Different charges may apply to calls made from mobile telephones and calls may be recorded and monitored randomly for security and training purposes.