J.P. Morgan Securities Ltd. ("JPMSL") has today advised Centrica Resources that it has submitted an acceptance to Centrica Resources in relation to the Offer in circumstances in which it was not permitted to do so under the Code. JPMSL, which is for the purposes of the Code an "exempt principal trader" connected with Centrica Resources, and is thereby permitted to own shares in Venture for its own account, submitted in error an acceptance in respect of 962,490 Shares (the "JPMSL Shares") which were held by JPMSL as a hedge for a client swap. Pursuant to Rule 38.3 of the Code, an "exempt principal trader" connected with an offeror is not permitted to accept an offer until the offer is unconditional as to acceptances.
Accordingly, and in accordance with the terms of the Offer and Rule 38.3, the acceptance by JPMSL of the Offer in respect of the JPMSL Shares is invalid and the JPMSL Shares should not have been included for the purposes of determining the levels of valid acceptances of the Offer as at 1.00 p.m. (London time) on 13 August 2009.
The terms, process and timetable of the Offer remain unaffected and there are no other consequences arising for the Offer as a result of this matter.
Set out below are corrected details of the levels of valid acceptances of the Offer, as at 1.00 p.m. (London time) on 13 August 2009.
Levels of acceptances
As at 1.00 p.m. (London time) on 13 August 2009 (being the first closing date of the Offer), Centrica Resources had received valid acceptances in respect of 15,303,884 Shares, representing approximately 10.2 per cent. of the current issued share capital of Venture and approximately 8.8 per cent. of the ordinary share capital of Venture on a fully diluted basis.
Centrica Resources already owned 44,781,179 Shares representing approximately 29.9 per cent. of the current issued share capital of Venture and approximately 25.8 per cent. of the ordinary share capital of Venture on a fully diluted basis.
Accordingly, as at 1.00 p.m. (London time) on 13 August 2009, Centrica Resources either owned or, had received valid acceptances of the Offer in respect of a total of 60,085,063 Shares, representing in aggregate approximately 40.1 per cent. of the issued share capital of Venture and approximately 34.6 per cent. of the ordinary share capital of Venture on a fully diluted basis.
As explained in Centrica Resources' announcement of 13 August 2009, satisfaction of the acceptance condition for the Offer is conditional upon Centrica Resources receiving valid acceptances in respect of, or otherwise holding, such number of Shares so as to give it an interest of over 50 per cent. of the fully diluted ordinary share capital of Venture (or such lower percentage as Centrica Resources may decide, provided that such condition will not be satisfied unless Centrica Resources and/or any other members of the Centrica Group shall have acquired or agreed to acquire, whether pursuant to the Offer or otherwise, Shares carrying in aggregate more than 50 per cent. of the voting rights then normally exercisable at general meetings of Venture). The fully diluted ordinary share capital of Venture comprises:
- all Shares issued and then outstanding;
- the maximum number of Shares issuable upon the conversion of the Convertible Bonds (or such lower number of Shares as Centrica Resources may decide); and
- the maximum number of Shares issuable pursuant to the Share Schemes, whether or not such shares are issued or may become issuable during or after the Offer Period (or such lower number of Shares as Centrica Resources may decide).
Interests in relevant securities
(a) as disclosed in this announcement; and
(b) for £75,500,000 Convertible Bonds held by Centrica Resources (which Centrica Resources understands are currently convertible into 8,287,596 Shares), which constitute 50 per cent. of the total number of Convertible Bonds,
for the period from the commencement of the Offer Period to 1.00 p.m. (London time) on 13 August 2009, neither Centrica Resources, nor any of the directors of Centrica Resources, nor, so far as Centrica Resources is aware, any person acting in concert (within the meaning of the Code) with Centrica Resources owns or has owned or controls or has controlled any Shares or any securities convertible or exchangeable into Shares (including pursuant to any short or long exposure, whether conditional or absolute, to changes in the prices of securities) or any rights to subscribe for or purchase the same, or hold or has held any options (including traded options) in respect of, or has or has had any option to acquire, any Shares or has entered into any derivatives referenced to Shares ("Relevant Shares") which remain outstanding, nor does any such person have or has any such person had any arrangement in relation to Relevant Shares. An "arrangement" for these purposes also includes any indemnity or option arrangement, or any agreement or understanding, formal or informal, of whatever nature, relating to Relevant Shares which may be an inducement to deal or refrain from dealing in such securities, or any borrowing or lending of Relevant Shares that have not been on-lent or sold.
In addition to the above, as required by the Code, except as disclosed above, Centrica Resources confirms as follows:
(a) no acceptances of the Offer have been received from parties acting in concert (within the meaning of the Code) with Centrica Resources; and
(b) neither Centrica Resources, nor any person acting in concert (within the meaning of the Code) with Centrica Resources, has received any irrevocable commitments or letters of intent in respect of Shares to accept the Offer.
The Offer remains open for acceptance until 1.00 p.m. (London time) on Friday, 28 August 2009.
The Offer is final and will not be increased, except that Centrica Resources reserves the right to revise and/or increase the Offer if a competitive situation arises.
Unless otherwise defined herein, capitalised terms used but not defined in this announcement shall have the meaning given to them in the offer document sent to Shareholders on 16 July 2009 (the "Offer Document").