On 16 July 2009, Centrica Resources made a final cash offer to acquire the entire issued (and to be issued) share capital of Venture, not already held by it, at an offer price of 845 pence per Share (the “Offer”).
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.
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 16,266,374 Shares, representing approximately 10.9 per cent. of the current issued share capital of Venture and approximately 9.4 per cent. of the ordinary share capital of Venture on a fully diluted basis.
Centrica Resources already owns 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 61,047,553 Shares, representing in aggregate approximately 40.8 per cent. of the issued share capital of Venture and approximately 35.2 per cent. of the ordinary share capital of Venture on a fully diluted basis.
Extension of Offer Period
Centrica Resources further announces that the Offer, which remains subject to the terms and conditions set out or referred to in the offer document posted to Shareholders on 16 July 2009 (the “Offer Document”), is being extended and will remain open for acceptance until the next closing date which will be 1.00 p.m. (London time) on Friday 28 August 2009.
Any further extensions of the Offer Period will be publicly announced no later than 8.00 a.m. on the Business Day following the date on which the Offer was otherwise due to expire, or such later date or time as the Panel may agree.
Update on anti-trust process
As announced by Centrica Resources on 23 July 2009, the proposed acquisition of Venture pursuant to the Offer is being assessed by the European Commission under the EC Merger Regulation.
As stated in that announcement, Centrica Resources believes that no material anti-trust issues are likely to arise in relation to the Offer and that the Commission’s merger review process will be concluded by 26 August 2009 in accordance with the Commission's prescribed timetable.
Centrica Resources notes that Rule 5 of the City Code on Takeovers and Mergers restricts the acquisition of 30 per cent. or more of the voting rights in Venture, unless certain conditions specified under Rule 5.2 (c) are met.
Acceptance condition
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).
Acceptance procedure
To accept the Offer in respect of Shares held in certificated form (that is, not in CREST), Shareholders should complete, sign and return the Form of Acceptance which accompanied the Offer Document together with their share certificate(s) 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 and in any event so as to be received by Equiniti (Centrica Resources’ registrar) by no later than 1.00 p.m. (London time) on Friday 28 August 2009.
If you have lost your Form of Acceptance please telephone Equiniti on 0871 384 2857 or, if calling from overseas, +44 121 415 7571, to request a replacement.
To accept the Offer in respect of Shares held in uncertificated form (that is, in CREST), 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 and, in any event, by no later than 1.00 p.m. (London time) on Friday 28 August 2009.
Shareholders who have not accepted the Offer are urged to do so as soon as possible.
Interests in relevant securities
Except:
(a) as disclosed above; 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,
as at the date of this announcement and since the commencement of the Offer Period, 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, 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.
Convertible Bond Offer
Both the announcement of a firm intention to make the Offer and the Offer Document stated that Centrica Resources would comply with the requirements of the Code and make an appropriate offer or proposal to the holders of Convertible Bonds (the “Convertible Bond Offer”). The Convertible Bond Offer was made on Wednesday 29 July 2009.
Centrica Resources further announces that the Convertible Bond Offer, which remains subject to its terms and condition, is being extended and will remain open for acceptance until the next closing date which will be 1.00 p.m. (London time) on Friday 28 August 2009.
Unless otherwise defined herein, capitalised terms used but not defined in this announcement shall have the meaning given to them in the Offer Document.