Mandatory Cash Offer by Centrica Resources (UK) Limited ("Centrica Resources") a wholly-owned subsidiary of Centrica plc for Venture Production plc ("Venture")
Offer wholly unconditional
Centrica Resources announces that the Offer is wholly unconditional and notes that the recommendation of Venture's Board that Shareholders accept the Offer is also now unconditional.
As at 3.00 p.m. (London time) on Thursday 27 August 2009, Centrica Resources had received valid acceptances of the Offer and was, together with its nominee, the registered holder in respect of a total of 96,129,759 Shares which may be counted towards satisfaction of the acceptance condition to the Offer, representing approximately 64.2 per cent. of the current issued share capital of Venture. Within this Centrica Resources has received valid acceptances in respect of 24,168,706 Shares, representing approximately 16.1 per cent. of the current issued share capital of Venture and is, together with its nominee, the registered holder of 71,961,053 Shares, representing approximately 48.0 per cent. of the current issued share capital of Venture.
In addition to the Shares referred to above, Centrica Resources has also acquired, subject to settlement, 3,194,677 Shares, representing approximately 2.1 per cent. of the current issued share capital of Venture. Accordingly, as at 3.00 p.m. (London time) on Thursday 27 August 2009, Centrica Resources owned, had agreed to acquire or had received valid acceptances of the Offer in respect of a total of 99,324,436 Shares, representing approximately 66.3 per cent. of the current issued share capital of Venture.
Extension of Offer
Centrica Resources announces that the Offer will remain open for acceptance until further notice.
As a result of this extension, 1.00 p.m. (London time) on Monday 14 September 2009 is no longer a closing date for the Offer and, therefore, no announcement of the level of acceptances as of that date will be made.
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 posted to Shareholders on 16 July 2009 (the "Offer Document") and which was re-sent to Shareholders on 22 August 2009, 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.
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.
Shareholders who have not accepted the Offer are urged to do so as soon as possible.
Settlement
Except as provided in paragraph 6 of Part B of Appendix I to the Offer Document in the case of Shareholders who are not resident in the UK or the United States, settlement of the consideration to which Shareholders are entitled under the Offer will be despatched to validly accepting Shareholders: (i) in the case of acceptances received, valid and complete in all respects, as at 3.00 p.m. today, within 7 days of today's date; or (ii) in the case of acceptances received, valid and complete in all respects, after 3.00 p.m. today but while the Offer remains open for acceptance, within 7 days of such receipt, and in either case in the manner otherwise described in paragraph 18 of Part I of the Offer Document.
Convertible Bond offer
Centrica Resources further announces that the Convertible Bond offer, which was made by Centrica Resources on Wednesday 29 July 2009, is now wholly unconditional, and is being extended and will remain open until further notice.
As a result of this extension, 1.00 p.m. (London time) on Monday 14 September 2009 is no longer a closing date for the Convertible Bond offer.
Capitalised terms used but not defined in this announcement shall have the meaning given to them in the Offer Document.