TIDMCOV
RNS Number : 9168D
PTT Exploration & Prod PublicCo Ltd
23 May 2012
FOR IMMEDIATE RELEASE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION
23 MAY 2012
RECOMMENDED CASH OFFER
BY
PTTEP AFRICA INVESTMENT LIMITED ("PTTEP AI")
(A WHOLLY OWNED SUBSIDIARY OF PTT EXPLORATION AND PRODUCTION
PUBLIC COMPANY LIMITED ("PTTEP"))
FOR
COVE ENERGY PLC ("COVE")
Summary
-- Further to PTTEP's announcement dated 24 February 2012 made
under Rule 2.4 of the Code of a proposed cash offer for the entire
issued and to be issued share capital of Cove (the "Possible Offer
Announcement"), PTTEP and Cove are pleased to announce that they
have reached agreement on the terms of a recommended cash offer to
be made by PTTEP AI (a wholly-owned subsidiary of PTTEP) for the
entire issued and to be issued share capital of Cove.
-- Under the terms of the Acquisition, Cove Shareholders who
accept the Offer will be entitled to receive:
o for each Cove Share held, 240 pence in cash.
-- The Acquisition values the entire issued and to be issued
share capital of Cove at approximately GBP1,221.4 million.
-- The Offer Price represents a premium of approximately:
o 9.1 per cent. to the offer of 220.0 pence per Cove Share
announced by Shell Exploration and Production (XL) B.V. on 24 April
2012 (the "Shell Offer") which the directors of Cove have
previously recommended;
o 155.3 per cent. to the Closing Price of 94.0 pence per Cove
Share as of 12 December 2011, the last Business Day prior to Cove's
announcement of the opening of the data room to certain parties who
expressed an interest in the Rovuma Project;
o 113.3 per cent. to the Closing Price of 112.5 pence per Cove
Share as of 4 January 2012, the last Business Day prior to Cove's
announcement of the sale process for the company; and
o 6.6 per cent. to the average Closing Price of 225.1 pence per
Cove Share over the five Business ending on 22 May 2012, the last
Business Day prior to the date of this announcement.
-- The Offer Price also represents an EV/recoverable resources
ratio of between US$0.41/mcf and US$0.86/mcf (approximately US$2.48
and US$5.18 per barrel of oil equivalent), based on the estimated
recoverable natural gas resources of between 50 tcf and 24 tcf in
the Rovuma Project including the Golfinho discovery, announced by
Cove on 15 May 2012.
-- Offshore East Africa and the Rovuma basin contain world scale
natural gas resources with significant additional potential in the
area. Cove and the Rovuma Project Interest represent a strong fit
for PTTEP, and the proposed acquisition of Cove is consistent with
PTTEP's strategy of leveraging the LNG value chain of the PTT
Group.
-- PTTEP is committed to be a partner to the Republic of
Mozambique and the partners of the Rovuma Project in the
development of this world-scale LNG project and the marketing of
the LNG volumes. PTTEP is also dedicated to using its extensive
experience in building a natural gas based economy, for the benefit
of the Republic of Mozambique and its people as well as for PTTEP's
shareholders.
-- PTTEP AI expects to fund the aggregate consideration payable
under the Acquisition using a mixture of existing cash resources
and a new committed debt facility made available under a facility
agreement available to the PTTEP Group.
-- The Board of Cove, which has been so advised by Standard
Chartered, considers the terms of the Acquisition tobe fair and
reasonable. In providing its advice to the Board of Cove, Standard
Chartered has taken into account the commercial assessments of the
Board of Cove.
-- The directors of Cove will unanimously recommend that Cove
Shareholders accept or procure acceptance of the Offer (or in the
event that the Acquisition is effected by means of a scheme of
arrangement under Part 26 of the Companies Act, recommend to Cove
Shareholders that they vote in favour of the Scheme at the Court
Meeting and the resolutions to be proposed at the General Meeting).
Accordingly, the directors of Cove confirm that they have withdrawn
their recommendation of the Shell Offer.
-- The Acquisition is conditional upon, amongst other things:
o valid acceptances of the Offer being received (and not, where
permitted, withdrawn) by no later than 1.00 p.m. on the First
Closing Date (or such time(s) and/or date(s) as PTTEP AI may, with
the consent of the Panel or in accordance with the Code, decide) in
respect of not less than 90 per cent. (or such lower percentage as
PTTEP AI may decide) in nominal value of the Cove Shares to which
the Offer relates;
o the receipt of written consent of the Republic of Mozambique's
Minister of Mineral Resources (or through one or more delegated
representatives) required as a result of the indirect change of
control of Cove Mozambique, the Rovuma Project Interest, Cove
Mozambique Onshore and the Rovuma Onshore Interest, such consent to
be in a form satisfactory to PTTEP AI and such consent, once given,
not having been revoked or withdrawn or otherwise having lapsed;
and
o Cove Mozambique being the owner of the entire legal and
beneficial interest in the Rovuma Project Interest and, following
the release of this announcement, no circumstances having arisen
which might reasonably be expected to result in Cove Mozambique no
longer being the owner of the entire legal and beneficial interest
in the Rovuma Project Interest.
Tevin Vongvanich, Chief Executive Officer, PTTEP, commenting on
the Acquisition said:
"We are delighted to have announced a recommended offer to
acquire Cove and all its assets. This acquisition illustrates our
commitment to leveraging the LNG value chain of the PTT Group and
is consistent with our long-term strategic priorities."
John Craven, Chief Executive Officer, Cove Energy plc,
commenting on the Acquisition said:
"The bid from PTTEP represents significant value for
shareholders and confirms the world class nature of Cove's East
African assets."
The above summary should be read in conjunction with, and is
subject to, the full text of this announcement and the
Appendices.
Appendix I sets out the conditions and the principal further
terms of the Acquisition and Appendix II contains bases and sources
of certain information contained in this announcement. Terms used
in this announcement have the meaning given to them in Appendix III
to this announcement.
Enquiries:
PTT Exploration and Production Public Company Limited (Investor
relations)
Energy Complex Building A
6th Floor & 19th - 36th Floor
555/1 Vibhavadi Rangsit Road
Chatuchak, Chatuchak
Bangkok 10900 Thailand
Phone: +66 (0) 2537 4000
Fax: +66 (0) 2537 4444
E-mail: IR@pttep.com
UBS Investment Bank (Financial adviser to PTTEP) +44 (0) 20 7567 8000
Jonathan Rowley
Philip Wolfe
Gerhard Riegler
Brunswick Group (PR adviser to PTTEP) +44 (0) 20 7404 5959
Andrew Mitchell
Patrick Handley
Will Carnwath
Cove Energy plc
Michael Blaha (Executive Chairman) +44 20 3008 5260
John Craven (CEO) +353 1 662 4351
Michael Nolan (Finance Director) +353 1 662 4351
Standard Chartered (Financial adviser to Cove) +44 20 7885 8888
Amer Baig
Geraldine Murphy
Rob Tims
Hein Pieter Boers
Aditya Yadav
Cenkos Securities plc (Nominated adviser and broker to Cove)
Jon Fitzpatrick +44 20 7397 8900
Ken Fleming +44 13 1220 6939
Joe Nally (Corporate Broking) +44 20 7397 8900
FTI Consulting (Cove Media Relations) +44 20 7831 3113
Billy Clegg
Edward Westropp
UBS, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively as
financial adviser to PTTEP and PTTEP AI in relation to the
Acquisition and no-one else and will not be responsible to anyone
other than PTTEP and PTTEP AI for providing the protections offered
to clients of UBS or for providing advice in relation to the
Acquisition or the contents of this announcement or any transaction
or arrangement referred to herein. UBS does not accept any
responsibility whatsoever to any person other than PTTEP or PTTEP
AI for the contents of this announcement or for any statement made
or purported to be made by it or on its behalf in connection with
the Acquisition. UBS accordingly disclaims all and any liability
whether arising in tort, contract or otherwise which it might
otherwise have in respect of this announcement or any such
statement.
Standard Chartered, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting
exclusively for Cove and for no one else in connection with the
Acquisition and will not be responsible to anyone other than Cove
for providing the protections afforded to clients of Standard
Chartered nor for giving advice in relation to the Acquisition or
any matter or arrangement referred to in this announcement.
Cenkos Securities plc ("Cenkos Securities"), which is authorised
and regulated in the United Kingdom by the Financial Services
Authority, is acting exclusively for Cove as nominated adviser and
broker and is not acting for or advising any other person and
accordingly will not be responsible to any person other than Cove
for providing advice in relation to the contents of this
announcement. Neither Cenkos Securities nor any of its affiliates
owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a customer of Cenkos
Securities in connection with this announcement, any statement
contained herein or otherwise.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas jurisdictions
The laws of relevant jurisdictions may affect the availability
of the Acquisition to persons who are not citizens, residents or
nationals of the United Kingdom. Persons who are not resident in
the United Kingdom, or who are citizens, residents or nationals of
a jurisdiction outside of the United Kingdom, should inform
themselves about and observe any applicable legal and regulatory
requirements. Any failure to comply with the laws and regulatory
requirements of the relevant jurisdiction may constitute a
violation of the securities laws of such jurisdiction.
This announcement is for information purposes only and is not
intended to be, and does not constitute or form any part of, any
offer to sell or subscribe for or any invitation to purchase or
subscribe for any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Acquisition or
otherwise. The Acquisition will be made solely pursuant to the
terms of the Offer Document (or, if applicable, the Scheme
Document) which will contain the full terms and conditions of the
Acquisition, including details of how to accept the Offer (or how
to vote in respect of a Scheme, as the case may be). Any decision
in respect of, or other response to, the Acquisition should be made
only on the basis of the information contained in the Offer
Document (or, if applicable, the Scheme Document).
Unless otherwise determined by PTTEP AI or required by the Code
and permitted by applicable law and regulation, the Acquisition
will not be made, directly or indirectly, in or into, or by the use
of the mails of, or by any means or instrumentality (including,
without limitation, by mail, telephonically or electronically by
way of internet or otherwise) of interests or foreign commerce of,
or by any facilities of a national, state or other securities
exchange of any Restricted Jurisdiction, and the Acquisition may
not be accepted by any other such use, means, instrumentality or
facility from or within any Restricted Jurisdiction. Accordingly,
unless otherwise determined by PTTEP AI or required by the Code and
permitted by applicable law and regulation, copies of this
announcement and any other documents related to the Acquisition are
not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from any
Restricted Jurisdiction. All persons receiving this announcement
(including, without limitation, custodians, nominees and trustees)
should observe these restrictions and any applicable legal or
regulatory requirements of their jurisdiction and must not mail or
otherwise forward, send or distribute this announcement in, into or
from any Restricted Jurisdiction.
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and/or regulation and therefore any persons who are subject to
the laws and regulations of any jurisdiction other than the United
Kingdom should inform themselves about, and observe, any applicable
requirements.
The Acquisition will be for the securities of a corporation
organised under the laws of England and will be subject to the
procedure and disclosure requirements of England. Since this
announcement has been prepared in accordance with English law and
the Code, the information disclosed may not be the same as that
which would have been prepared in accordance with the laws of
jurisdictions outside England.
Cautionary Note Regarding Forward-looking statements
This announcement, including information included or
incorporated by reference in this announcement, may contain
"forward-looking statements" concerning the Acquisition, PTTEP,
PTTEP AI and Cove. Generally, the words "will", "may", "should",
"could", "would", "can", "continue", "opportunity", "believes",
"expects", "intends", "anticipates", "estimates" or words or terms
of similar substance or the negative thereof are forward-looking
statements. These statements are based on assumptions and
assessments made by Cove, and/or PTTEP or PTTEP AI in light of
their experience and their perception of historical trends, current
conditions, future developments and other factors they believe
appropriate. The forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially
from those expressed in the forward-looking statements.
Forward-looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of
PTTEP's, PTTEP AI's or Cove's operations and potential synergies
resulting from the Acquisition; and (iii) the effects of government
regulation on PTTEP's, PTTEP AI's or Cove's business. Many of these
risks and uncertainties relate to factors that are beyond the
companies' abilities to control or estimate precisely, such as
future market conditions and the behaviours of other market
participants, and therefore undue reliance should not be placed on
such statements. There are several factors which could cause actual
results to differ materially from those expressed or implied in
forward-looking statements. Among the factors that could cause
actual results to differ materially from those described in the
forward-looking statements are changes in the global, political,
economic, business, competitive, market and regulatory forces,
future exchange and interest rates, changes in tax rates, tax
regimes and future business combinations or dispositions. All
subsequent oral or written forward-looking statements attributable
to PTTEP, PTTEP AI or Cove or any of their respective members,
directors, officers or employees or any persons acting on their
behalf are expressly qualified in their entirety by the cautionary
statement above. PTTEP, PTTEP AI and Cove disclaim any obligation
in respect of, and do not intend to update or correct the
information contained in this document (whether as a result of new
information, future events or otherwise), except as required
pursuant to applicable law.
Nothing in this announcement is intended, or is to be construed,
as a profit forecast or to be interpreted to mean that the earnings
per PTTEP share or Cove Share for the current or future financial
years will necessarily match or exceed the historical published
earnings per PTTEP share or Cove Share (as the case may be).
Notice to Cove Shareholders in the United States
The Offer will be made for securities of a corporation organised
under the laws of England, and Cove Shareholders in the United
States should be aware that this announcement, the Offer Document
(or, if applicable, the Scheme Document) and any other documents
relating to the Offer have been or will be prepared in accordance
with the Code, the AIM Rules and UK disclosure requirements, format
and style, all of which differ from those generally applicable in
the United States. The financial statements of PTTEP and Cove and
all financial information that is included in this announcement, or
that may be included in the formal offer documentation or any other
documents relating to the Offer, have been or will be prepared
otherwise than in accordance with US GAAP and may not be comparable
to the financial statements or other financial information of US
companies.
The Offer will be for the securities of a non-US company which
does not have securities registered under Section 12 of the US
Securities Exchange Act. The Offer will be made in the United
States pursuant to Section 14(e) of, and Regulation 14E under, the
US Securities Exchange Act, subject to the exemptions provided by
Rule 14d-1 under the US Securities Exchange Act and otherwise in
accordance with the requirements of the Code. Accordingly, the
Offer will be subject to disclosure and other procedural
requirements, including with respect to withdrawal rights, offer
timetable, settlement procedures and timing of payments that are
different from those applicable under US domestic tender offer
procedures and laws. In the United States, the Offer will be deemed
made solely by PTTEP AI and not by any of its financial
advisers.
In accordance with, and to the extent permitted by, the Code,
normal UK market practice and Rule 14e-5 under the US Securities
Exchange Act, PTTEP AI or its nominees, or its brokers (acting as
agents) or their respective affiliates may from time to time make
certain purchases of, or arrangements to purchase, Cove Shares
outside the United States, other than pursuant to the Offer, before
or during the period in which the Offer remains open for
acceptance. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices.
Such purchases, or arrangements to purchase, will comply with all
applicable UK rules, including the Code and the rules of the London
Stock Exchange, and Rule 14e-5 under the US Securities Exchange Act
to the extent applicable. In addition, in accordance with, and to
the extent permitted by, the Code, normal UK market practice and
Rule 14e-5 under the US Securities Exchange Act, UBS and its
respective affiliates will continue to act as exempt principal
traders in Cove Shares on the London Stock Exchange and engage in
certain other purchasing activities consistent with their
respective normal and usual practice and applicable law. Any
information about such purchases will be disclosed as required in
the UK and will be available to all investors (including Cove
Shareholders in the United States) from any Regulatory Information
Service including the Regulatory News Service on the London Stock
Exchange website, www.londonstockexchange.com .
Each Cove Shareholder in the United States is urged to consult
with his independent professional adviser regarding any acceptance
of the Offer including, without limitation, to consider the tax
consequences associated with such shareholder's acceptance of
the
Offer.
Neither the SEC nor any other United States state securities
commission has approved or disapproved the Offer, or passed
judgment upon the adequacy or completeness of this announcement or
the Offer Document. Any representation to the contrary is a
criminal offence.
It may be difficult for Cove Shareholders in the United States
to enforce their rights and any claim arising out of the US federal
securities laws, since PTTEP AI and Cove are incorporated under the
laws of countries other than the United States, and some or all of
their officers and directors may be residents of countries other
than the United States. Cove Shareholders in the United States may
not be able to sue a non-US company or its officers or directors in
a non-US court for violations of the US securities laws. Further,
it may be difficult to compel a non-US company and its affiliates
to subject themselves to a US court's judgment or jurisdiction.
Dealing disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of any paper 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 paper
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 paper 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 paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper 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 per cent. or more of any class of relevant
securities of the offeree company or of any paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any paper 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 paper 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 paper
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 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.
Information relating to Cove Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by Cove Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Cove may be provided to PTTEP and PTTEP AI
during the offer period as required under Section 4 of Appendix 4
of the Code.
Publication on websites
In accordance with Rule 30.4 of the Code, a copy of this
announcement will be available, subject to certain restrictions in
relation to persons resident in Restricted Jurisdictions, on
PTTEP's website (http://www.pttep.com) and on Cove's website
(http://www.cove-energy.com) by no later than 12 noon on 24 May
2012. Neither the contents of Cove's website, the contents of
PTTEP's website, nor the content of any other website accessible
from hyperlinks on either Cove's or PTTEP's website, is
incorporated into or forms part of this announcement.
FOR IMMEDIATE RELEASE
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 OR REGULATIONS OF THAT
JURISDICTION
23 May 2012
RECOMMENDED CASH OFFER
BY
PTTEP AFRICA INVESTMENT LIMITED ("PTTEP AI")
(A WHOLLY OWNED SUBSIDIARY OF
PTT EXPLORATION AND PRODUCTION PUBLIC COMPANY LIMITED
("PTTEP"))
FOR
COVE ENERGY PLC ("COVE")
1. Introduction
Further to PTTEP's Possible Offer Announcement, PTTEP and Cove
are pleased to announce that they have reached agreement on the
terms of a recommended cash offer to be made by PTTEP AI (a
wholly-owned subsidiary of PTTEP) for the entire issued and to be
issued share capital of Cove.
The directors of Cove will unanimously recommend that Cove
Shareholders accept or procure acceptance of the Offer (or in the
event that the Acquisition is effected by means of a scheme of
arrangement under Part 26 of the Companies Act, recommend to Cove
Shareholders that they vote in favour of the Scheme at the Court
Meeting and the resolutions to be proposed at the General Meeting).
Accordingly, the directors of Cove confirm that they have withdrawn
their recommendation of the Shell Offer.
2. Summary of the Acquisition
Under the terms of the Acquisition, which will be on and subject
to the terms and conditions set out below and in Appendix I to this
announcement and to be set out in the Offer Document and the Form
of Acceptance (or in the event that the Acquisition is implemented
by way of a Scheme of Arrangement, in the Scheme Document), Cove
Shareholders who accept the Offer will be entitled to receive:
240 pence in cash for each Cove Share
The Acquisition values the entire issued and to be issued share
capital of Cove at approximately GBP1,221.4 million.
The Offer Price represents a premium of approximately:
-- 9.1 per cent. to the offer of 220.0 pence per Cove Share
announced in the Shell Offer which the directors of Cove have
previously recommended;
-- 155.3 per cent. to the Closing Price of 94.0 pence per Cove
Share as of 12 December 2011, the last Business Day prior to Cove's
announcement of the opening of the data room to certain parties who
expressed an interest in the Rovuma Project;
-- 113.3 per cent. to the Closing Price of 112.5 pence per Cove
Share as of 4 January 2012, the last Business Day prior to Cove's
announcement of the sale process for the company; and
-- 6.6 per cent. to the average Closing Price of 225.1 pence per
Cove Share over the five Business ending on 22 May 2012, the last
Business Day prior to the date of this announcement.
The Offer Price also represents an EV/recoverable resources
ratio of between US$0.41/mcf and US$0.86/mcf (approximately US$2.48
and US$5.18 per barrel of oil equivalent), based on the estimated
recoverable natural gas resources of between 50 tcf and 24 tcf, in
the Rovuma Project including the Golfinho discovery, announced by
Cove on 15 May 2012.
3. Background to and reasons for the Acquisition
Since its inception in 1978, PTTEP's parent company, PTT Public
Company Limited ("PTT"), has successfully led the creation of a
natural gas based economy in Thailand. PTT has more than 3,000 km
of onshore and offshore gas transmission pipelines, a 5 MTPA
("million tonnes per annum") LNG import terminal and related
infrastructure, to support Thailand's natural gas based economy.
Thailand has been at the forefront of the natural gas revolution
for more than 30 years and has built an extensive industry across
the natural gas value chain comprising power generation,
petrochemical, transportation and further value added downstream
industry. To satisfy Thailand's ever-rising gas demand, PTTEP is
dedicated to seeking and securing an energy supply for the country,
in which LNG will play a major role.
Cove has (among other interests) an 8.5 per cent. participating
interest in the Rovuma Project, which is a world class gas
discovery. The Acquisition would mark PTTEP's entry into the highly
prospective East Africa Hydrocarbon province and provide PTTEP with
a potentially high-impact portfolio which focuses on capturing
exploratory value in the region. The Rovuma Project Interest
represents a strong fit for PTTEP and the Acquisition is consistent
with PTTEP's strategy of leveraging the LNG value chain of the PTT
Group in Thailand, which has strong LNG demand for the development
of the country in the future. PTTEP and the PTT Group are dedicated
to using its extensive experience in building a natural gas based
economy and capability across the entire gas value chain for the
benefit of the Republic of Mozambique and its people.
4. Recommendation
The Board of Cove, which has been so advised by Standard
Chartered, considers the terms of the Acquisition to be fair and
reasonable. In providing its advice to the Board of Cove, Standard
Chartered has taken into account the commercial assessments of the
Board of Cove.
The directors of Cove will unanimously recommend to Cove
Shareholders that they accept or procure acceptance of the Offer
(or in the event that the Acquisition is effected by means of a
scheme of arrangement under Part 26 of the Companies Act, recommend
to Cove Shareholders that they vote in favour of the Scheme at the
Court Meeting and the resolutions to be proposed at the General
Meeting).Accordingly, the directors of Cove confirm that they have
withdrawn their recommendation of the Shell Offer.
5. Background to and reasons for recommending the
Acquisition
The announcement of the Acquisition follows the decision
announced by Cove on 5 January 2012 to conduct a formal sale
process for the company and the announcement by PTTEP on 24
February 2012 made under Rule 2.4 of the Code of a proposed cash
offer of 220pence per Cove Share.
On 24 April 2012 a recommended offer of 220 pence per Cove share
was announced by Shell Exploration and Production (XL) B.V., which
signalled the end of the formal sale process.
In arriving at their decision to recommend the Acquisition, the
directors of Cove have taken into account that the terms of the
Acquisition represent a significant premium of approximately:
-- 9.1 per cent. to the offer of 220.0 pence per Cove Share
announced in the Shell Offer which the directors of Cove have
previously recommended;
-- 155.3 per cent. to the Closing Price of 94.0 pence per Cove
Share as of 12 December 2011, the last Business Day prior to Cove's
announcement of the opening of the data room to certain parties who
expressed an interest in the Rovuma Project;
-- 113.3 per cent. to the Closing Price of 112.5 pence per Cove
Share as of 4 January 2012, the last Business Day prior to Cove's
announcement of the sale process for the company; and
-- 6.6 per cent. to the average Closing Price of 225.1 pence per
Cove Share over the five Business ending on 22 May 2012, the last
Business Day prior to the date of this announcement.
In addition, the directors of Cove have taken into account that
the terms of the Acquisition represent an EV/recoverable resources
ratio of between US$0.41/mcf and US$0.86/mcf (approximately US$2.48
and US$5.18 per barrel of oil equivalent), based on the estimated
recoverable natural gas resources of between 50 tcf and 24 tcf, in
the Rovuma Project including the Golfinho discovery, announced by
Cove on 15 May 2012.
The Board of Cove will unanimously recommend the all-cash offer,
not only due to the implied premiums and sector transaction
multiple as described above, but also taking into account other
factors of relevance to Cove Shareholders including transaction
execution, financing and completion. Cove Shareholders should note
that PTTEP has not yet obtained the consent of Mozambique's
Minister of Mineral Resources to the indirect change of control of
Cove Mozambique, the Rovuma Project Interest, Cove Mozambique
Onshore and the Rovuma Onshore Interest. Cove has agreed to assist
PTTEP in relation to obtaining such consent.
6. Information on PTTEP and PTTEP AI
PTTEP is Thailand's national petroleum exploration and
production company with 40 projects in 12 countries around the
globe. Established in 1985 and publicly listed in 1993, PTTEP is
the second largest company on the Stock Exchange of Thailand by
market capitalisation with a market capitalisation of 536.2 billion
baht (or US$17.1 billion), in each case as of 22 May 2012. PTTEP is
one of the largest producers of oil and gas in Asia. In 2011, PTTEP
produced around 100 million barrels of oil equivalent and natural
gas represented 71 per cent. of total sales.
PTTEP is at the forefront of global natural gas producers. PTTEP
has built a strong international portfolio and international assets
now account for 44 per cent. of PTTEP's oil and gas reserves. PTTEP
has operations in Southeast Asia, the Middle East, North Africa,
Australasia and North America, and has a long history of working
highly successfullywith national and international oil companies.
Most recently, PTTEP completed the acquisition of a 40 per cent.
stake in the Kai Kos Dehseh Oil Sands Project in Canada from
Statoil ASA for US$2.3 billion.
Together with its parent company, PTT, which holds an interest
of approximately 65 per cent. in PTTEP, PTTEP is dedicated to
satisfying the natural gas demands of Thailand and of the other
countries in which it operates. As a net energy importer, Thailand
has been actively seeking to secure an energy supply in which LNG
will play a major role in meeting continuously increasing gas
demands. PTT has gas sales in excess of 4 BCFD ("billion cubic feet
per day"). PTT currently imports close to 1 BCFD of natural gas and
it completed the construction of a 5 MTPA LNG receiving terminal in
2011, with an additional 5 MTPA to be developed in the near future.
PTTEP is committed to be a partner to the Republic of Mozambique
and the partners of the Rovuma Project in the marketing of the LNG
volumes of the project there.
PTTEP AI is an indirect wholly owned subsidiary of PTTEP and is
incorporated under the laws of the Cayman Islands. PTTEP AI acts as
a holding company for exploration and production assets of the
PTTEP Group in Africa.
7. Information on Cove
Cove is an exploration and production company with a strategy of
value creation through exploration and appraisal. Cove is
incorporated in England and Wales and was re-admitted to trading on
AIM in 2009 after acquiring its current interests in East Africa
and completing an associated fund raising to finance the company's
initial participation in these assets. Key interests held by Cove
are listed below:
Mozambique Offshore: Cove has an 8.5 per cent. participating
interest in the Rovuma Project in Mozambique which contains
significant discoveries holding estimated recoverable resources of
up to 50+ tcf in the Rovuma Project including the Golfinho
discovery, announced by Cove on 15 May 2012. The partnership is
currently undertaking an extensive exploration, appraisal and
development planning programme targeted at achieving final
investment decision by the end of 2013 leading to the construction
of a liquefaction facility to support the sale of significant
volumes of LNG to export markets.
Mozambique Onshore: Cove has a 10 per cent. participating
interest in the onshore concession area of the Rovuma Block in
Mozambique covering 12,000 sq km. A work programme comprising circa
1,000 km of 2D seismic is planned for 2012, followed by a potential
2 well drilling programme in 2013.
Kenya Offshore: Cove has a 10 per cent. working interest in
blocks L5, L7,L11A, L11B and L12 covering an area of 30,682 sq km
offshore Kenya. Two 3D seismic programmes were completed in 2011
and the first exploration well is planned in 2012. Cove also has a
25 per cent. working interest in offshore blocks L10A and a 15 per
cent. working interest in Kenya offshore block L10B. L10A and L10B
together cover an area of more than 10,400 sq km. A programme of 2D
and 3D seismic was recently completed on these blocks.
On 30 January 2012 Cove announced it has entered into an
agreement to divest its Tanzanian interests, comprising a 16.38 per
cent. interest in production operations and 20.475 per cent.
interest in exploration operations in the Mnazi Bay Production
Sharing Contract to Wentworth Resources Ltd ("Wentworth") in
exchange for:
-- an increase in profit share from Mozambique Rovuma Offshore
Area 1 Block through the termination by Wentworth of a profit
petroleum royalty interest of 4.95 per cent. over Cove's Rovuma
Project Interest;
-- two million newly issued fully paid shares in Wentworth to be retained by Cove; and
-- contingent payments of up to US$8.5 million, depending on
future natural gas production thresholds from the Mnazi Bay
Production Sharing Contract being achieved.
In 2010, Cove had revenues of US$363,000. As at 31 December
2010, Cove had gross assets of US$275 million. For the six months
ended 30 June 2011, Cove made a net loss of US$1,259,000.
8. Financing of the Acquisition
PTTEP AI expects to fund the aggregate consideration payable
under the Acquisition using a mixture of existing cash resources
and a new committed debt facility made available under a facility
agreementbetween PTTEP AI, PTTEP Borrower (a wholly owned
subsidiary of PTTEP) and UBS AG, Hong Kong Branch and certain other
finance parties. The obligations of PTTEP Borrower under the
facility agreement are to be guaranteed by PTTEP AI under the terms
of the facility agreement and by PTTEP by way of a separate
guarantee.
Further details of the facility agreement and financing
arrangements will be set out in the Offer Document (or, as the case
may be, the Scheme Document).
UBS, exclusive financial adviser to PTTEP, has confirmed that it
is satisfied that sufficient resources are available to PTTEP to
enable it to satisfy in full the cash consideration payable by
PTTEP under the terms of the Acquisition.
9. Assistance of Cove in relation to required approvals
Cove has agreed to assist PTTEP in relation to obtaining any
required governmental consents, including the consent of the
Republic of Mozambique's Minister of Mineral Resources, as soon as
reasonably practicable after the release of this announcement. In
addition, Cove has agreed to co-operate with, and provide
assistance to, PTTEP in relation to obtaining any other regulatory
and/or anti-trust clearances required in connection with the
Offer.
10. Management and employees
There are no agreements or arrangements between PTTEP and
management or employees of Cove in relation to their ongoing
involvement in the business. The Acquisition is not conditional on
reaching agreement with such persons. Further detail in relation to
PTTEP's intentions as regards the management and employees of Cove
will be provided in the Offer Document (or, as the case may be, the
Scheme Document) in due course.
11. Cove Share Schemes
Participants in the Cove Share Schemes will be contacted
regarding the effect of the Acquisition on their rights under such
scheme and appropriate proposals will be made to them in due
course. Details of the proposals will be set out in the Offer
Document (or, as the case may be, the Scheme Document) and in
separate letters to be sent to participants in the Cove Share
Schemes.
12. Disclosure of interests in Cove
As of 9 March 2012, no Opening Position Disclosure was required
to be made public by PTTEP and PTTEP AI under Rule 8.1(a) of the
Code because no relevant person had any interests to disclose.
13. Conditions and Offer Document
The Acquisition is conditional upon, among other things:
-- valid acceptances of the Offer being received (and not, where
permitted, withdrawn) by no later than 1.00 p.m. on the First
Closing Date (or such time(s) and/or date(s) as PTTEP AI may, with
the consent of the Panel or in accordance with the Code, decide) in
respect of not less than 90 per cent. (or such lower percentage as
PTTEP AI may decide) in nominal value of the Cove Shares to which
the Offer relates;
-- the receipt of written consent of the Republic of
Mozambique's Minister of Mineral Resources (or through one or more
delegated representatives) required as a result of the indirect
change of control of Cove Mozambique, the Rovuma Project Interest,
Cove Mozambique Onshore and the Rovuma Onshore Interest, such
consent to be in a form satisfactory to PTTEP AI and such consent,
once given, not having been revoked or withdrawn or otherwise
having lapsed. The condition is set out in paragraph 1.b of
Appendix 1 to this announcement; and
-- Cove Mozambique being the owner of the entire legal and
beneficial interest in the Rovuma Project Interest and, following
the release of this announcement, no circumstances having arisen
which might reasonably be expected to result in Cove Mozambique no
longer being the owner of the entire legal and beneficial interest
in the Rovuma Project Interest. The condition is set out in
paragraph 1.c of Appendix 1 to this announcement.
It is expected that the Offer Document and the Form of
Acceptance will be published as soon as practicable and, in any
event, (save with the consent of the Panel) within 28 days of this
announcement. The Offer Document and Form of Acceptance will be
made available to all Cove Shareholders, other than those in
Restricted Jurisdictions, at no charge to them on PTTEP's website
at http://www.pttep.com and Cove's website at
http://www.cove-energy.com.
The Offer Document will contain important information on the
Acquisition and how Cove Shareholders may accept it and,
accordingly, Cove Shareholders are urged to read the Offer Document
and any accompanying Form of Acceptance when published.
14. Compulsory acquisition, delisting, cancellation of admission
to trading and re-registration
If PTTEP receives acceptances under the Offer in respect of,
and/or otherwise acquires or contracts to acquire, 90 per cent. or
more in nominal value of the Cove Shares to which the Offer relates
and of the voting rights attaching to those Cove Shares and
assuming that all of the other Conditions have been satisfied or
waived (if capable of being waived), PTTEP intends to exercise its
rights in accordance with Chapter 3 of Part 28 of the Companies Act
to acquire compulsorily the remaining Cove Shares on the same terms
as the Offer.
Following the Offer becoming or being declared unconditional in
all respects and subject to any applicable requirements of the AIM
Rules, PTTEP intends to procure that Cove applies to the London
Stock Exchange for the cancellation of trading in the Cove Shares
on AIM. It is anticipated that such cancellation will take effect
no earlier than 20 Business Days after the Offer becomes or is
declared unconditional in all respects, subject to compliance with
applicable requirements of the AIM Rules. The cancellation of
trading of Cove Shares will significantly reduce the liquidity and
marketability of any Cove Shares not acquired by PTTEP.
It is intended that, following the Offer becoming or being
declared unconditional in all respects and after the Cove Shares
are delisted, Cove be re-registered as a private limited company
under the relevant provisions of the Companies Act.
15. Arrangements between PTTEP / PTTEP AI and Cove
On 26 December 2011, PTTEP entered into a confidentiality
undertaking with Cove (as amended on 13 January 2012) in relation
to the Acquisition, including customary confidentiality provisions
and undertakings by PTTEP not to solicit Cove's employees,
customers and suppliers.
On 24 February 2012, PTTEP and Cove entered into a side letter
in order to, inter alia, enable PTTEP to make its Possible Offer
Announcement.
On 23 May 2012, Cove entered into a deed of undertaking to
provide assistance to PTTEP with respect to obtaining any
governmental regulatory and anti--trust consents, approvals or
clearances as detailed in paragraph 9 above and to enable PTTEP to
make this announcement.
16. Other
The Acquisition will be subject to the applicable requirements
of the Code, the Panel and the London Stock Exchange (including the
AIM Rules).
Cove Shares will be acquired under the Acquisition by PTTEP AI
fully paid and free from all liens, charges, equitable interests,
encumbrances, rights of pre-emption and other third party rights or
interests and together with all rights attaching thereto, including
without limitation the right to receive all dividends and other
distributions (if any) announced, declared, made or paid after the
date of this announcement.
Appendix I sets out the Conditions and certain further terms of
the Acquisition. Appendix II sets out the bases and sources
relating to certain information contained in this announcement.
Certain terms used in this announcement are defined in Appendix
III.
17. Documents on display
Copies of the following documents will be made available on
Cove's and PTTEP's website at http://www.pttep.com and
http://www.cove-energy.com respectively by no later than 12 noon on
24 May 2012 until the closing of the Offer Period:
-- the facility agreement and guarantee referred to in paragraph
8 above and the related intra group loan agreement;
-- the confidentiality undertaking (and amendments thereto) and
the side letter referred to in paragraph 15 of this announcement;
and
-- the deed of undertaking referred to in paragraph 15 of this
announcement setting out the commitments to co-operate and assist
in relation to any required approvals, details of which are set out
in paragraph 9 of this announcement.
18. Overseas Shareholders
The distribution of this announcement, and the availability of
the Acquisition, to persons who are not resident in the United
Kingdom may be affected by the laws of their relevant jurisdiction.
Such persons should inform themselves of and observe any applicable
legal or regulatory requirements of their jurisdiction. Further
details in relation to Overseas Shareholders will be contained in
the Offer Document (or, as the case may be, the Scheme
Document).
Enquiries:
PTT Exploration and Production Public Company Limited (Investor
relations)
Energy Complex Building A
6th Floor & 19th - 36th Floor
555/1 Vibhavadi Rangsit Road
Chatuchak, Chatuchak
Bangkok 10900 Thailand
Phone: +66 (0) 2537 4000
Fax: +66 (0) 2537 4444
E-mail: IR@pttep.com
UBS Investment Bank (Financial adviser to PTTEP) +44 (0) 20 7567 8000
Jonathan Rowley
Philip Wolfe
Gerhard Riegler
Brunswick Group (PR adviser to PTTEP) +44 (0) 20 7404 5959
Andrew Mitchell
Patrick Handley
Will Carnwath
Cove Energy plc
Michael Blaha (Executive Chairman) +44 20 3008 5260
John Craven (CEO) +353 1 662 4351
Michael Nolan (Finance Director) +353 1 662 4351
Standard Chartered (Financial adviser to Cove) +44 20 7885 8888
Amer Baig
Geraldine Murphy
Rob Tims
Hein Pieter Boers
Aditya Yadav
Cenkos Securities plc (Nominated adviser and broker to Cove)
Jon Fitzpatrick +44 20 7397 8900
Ken Fleming +44 13 1220 6939
Joe Nally (Corporate Broking) +44 20 7397 8900
FTI Consulting (Cove Media Relations) +44 20 7831 3113
Billy Clegg
Edward Westropp
UBS, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively as
financial adviser to PTTEP and PTTEP AI in relation to the
Acquisition and no-one else and will not be responsible to anyone
other than PTTEP and PTTEP AI for providing the protections offered
to clients of UBS or for providing advice in relation to the
Acquisition or the contents of this announcement or any transaction
or arrangement referred to herein. UBS does not accept any
responsibility whatsoever to any person other than PTTEP or PTTEP
AI for the contents of this announcement or for any statement made
or purported to be made by it or on its behalf in connection with
the Acquisition. UBS accordingly disclaims all and any liability
whether arising in tort, contract or otherwise which it might
otherwise have in respect of this announcement or any such
statement.
Standard Chartered, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting
exclusively for Cove and for no one else in connection with the
Acquisition and will not be responsible to anyone other than Cove
for providing the protections afforded to clients of Standard
Chartered nor for giving advice in relation to the Acquisition or
any matter or arrangement referred to in this announcement.
Cenkos Securities plc ("Cenkos Securities"), which is authorised
and regulated in the United Kingdom by the Financial Services
Authority, is acting exclusively for Cove as nominated adviser and
broker and is not acting for or advising any other person and
accordingly will not be responsible to any person other than Cove
for providing advice in relation to the contents of this
announcement. Neither Cenkos Securities nor any of its affiliates
owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a customer of Cenkos
Securities in connection with this announcement, any statement
contained herein or otherwise.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas jurisdictions
The laws of relevant jurisdictions may affect the availability
of the Acquisition to persons who are not citizens, residents or
nationals of the United Kingdom. Persons who are not resident in
the United Kingdom, or who are citizens, residents or nationals of
a jurisdiction outside of the United Kingdom, should inform
themselves about and observe any applicable legal and regulatory
requirements. Any failure to comply with the laws and regulatory
requirements of the relevant jurisdiction may constitute a
violation of the securities laws of such jurisdiction.
This announcement is for information purposes only and is not
intended to be, and does not constitute or form any part of, any
offer to sell or subscribe for or any invitation to purchase or
subscribe for any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Acquisition or
otherwise. The Acquisition will be made solely pursuant to the
terms of the Offer Document (or, if applicable, the Scheme
Document) which will contain the full terms and conditions of the
Acquisition, including details of how to accept the Offer (or how
to vote in respect of a Scheme, as the case may be). Any decision
in respect of, or other response to, the Acquisition should be made
only on the basis of the information contained in the Offer
Document (or, if applicable, the Scheme Document).
Unless otherwise determined by PTTEP AI or required by the Code
and permitted by applicable law and regulation, the Acquisition
will not be made, directly or indirectly, in or into, or by the use
of the mails of, or by any means or instrumentality (including,
without limitation, by mail, telephonically or electronically by
way of internet or otherwise) of interests or foreign commerce of,
or by any facilities of a national, state or other securities
exchange of any Restricted Jurisdiction, and the Acquisition may
not be accepted by any other such use, means, instrumentality or
facility from or within any Restricted Jurisdiction. Accordingly,
unless otherwise determined by PTTEP AI or required by the Code and
permitted by applicable law and regulation, copies of this
announcement and any other documents related to the Acquisition are
not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from any
Restricted Jurisdiction. All persons receiving this announcement
(including, without limitation, custodians, nominees and trustees)
should observe these restrictions and any applicable legal or
regulatory requirements of their jurisdiction and must not mail or
otherwise forward, send or distribute this announcement in, into or
from any Restricted Jurisdiction.
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and/or regulation and therefore any persons who are subject to
the laws and regulations of any jurisdiction other than the United
Kingdom should inform themselves about, and observe, any applicable
requirements.
The Acquisition will be for the securities of a corporation
organised under the laws of England and will be subject to the
procedure and disclosure requirements of England. Since this
announcement has been prepared in accordance with English law and
the Code, the information disclosed may not be the same as that
which would have been prepared in accordance with the laws of
jurisdictions outside England.
Cautionary Note Regarding Forward-looking statements
This announcement, including information included or
incorporated by reference in this announcement, may contain
"forward-looking statements" concerning the Acquisition, PTTEP,
PTTEP AI and Cove. Generally, the words "will", "may", "should",
"could", "would", "can", "continue", "opportunity", "believes",
"expects", "intends", "anticipates", "estimates" or words or terms
of similar substance or the negative thereof are forward-looking
statements. These statements are based on assumptions and
assessments made by Cove, and/or PTTEP or PTTEP AI in light of
their experience and their perception of historical trends, current
conditions, future developments and other factors they believe
appropriate. The forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially
from those expressed in the forward-looking statements.
Forward-looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of
PTTEP's, PTTEP AI's or Cove's operations and potential synergies
resulting from the Acquisition; and (iii) the effects of government
regulation on PTTEP's, PTTEP AI's or Cove's business. Many of these
risks and uncertainties relate to factors that are beyond the
companies' abilities to control or estimate precisely, such as
future market conditions and the behaviours of other market
participants, and therefore undue reliance should not be placed on
such statements. There are several factors which could cause actual
results to differ materially from those expressed or implied in
forward-looking statements. Among the factors that could cause
actual results to differ materially from those described in the
forward-looking statements are changes in the global, political,
economic, business, competitive, market and regulatory forces,
future exchange and interest rates, changes in tax rates, tax
regimes and future business combinations or dispositions. All
subsequent oral or written forward-looking statements attributable
to PTTEP, PTTEP AI or Cove or any of their respective members,
directors, officers or employees or any persons acting on their
behalf are expressly qualified in their entirety by the cautionary
statement above. PTTEP, PTTEP AI and Cove disclaim any obligation
in respect of, and do not intend to update or correct the
information contained in this document (whether as a result of new
information, future events or otherwise), except as required
pursuant to applicable law.
Nothing in this announcement is intended, or is to be construed,
as a profit forecast or to be interpreted to mean that the earnings
per PTTEP share or Cove Share for the current or future financial
years will necessarily match or exceed the historical published
earnings per PTTEP share or Cove Share (as the case may be).
Notice to US investors
The Offer will be made for securities of a corporation organized
under the laws of England, and Cove Shareholders in the United
States should be aware that this announcement, the Offer Document
(or, if applicable, the Scheme Document) and any other documents
relating to the Offer have been or will be prepared in accordance
with the Code, the AIM Rules and UK disclosure requirements, format
and style, all of which differ from those generally applicable in
the United States. The financial statements of PTTEP and Cove and
all financial information that is included in this announcement, or
that may be included in the formal offer documentation or any other
documents relating to the Offer, have been or will be prepared
otherwise than in accordance with US GAAP and may not be comparable
to the financial statements or other financial information of US
companies.
The Offer will be for the securities of a non-US company which
does not have securities registered under Section 12 of the US
Securities Exchange Act. The Offer will be made in the United
States pursuant to Section 14(e) of, and Regulation 14E under, the
US Securities Exchange Act, subject to the exemptions provided by
Rule 14d-1 under the US Securities Exchange Act and otherwise in
accordance with the requirements of the Code. Accordingly, the
Offer will be subject to disclosure and other procedural
requirements, including with respect to withdrawal rights, offer
timetable, settlement procedures and timing of payments that are
different from those applicable under US domestic tender offer
procedures and laws. In the United States, the Offer will be deemed
made solely by PTTEP AI and not by any of its financial
advisers.
In accordance with, and to the extent permitted by, the Code,
normal UK market practice and Rule 14e-5 under the US Securities
Exchange Act, PTTEP AI or its nominees, or its brokers (acting as
agents) or their respective affiliates may from time to time make
certain purchases of, or arrangements to purchase, Cove Shares
outside the United States, other than pursuant to the Offer, before
or during the period in which the Offer remains open for
acceptance. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices.
Such purchases, or arrangements to purchase, will comply with all
applicable UK rules, including the Code and the rules of the London
Stock Exchange, and Rule 14e-5 under the US Securities Exchange Act
to the extent applicable. In addition, in accordance with, and to
the extent permitted by, the Code, normal UK market practice and
Rule 14e-5 under the US Securities Exchange Act, UBS and its
respective affiliates will continue to act as exempt principal
traders in Cove Shares on the London Stock Exchange and engage in
certain other purchasing activities consistent with their
respective normal and usual practice and applicable law. Any
information about such purchases will be disclosed as required in
the UK and will be available to all investors (including Cove
Shareholders in the United States) from any Regulatory Information
Service including the Regulatory News Service on the London Stock
Exchange website, www.londonstockexchange.com .
Each Cove Shareholder in the United States is urged to consult
with his independent professional adviser regarding any acceptance
of the Offer including, without limitation, to consider the tax
consequences associated with such shareholder's acceptance of
the
Offer.
Neither the SEC nor any other United States state securities
commission has approved or disapproved the Offer, or passed
judgment upon the adequacy or completeness of this announcement or
the Offer Document. Any representation to the contrary is a
criminal offence.
It may be difficult for Cove Shareholders in the United States
to enforce their rights and any claim arising out of the US federal
securities laws, since PTTEP AI and Cove are incorporated under the
laws of countries other than the United States, and some or all of
their officers and directors may be residents of countries other
than the United States. Cove Shareholders in the United States may
not be able to sue a non-US company or its officers or directors in
a non-US court for violations of the US securities laws. Further,
it may be difficult to compel a non-US company and its affiliates
to subject themselves to a US court's judgment or jurisdiction.
Dealing disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of any paper 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 paper
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 paper 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 paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper 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 per cent. or more of any class of relevant
securities of the offeree company or of any paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any paper 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 paper 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 paper
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 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.
Information relating to Cove Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by Cove Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Cove may be provided to PTTEP and PTTEP AI
during the offer period as required under Section 4 of Appendix 4
of the Code.
Publication on websites
In accordance with Rule 30.4 of the Code, a copy of this
announcement will be available, subject to certain restrictions in
relation to persons resident in Restricted Jurisdictions, on
PTTEP's website (http://www.pttep.com) and on Cove's website
(http://www.cove-energy.com) by no later than 12 noon on 24 May
2012. Neither the contents of Cove's website, the contents of
PTTEP's website, nor the content of any other website accessible
from hyperlinks on either Cove's or PTTEP's website, is
incorporated into or forms part of this announcement.
APPENDIX I
CONDITIONS AND CERTAIN FURTHER TERMS OF THE ACQUISITION
1. Conditions to the Offer
The Offer will be subject to the following conditions:
Acceptance Condition
a. valid acceptances of the Offer being received (and not, where
permitted, withdrawn) by no later than 1.00 p.m. (London time) on
the First Closing Date (or such later time(s) and/or date(s) as
PTTEP AI may, in accordance with the Code or with the consent of
the Panel, decide) in respect of not less than 90 per cent. (or
such lesser percentage as PTTEP AI may decide) in nominal value of
the Cove Shares to which the Offer relates and of the voting rights
attached to those shares, provided that this condition will not be
satisfied unless PTTEP AI and/or any member of the PTTEP Group
shall have acquired or agreed to acquire (whether pursuant to the
Offer or otherwise) Cove Shares carrying in aggregate more than 50
per cent. of the voting rights then normally exercisable at a
general meeting of Cove, including for this purpose (except to the
extent otherwise agreed by the Panel) any such voting rights
attaching to Cove Shares that are unconditionally allotted or
issued before the Offer becomes or is declared unconditional as to
acceptances whether pursuant to the exercise of any outstanding
subscription or conversion rights or otherwise.
For the purposes of this Condition:
i. Cove Shares which have been unconditionally allotted shall be
deemed to carry the voting rights they will carry upon issue;
and
ii. the expression "Cove Shares to which the Offer relates"
shall be construed in accordance with Chapter 3 of Part 28 of the
2006 Act;
Mozambique Condition
b. the receipt of written consent of the Republic of
Mozambique's Minister of Mineral Resources (or through one or more
delegated representatives) as required under Article 24.1 of the
Mozambique Offshore EPC and Article 24.1 of the Mozambique Onshore
EPC, such consent to be in a form satisfactory to PTTEP AI and such
consent, once given, not having been revoked or withdrawn or
otherwise having lapsed;
Title to Rovuma Project Interest
c. Cove Mozambique being the owner of the entire legal and
beneficial interest in the Rovuma Project Interest and, following
the release of this announcement, no circumstances having arisen
which might reasonably be expected to result in Cove Mozambique no
longer being the owner of the entire legal and beneficial interest
in the Rovuma Project Interest;
Other Third Party clearances
d. no central bank, government or governmental,
quasi-governmental, supranational, statutory, regulatory,
environmental, administrative, fiscal or investigative body, court,
trade agency, association, institution, environmental body,
employee representative body or any other body or person whatsoever
in any jurisdiction (each a "Third Party") having decided to take,
institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference, or having required any action
to be taken or otherwise having done anything or having enacted,
made or proposed any statute, regulation, decision, order or change
to published practice and there not continuing to be outstanding
any statute, regulation, decision or order which would or might
reasonably be expected to:
i. make the Acquisition, its implementation or the acquisition
or proposed acquisition of any shares or other securities in, or
control or management of, any member of the Wider Cove Group by any
member of the Wider PTTEP Group void, illegal and/or unenforceable
under the laws of any relevant jurisdiction, or otherwise directly
or indirectly prevent, prohibit, or materially restrain, restrict,
impede, challenge or delay the implementation (in each case to an
extent which is material in the context of the Wider Cove Group or
the Acquisition) of, or impose additional material conditions or
obligations with respect to, the Acquisition or the acquisition of
any shares or other securities in, or control or management of Cove
by any member of the Wider PTTEP Group or require amendment of the
Acquisition or otherwise challenge or interfere therewith;
ii. require, prevent or delay the divestiture or alter the terms
envisaged for such divestiture by any member of the Wider PTTEP
Group or by any member of the Wider Cove Group of all or any part
of their businesses, assets or property or impose any limitation on
the ability of all or any of them to conduct their businesses (or
any part thereof) or to own, control or manage any of their assets
or properties (or any part thereof) to an extent which is material
in the context of the Wider Cove Group taken as a whole or the
Wider PTTEP Group taken as a whole in the context of the
Acquisition (as the case may be);
iii. impose any limitation on, or result in a delay in, the
ability of any member of the Wider PTTEP Group directly or
indirectly to acquire or hold or to exercise effectively all or any
rights of ownership in respect of shares or securities convertible
into shares or any other securities or loans in Cove (or any member
of the Wider Cove Group) or on the ability of any member of the
Wider Cove Group or any member of the Wider PTTEP Group directly or
indirectly to hold or exercise effectively any rights of ownership
in respect of shares or other securities (or the equivalent) in, or
to exercise management control over, any member of the Wider Cove
Group to an extent which is material in the context of the Wider
Cove Group taken as a whole or the Wider PTTEP Group taken as a
whole in the context of the Acquisition (as the case may be);
iv. other than pursuant to the implementation of the
Acquisition, require any member of the Wider PTTEP Group or the
Wider Cove Group to acquire or offer to acquire any shares, other
securities (or the equivalent) or interest in any member of the
Wider Cove Group or any asset owned by any third party which is
material in the context of the Wider Cove Group or the Wider PTTEP
Group, in either case taken as a whole or in the context of the
Acquisition (as the case may be);
v. require, prevent or materially delay a divestiture by any
member of the Wider PTTEP Group of any shares or other securities
(or the equivalent) in any member of the Wider Cove Group;
vi. result in any member of the Wider Cove Group ceasing to be
able to carry on business under any name under which it presently
carries on business to an extent which is material in the context
of the Wider Cove Group taken as a whole or in the context of the
Acquisition;
vii. impose any limitation on the ability of any member of the
Wider PTTEP Group or any member of the Wider Cove Group to conduct,
integrate or co-ordinate all or any part of their respective
businesses with all or any part of the business of any other member
of the Wider PTTEP Group and/or the Wider Cove Group in a manner
which is materially adverse to the Wider PTTEP Group and/or the
Wider Cove Group, in either case, taken as a whole or in the
context of the Acquisition; or
viii. except as Disclosed, otherwise affect the business,
assets, value, profits, prospects or operational performance of any
member of the Wider Cove Group or any member of the Wider PTTEP
Group in each case in a manner which is adverse to and material in
the context of the Wider Cove Group taken as a whole or of the
rights and obligations of any members of the Wider PTTEP Group
taken as a whole in connection with the Acquisition;
and all applicable waiting and other time periods (including any
extensions thereof) during which any such Third Party could decide
to take, institute, implement or threaten any such action,
proceeding, suit, investigation, enquiry or reference or take any
other step under the laws of any jurisdiction in respect of the
Acquisition or the acquisition or proposed acquisition of any Cove
Shares or otherwise intervene having expired, lapsed, or been
terminated;
e. all notifications, filings or applications which are
necessary or deemed by PTTEP AI (acting reasonably) to be necessary
having been made in connection with the Acquisition and all
necessary waiting and other time periods (including any extensions
thereof) under any applicable legislation or regulation of any
jurisdiction having expired, lapsed or been terminated (as
appropriate) and all statutory and regulatory obligations in any
jurisdiction having been complied with and all Authorisations which
are necessary or deemed by PTTEP AI or the Wider PTTEP Group
(acting reasonably) to be necessary in any jurisdiction for or in
respect of the Acquisition or the acquisition or the proposed
acquisition of any shares or other securities in, or control of,
Cove by any member of the Wider PTTEP Group having been obtained in
terms and in a form reasonably satisfactory to PTTEP AI from all
appropriate Third Parties or (without prejudice to the generality
of the foregoing) from any person or bodies with whom any member of
the Wider Cove Group or the Wider PTTEP Group has entered into
contractual arrangements and all such Authorisations which are
necessary or deemed by PTTEP AI (acting reasonably) to be necessary
to carry on the business of any member of the Wider Cove Group in
any jurisdiction having been obtained in each case where the direct
consequence of a failure to make such notification or filing or to
wait for the expiry, lapse or termination of any such waiting or
other time period or to comply with such obligation or obtain such
Authorisation would be unlawful in any jurisdiction or have a
material adverse effect on the Wider Cove Group, any member of the
PTTEP Group or the ability of PTTEP AI to implement the Acquisition
and all such Authorisations remaining in full force and effect at
the time at which the Acquisition becomes otherwise wholly
unconditional and there being no notice or intimation of an
intention to revoke, suspend, restrict, modify or not to renew such
Authorisations;
f. no temporary restraining order, preliminary or permanent
injunction, preliminary or permanent enjoinment, or other order
threatened or issued and being in effect by a court or other Third
Party which has the effect of making the Acquisition or any
acquisition or proposed acquisition of any shares or other
securities or control or management of, any member of the Wider
Cove Group by any member of the Wider PTTEP Group, or the
implementation of either of them, void, voidable, illegal and/or
unenforceable under the laws of any relevant jurisdiction, or
otherwise directly or indirectly prohibiting, preventing,
restraining, restricting, materially delaying or otherwise
materially interfering with the consummation or the approval of the
Acquisition or any matter arising from the proposed acquisition of
any shares or other securities in, or control or management of, any
member of the Wider Cove Group by any member of the Wider PTTEP
Group;
Confirmation of absence of adverse circumstances
g. except as Disclosed, there being no provision of any
arrangement, agreement, licence, permit, franchise, lease or other
instrument to which any member of the Wider Cove Group is a party
or by or to which any such member or any of its assets is or may be
bound or be subject or any event or circumstance which, as a
consequence of the Acquisition or the acquisition or the proposed
acquisition by any member of the Wider PTTEP Group of any shares or
other securities in Cove or because of a change in the control or
management of any member of the Wider Cove Group or otherwise,
would or might reasonably be expected to result in, in each case to
an extent which is material in the context of the Acquisition or
the Wider Cove Group taken as a whole or to the rights and
obligations of any member of the PTTEP Group in connection with the
Acquisition:
i. any monies borrowed by, or any other indebtedness, actual or
contingent, or any grant available to any member of the Wider Cove
Group being or becoming repayable, or capable of being declared
repayable, immediately or prior to its or their stated maturity
date or repayment date, or the ability of any such member to borrow
monies or incur any indebtedness being withdrawn or inhibited or
being capable of becoming or being withdrawn or inhibited;
ii. the rights, liabilities, obligations, interests or business
of any member of the Wider Cove Group or any member of the Wider
PTTEP Group under any such arrangement, agreement, licence, permit,
lease or instrument or the interests or business of any member of
the Wider Cove Group or any member of the Wider PTTEP Group in or
with any other firm or company or body or person (or any agreement
or arrangement relating to any such business or interests) being or
likely to become terminated or adversely modified or affected or
any onerous obligation or liability arising or any adverse action
being taken thereunder;
iii. any member of the Wider Cove Group ceasing to be able to
carry on business under any name under which it presently carries
on business to an extent which is material in the context of the
Wider Cove Group taken as a whole;
iv. any assets or interests of, or any asset the use of which is
enjoyed by, any member of the Wider Cove Group being or falling to
be disposed of or charged or any right arising under which any such
asset or interest could be required to be disposed of or charged or
could cease to be available to any member of the Wider Cove Group
otherwise than in the ordinary course of business;
v. the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business,
property or assets of any member of the Wider Cove Group or any
mortgage, charge or other security interest (whenever created,
arising or having arisen), becoming enforceable;
vi. the business, assets, value, financial or trading position,
profits, prospects or operational performance of any member of the
Wider Cove Group being prejudiced or adversely affected;
vii. the creation or acceleration of any liability (actual or
contingent) by any member of the Wider Cove Group; or
viii. any liability of any member of the Wider Cove Group to
make any severance, termination, bonus or other payment to any of
its directors or other officers;
and no event having occurred which, under any provision of any
agreement, arrangement, licence, permit or other instrument to
which any member of the Wider Cove Group is a party or by or to
which any such member or any of its assets may be bound, entitled
or subject, could result in any of the events or circumstances as
are referred to in sub-paragraphs (i) to (viii) of this Condition,
in each case to an extent which is or would be material in the
context of the Acquisition or the Wider Cove Group taken as a whole
or is or would be material to the rights and obligations of any
member of the PTTEP Group in connection with the Acquisition;
No material transactions claims or changes in the conduct of the
business of the Cove Group
h. except as Disclosed, no member of the Wider Cove Group having since 31 December 2010:
i. save as between Cove and its wholly-owned subsidiaries or
between such wholly-owned subsidiaries and save for the issue of
Cove Shares on the exercise of options granted before 24 April 2012
in the ordinary course, issued or agreed to issue or authorised or
proposed the issue of additional shares of any class, or securities
or securities convertible into, or exchangeable for, or rights,
warrants or options to subscribe for or acquire, any such shares or
convertible securities;
ii. recommended, declared, paid or made or proposed to
recommend, declare, pay or make any bonus, dividend or other
distribution (whether payable in cash or otherwise) other than to
Cove or one of its wholly-owned subsidiaries;
iii. save as between Cove and its wholly-owned subsidiaries or
between such wholly-owned subsidiaries, merged with (by statutory
merger or otherwise) or demerged from or acquired any body
corporate, partnership or business or acquired or disposed of, or,
other than in the ordinary course of business, transferred,
mortgaged or charged or created any security interest over, any
assets or any right, title or interest in any asset (including
shares and trade investments) or authorised, proposed or announced
any intention to do so;
iv. save as between Cove and its wholly-owned subsidiaries or
between such wholly-owned subsidiaries, made, authorised, proposed
or announced an intention to propose any change in its loan
capital;
v. issued, authorised or proposed the issue of any debentures or
(save in the ordinary course of business and save as between Cove
and its wholly-owned subsidiaries or between such wholly-owned
subsidiaries) incurred or increased any indebtedness or become
subject to any contingent liability to an extent which is material
in the context of the Wider Cove Group or in the context of the
Acquisition;
vi. entered into, varied, authorised or proposed entry into or
variation of, or announced its intention to enter into or vary, any
contract, transaction, arrangement or commitment (whether in
respect of capital expenditure or otherwise): (a) which is of a
long term, unusual or onerous nature or magnitude; or (b) which
involves or could reasonably be expected to involve an obligation
of a nature or magnitude which is, in any such case, material in
the context of the Wider Cove Group or in the context of the
Acquisition; or (c) which is or is reasonably likely to be
restrictive on the business of any member of the Wider Cove Group
to an extent which is or is reasonably likely to be material to the
Wider Cove Group or the Wider PTTEP Group taken as a whole or in
the context of the Acquisition;
vii. entered into any licence or other disposal of intellectual
property rights of any member of the Wider Cove Group which are
material in the context of the Wider Cove Group and outside the
normal course of business;
viii. entered into, varied or authorised or proposed entry into
or variation of, or announced its intention to enter into or vary
the terms of or made any offer (which remains open for acceptance)
to enter into or vary the terms of, any contract, commitment,
arrangement or any service agreement with any director or senior
executive of the Wider Cove Group save for salary increases,
bonuses or variations of terms in the ordinary course;
ix. proposed, agreed to provide or modified in any material
respect the terms of any share option scheme, incentive scheme,
pension scheme obligations or other benefit relating to the
employment or termination of employment of any employee of the
Wider Cove Group which, taken as a whole, are material in the
context of the Wider Cove Group or the Acquisition taken as a
whole;
x. implemented or effected, or authorised, proposed or announced
its intention to implement or effect, any joint venture, asset or
profit sharing arrangement, partnership, composition, assignment,
reconstruction, amalgamation, commitment, scheme or other
transaction or arrangement (other than the Acquisition) which is
material in the context of the Wider Cove Group taken as a whole or
in the context of the Acquisition;
xi. purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities
or reduced or, save in respect of the matters mentioned in
sub-paragraph (i) above, made any other change to any part of its
share capital;
xii. waived, compromised or settled any claim otherwise than in
the ordinary course of business which is material in the context of
the Wider Cove Group taken as a whole or in the context of the
Acquisition;
xiii. made any material alteration to its articles of
association or other constitutional documents;
xiv. (other than in respect of a member which is dormant and was
solvent at the relevant time) taken or proposed any steps,
corporate action or had any legal proceedings instituted or
threatened against it in relation to the suspension of payments, a
moratorium of any indebtedness, its winding-up (voluntary or
otherwise), dissolution, reorganisation or for the appointment of
any administrator, receiver, manager, administrative receiver,
trustee or similar officer of all or any of its assets or revenues
or any analogous proceedings in any jurisdiction or appointed any
analogous person in any jurisdiction or had any such person
appointed;
xv. been unable, or admitted in writing that it is unable, to
pay its debts or commenced negotiations with one or more of its
creditors with a view to rescheduling or restructuring any of its
indebtedness, or having stopped or suspended (or threatened to stop
or suspend) payment of its debts generally or ceased or threatened
to cease carrying on all or a substantial part of its business;
xvi. entered into any contract, commitment, agreement or
arrangement otherwise than in the ordinary course of business or
passed any resolution or made any offer (which remains open for
acceptance) with respect to or announced an intention to, or to
propose to, effect any of the transactions, matters or events
referred to in this condition;
xvii. terminated or varied the terms of any agreement or
arrangement between any member of the Wider Cove Group and any
other person in a manner which would or might be expected to have a
material adverse effect on the financial position of the Wider Cove
Group taken as a whole; or
xviii having taken (or agreed or proposed to take) any action
which requires, or would require, the consent of the Panel or the
approval of Cove Shareholders in general meeting in accordance
with, or as contemplated by, Rule 21.1 of the Code;
No material adverse change
i. since 31 December 2010, and except as Disclosed;
i. there having been no adverse change and no circumstance
having arisen which would reasonably be expected to result in any
adverse change or deterioration in the business, assets, value,
financial or trading position, profits, prospects or operational
performance of any member of the Wider Cove Group to an extent
which is material to the Wider Cove Group taken as a whole or in
the context of the Acquisition or in the obligations of any member
of the PTTEP Group in connection with the Acquisition;
ii. no litigation, arbitration proceedings, prosecution or other
legal proceedings having been threatened, announced or instituted
by or against or remaining outstanding against any member of the
Wider Cove Group or to which any member of the Wider Cove Group is
or may become a party (whether as claimant or defendant or
otherwise) and no enquiry, review, investigation or enforcement
proceedings by, or complaint or reference to, any Third Party
against or in respect of any member of the Wider Cove Group having
been threatened, announced or instituted by or against, or
remaining outstanding in respect of, any member of the Wider Cove
Group which, in any such case, might reasonably be expected to have
a material adverse effect on the Wider Cove Group taken as a whole
or in the context of the Acquisition;
iii. no contingent or other liability having arisen, increased
or become apparent which is reasonably likely to adversely affect
the business, assets, financial or trading position, profits,
prospects or operational performance of any member of the Wider
Cove Group to an extent which is material to the Wider Cove Group
taken as a whole or in the context of the Acquisition; and
iv. no steps having been taken and no omissions having been made
which are reasonably likely to result in the withdrawal,
cancellation, termination or modification of any licence held by
any member of the Wider Cove Group, which is necessary for the
proper carrying on of its business and the withdrawal,
cancellation, termination or modification of which is material and
likely to have an adverse effect on the Cove Group taken as a whole
or in the context of the Acquisition;
j. since 31 December 2010, and except as Disclosed, PTTEP AI not having discovered:
i. that any financial, business or other information concerning
the Wider Cove Group publicly announced or disclosed to any member
of the Wider PTTEP Group at any time by or on behalf of any member
of the Wider Cove Group is misleading, contains a misrepresentation
of fact or omits to state a fact necessary to make that information
not misleading and which is, in any case, material in the context
of the Wider Cove Group taken as a whole or in the context of the
Acquisition;
ii. that any member of the Wider Cove Group or any partnership,
company or other entity in which any member of the Wider Cove Group
has a significant economic interest and which is not a subsidiary
undertaking of Cove is subject to any liability, contingent or
otherwise, and which is material in the context of the Wider Cove
Group or in the context of the Offer; or
iii. any information which affects the import of any information
disclosed to PTTEP AI at any time by or on behalf of any member of
the Wider Cove Group which is material in the context of the Wider
Cove Group or in the context of the Acquisition;
Environmental and other issues
k. except as Disclosed, PTTEP AI not having discovered that:
Environmental liabilities
i. any past or present member of the Wider Cove Group has not
complied in any material respect with all applicable legislation or
regulations of any jurisdiction or any Authorisations relating to
the storage, carriage, disposal, discharge, spillage, release, leak
or emission of any waste or hazardous substance or any substance
likely to impair the environment (including property) or harm human
health or otherwise relating to environmental matters or the health
and safety of humans, which non-compliance would be likely to give
rise to any material liability including any penalty for
non-compliance (whether actual or contingent) on the part of any
member of the Wider Cove Group; or
ii. there has been a disposal, discharge, spillage,
accumulation, leak, emission, release or the migration, production,
supply, treatment, storage, transport or use of any waste or
hazardous substance or any substance likely to impair the
environment (including any property) or harm human health which
(whether or not giving rise to non-compliance with any law or
regulation) would be likely to give rise to any material liability
(whether actual or contingent) on the part of any member of the
Wider Cove Group; or
iii. there is or is reasonably likely to be any liability
(whether actual or contingent) or requirement to make good,
remediate, repair, re-instate or clean up any property, controlled
waters or asset currently or previously owned, occupied or made use
of by any past or present member of the Wider Cove Group (or on its
behalf), or in which any such member may have or previously have
had or be deemed to have had an interest, under any environmental
legislation, common law, regulation, notice, circular,
Authorisation, other legally binding requirement or order of any
Third Party or to contribute to the cost thereof or associated
therewith or indemnify any person in relation thereto in any such
case to an extent which is material in the context of the Wider
Cove Group; or
iv. circumstances exist (whether as a result of the Acquisition
or otherwise) which would be reasonably likely to lead to any Third
Party instituting, or whereby any member of the Wider PTTEP Group
or any present or past member of the Wider Cove Group would be
likely to be required to institute, an environmental audit or take
any other steps which would in any such case be reasonably likely
to result in any liability (whether actual or contingent) to
improve, modify existing or install new plant, machinery or
equipment or carry out changes in the processes currently carried
out or make good, remediate, repair, re-instate or clean up any
land or other asset currently or previously owned, occupied or made
use of by any past or present member of the Wider Cove Group (or on
its behalf) or by any person for which a member of the Wider Cove
Group is or has been responsible, or in which any such member may
have or previously have had or be deemed to have had an interest
which is material in the context of the Wider Cove Group; or
v. circumstances exist whereby a person or class of persons
would be likely to have any claim or claims in respect of any
product or process of manufacture or materials used therein
currently or previously manufactured, sold or carried out by any
past or present member of the Wider Cove Group which claim or
claims would be likely, materially and adversely, to affect any
member of the Wider Cove Group and which is material in the context
of the Cove Group;
Anti-corruption
vi. any member of the Wider Cove Group or any person that
performs or has performed services for or on behalf of any such
company is or has at any time engaged in any activity, practice or
conduct which would constitute an offence under the Bribery Act
2010 or any other applicable anti-corruption legislation;
vii. any member of the Wider Cove Group is ineligible to be
awarded any contract or business under section 23 of the Public
Contracts Regulations 2006 or section 26 of the Utilities Contracts
Regulations 2006 (each as amended); or
No criminal property
viii. any asset of any member of the Wider Cove Group
constitutes criminal property as defined by section 340(3) of the
Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that
definition).
For the purposes of these Conditions the "Wider Cove Group"
means Cove and its subsidiary undertakings, associated undertakings
and any other undertaking in which Cove and/or such undertakings
(aggregating their interests) have significant interest and the
"Wider PTTEP Group" means PTTEP and its subsidiary undertakings,
associated undertakings and any other undertaking in which PTTEP
and/or such undertakings (aggregating their interests) have
significant interest and for these purposes "subsidiary
undertaking" and "undertaking" have the meanings given by the
Companies Act, "associated undertaking" has the meaning given by
paragraph 19 of Schedule 6 to the Large and Medium-sized Companies
and Groups (Accounts and Reports) Regulations 2008 other than
paragraph 19(1)(b) of Schedule 6 to those Regulations which shall
be excluded for this purpose, and "significant interest" means a
direct or indirect interest in ten per cent. or more of the equity
share capital (as defined in the Companies Act).
2. Waiver of Conditions
PTTEP AI reserves the right to waive in whole or in part all or
any of conditions (b) to (k) (inclusive). Conditions (b) to (k)
inclusive must be satisfied as at, or waived (where possible) on or
before, midnight on the 21(st) day after the later of the First
Closing Date and the date on which condition (a) is fulfilled (or,
in each case, such later date as the Bidder may, with the consent
of the Panel, decide), failing which the Offer will lapse.
PTTEP AI shall be under no obligation to waive or determine to
be, or treat as, fulfilled, any of conditions (b) to (k) inclusive
by a date earlier than the date specified above for the fulfilment
thereof notwithstanding that the other conditions of the
Acquisition may at such earlier date have been waived or fulfilled
and that there are at such earlier date no circumstances indicating
that any of such conditions may not be capable of fulfilment. In
any event, all of the conditions to the Acquisition must be
satisfied as at, or waived (where possible) on or before midnight
on the 81st day following the date on which the Offer Document is
published or such other date as may be agreed with the Panel.
If PTTEP AI is required by the Panel to make an offer for Cove
Shares under the provisions of Rule 9 of the Code, PTTEP AI may
make such alterations to the Conditions as are necessary to comply
with the provisions of that Rule.
3. Further Terms of the Acquisition
PTTEP AI reserves the right to elect with the agreement of Cove
and the consent of the Panel (where necessary), to implement the
acquisition of Cove by way of a court approved scheme of
arrangement in accordance with Part 26 of the 2006 Act. In such
event, the Scheme will be implemented on substantially the same
terms, subject to appropriate amendments, as those which would
apply to the Offer including such amendments as may be required by
law or regulation. In particular, Condition (a) would not apply and
the Scheme would become effective and binding following (i)
approval of the Scheme at the Court Meeting (or any adjournment
thereof) by a majority in number representing 75 per cent. or more
in value of Cove Shareholders present and voting either in person
or by proxy, (ii) the resolutions required to approve and implement
the scheme, being those set out in the notice of General Meeting of
the Cove Shareholders, being passed by the requisite majority at
such General Meeting, and (iii) the sanction of the Scheme and
confirmation of any associated Capital Reduction by the court (in
each case with or without modification, and any such modification
being acceptable to PTTEP AI and Cove) and the delivery of a copy
of the court order(s) to the Registrar of Companies and, if the
court so orders for it to become effective, the registration of the
court order confirming the Capital Reduction.
The availability of the Acquisition to persons not resident in
the United Kingdom may be affected by the laws of the relevant
jurisdictions. Persons who are not resident in the United Kingdom
should inform themselves about and observe any applicable
requirements.
The Acquisition and the Offer (or the Scheme, as the case may
be) will be governed by English law and will be subject to the
jurisdiction of the English courts and to the Conditions set out in
this announcement and in the formal Offer Document and related Form
of Acceptance (or Scheme Document, as the case may be). The
Acquisition will comply with the applicable rules and regulations
of the Financial Services Authority, the London Stock Exchange, the
Code and the AIM Rules.
Each of the Conditions shall be regarded as a separate Condition
and shall not be limited by reference to any other Condition.
The Acquisition will not be made, directly or indirectly, in or
into, or by use of the mails of, or by any means or instrumentality
(including, without limitation, facsimile transmission, telex,
telephone, internet or e-mail) of interstate or foreign commerce
of, or of any facility of a national securities exchange of,
Canada, Japan or Australia and the Acquisition will not be capable
of acceptance by any such use, means, instrumentality or facility
or from within the Canada, Japan or Australia.
Cove Shares which will be acquired under the Acquisition will be
acquired fully paid and free from all liens, equities, charges,
encumbrances, options, rights of pre-emption and any other third
party rights and interests of any nature and together with all
rights now or hereafter attaching or accruing to them, including
voting rights and the right to receive and retain in full all
dividends and other distributions (if any) declared, made or paid
on or after the date of this announcement.
APPENDIX II
BASES OF CALCULATION AND SOURCES OF INFORMATION
In this announcement, unless otherwise stated or the context
otherwise requires, the following bases and sources have been
used:
1. As at the close of business on 22 May 2012 (being the last
Business Day prior to the date of this announcement), Cove had in
issue 490,995,300 Cove Shares. The International Securities
Identification Number for Cove Shares is GB0034353531.
2. The value of approximately GBP1,221.4 million attributed to
the fully-diluted share capital of Cove is based upon the
490,995,300 Cove Shares in issue on 22 May 2012, and the 17,917,647
Cove Shares to be issued based on the expected vesting and exercise
of options granted under the Cove Share Scheme, and is net of the
expected proceeds to Cove from exercise of those options, if the
Acquisition becomes Effective.
3. The Offer implies an EV/recoverable resources ratio of
between US$0.41/mcf and US$0.86/mcf (approximately US$2.48 and
US$5.18 per barrel of oil equivalent). This is based on Cove's
fully diluted equity value of GBP1,221.4million, equivalent to a
value of US$1,934.1 using the daily US$/GBP exchange rate of 0.6351
as at 21 May 2012, less net cash of US$174.4 million, equating to
an Enterprise Value of US$1,759.7 million.Recoverable resources of
between 50 tcf and 24 tcf is based on Cove's 8.5 per cent. interest
in the Rovuma Project, as announced by Cove on 15 May 2012.
4. Unless otherwise stated, financial information relating to
PTTEP has been extracted or derived (without any adjustment) from
PTTEP's annual report for the year ended 31 December 2011.
5. Unless otherwise stated, financial information relating to
Cove has been extracted or derived (without any adjustment) from
Cove's annual report and accounts for the half year ended 30 June
2011.
6. Unless otherwise stated, all prices and Closing Prices for
Cove Shares are closing middle market quotations derived from the
AIM appendix to the Daily Official List on the relevant
date(s).
APPENDIX III
DEFINITIONS
The following definitions apply throughout this announcement,
unless the context requires otherwise:
"GBP" the lawful currency of the United Kingdom
(and references to "pence" shall be
construed accordingly)
"Acquisition" the proposed acquisition by PTTEP AI
of the entire issued and to be issued
share capital of Cove to be effected
by means of:
(i) the Offer; or
(ii) the Scheme (as the case may be)
"AIM" the market of that name operated by
the London Stock Exchange
"AIM Rules" the AIM Rules for Companies, as amended
from time to time
"Authorisations" authorisations, orders, grants, recognitions,
confirmations, consents, licences,
clearances, certificates, permissions
or approvals
"Business Day" a day, not being a public holiday,
Saturday or Sunday, on which clearing
banks in London are open for normal
business
"Board of Cove" the board of directors of Cove
"Capital Reduction" the proposed reduction of Cove's share
capital to be provided for by the Scheme
"Cenkos Securities" Cenkos Securities plc
"Closing price" the closing middle market quotation
of a Cove Share as derived from the
AIM appendix to the Daily Official
List on any particular day
"Code" the City Code on Takeovers and Mergers,
as amended from time to time
"Companies Act" the Companies Act 2006, as amended
"Condition(s)" the conditions to the Acquisition,
as set out in Appendix I to this announcement
and to be set out in the Offer Document
(or Scheme Document, as the case may
be)
"Court" the High Court of Justice in England
and Wales
"Court Meeting" the meeting of Scheme Shareholders
(and any adjournment thereof) to be
convened pursuant to an order of the
Court under Part 26 of the Companies
Act for the purposes of considering
and, if thought fit, approving the
Scheme (with or without amendment)
"Court Order(s)" the order(s) of the Court sanctioning
the Scheme and confirming the related
Capital Reduction
"Cove" Cove Energy plc
"Cove Group" Cove and its subsidiary undertakings,
associated undertakings and any other
undertaking in which Cove and/or such
undertakings (aggregating their interests)
have a Substantial Interest
"Cove Mozambique" Cove Energy Mozambique Rovuma Offshore
Limited
"Cove Mozambique Onshore" Cove Energy Mozambique Rovuma Onshore
Limited
"Cove Share(s)" the ordinary shares of one pence each
in the capital of Cove
"Cove Share Schemes" the Cove Energy plc Unapproved Share
Option Scheme and the Cove Energy plc
Unapproved Executive Share Option Scheme
"Cove Shareholders" the registered holders of Cove Shares
"CREST" a relevant system (as defined in the
Regulations) in respect of which Euroclear
UK & Ireland Limited is the Operator
(as defined in the Regulations)
"Daily Official List" the daily official list of the London
Stock Exchange
"Dealing Disclosure" has the same meaning as in Rule 8 of
the Code
"Disclosed" referred to in Cove's annual report
and accounts for the financial year
ended 31 December 2010 or interim accounts
for the period ended 30 June 2011;
publicly announced by Cove prior to
the date of this announcement (by delivery
of an announcement to a Regulatory
Information Service); or as otherwise
disclosed in writing by or on behalf
of Cove or any of its advisers to PTTEP
or any of its advisers in connection
with or in contemplation of the Acquisition,
prior to the date of this announcement;
or as disclosed in any documents or
information made available to PTTEP
or any of its advisers in the electronic
data room established by Cove for the
purposes of its formal sale process
"Effective" (i) if the Acquisition is implemented
by way of an Offer, such offer having
been declared or become unconditional
in all respects in accordance with
the requirements of the Code; or
(ii) if the Acquisition is implemented
by way of the Scheme, the Scheme having
become effective in accordance with
its terms
"Effective Date" (i) if the Acquisition is implemented
by way of an Offer, the date that such
offer is declared or becomes unconditional
in all respects in accordance with
the requirements of the Code; or
(ii) if the Acquisition is implemented
by way of the Scheme, the date that
the Scheme becomes effective in accordance
with its terms
"Enterprise Value" Fully diluted share capital less net
or "EV" cash
"First Closing Date" the date which is 21 days after the
date of posting of the Offer Document
"Forms of Acceptance" the Form of Acceptance and Authority
relating to the Offer which will be
sent to the holders of certificated
shares Cove Shares along with the Offer
Document
"FSA" or "Financial the Financial Services Authority in
Services Authority" its capacity as the competent authority
for the purposes of Part VI of the
FSMA
"FSMA" the Financial Services and Markets
Act 2000
"General Meeting" the general meeting of Cove Shareholders
(and any adjournment thereof) to be
convened in connection with the Scheme
"London Stock Exchange" London Stock Exchange plc
"Long Stop Date" the date falling six months from the
date of the Scheme Document
"mcf" thousand cubic feet
"Mozambique Offshore the Exploration and Production Concession
EPC" Contract between the Government of
Mozambique, Anadarko Mocambique Area
1 Limitada and Empresa Nacional de
Hidrocarbonetos, E.P. dated 20 December
2006 in respect of Mozambique Rovuma
Offshore Area 1 Block to which Cove
Mozambique has acceded pursuant to
its acquisition of the Rovuma Project
Interest from Artumas Group in 2009
"Mozambique Onshore the Exploration and Production Concession
EPC" Contract between the Government of
the Republic of Mozambique and Artumas
Mocambique Petroleos, Limitada and
Empresa Nacional de Hidrocarbonetos,
E.P. dated 18 April 2007 in respect
of the Mozambique Rovuma Onshore Block
to which Cove Mozambique Onshore has
acceded pursuant to its acquisition
of the Rovuma Onshore Interest from
Artumas Group in 2009
"Mozambique Rovuma the onshore area of the Rovuma Block
Onshore Block" of the Republic of Mozambique
"Offer" the proposed takeover offer to be made
by or on behalf of PTTEP AI to implement
the Acquisition to acquire the entire
issued and to be issued ordinary share
capital of Cove and, where the context
admits, any subsequent revision, variation,
extension or renewal of such offer
"Offer Document" the document to be sent to Cove Shareholders
which will contain, inter alia, the
terms and conditions of the Offer
"Offer Period" the offer period (as defined by the
Code) relating to the Acquisition,
which commenced on 5 January 2012
"Offer Price" 240 pence per Cove Share
"Opening Position has the same meaning as in Rule 8 of
Disclosure" the Code
"Overseas Shareholders" Cove Shareholders who are resident
in, ordinarily resident in, or citizens
of, jurisdictions outside the United
Kingdom
"Panel" The Panel on Takeovers and Mergers
"PTT" PTT Public Company Limited
"PTTEP" PTT Exploration and Production Public
Company Limited
"PTTEP AI" PTTEP Africa Investment Limited
"PTTEP Borrower" PTTEP Offshore Investment Company Limited
"PTT Group" PTT and its subsidiary undertakings,
associated undertakings and any other
undertaking in which PTT and/or such
undertakings (aggregating their interests)
have a Substantial Interest
"PTTEP Group" PTTEP and its subsidiary undertakings,
associated undertakings and any other
undertaking in which PTTEP and/or such
undertakings (aggregating their interests)
have a Substantial Interest
"Reduction Record the time and date specified as such
Time" in the Scheme Document expected to
be 6 pm on the Business Day immediately
preceding the date upon which the order
of the Court is made confirming the
Capital Reduction under Section 648
of the Companies Act
"Registrar of Companies" the Registrar of Companies in England
and Wales
"Regulations" the Uncertificated Securities Regulations
2001 (SI2001 No. 3755), as amended
from time to time
"Restricted Jurisdiction" any jurisdiction where local laws or
regulations may result in a significant
risk of civil, regulatory or criminal
exposure or prosecution if information
concerning the Acquisition is sent
or made available to Cove Shareholders
in that jurisdiction
"Rovuma Onshore Interest" Cove Mozambique Onshore's 10 per cent.
participating interest in the Mozambique
Rovuma Onshore Block
"Rovuma Project" the Mozambique Rovuma Offshore Area
1
"Rovuma Project Interest" Cove Mozambique's 8.5 per cent. participating
interest in the Rovuma Project
"Scheme" a scheme of arrangement under Part
26 of the Companies Act to implement
the Acquisition, the full terms of
which will be set out in the Scheme
Document with or subject to any modification,
addition or condition which PTTEP and
Cove may agree, and if required, the
Court may approve or impose
"Scheme Document" should the Acquisition be implemented
by way of a Scheme, the document to
be dispatched to Cove Shareholders
setting out the terms of the Scheme
"Scheme Shares" the Cove Shares:
(i) in issue at the date of the Scheme
Document;
(ii) issued after the date of the Scheme
Document and before the Scheme Voting
Record Time; and
(iii) issued at or after the Scheme
Voting Record Time and before the Reduction
Record Time in respect of which the
original or any subsequent holders
thereof are, or shall have agreed in
writing to be, bound by the Scheme,
in each case other than any Cove Shares
(if any) legally or beneficially owned
by any member of the PTTEP Group
"Scheme Shareholders" the holders of Scheme Shares
"Scheme Voting Record the date and time specified in the
Time" Scheme Document by reference to which
entitlement to vote at the Court Meeting
will be determined;
"Shell Offer" the recommended cash offer of 220 pence
per Cove share announced by Shell Exploration
and Production (XL) B.V. on 24 April
2012
"Standard Chartered" Standard Chartered Bank
"Substantial Interest" a direct or indirect interest in 20
per cent. or more of the total voting
rights conferred by the equity share
capital (as defined in the Companies
Act)
"subsidiary", "subsidiary shall be construed in accordance with
undertaking", "associated the Companies Act
undertaking" or
"undertaking"
"tcf" trillion cubic feet
"UBS" or "UBS Investment UBS Limited
Bank"
"United Kingdom" or the United Kingdom of Great Britain
"UK" and Northern Ireland
"United States" or the United States of America, its territories
"US" and possessions, any state of the United
States of America and the District
of Columbia
"Wider Cove Group" Cove and its subsidiary undertakings,
associated undertakings and any other
undertakings in which Cove and/or such
undertakings (aggregating their interests)
have a significant interest
"Wider PTTEP Group" PTTEP and its subsidiary undertakings,
associated undertakings and any other
undertakings in which PTTEP and/or
such undertakings (aggregating their
interests) have a significant interest
All the times referred to in this announcement are London times
unless otherwise stated.
References to the singular include the plural and vice
versa.
END
This information is provided by RNS
The company news service from the London Stock Exchange
END
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