COV Cove Energy

TIDMCOV

RNS Number : 6961K

PTT Exploration & Prod PublicCo Ltd

23 August 2012

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 August 2012

FOR IMMEDIATE RELEASE

Recommended Cash Offer

by

PTTEP Africa Investment Limited (a wholly-owned subsidiary of PTT Exploration and Production Public Company Limited)

for

Cove Energy plc

COMMENCEMENT OF COMPULSORY ACQUISITION PROCEDURE

Introduction

On 23 May 2012, PTTEP Africa Investment Limited ("PTTEP AI") announced a recommended cash offer of 240 pence per Cove Share (the "Offer") for the entire issued and to be issued share capital of Cove Energy plc ("Cove"). The full terms of, and conditions to, the Offer were set out in the offer document issued by PTTEP AI on 1 June 2012 (the "Offer Document"). The Offer was declared wholly unconditional on 17 August 2012.

Compulsory acquisition

As at 10.00 a.m. on 23 August 2012, PTTEP AI had received valid acceptances from Cove Shareholders in respect of 497,850,445 Cove Shares representing approximately 97.82 per cent. of the existing issued share capital of Cove. Therefore, valid acceptances have been received in respect of more than 90 per cent. of the Cove Shares to which the Offer relates.

PTTEP AI announces that compulsory acquisition notices (the "Notices") pursuant to section 979 of the Companies Act 2006 are today being posted to those Cove Shareholders who have not yet accepted the Offer (the "Non-Assenting Shareholders") setting out PTTEP AI's intention to acquire compulsorily all remaining Cove Shares on the same terms as the Offer.

Unless Non-Assenting Shareholders apply to court and the court orders otherwise, on the expiry of six weeks from the date of the Notices, being 5 October 2012, the Cove Shares held by Non-Assenting Shareholders who have not accepted the Offer by 5 October 2012 will be acquired compulsorily by PTTEP AI under the terms of the Offer and such Non-Assenting Shareholders will be entitled to 240 pence in cash for each Cove Share such Non-Assenting Shareholders hold on that date.

Delisting

As announced on 17 August 2012, Cove has applied to the London Stock Exchange for the cancellation of the admission to trading of Cove Shares on AIM. This is expected to take effect on or shortly after 7.00 a.m. on 18 September 2012.

Such cancellation of Cove's listing will significantly reduce the liquidity and marketability of any Cove Shares in respect of which the Offer has not been accepted at that time.

Procedure for acceptance of the Offer

The Offer remains open until further notice and at least 14 days' notice will be given of the closing of the Offer.

Cove Shareholders who have not yet accepted the Offer are urged to do so immediately.

To accept the Offer in respect of Cove Shares held in certificated form, Cove Shareholders must complete, sign and return the Form of Acceptance, together with their share certificate(s) or other relevant document(s) of title, in accordance with the instructions contained therein and set out in the Offer Document.

To accept the Offer in respect of Cove Shares held in uncertificated form (that is, in CREST), Cove Shareholders must follow the procedure for Electronic Acceptance through CREST in accordance with the instructions set out in the Offer Document. If Cove Shareholders hold their Cove Shares as a CREST sponsored member, they should refer to their CREST sponsor as only their CREST sponsor will be able to send the necessary TTE instruction to Euroclear.

Publication on website

In accordance with Rule 30.4 of the Takeover Code, a copy of this announcement will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on PTTEP AI's website at http://www.pttep.com/en/investorRelations.aspx by no later than 12.00 p.m. (UK time) on 24 August 2012. Copies of the Offer Document and Form of Acceptance are also available for inspection on this website.

For further information in relation to the Offer, please refer to the Offer Document and PTTEP AI's announcement declaring the offer wholly unconditional on 17 August 2012.

Capitalised terms used but not defined in this announcement shall have the meaning given to them in the Offer 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

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 Offer 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 Offer 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 Offer. 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.

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 Offer or otherwise. This announcement does not constitute a prospectus or prospectus equivalent document. The Offer is made solely pursuant to the terms of the Offer Document which contains the full terms and conditions of the Offer, including details of how to accept the Offer. Any decision in respect of, or other response to, the Offer should be made only on the basis of the information contained in the Offer Document.

Overseas Jurisdictions

The laws of relevant jurisdictions may affect the availability of the Offer 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.

Unless otherwise determined by PTTEP AI or required by the Takeover Code and permitted by applicable law and regulation, the Offer is not and 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 Offer 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 Takeover Code and permitted by applicable law and regulation, copies of this announcement and any other documents related to the Offer 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 Offer is for the securities of a corporation organised under the laws of England and is 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 Takeover 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.

Notice to US investors

The Offer is being 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 and any other documents relating to the Offer have been or will be prepared in accordance with the Takeover 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 is 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 is being 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 Takeover Code. Accordingly, the Offer is and 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 Takeover 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 Takeover 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 Takeover 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.

512579859

This information is provided by RNS

The company news service from the London Stock Exchange

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