TIDM0MHP TIDMFPM
RNS Number : 0969M
DNO ASA
03 January 2019
Not for release, publication or distribution, in whole or in
part, in or into any jurisdiction where to do so would constitute a
violation of the relevant laws of such jurisdiction
FOR IMMEDIATE RELEASE
3 January 2019
MANDATORY CASH OFFER
FOR
FAROE PETROLEUM PLC
BY
DNO ASA
-- DNO has acquired additional Faroe Shares today and increased
its holding to 30 percent of Faroe's Shares
-- DNO's Offer of 152 pence for each Faroe Share is now a
mandatory offer under the Code (Rule 9)
-- Faroe Shareholders who have previously accepted the Offer need take no further action
Oslo, 3 January 2019 - On 12 December 2018, DNO ASA ("DNO"), the
Norwegian oil and gas operator, published an offer document (the
"Offer Document") containing the full terms and conditions of its
cash offer for the entire issued and to be issued share capital of
Faroe Petroleum plc ("Faroe") not already owned by DNO at 152 pence
per share (the "Offer").
Earlier today DNO announced its intention to extend the closing
date for the Offer by a further 14 days to 1.00 p.m. (London time)
on 16 January 2019.
DNO has through market purchases acquired 372,890 Faroe Shares
for between 147 pence and 148 pence per Faroe Share, which has
increased DNO's holding to 30 percent of the Faroe Shares currently
in issue. Having acquired Faroe Shares carrying 30 percent or more
of the voting rights of Faroe, DNO is required to revise the terms
and conditions of the Offer in accordance with Rule 9 of the
Code.
The Mandatory Offer
DNO announces that the Offer is now a mandatory offer for the
whole of the issued and to be issued share capital of Faroe not
already held by DNO at a price of 152 pence per share (the
"Mandatory Offer").
The Mandatory Offer is also now being further extended in
accordance with Rule 9 of the Code and will remain open for
acceptances until 1.00 p.m. (London time) on 18 January 2019 (the
"Second Closing Date").
If, after the date of this announcement, any dividend and/or
other distribution and/or other return of capital is declared, paid
or made or becomes payable in respect of Faroe Shares, DNO reserves
the right to reduce the consideration payable under the terms of
the Mandatory Offer at such date by an amount up to the amount of
such dividend and/or distribution and/or return of capital. If any
such dividend and/or distribution and/or return of capital occurs,
any reference in the Offer Document or this announcement to the
consideration payable under the Mandatory Offer will be deemed to
be a reference to the consideration as so reduced.
Offers made under Rule 9 of the Code must be conditional only
upon the offeror having received acceptances in respect of shares
which, together with shares acquired or agreed to be acquired
before or during the offer, will result in the offeror and any
person acting in concert with it holding shares carrying more than
50 percent of the voting rights. Accordingly, the Conditions set
out in Part A of Appendix 1 of the Offer Document shall immediately
cease to apply and shall be replaced in their entirety by the
following condition (the "Condition"):
"Valid acceptances being received (and not, where permitted,
withdrawn) by not later than 1.00 p.m. (London time) on the Second
Closing Date of the Mandatory Offer (or such later time(s) and/or
date(s) as DNO may, subject to the rules of the Code, decide) in
respect of such number of Faroe Shares as, together with any Faroe
Shares acquired or agreed to be acquired (whether pursuant to the
Mandatory Offer or otherwise), will result in DNO and any person
acting in concert with it holding Faroe Shares carrying more than
50 percent of the voting rights then normally exercisable at a
general meeting of Faroe, including for this purpose (to the
extent, if any, required by the Panel) any voting rights attaching
to Faroe Shares that are unconditionally allotted or issued before
the Mandatory Offer becomes or is declared unconditional as to
acceptances, whether pursuant to the exercise of any outstanding
subscription rights or conversion rights or otherwise. For the
purpose of this condition:
(i) Faroe Shares which have been unconditionally allotted but
not issued shall be deemed to carry the voting rights which they
will carry upon issue; and
(ii) valid acceptances shall be deemed to have been received in
respect of Faroe Shares which are treated for the purposes of the
Companies Act 2006 as having been acquired or contracted to be
acquired by DNO whether by virtue of acceptances of the Mandatory
Offer or otherwise."
Save as set out in this announcement, the Mandatory Offer will
be subject to the same terms as the Offer set out in the Offer
Document.
Faroe Shareholders and persons with information rights will be
sent a copy of this announcement to inform them that the Offer has
changed from being voluntary to mandatory in nature.
Faroe Shareholders who have previously validly accepted the
Offer (and have not withdrawn those acceptances) will automatically
be deemed to have accepted the Mandatory Offer by virtue of their
prior acceptances and therefore need take no further action.
All Faroe Shareholders are urged to proceed to accept the
Mandatory Offer in accordance with the instructions set out below
(unless they have previously accepted or sold their Faroe Shares to
DNO).
Financing of the Mandatory Offer
The consideration payable by DNO under the terms of the
Mandatory Offer will be funded from cash resources available to the
DNO Group.
Lambert Energy Advisory Ltd is satisfied that resources
available to DNO are sufficient to satisfy in full the cash
consideration payable to Faroe Shareholders under the terms of the
Mandatory Offer.
How to accept the Mandatory Offer
The deadline for acceptances of the Mandatory Offer is 1.00 p.m.
(London time) on 18 January 2019. DNO reserves the right (but will
not be obliged, other than as may be required by the Code) at any
time and from time to time to extend the Mandatory Offer after such
time in accordance with the terms set out in Part C of the Offer
Document. Faroe Shareholders who have not yet accepted the Offer
and who wish to accept the Mandatory Offer are urged to do so as
soon as possible and, in any event, by no later than 1.00 p.m.
(London time) on 18 January 2019.
Faroe Shareholders wishing to accept the Mandatory Offer in
respect of certificated Faroe Shares, should complete the Form of
Acceptance which accompanied the Offer Document relating to the
Offer as soon as possible and, in any event, so as to be received
by Equiniti Limited by no later than 1.00 p.m. (London time) on 18
January 2019.
Faroe Shareholders wishing to accept the Mandatory Offer in
respect of uncertificated shares should do so electronically
through CREST so that the TTE instruction settles no later than
1.00 p.m. (London time) on 18 January 2019. You are reminded that,
if you are a CREST sponsored member, you should contact your CREST
sponsor before taking any action.
Pursuant to the terms of the Offer Document, Faroe Shareholders
who have previously validly accepted the Offer (and not withdrawn
those acceptances in accordance with the terms of the Offer
Document) will automatically be deemed to have accepted the terms
of the Mandatory Offer by virtue of their prior acceptances and
therefore need not take any further action.
If you have any questions about the Mandatory Offer or are in
any doubt as to how to complete the Form of Acceptance or the
making of an Electronic Acceptance (as the case may be), please
contact Equiniti Limited on 0333 207 6399 or +44 121 415 0973 (if
calling from outside the UK). Lines are open from 8.30 a.m. to 5.30
p.m. (London time) Monday to Friday (excluding English and Welsh
public holidays).
Compulsory acquisition, cancellation of trading and listing,
re-registration
DNO announced, as set out in the Offer Document, that subject to
the Mandatory Offer becoming or being declared unconditional in all
respects and DNO acquiring or agreeing to acquire (taken together
with the Faroe Shares already held by it) 75 percent of the voting
rights attached to Faroe Shares, it intends to procure the making
of an application by Faroe to the London Stock Exchange for the
cancellation of the admission to trading of the Faroe Shares on
AIM.
It is anticipated that the application for cancellation of
admission to trading of the Faroe Shares on AIM will take effect no
earlier than the date that is 20 Business Days after DNO has
acquired or agreed to acquire 75 percent of the voting rights
attaching to the Faroe Shares.
The cancellation of admission to trading of the Faroe Shares on
AIM would significantly reduce the liquidity and marketability of
any Faroe Shares not assented to the Mandatory Offer at that
time.
If DNO receives acceptances under the Mandatory Offer in respect
of, or otherwise acquires, 90 percent or more of the Faroe Shares
to which the Mandatory Offer relates, DNO will exercise its rights
pursuant to the provisions of Chapter 3 of Part 28 of the Companies
Act to acquire compulsorily the remaining Faroe Shares in respect
of which the Mandatory Offer has not been accepted.
It is also intended that, following the cancellation of the
admission to trading of the Faroe Shares on AIM, Faroe would be
re-registered as a private company under the relevant provisions of
the Companies Act.
Faroe Share Schemes
The Mandatory Offer extends to any Faroe Shares which are issued
or unconditionally allotted (including to satisfy the exercise of
options and vesting of awards granted and awards made under the
Faroe Share Schemes) whilst the Mandatory Offer remains open for
acceptance (or prior to such earlier time and/or date as DNO may,
subject to the Code, determine).
Full details on the effect of the Mandatory Offer on outstanding
options and awards granted and awards made pursuant to the Faroe
Share Schemes and on the choices available to Faroe Share Scheme
participants will be set out in separate letters to be sent by DNO
to such participants in due course.
Overseas Shareholders
The availability of the Mandatory Offer or the distribution of
this announcement to Faroe Shareholders who are not resident in the
UK or the US may be affected by the laws of the relevant
jurisdiction. Such persons should inform themselves of, and
observe, any applicable legal or regulatory requirements of their
jurisdiction. Faroe Shareholders who are in any doubt regarding
such matters should consult an appropriate independent professional
adviser in the relevant jurisdiction without delay.
This announcement does not constitute an offer for sale for any
securities or an offer or an invitation to purchase any securities.
Faroe Shareholders are advised to read carefully the Offer
Document.
Documents available on website
This announcement will be made available on DNO's website at
https://www.dno.no/en/investor-relations/offer_announcement_26November.
General
The acquisition by DNO of the entire issued and to be issued
share capital of Faroe to be implemented by means of the Mandatory
Offer as described in this announcement will, save as set out in
this announcement (including Appendix I), be subject to the
Condition set out in this announcement and the further terms and
conditions of the Offer as set out in the Offer Document and the
Form of Acceptance. Accordingly, this announcement should be read
in conjunction with the full text of the Offer Document and, in
respect of Faroe Shares held in certificated form, the Form of
Acceptance, copies of which are available, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, on DNO's website at
https://www.dno.no/en/investor-relations/offer_announcement_26November.
DNO reserves the right to elect, with the consent of the Panel,
to implement the Mandatory Offer by way of a scheme of arrangement
under Part 26 of the Companies Act. In such event, the scheme of
arrangement will be implemented on substantially the same terms, so
far as applicable, as those which would apply to the Mandatory
Offer, subject to appropriate amendments (including to statutory
voting requirements) to reflect the change in method of
implementing the Mandatory Offer.
Appendix I sets out the conditions and further terms of the
Mandatory Offer. Appendix II sets out the sources and basis of
certain information used in this announcement.
Lambert Energy Advisory Ltd and Pareto Securities AS have each
given and not withdrawn their consent to the publication of this
announcement with the inclusion herein of the references to their
names in the form and context in which they appear.
Responsibility
The DNO Responsible Persons, whose names are set out in the
Offer Document, accept responsibility for the information contained
in this announcement (including any expressions of opinion), except
that the only responsibility accepted by them in respect of
information relating to Faroe, the Wider Faroe Group and the Faroe
Directors, which has been compiled from previously published
sources, is to ensure that such information is correctly and fairly
reproduced and presented. To the best knowledge and belief of the
DNO Responsible Persons, who have taken all reasonable care to
ensure that such is the case, the information contained in this
announcement for which they accept responsibility is in accordance
with the facts and does not omit anything likely to affect the
import of such information.
Enquiries:
DNO ASA
Media: media@dno.no
Investors: ir@dno.no
Tel: +47 911 57 197
Brunswick
Patrick Handley
Charles Pretzlik
William Medvei
Tel: +44 20 7404 5959
Lambert Energy Advisory Limited
Philip Lambert
David Anderson
Tel: +44 20 7491 4473
Pareto Securities AS
Petter Sagfossen
Tel: +47 22 87 87 48
Further information
The terms and conditions of the Mandatory Offer are set out in
the Offer Document and the accompanying Form of Acceptance, as
amended by this announcement. Defined terms used but not defined in
this announcement have the meanings given in the Offer Document
unless the context requires otherwise.
This announcement is not intended to and does not constitute, or
form part of, an offer, invitation or the solicitation of an offer
to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction, pursuant to the Mandatory Offer or
otherwise, nor shall there be any sale, issuance or transfer of
securities of Faroe in any jurisdiction in contravention of
applicable law. The Mandatory Offer will be made solely by means of
the Offer Document and (in respect of Faroe Shares held in
certificated form) the Form of Acceptance accompanying the Offer
Document, which will, together, contain the full terms and
conditions of the Mandatory Offer including details of how it may
be accepted. Any decision in respect of, or other response to, the
Mandatory Offer should be made only on the basis of the information
contained in the Offer Document and the Form of Acceptance.
Please be aware that addresses, electronic addresses and certain
other information provided by Faroe Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Faroe may be provided to DNO during the Offer
Period as required under Section 4 of Appendix 4 of the Code to
comply with Rule 2.11 of the Code.
Lambert Energy Advisory Limited, which is authorised and
regulated in the UK by the FCA, is acting exclusively for DNO and
no-one else in connection with the Mandatory Offer and will not be
responsible to anyone other than DNO for providing the protections
afforded to clients of Lambert Energy Advisory Limited nor for
providing advice in relation to the Mandatory Offer or any other
matters referred to in the Offer Document, this announcement or
otherwise.
Pareto Securities AS is acting exclusively for DNO and no-one
else in connection with the Mandatory Offer and will not be
responsible to anyone other than DNO for providing the protections
afforded to clients of Pareto Securities AS nor for providing
advice in relation to the Mandatory Offer or any other matters
referred to in the Offer Document, this announcement or
otherwise.
Overseas jurisdictions
The availability of the Mandatory Offer to Faroe Shareholders
who are not resident in and citizens of the UK or the US may be
affected by the laws of the relevant jurisdictions in which they
are located or of which they are citizens. Persons who are not
resident in the UK or the US should inform themselves of, and
observe, any applicable legal or regulatory requirements of their
jurisdictions. Further details in relation to Overseas Shareholders
are contained in the Offer Document.
The release, publication or distribution of this announcement in
or into jurisdictions other than the UK or the US may be restricted
by law and therefore any persons who are subject to the law of any
jurisdiction other than the UK or the US should inform themselves
about, and observe, any applicable requirements. Any failure to
comply with the applicable restrictions may constitute a violation
of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons
involved in the Mandatory Offer disclaim any responsibility or
liability for the violation of such restrictions by any person.
This announcement has been prepared for the purposes of complying
with English law and the Code and the information disclosed may not
be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws of
jurisdictions outside of England.
The Mandatory Offer is not being made, directly or indirectly,
in, into or from any jurisdiction where to do so would violate the
laws in that jurisdiction. Accordingly, copies of this announcement
and formal documentation relating to the Mandatory Offer will not
be and must not be, mailed or otherwise forwarded, distributed or
sent in, into or from any jurisdiction where to do so would violate
the laws of that jurisdiction.
Notice to US Faroe Shareholders
The Mandatory Offer is being made for the securities of an
English company and is subject to UK disclosure requirements, which
are different from those of the US. The financial information
included in the Offer Document has been prepared in accordance with
IFRS and thus may not be comparable to financial information of US
companies or companies whose financial statements are prepared in
accordance with generally accepted accounting principles in the
US.
The Mandatory Offer will be made in the US pursuant to an
exemption from US tender offer rules provided by Rule l4d-1I under
the US Exchange Act and otherwise in accordance with the
requirements of the Code. Accordingly, the Mandatory 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 law. If
the Mandatory Offer is instead implemented by means of a scheme of
arrangement as provided for under English law it will not be
subject to the tender offer rules of the US Exchange Act.
Accordingly, the Mandatory Offer would be subject to disclosure
requirements and practices applicable in the UK to schemes of
arrangement which differ from the disclosure requirements of US
tender offer rules.
The receipt of cash pursuant to the Mandatory Offer by a US
Faroe Shareholder will likely be a taxable transaction for US
federal income tax purposes and under applicable state and local,
as well as foreign and other tax laws. Each holder of Faroe Shares
is urged to consult his/her independent professional advisor
immediately regarding the tax consequences of acceptance of the
Mandatory Offer.
It may be difficult for US Faroe Shareholders to enforce their
rights and any claim arising out of the US federal securities laws,
since DNO is located in a country other than the US, and some or
all of their officers and directors may be residents of countries
other than the US. US Faroe Shareholders 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 judgement.
In accordance with normal UK practice, DNO or its nominees, or
its brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, Faroe Shares outside the
US, other than pursuant to the Mandatory Offer, before or during
the period in which the Mandatory Offer remains open for
acceptance. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices.
Any information about such purchases will be disclosed as required
in the UK, will be reported to a Regulatory Information Service and
will be available on the London Stock Exchange website,
www.londonstockexchange.com.
Forward looking statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Mandatory Offer, and other information published by DNO contain
statements which are, or may be deemed to be, "forward-looking
statements". Forward-looking statements are prospective in nature
and are not based on historical facts, but rather on current
expectations and projections of the management of DNO about future
events and are therefore subject to risks and uncertainties which
could cause actual results to differ materially from the future
results expressed or implied by the forward-looking statements. The
forward-looking statements contained in this announcement include
statements relating to the expected effects of the Mandatory Offer
on DNO and Faroe, the expected timing and scope of the Mandatory
Offer and other statements other than historical facts.
Often, but not always, forward-looking statements can be
identified by the use of forward-looking words such as "plans",
"expects" or "does not expect", "is expected", "is subject to",
"budget", "scheduled", "estimates", "forecasts", "intends",
"anticipates" or "does not anticipate", "believes" or variations of
such words and phrases or statements that certain actions, events
or results "may", "could", "should", "would", "might" or "will" be
taken, occur or be achieved. Although DNO believes that the
expectations reflected in such forward-looking statements are
reasonable, DNO can give no assurance that such expectations will
prove to be correct. By their nature, forward-looking statements
involve risk and uncertainty because they relate to events and
depend on circumstances that will occur in the future. There are a
number of factors that could cause actual results and developments
to differ materially from those expressed or implied by such
forward-looking statements. These factors include the satisfaction
of the Conditions, as well as additional factors, for example, oil
and gas operations, particularly those relating to development
stage assets which are subject to varying inputs that may impact
timing, including, inter alia, permitting; environmental
regulation, changes to regulators and regulation, third party
manufacturers and service providers, the weather and asset partner
and operator actions. Other unknown or unpredictable factors could
cause actual results to differ materially from those in the
forward-looking statements. Such forward-looking statements should
therefore be construed in the light of such factors. DNO, its
associates, directors, officers and advisers provide no
representation, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in
this announcement will actually occur. You are cautioned not to
place undue reliance on these forward-looking statements. Other
than in accordance with its legal or regulatory obligations DNO is
under no obligation, and DNO expressly disclaims any intention or
obligation, to update or revise any forward-looking statements,
whether as a result of new information, future events or
otherwise.
No profit forecasts or quantified benefits statement
No statement in this announcement is intended as a profit
forecast, profit estimate or qualified benefits statement and no
statement in this announcement should be interpreted to mean that
earnings per Faroe Share or DNO share for the current or future
financial years would necessarily match or exceed the respective
historical published earning per Faroe Share or DNO share or to
mean that the enlarged group's earnings in the first 12 months
following the Mandatory Offer, or in any subsequent period, would
necessarily match or be greater than those of Faroe or DNO for the
relevant preceding financial period or any other period.
Dealing disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1
percent or more of any class of relevant securities of an offeree
company or of any securities exchange 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
securities exchange 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
securities exchange 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 p.m. (London time) on the 10(th) business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (London time) on the 10(th) business day following
the announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange 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 percent or more of any class of relevant securities
of the offeree company or of any securities exchange offeror must
make a Dealing Disclosure if the person deals in any relevant
securities of the offeree company or of any securities exchange
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 securities exchange offeror(s), 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 p.m. (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
securities exchange 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.
Publication on website and hard copies
A copy of this announcement and the documents required to be
published by Rule 26 of the Code is and will be available, subject
to certain restrictions relating to persons resident in Restricted
Jurisdictions, on DNO's website
https://www.dno.no/en/investor-relations/offer_announcement_26November.
For the avoidance of doubt, the contents of such website are not
incorporated into and do not form part of this announcement.
You may request a hard copy of this announcement by contacting
Equiniti Limited on 0333 207 6399 or +44 121 415 0973 (if calling
from outside the UK) or by submitting a request in writing to
Equiniti Limited, Corporate Actions, Aspect House, Spencer Road,
Lancing, West Sussex BN99 6DA. Lines are open from 8.30 a.m. to
5.30 p.m. (London time) Monday to Friday (excluding English and
Welsh public holidays). Calls to the helpline from outside the UK
will be charged at applicable international rates. Different
charges may apply to calls from mobile telephones and calls may be
recorded and randomly monitored for security and training purposes.
Please note that Equiniti Limited cannot provide advice on the
merits of the Mandatory Offer nor give financial, tax, investment
or legal advice. If you have received this announcement in
electronic form, copies of this announcement and any document or
information incorporated by reference into this announcement will
not be provided unless such a request is made.
About DNO
DNO is a Norwegian oil and gas operator focused on the Middle
East and North Sea. Founded in 1971 and listed on the Oslo Stock
Exchange, DNO holds stakes in onshore and offshore licences at
various stages of exploration, development and production in the
Kurdistan region of Iraq, Norway, Oman, the UK and Yemen.
APPIX I
FURTHER TERMS OF THE MANDATORY OFFER
1. The Mandatory Offer is a change in the nature of DNO's
voluntary Offer announced on 26 November 2018 and shall be
construed accordingly.
2. The Mandatory Offer is, save as set out in this announcement,
made on and subject to the further terms of the Offer set out in
Parts B, C, D and E of Appendix I of the Offer Document, which
shall be deemed to be incorporated into, and form part of, this
Appendix I. Save as set out in this announcement, DNO confirms that
there have been no changes in information detailed in any
previously published document relating to the Offer or the
Mandatory Offer which are material in the context of that
document.
3. Unless the context requires otherwise, any reference in the
Offer Document, including in particular Parts B, C, D and E of
Appendix I of the Offer Document, and in the Form of Acceptance
to:
a. "Acceptance Condition" means the Condition as defined as such in this announcement;
b. "acceptance(s) of the Offer" includes acceptances and deemed
acceptances of the Offer and the Mandatory Offer;
c. "Offer" means the offer being made by DNO to acquire the
Faroe Shares on the terms and subject to the conditions set out in
the Offer Document as amended by this announcement, including,
where the context so requires, any subsequent revision, variation,
extension or renewal of such offer;
d. "this Document" shall, where the context requires, mean the
Offer Document, including all of its parts, schedules and
appendices and/or any subsequent document containing the Mandatory
Offer, including this announcement; and
e. "2 January 2019" shall be replaced by 18 January 2019 except
in respect of (i) paragraph 10 of Part 1 and (ii) the defined term
First Closing Date which shall continue to be defined as "1.00 p.m.
(London time) on 2 January 2019".
4. Acceptances of the Offer which have already been given during
the Offer Period shall be deemed to be acceptances of the Mandatory
Offer. Therefore, if you have already validly accepted the Offer,
you are not required to take any further action in respect of the
Mandatory Offer. Further, an executed Form of Acceptance or TTE
Instruction in respect of the Offer which is received (or dated) on
or after the date of this announcement shall be treated as a valid
acceptance of the Mandatory Offer.
5. For the purposes of Rule 27.2 of the Code, DNO is required to
provide details of any material changes to the matters listed in
Rule 27.2(b) of the Code which have occurred since publication of
the Offer Document on 12 December 2018 (or a statement that there
have been no such material changes). Accordingly, DNO confirms
that, save as described in paragraph 6 of this Appendix 1, there
have been no material changes to the following matters as set out
in the Offer Document:
a. DNO's intentions with regards to the business, employees and
pension scheme(s) of Faroe as detailed in Rule 24.2 of the
Code;
b. DNO's or its subsidiaries' material contracts as detailed in Rule 24.3(a)(vii) of the Code;
c. ratings or outlooks publicly accorded to DNO and Faroe (of
which there continue to be none) prior to the commencement of the
Offer Period, and any changes to previous ratings during the Offer
Period, as detailed in Rule 24.3(c) of the Code;
d. the terms of the Offer (other than as set out in this announcement);
e. any agreements or arrangements to which DNO is a party which
relate to the circumstances in which it may or may not invoke or
seek to invoke a condition of the Mandatory Offer as detailed in
Rule 24.3(d)(ix) of the Code (of which there were none provided for
in the Offer Document);
f. any irrevocable commitments and letters of intent which DNO
or any person acting in concert with it has procured in relation to
relevant securities of Faroe as detailed in Rule 24.3(d)(x) of the
Code (of which there were none provided for in the Offer
Document);
g. post-offer undertakings as detailed in Rule 24.3(d)(xv) of
the Code (of which there were none provided for in the Offer
Document);
h. any offer-related arrangements or other agreements,
arrangements or commitments permitted under, or excluded from, Rule
21.2 of the Code as detailed in Rule 24.3(d)(xvi) of the Code (of
which there were none provided for in the Offer Document);
i. any profit forecasts and quantified financial benefits
statements required by Rule 28 of the Code as detailed in Rule
24.3(d)(xviii) of the Code (of which there were none provided for
in the Offer Document);
j. its financing arrangements and sources of finance in respect
of the Mandatory Offer as detailed in Rule 24.3(f) of the Code;
k. any interests and dealings in relevant securities by, amongst
others, DNO, the DNO Responsible Persons and persons acting in
concert with DNO, as detailed in Rule 24.4 of the Code;
l. any agreement, arrangement or understanding (including any
compensation arrangement) between DNO or any person acting in
concert with it and any of the directors, recent directors,
shareholders or recent shareholders of Faroe, or any person
interested or recently interested in Faroe Shares, having any
connection with or dependence on or which is conditional on the
outcome of the Mandatory Offer as detailed in Rule 16.2 or Rule
24.6 of the Code (of which there were none provided for in the
Offer Document);
m. the ultimate owner of any Faroe securities to be acquired
pursuant to the Mandatory Offer as detailed in Rule 24.9 of the
Code;
n. any indemnities, dealing arrangements, option arrangements or
other arrangements which may be an inducement to deal or to refrain
from dealing as detailed in Note 11 on the definition of acting in
concert and Rule 24.13 of the Code (of which there were none
provided for in the Offer Document); and
o. any fees and expenses expected to be incurred by DNO in
connection with the Mandatory Offer as detailed in Rule 24.16 of
the Code.
6. Set out in this paragraph are details of the material changes
that have occurred following the publication of the Offer Document
on 12 December 2018 in relation to the matters set out in Rule
27.2(b) of the Code.
a. Interests and dealings in relevant securities by, amongst
others, DNO, the DNO Responsible Persons and persons acting in
concert with DNO, as detailed in Rule 24.4 of the Code:
i. As at the date and time of this announcement, the interests
of DNO in Faroe Shares were as follows:
Interest in Faroe
Nature of Number of issued share
Name interest Faroe Shares capital
Beneficial
DNO owner 111,866,908 30%
----------------- ------------------- -----------------------
ii. The following dealings in relevant securities of Faroe by
DNO and persons acting in concert with DNO have taken place during
the period commencing 26 November 2017 (the date 12 months prior to
the date of commencement of the Offer Period) and ending on the
date of this announcement:
Name Date Nature Nature Number Price
of dealing of interest of Faroe per Faroe
Shares Share
(pence)
4 April Beneficial
DNO 2018 Purchase owner 56,355,825 125.0
------------------ ------------------ ------------------- --------------- ----------------
4 April Beneficial
DNO 2018 Purchase owner 36,660,000 125.0
------------------ ------------------ ------------------- --------------- ----------------
5 April Beneficial
DNO 2018 Purchase owner 8,487,838 125.0
------------------ ------------------ ------------------- --------------- ----------------
13 April Beneficial
DNO 2018 Purchase owner 3,744,203 125.0
------------------ ------------------ ------------------- --------------- ----------------
DNO 17 December Purchase Beneficial 166,053 152.0
2018 owner 36,908 151.8
300,000 151.7
155,113 151.6
200,000 151.4
44,886 151.2
11,772 151.0
------------------ ------------------ ------------------- --------------- ----------------
18 December Beneficial
DNO 2018 Purchase owner 24,125 151.8
------------------ ------------------ ------------------- --------------- ----------------
DNO 19 December Purchase Beneficial 7,898 151.8
2018 owner 152.0
496,908
------------------ ------------------ ------------------- --------------- ----------------
20 December Beneficial
DNO 2018 Purchase owner 4,802,489 152.0
------------------ ------------------ ------------------- --------------- ----------------
DNO 3 January Purchase Beneficial 14,000 147.00
2019 owner 10,000 147.20
22,153 147.40
20,467 147.60
46,772 147.80
10,000 147.98
249,498 148.00
------------------ ------------------ ------------------- --------------- ----------------
APPENDIX II
BASES OF CALCULATIONS AND SOURCES OF INFORMATION
In this announcement, unless otherwise stated, or the context
otherwise requires, the following bases and sources have been
used:
1. The percentage shareholding of DNO is based upon there being
372,889,693 Faroe Shares in issue on 2 January 2019, the latest
practicable date prior to the publication of this announcement. DNO
holds 111,866,908 Faroe Shares.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
OUPLIFSTLTIVIIA
(END) Dow Jones Newswires
January 03, 2019 03:51 ET (08:51 GMT)
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