TIDMFPM
RNS Number : 1745M
Faroe Petroleum PLC
04 January 2019
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
FOR IMMEDIATE RELEASE
4 January 2019
Faroe Petroleum plc (the "Company" or "Faroe")
Posting of Second Response Circular (including the independent
expert's asset valuation report)
As announced by the Board of Faroe (the "Board", "we") on 2
January 2019, we are today posting to shareholders the independent
current valuation report on Faroe's assets produced by Gaffney,
Cline & Associates ("GCA") within a Second Response
Circular.
The GCA report implies a value for Faroe in the range of 186p to
225p per share(1) (even in the currently depressed oil price
environment) and clearly highlights the inadequacy of DNO's offer
of 152p per share in cash.
The Second Response Circular (including the full GCA report) is
also available on Faroe's website https://www.fp.fo/.
- Ends -
For further information please contact:
Faroe Petroleum plc Tel: +44 (0) 1224 650 920
Graham Stewart, CEO
Rothschild & Co Tel: +44 20 7280 5000
Emmet Walsh / Elias Mitropoulos
Stifel Nicolaus Europe Limited Tel: +44 (0) 20 7710 7600
Callum Stewart / Nicholas Rhodes / Ashton
Clanfield
BMO Capital Markets Tel: +44 (0) 207 236 1010
Tom Rider / Jeremy Low
FTI Consulting Tel: +44 (0) 20 3727 1000
Ben Brewerton / Sara Powell
Footnotes
1) The implied valuation for Faroe in the range of 186p to 225p
per share is based on GCA's valuation range of Faroe's oil and gas
assets of US$879m to US$1,076m, converted assuming a USD:GBP
exchange rate of 1.27 as at 31 December 2018, adjusted for Faroe's
net cash balance of GBP49.6m as at 30 September 2018 (unaudited
management estimate) and assumes a fully diluted number of shares
outstanding of 398.3m
Further information
N M Rothschild & Sons Limited ("Rothschild & Co"), which
is authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting exclusively for Faroe and no one else
in connection with the above and will not be responsible to anyone
other than Faroe for providing the protections offered to clients
of Rothschild & Co nor for providing advice in relation to the
subject matter of this announcement or any other matters referred
to in this announcement.
Stifel Nicolaus Europe Limited ("Stifel"), which is authorised
and regulated in the United Kingdom by the Financial Conduct
Authority, is acting exclusively for Faroe and no one else in
connection with the above and will not be responsible to anyone
other than Faroe for providing the protections offered to clients
of Stifel nor for providing advice in relation to the subject
matter of this announcement or any other matters referred to in
this announcement.
BMO Capital Markets Limited, which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Faroe and no one else in connection with the above
and will not be responsible to anyone other than Faroe for
providing the protections offered to clients of BMO Capital Markets
Limited nor for providing advice in relation to the subject matter
of this announcement or any other matters referred to in this
announcement.
The information contained within this announcement is considered
to be inside information prior to its release, as defined in
Article 7 of the Market Abuse Regulation No. 596/2014, and is
disclosed in accordance with the Company's obligations under
Article 17 of those Regulations.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover 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 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 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 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 Takeover 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 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 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
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 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 Takeover Code will be available,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Faroe' website at https://www.fp.fo/
by no later than 12 noon on the Business Day following the date of
this announcement. For the avoidance of doubt, the content of the
website is not incorporated into and does not form part of this
announcement.
If you receive the Response Circular in electronic form or by it
being published on Faroe's website, you may request a copy of it in
hard copy form if so entitled in accordance with Rule 30.3 of the
Takeover Code. Hard copies will be sent only where valid requests
are received from such persons. Requests for hard copies are to be
submitted to the the Registrars, Link Asset Services on 0871 664
0300 (or if calling from outside the UK +44 (0) 371 664 0300).
Calls are charged at the standard geographic rate and will vary by
provider. Calls made from outside the United Kingdom will be
charged at the applicable international rate. A hard copy of the
Response Circular and any other document referred to in the
Response Document will not be sent to you unless so requested. You
may also request that all future documents, announcements and
information to be sent to you in relation to the Offer should be in
hard copy form.
Please be aware that addresses, electronic addresses and certain
other information provided by shareholders and 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 by the Takeover Code.
Forward Looking Statements
This announcement contains certain statements which are, or may
be deemed to be, "forward-looking statements" which are prospective
in nature. The words "believe", "anticipate", "expect", "intend",
"aim", "plan", "predict", "continue", "assume", "positioned",
"may", "will", "should", "shall", "risk" and other similar
expressions that are predictions of or indicate future events and
future trends identify forward-looking statements. These
forward-looking statements include all matters that are not current
or historical facts. By their nature, forward-looking statements
involve risks and uncertainties because such statements relate to
events and depend on circumstances that may or may not occur in the
future. Forward-looking statements are not indicative of future
performance and Faroe's actual results of operations, financial
condition and liquidity, and the development of the industry in
which Faroe operates, may differ materially from those made in or
suggested by the forward- looking statements contained in this
announcement. The cautionary statements set out above should be
considered in connection with any subsequent written or oral
forward-looking statements that Faroe, or
persons acting on its behalf, may issue.
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
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