TIDM0MHP TIDMFPM
RNS Number : 2113M
DNO ASA
04 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
4 January 2019
DNO ASA ACQUIRES ADDITIONAL FAROE PETROLEUM PLC SHARES
Oslo, 4 January 2019 - DNO ASA ("DNO"), the Norwegian oil and
gas operator, announces that on 3 January 2019 it acquired a
further 2,754,110 Faroe Shares in the market at prices ranging
between 147 pence and 152 pence, bringing DNO's total ownership to
approximately 30.6 percent of the issued share capital of Faroe
Petroleum plc ("Faroe").
Taken together with valid acceptances of its Mandatory Offer for
Faroe, the total number of Faroe Shares which DNO may count towards
the satisfaction of the Acceptance Condition is currently
163,274,694 Faroe Shares, representing approximately 43.8 percent
of Faroe's issued share capital.
As at 1.00 p.m. (London time) on 2 January 2019, being the First
Closing Date for its Offer for Faroe, DNO had received valid
acceptances in respect of a total of 48,986,566 Faroe Shares
representing approximately 13.1 percent of the issued share capital
of Faroe.
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 and supplemented by the mandatory offer announcement by DNO
dated 3 January 2019 (the "Mandatory Offer Announcement"). Defined
terms used but not defined in this announcement have the meanings
given in the Offer Document, as amended and supplemented by the
Mandatory Offer Announcement 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 (as amended and supplemented by
the Mandatory Offer Announcement) including details of how it may
be accepted.
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 Condition (as defined in the Mandatory Offer Announcement),
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.
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
OUPSSISMLFUSEDF
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