TIDM0MHP TIDMFPM
RNS Number : 5490M
DNO ASA
08 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
8 January 2019
INCREASED AND FINAL CASH OFFER
FOR
FAROE PETROLEUM PLC
BY
DNO ASA
-- Increased and final cash offer at a price of 160 pence for
each Faroe Share, valuing Faroe's existing issued and to be issued
share capital at approximately GBP641.7 million.
-- Closing date extended to 1.00 p.m. (London time) 23 January
2019 (subject to the reservation set out in this announcement) and
is now final.
-- Shareholders who have previously accepted either of the Prior
Offers need take no further action.
-- Eligible shareholders outside the US interested in selling
Faroe Shares should contact Pareto Securities AS on +47 2287 8750
or email sellfpm@paretosec.com.
Oslo, 8 January 2019 - DNO ASA ("DNO"), the Norwegian oil and
gas operator, today announces an increased and final cash offer of
160 pence for each share of Faroe Petroleum plc ("Faroe"). The
final closing date for this Final Offer is 1.00 p.m. (London time)
on 23 January 2019.
All Faroe Shareholders are urged either to accept the Final
Offer or sell their Faroe Shares to DNO in accordance with the
instructions set out below.
On 12 December 2018, DNO published an offer document (the "First
Offer Document") containing the full terms and conditions of its
cash offer for the entire issued and to be issued share capital of
Faroe not already owned by DNO at 152 pence per share (the
"Original Offer"). On 3 January 2019, DNO announced that it had
acquired more than 30 percent of the Faroe Shares and, as such, the
Original Offer became mandatory pursuant to Rule 9 of the Code
(together with the Original Offer, the "Prior Offers").
DNO now announces the terms of an increased and final cash offer
for the entire issued and to be issued share capital of Faroe at a
price of 160 pence in cash for each Faroe Share (the "Final Offer")
(other than the 114,288,128 Faroe Shares already held by DNO).
Under the terms of the Final Offer, Faroe Shareholders will be
entitled to receive:
160 pence in cash for each Faroe Share.
The consideration under the Final Offer implies a value of
approximately GBP641.7 million for the fully diluted share capital
of Faroe, including shares already held by DNO.
Of the Final Offer value of approximately GBP454 million ($580
million), approximately GBP53 million ($67 million) is payable to
Faroe directors, management and employees in respect of various
options, matching share schemes (on the basis of full vesting) and
ordinary shares held by directors. The balance of approximately
GBP402 million ($513 million) is payable to the remaining Faroe
Shareholders (other than shares held by DNO and the Faroe Employee
Benefit Trust).
The Final Offer price represents a premium of 52.4 percent to
Faroe's share price of 105 pence at the close of business on 3
April 2018, the last Business Day before DNO announced its first
acquisition of shares in Faroe, and a premium of 27.2 percent to
Faroe's share price of 125.8 pence at the close of business on 23
November 2018, the last business day before the announcement of the
Original Offer.
Since its 26 November 2018 announcement, DNO has maintained that
its original 152 pence per share Offer price was full and fair,
even generous, especially in the light of weaknesses in the equity
and commodity markets and recent newsflow from Faroe itself. DNO
has studied the various defence documents published by the Faroe
board and found nothing to change this opinion.
Even Faroe's hastily revised and released report "Independent
Expert's Report on the Oil and Gas Assets of Faroe Petroleum plc"
left important questions unanswered, as DNO highlighted in its 2
January 2019 announcement, such as, still bullish oil price
assumptions, exclusion of the much heralded Equinor swap, no
accounting for corporate costs when converting the asset valuation
to a company valuation, and optimistic interpretation of value from
the highly uncertain categories of contingent resources and "near
term prospects", among others.
We remain concerned about Faroe's ability to deliver its longed
for "transformational growth" in light of continuing risks
surrounding the Brasse development, recent exploration
disappointments in the Brasse East and Rungne wells in the Brasse
area and also the Cassidy prospect, and note with disappointment
the disclosure by the Norwegian Petroleum Directorate ("NPD") on 7
January 2019 of a substantial downgrade of the reserves in the Oda
field.
Having thought long and hard about the situation, DNO has
decided to increase its Offer price and close out the Offer, and
focus now on putting Faroe on a firm operations and commercial
footing.
We are pleased that starting with our first acquisition of
shares, shareholders holding 43.8 percent of Faroe's shares have
voted with their feet by selling shares to DNO or with their hands
by accepting our Offer.
Although DNO would prefer to achieve its 50 percent acceptance
level and acquire additional shares, DNO is nonetheless comfortable
with the possibility of its Offer lapsing, leaving DNO with less
than a majority shareholding in Faroe. In the latter case, DNO has
already stated that it will intensify its efforts to ensure that
Faroe is managed for the benefit of all shareholders.
Bijan Mossavar-Rahmani, DNO's Executive Chairman, commented:
"DNO does not overpay for assets. But we have listened to the
market and believe it is in the interests of all parties, save
perhaps for a handful of Faroe directors, to close off this process
by increasing our Offer price to an even more generous level and
announcing a final closing date. Among other considerations, we are
mindful that this process may have been unsettling for Faroe
employees and their families, and particularly so during the
holiday season. As for the Faroe directors who persist with their
"Do Nothing" stance, we expect to issue a request for an
extraordinary general meeting of shareholders to make appropriate
changes to the board in an overdue effort to introduce proper
corporate governance and instil a culture of value creation for all
shareholders. We fully intend to protect our already sizeable
investment in Faroe and set the company on a strong growth track
following a series of serious commercial setbacks."
If, after the date of this announcement, any dividend and/or
other distribution and/or other return of capital is declared, made
or paid or becomes payable in respect of the Faroe Shares, DNO will
(except with the consent of the Panel) reduce the consideration
payable under the terms of the Final Offer at such date by an
amount equal to such dividend and/or distribution and/or return of
capital.
Subject to the reservation set out below, and in accordance with
the Code, DNO will not be permitted to increase the Final
Offer.
DNO reserves the right to set aside its no increase statement
following a competitive situation arising, including if there is a
public announcement of the existence of a third-party offeror or
potential offeror (whether publicly identified or not) for
Faroe.
Should DNO wish to set aside its no increase statement as a
result of the above circumstance having arisen, DNO will make an
announcement to that effect within four Business Days of such
circumstance arising and send a notice to Faroe Shareholders and
persons with information rights at the earliest opportunity.
DNO seeking to acquire Faroe Shares
Eligible Faroe Shareholders who are institutional investors
outside the US interested in selling their Faroe Shares to DNO
should contact Pareto Securities AS on +47 2287 8750 or email
sellfpm@paretosec.com. Retail investors should contact their
broker.
Due to regulatory requirements, DNO is unable to purchase Faroe
Shares from shareholders incorporated or located in the US, or
where the Faroe Shares would be sold from the US. Any purchases
will be made to the extent permitted by, and in compliance with,
the exemptive relief granted by the SEC from Rule 14e-5 under the
US Exchange Act and in compliance with the Code.
All Faroe Shareholders are urged to proceed to accept the Final
Offer in accordance with the instructions set out below (unless
they have previously sold their Faroe Shares to DNO).
Final Closing Date for the Final Offer
The Final Offer is being extended and will remain open for
acceptance until 1.00 p.m. (London time) on 23 January 2019 (the
"Final Closing Date"). Subject to the reservation set out below,
and in accordance with the Code, DNO will not be permitted to
extend the Final Closing Date unless the Final Offer is wholly
unconditional at such time.
DNO reserves the right to set aside its no extension statement
following a competitive situation arising, including if there is a
public announcement of the existence of a third-party offeror or
potential offeror (whether publicly identified or not) for
Faroe.
Should DNO wish to set aside its no extension statement as a
result of the above circumstance having arisen, DNO will make an
announcement to that effect within four Business Days of such
circumstance arising and send a notice to Faroe Shareholders and
persons with information rights at the earliest opportunity.
Financing of the Final Offer
The consideration payable by DNO under the terms of the Final
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
Final Offer.
Publication of Final Offer Document and Final Form of
Acceptance
The revised offer document and form of acceptance relating to
the Final Offer (the "Final Offer Document" and "Final Form of
Acceptance", respectively) will be posted to Faroe Shareholders
(and, for information only, the Final Offer Document will be posted
or made available to participants in the Faroe Share Schemes and
persons with information rights) as soon as practicable, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions.
Faroe Shareholders are urged to read the Final Offer Document
and, in respect of Faroe Shares held in certificated form, the
accompanying Final Form of Acceptance carefully when they are sent
to them because they will contain important information.
Further copies of the Final Offer Document and the Final Form of
Acceptance may be obtained by contacting 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).
How to accept the Final Offer
The deadline for acceptances of the Final Offer is 1.00 p.m.
(London time) on 23 January 2019. Faroe Shareholders who have not
yet accepted either of the Prior Offers and who wish to accept the
Final 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 23 January
2019.
Faroe Shareholders wishing to accept the Final Offer in respect
of certificated Faroe Shares, should complete either the first form
of acceptance which accompanied the First Offer Document (the
"First Form of Acceptance") or, once received, the Final Form of
Acceptance, 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 23 January 2019.
Faroe Shareholders wishing to accept the Final 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 23 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 First Offer Document, Faroe
Shareholders who have previously validly accepted either of the
Prior Offers will automatically be deemed to have accepted the
terms of the Final Offer by virtue of their prior acceptances and
therefore need not take any further action.
If you have any questions about the Final Offer or are in any
doubt as to how to complete the First Form of Acceptance or the
Final 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).
Reasons for the Final Offer
The justification for acquiring Faroe remains unchanged and is
as set out in paragraph 3 of the letter from DNO in Part I of the
First Offer Document.
Condition to the Final Offer
The Final Offer is made subject only to the same condition (the
"Condition") as was set out in DNO's announcement dated 3 January
2019 (the "Mandatory Offer Announcement"), but amended as
follows:
Valid acceptances being received (and not, where permitted,
withdrawn) by not later than 1.00 p.m. (London time) on the Final
Closing Date of the Final 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
Final 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 Final
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 Final Offer
or otherwise.
Level of acceptances and interests in relevant securities
As at 3.00 p.m. (London time) on 7 January 2019 (being the
latest practicable date prior to the date of this announcement),
DNO had received valid acceptances of the Offer in respect of a
total of 48,986,966 Faroe Shares representing approximately 13.1
percent of the issued share capital of Faroe which DNO may count
towards satisfaction of the Condition. So far as DNO is aware, no
acceptances have been received from persons acting in concert with
DNO.
As at the close of business in London on 7 January 2019 (being
the latest practicable date prior to the date of this
announcement), DNO held 114,288,128 Faroe Shares, representing 30.6
percent of Faroe's issued share capital.
Save as disclosed above, as at the close of business in London
on 7 January 2019 (being the latest practicable date prior to the
date of this announcement), neither DNO nor, so far as DNO is
aware, any person acting in concert with DNO had:
-- any interest in, or right to subscribe in respect of, or any
short position in relation to Faroe relevant securities, including
any short position under a derivative, any agreement to sell or any
delivery obligation or right to require another person to purchase
or take delivery of Faroe relevant securities; or
-- borrowed or lent any Faroe relevant securities (including any
financial collateral arrangements), save for any borrowed shares
which have been either on-lent or sold.
Furthermore, no dealing arrangement (of the kind referred to in
Note 11 of the definition of "acting in concert" in the Code)
exists between DNO (or, so far as DNO is aware, any person acting
in concert with it) and Faroe in relation to Faroe Shares. For
these purposes, a dealing arrangement includes any indemnity or
option arrangement, any agreement or understanding, formal or
informal, of whatever nature, relating to Faroe Shares which may be
an inducement to deal or refrain from dealing in such
securities.
Accordingly, the total number of Faroe Shares which DNO may
count towards the satisfaction of the Condition is 163,275,094
Faroe Shares (representing approximately 43.8 percent of the issued
share capital of Faroe).
The references to the issued share capital of Faroe above are
based on a figure of 372,889,693 Faroe Shares in issue on 26
November 2018.
Cancellation of admission to trading on AIM and compulsory
acquisition
Subject to the Final 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 Final Offer at that time.
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.
If DNO receives acceptances under the Final Offer in respect of,
or otherwise acquires, 90 percent or more of the Faroe Shares to
which the Final 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 Final Offer has not been accepted.
Faroe Share Schemes
The Final 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 Final 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 Final 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 Final 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 Final Offer
Document once this has been dispatched.
Documents published on a website
This announcement, the Final Offer Document and the Final Form
of Acceptance 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 Final
Offer as described in this announcement and to be set out in the
Final Offer Document and Final Form of Acceptance will, save as set
out in this announcement, be subject to the Condition set out above
and the further terms and conditions as set out in the First Offer
Document and the First Form of Acceptance. Accordingly, this
announcement should be read in conjunction with the full text of
the First Offer Document and, in respect of Faroe Shares held in
certificated form, the First 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.
Appendix I 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.
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
Defined terms used but not defined in this announcement have the
meanings given in the First 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 Final 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 Final Offer will be made solely by means of the
Final Offer Document and (in respect of Faroe Shares held in
certificated form) the Final Form of Acceptance accompanying the
Final Offer Document, which will, together, contain the full terms
and conditions of the Final Offer including details of how it may
be accepted. Any decision in respect of, or other response to, the
Final Offer should be made only on the basis of the information
contained in the Final Offer Document and the Final Form of
Acceptance (read in conjunction with the First Offer Document and
First 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 Final 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 Final Offer or any other
matters referred to in the Final Offer Document, this announcement
or otherwise.
Pareto Securities AS is acting exclusively for DNO and no-one
else in connection with the Final 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 Final Offer or any other matters referred to in the
Final Offer Document, this announcement or otherwise.
Overseas jurisdictions
The availability of the Final 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 Final 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 Final 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 Final 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 Final 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 Final 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 Final 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 Final 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 Final 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 Final 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 Final 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 Final 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 Final
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 Final Offer, before or during the
period in which the Final 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
Final 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 Final Offer on
DNO and Faroe, the expected timing and scope of the Final 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 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 Final 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 Final 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, the UK and Yemen.
APPENDIX I
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 value attributed to the fully diluted share capital of
Faroe is based upon the 372,889,693 Faroe Shares in issue on 26
November 2018 plus 28,148,753 Faroe Shares under award under the
Faroe Share Schemes (which assumes full vesting of all outstanding
share awards). The issued share capital includes 2,757,088 Faroe
Shares which were acquired by Faroe's Employee Benefit Trust on 29
May 2018. If all of these Faroe Shares are used to satisfy share
options and awards, the number of Faroe Shares to be issued under
the Faroe Share Schemes will be reduced accordingly. DNO holds
114,288,128 Faroe Shares. The number of Faroe Shares under option
or award reflects information provided by Faroe to DNO dated 3
December 2018. On the basis of the information provided, all
options are nil-cost options and matching shares.
2. The market prices of the Faroe Shares are the closing middle
market quotations as derived from the Daily Official List.
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
OUPFMGGMVRVGLZM
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January 08, 2019 11:40 ET (16:40 GMT)
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