TIDMFPM
RNS Number : 6343M
Faroe Petroleum PLC
09 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
9 January 2019
Faroe Petroleum plc (the "Company" or "Faroe")
Statement Regarding DNO's Final Offer
The Board of Faroe (the "Board", "we") is today making the
following statement further to the announcement by DNO ASA ("DNO")
on 8 January 2019 that it has increased its unsolicited offer to
160p per share and made its offer final (the "Final Offer"), and
the announcement this morning by DNO that following further
purchases of Faroe shares, DNO owns or has received acceptances for
a total of 195,526,068 Faroe shares, representing approximately
52.44 percent of the ordinary issued share capital of Faroe.
The Board notes that upon settlement of the further share
purchases the Final Offer will become unconditional in all
respects.
Whilst the Board does not believe the Final Offer represents
fair value, the Board recognises that, as set out above, the Offer
will be declared wholly unconditional upon settlement of the
further share purchases made by DNO and DNO will therefore acquire
statutory control of Faroe.
The Board considers that, following its initial investment in
Faroe and in the conduct of its subsequent Offer, DNO has created
considerable uncertainty for minority shareholders. In particular,
DNO has stated that, should it acquire statutory control of Faroe,
it may be required to combine DNO's interest in its Norwegian
operating subsidiary with Faroe's Norwegian operating subsidiary.
DNO has also stated that, if the level of acceptances of its Offer
reaches 75%, it intends to take steps to delist the Company which
would significantly reduce the liquidity and marketability of
Faroe's shares. The Board also notes that DNO has indicated that it
expects to make changes to the Faroe Board and the Board therefore
considers there to be no assurance that Faroe would continue to
maintain its current corporate governance culture in line with UK
corporate governance best practice.
Accordingly, the Board now recommends that, given the Final
Offer will become wholly unconditional, shareholders should accept
the Final Offer, as Faroe directors intend to do in respect of
their own beneficial holdings.
The Board intends to work with DNO in the interim period to
ensure an orderly transition of control of the Company in the
interests of all our stakeholders, including our shareholders and
employees.
Upon the Final Offer becoming unconditional in all respects, it
will in accordance with the UK Takeover Code, remain open for
acceptance for at least 14 days from the date the Final Offer would
otherwise have closed. Accordingly, we would expect DNO to announce
that upon the Final Offer becoming unconditional in all respects,
the Final Offer will remain open until at least 14 days from 23
January 2019 being 6 February 2019. Full details of how to accept
the Final Offer are set out in DNO's offer document, published on 9
January 2019.
- 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 / Toby Chidavaenzi
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.
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.
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
STRZMGGMGLRGLZM
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January 09, 2019 05:32 ET (10:32 GMT)
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