Cash Offer (5514I)

TIDMGED

RNS Number : 5514I

Global Energy Development PLC

16 June 2011

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO

OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

16 June 2011

HKN Inc. ("HKN")

Increased investment in Global Energy Development plc ("Global")

Mandatory Cash Offer for Global

Independent Directors of Global recommend Shareholders do not accept the O333ffer

Summary

-- Earlier today, Lyford announced that it had acquired a beneficial interest in Global through entering into an agreement to acquire 3,565,936 Global Shares, representing an interest of approximately 9.97 per cent. in Global, from the United States Marshals Service (the "USMS"), at a price of approximately US95.9 cents per Global Share (equivalent to approximately 59.2p per Global Share based on a closing mid exchange rate of US$1.62:GBP1 on 15 June 2011) (the "Acquisition"). Following completion of the Acquisition, Lyford will be interested in 8,897,236 Global Shares, representing approximately 24.88 per cent. of the issued share capital of Global.

-- Lyford is a company incorporated in the British Virgin Islands which is controlled by Brean. Brean also controls approximately 52.8 per cent. of HKN, a US company traded on the NYSE Amex, which in turn holds approximately 33.25 per cent. of Global's issued share capital.

-- Phyllis Quasha, who controls Brean, also controls Evansville, which in turn holds approximately 0.49 per cent. of Global's issued share capital.

-- In addition, Mr Mikel Faulkner, a director of 3both HKN and Global, holds approximately 0.66 per cent. of Global's issued share capital.

-- For the purposes of the Code, Phyllis Quasha, Brean, HKN, Evansville and Mikel Faulkner are deemed to be acting in concert with Lyford (together, the "Concert Party"). Immediately prior to the Acquisition, the Concert Party was beneficially interested in approximately 49.31 per cent. of Global's issued share capital. Following completion of the Acquisition, the Concert Party will be beneficially interested in approximately 59.28 per cent. of Global's issued share capital.

-- As a result of the Acquisition, under Rule 9 of the Code, the Concert Party is obliged to make a mandatory cash offer to acquire the entire issued share capital of Global not already owned by members of the Concert Party, conditional only upon HKN receiving such acceptances which will result in the Concert Party holding more than 50 per cent. of the Global Shares. Accordingly, following consultation with the Takeover Panel, HKN is announcing the terms of a mandatory cash offer to be made to the shareholders of Global at a price of 72p per share.

-- The Offer will comprise 72p in cash for each Global Share valuing the whole of Global's existing issued share capital at approximately GBP25.8 million.

-- The Offer Price is final and will not be increased.

-- The Independent Directors of Global recommend that Global Shareholders do not accept the Offer.

This summary should be read in conjunction with, and is subject to, the full text of the following announcement (including the Appendices). The Offer will be subject to the condition and the further terms set out in Appendix 1 of the following announcement and the terms to be set out in the Offer Document when issued. Appendix 2 contains the sources and bases of certain information used in this summary and in the following announcement. Appendix 3 contains definitions of certain terms used in this summary and the following announcement. Global Shareholders should carefully read the Offer Document (together with, if they hold their Global Shares in certificated form, the Form of Acceptance) in its entirety before making a decision with respect to the Offer.

Enquiries

Merchant Securities Limited

Simon Clements/David Worlidge 020 7628 2200

Matrix Corporate Capital LLP

Stephen Mischler/Nick Stone 020 3206 7000

This announcement does not constitute or form part of any offer or invitation to sell or purchase any securities or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, pursuant to the Offer or otherwise, nor shall there be any sale, issue or transfer of the securities referred to in this announcement in or into any jurisdiction in contravention of any applicable law. The Offer will be made solely by the Offer Document (together with, in the case of Global Shares in certificated form, the Form of Acceptance), which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. Global Shareholders should carefully read the Offer Document (and, if they hold their Global Shares in certificated form, the Form of Acceptance) in its entirety before making a decision with respect to the Offer.

Merchant Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for HKN and no-one else in relation to the Offer and will not be responsible to anyone other than HKN for providing the protections afforded to the customers of Merchant Securities Limited or for providing advice in relation to the Offer or in relation to the contents of this announcement or any transaction or arrangement referred to herein.

The Offer shall be made solely by HKN and neither Merchant Securities Limited nor any of its affiliates are making the Offer.

To the extent permitted by applicable law, in accordance with, and to the extent permitted by, the Code and normal UK market practice, HKN or its nominees or brokers (acting as agents) or their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, Global Shares, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Such purchases, or arrangements to purchase, will comply with all applicable UK rules, including the Code and the rules of the London Stock Exchange to the extent applicable. In addition, in accordance with, and to the extent permitted by, the Code and normal UK market practice, Merchant Securities Limited and its affiliates may engage in purchasing activities consistent with their respective normal and usual practice and applicable law. Any information about such purchases will be disclosed on a next day basis to the Panel on Takeovers and Mergers and will be available from any Regulatory Information Service, including the Regulatory News Service on the London Stock Exchange website, www.londonstockexchange.com.

Matrix Corporate Capital LLP, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Global and no-one else in relation to the Offer and will not be responsible to anyone other than Global for providing the protections afforded to the customers of Matrix Corporate Capital LLP or for providing advice in relation to the Offer or in relation to the contents of this announcement or any transaction or arrangement referred to herein.

The distribution of this document in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this document comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.

The availability of the Offer to Global Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of those jurisdictions. In particular, the Offer is not, unless decided otherwise by HKN, being made in or into or from, and is not capable of acceptance in or from, any Restricted Jurisdiction. Further details in relation to overseas Global Shareholders will be contained in the Offer Document.

The Offer is not intended to be made, directly or indirectly, in, into or from any Restricted Jurisdiction and the Offer will not be capable of acceptance from or within any Restricted Jurisdiction. Accordingly, copies of this announcement are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving this announcement (including custodians, nominees and trustees) must not mail or otherwise distribute or send it in, into or from any Restricted Jurisdiction, as doing so may invalidate any purported acceptance of the Offer.

This announcement has been prepared for the purpose 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 the UK.

Forward-looking statements

This announcement, including information included in this announcement, contains "forward-looking statements" concerning HKN and Global and the Global Group that are subject to risks and uncertainties. Information in this announcement relating to Global has been compiled from published sources. Generally, the words "will", "may", "should", "continue", "believes", "expects", "intends", "anticipates" or similar expressions identify forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond HKN's ability to control or estimate precisely, such as future market conditions, changes in regulatory environment and the behaviour of other market participants. HKN cannot give any assurance that such forward-looking statements will prove to have been correct. The reader is cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this announcement. HKN does not undertake any obligation to update or revise publicly any of the forward-looking statements set out herein, whether as a result of new information, future events or otherwise, except to the extent legally required.

Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of HKN or any member of the Global Group following completion of the Offer unless otherwise stated.

Disclosure requirements under the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of Global or of any paper 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 paper 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) Global and (ii) any paper 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 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of Global or of a paper 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 per cent. or more of any class of relevant securities of Global or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of Global or of any paper 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) Global and (ii) any paper offeror, 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 Global or a paper 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 Global and by any offeror and Dealing Disclosures must also be made by Global, 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 Global and any 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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

You should note that, for the purposes of the above summary of Rule 8 of the Code, HKN is not treated as a paper offeror and therefore there is no requirement to disclose interests or dealings in shares of HKN under Rule 8 of the Code.

Publication on Global Website

In accordance with Rule 19.11 of the Code, a copy of this announcement will be available on Global's website (www.Globalenergyplc.com) by no later than 12 noon on 17 June 2011.

Hard copies of this announcement will be available for inspection at the offices of Merchant Securities Limited, 51-55 Gresham Street, London EC2V 7HQ.

You may request a hard copy of this announcement free of charge by contacting Merchant Securities Limited on 00 44 207 628 2200.

Rule 2.10 disclosure

In accordance with Rule 2.10 of the Code, Global confirms that it has 35,766,774 issued shares of 1 pence each admitted to trading on AIM with an International Securities Identification Number (ISIN) of GB0031461949.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO

OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

16 June 2011

HKN Inc. ("HKN")

Increased investment in Global Energy Development plc ("Global")

Mandatory Cash Offer for Global

Independent Directors of Global recommend Shareholders do not accept the Offer

1. Introduction

Earlier today, Lyford announced that it had acquired a beneficial interest in Global through entering into an agreement to acquire 3,565,936 Global Shares, representing an interest of approximately 9.97 per cent. in Global, from the United States Marshals Service (the "USMS"), at a price of approximately US95.9 cents per Global Share (equivalent to approximately 59.2p per Global Share based on a closing mid exchange rate of US$1.62:GBP1 on 15 June 2011) (the "Acquisition"). Completion of the Acquisition shall take place 90 days after execution of the Agreement, subject to agreement between the parties, conditional on various matters including that the warranties remain true and accurate. Following the completion of the Acquisition, Lyford will be interested in 8,897,236 Global Shares, representing approximately 24.88 per cent. of the issued share capital of Global.

Lyford is a company incorporated in the British Virgin Islands which is controlled by Brean. Brean also controls approximately 52.8 per cent. of HKN, a US company traded on the NYSE Amex, which in turn holds approximately 33.25 per cent. of Global's issued share capital.

Phyllis Quasha, who controls Brean, also controls Evansville, which in turn holds approximately 0.49 per cent. of Global's issued share capital.

In addition, Mikel Faulkner, a director of both HKN and Global, holds approximately 0.66 per cent. of Global's issued share capital.

For the purposes of the Code, Phyllis Quasha, Brean, HKN, Evansville and Mikel Faulkner are deemed to be acting in concert with Lyford (together, the "Concert Party"). Immediately prior to the Acquisition, the Concert Party was beneficially interested in approximately 49.31 per cent. of Global's issued share capital. Following completion of the Acquisition, the Concert Party will be beneficially interested in approximately 59.28 per cent. of Global's issued share capital.

As a result of the Acquisition, under Rule 9 of the Code, the Concert Party is obliged to make a mandatory cash offer to acquire the entire issued share capital of Global not already owned by members of the Concert Party conditional only upon HKN receiving such acceptances which will result in the Concert Party holding more than 50 per cent. of the Global Shares. Accordingly, following consultation with the Panel, HKN is announcing the terms of a mandatory cash offer to be made to the shareholders of Global at a price of 72p per share, being the highest price paid for a Global Share in the last 12 months by any member of the Concert Party.

2. The Offer

The Offer, which will be subject to the terms in Appendix 1 and subject to the condition set out below and in Appendix 1 and to be set out in the Offer Document and the Form of Acceptance, will be made on the following basis:

for each Global Share 72p in cash

The Offer is to be made by HKN as a mandatory cash offer in accordance with the Concert Party's obligations under Rule 9 of the Code. Accordingly, the Offer, which will not be increased, will be conditional only upon HKN receiving such acceptances which will result in the Concert Party holding more than 50 per cent. of the Global Shares.

The Offer values the whole of the existing issued share capital of Global at approximately GBP25.8 million.

The Offer Price represents a discount of approximately 7.7 per cent. to the Closing Price of 78p of a Global Share on 15 June 2011, the trading day immediately preceding the date of this announcement.

The Global Shares will be acquired by HKN, pursuant to the Offer, fully paid with full title guarantee and free from all liens, charges, encumbrances, equitable interests, pre-emption rights and other interests and rights of whatsoever nature and together with all rights now or hereafter attaching thereto, including the right to receive and retain in full all dividends and other distributions (if any) declared, paid or made after the date of this announcement.

The Offer Document and (in the case of Global Shareholders who hold their Global Shares in certificated form) the Form of Acceptance containing the full terms and condition of the Offer will be posted to Global Shareholders (other than Global Shareholders in a Restricted Jurisdiction) in due course.

3. Views of the Independent Directors of Global

While the Independent Directors recognise that the making of the Offer is a requirement of Rule 9 of the Code, the Independent Directors consider that the Offer materially undervalues Global. The Independent Directors, who have been so advised by Matrix, do not therefore consider the terms of the Offer to be fair and reasonable. In providing advice to the Independent Directors, Matrix has taken into account the commercial assessments of the Independent Directors.

Accordingly, the Independent Directors intend to unanimously recommend that Global Shareholders do not accept the Offer. The Independent Directors do not intend to accept the Offer in respect of their own shareholdings amounting, in aggregate, to 221,985 Global Shares (representing 0.62 per cent. of Global's issued share capital).

Notwithstanding the above and recognising that the Concert Party, in particular HKN, has since Global's admission to AIM had a considerable degree of influence over Global (albeit that the Concert Party's aggregate interest prior to the Acquisition had fallen to below 50 per cent. of Global's issued share capital), the Independent Directors consider that Global Shareholders should be aware of the implications of completion of the Acquisition. In particular, Global Shareholders should note that as a result of completion of the Acquisition and/or the Offer, the Concert Party will hold a majority of Global's issued share capital and therefore, have sufficient rights to ensure that ordinary resolutions are passed, as well as the ability to block resolutions of which it does not approve. In addition, for so long as the Concert Party holds more than 50 per cent. of the voting rights of Global, members of the Concert Party will also be free to increase their shareholding in Global through acquisitions from Global Shareholders without any obligation under the Code to make a further offer to all Global Shareholders (other than in circumstances where Note 4 of Rule 9.1 of the Code might apply).

4. Information on Global

Global is a petroleum exploration and production company focused on Latin America. Global's portfolio covers the countries of Colombia and Peru and comprises a base of production, developmental drilling and workover opportunities and several exploration projects. Global currently holds six contracts: five in Colombia and one in Peru. Global's Shares have been traded on AIM since March 2002.

For the year ended 31 December 2010, Global had revenues of approximately US$23.8 million and as at that date had net assets of approximately US$79.8 million.

5. Information on HKN and its concert parties

HKN is an energy company, whose shares are listed on the New York Stock Exchange, engaged in the development and production of crude oil, natural gas and coalbed methane assets and in the active management of energy-based investments. At 31 December 2010, HKN had audited net assets of approximately $65 million. Additional information may be found at the HKN web site, www.hkninc.com.

Brean is an investment holding company which is registered and incorporated in the British Virgin Islands and its sole director is Vicali Services (BVI) Inc., a British Virgin Islands company ("Vicali"). Susan V. Demers and Andrea J. Douglas are the directors of Vicali. Mrs Phyllis Quasha is the beneficial owner of Brean.

6. Financing of the Offer and cash confirmation

Full acceptance of the Offer will result in the payment by HKN of approximately GBP11.21 million in cash, on the assumption that only options that have vested with exercise prices below 72p are exercised and accept the Offer and taking account the irrevocable undertakings given by Mikel Faulkner and Stephen Voss to not accept the Offer in respect of any Global Shares issued as a result of exercise of their options.

The aggregate cash consideration payable by HKN will be financed from the existing cash resources of HKN.

Merchant Securities, financial adviser to HKN, is satisfied that sufficient resources are available to HKN to satisfy the cash consideration payable to Global Shareholders in the event of full acceptance of the Offer.

7. Expected Timetable

It is intended that the Offer Document and Form of Acceptance containing the full terms and the condition of the Offer will be despatched to the Global Shareholders as soon as practicable and in any event within 28 days. The Offer Document will contain full details of the expected timetable and will specify the necessary actions to be taken by Global Shareholders.

8. Management, employees and locations

The existing employment rights and terms and conditions of employment, including pension obligations, of employees of Global will continue to be safeguarded following the Offer. HKN does not currently intend to make any material change in the conditions or location of employment of Global employees, nor does it currently intend to change the location of Global's places of business, the composition of Global's Board of Directors, or to redeploy Global's fixed assets.

9. Global trading on AIM

HKN intends that the admission to trading of Global Shares on AIM will continue following the Offer.

10. Disclosure of interests in Global and confirmation of Opening Position Disclosure

Immediately prior to the Acquisition, HKN and its concert parties were beneficially interested in 17,636,624 Global Shares, representing approximately 49.31 per cent. of Global's issued share capital. Following completion of the Acquisition, HKN and its concert parties will be beneficially interested in 21,202,560 Global Shares, representing approximately 59.28 per cent. of Global's issued share capital. These comprise the following shareholdings:

 
                                                Following completion 
                      Prior to Acquisition       of the Acquisition 
                          Number of           Number of Global 
 Shareholder          Global Shares       %             Shares       % 
 
 HKN                     11,893,462   33.25         11,893,462   33.25 
 Lyford                   5,331,300   14.91          8,897,236   24.88 
 Evansville                 176,612    0.49            176,612    0.49 
 Mikel Faulkner            235,250*    0.66            235,250    0.66 
                    ---------------  ------  -----------------  ------ 
                         17,636,624   49.31         21,202,560   59.28 
                    ===============  ======  =================  ======

* In addition, Mikel Faulkner holds 1,890,000 options over Global Shares.

Irrevocable undertakings

The following directors of Global have given irrevocable undertakings to HKN that they will not accept the Offer in respect of options held by them which have vested:

 
                                            No. of options 
                                               over Global 
                                            Shares subject 
                       No. of options    to an irrevocable 
                          over Global          undertaking 
                       Shares subject     with an exercise     Percentage of 
                    to an irrevocable          price under    Global Diluted 
 Optionholder             undertaking        72p per share     Share Capital 
 
 Mikel Faulkner             1,890,000            1,560,000              3.97 
 Stephen Voss               1,200,000            1,000,000              2.54

Save for the interests disclosed above, neither HKN nor any of HKN's directors nor, so far as HKN is aware, any party acting in concert with HKN for the purposes of the Offer:

(i) has any interest in or right to subscribe for any relevant securities of Global; or

(ii) has any short position in respect of relevant securities of Global (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to take delivery; or

(iii) has borrowed or lent any relevant securities of Global; or

(iv) has procured any irrevocable undertaking or letter of intent in respect of any relevant securities of Global.

There are no arrangements of the kind referred to in Note 11 on the definition of acting in concert in the Code which exist between HKN, HKN's directors (or, so far as HKN is aware, any party acting in concert with HKN for the purposes of the Offer) and any other person in relation to any relevant securities of Global.

HKN confirms that it is on the date of this announcement making an Opening Position Disclosure (as defined in the Code), which discloses the details required to be disclosed by it and all other persons deemed to be acting in concert with it under Rule 8 of the Code.

11. Overseas Global Shareholders

The availability of the Offer or the distribution of this announcement to Global Shareholders who are not resident in the UK may be affected by the laws of relevant jurisdictions in which they are located. Global 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 of any securities or an offer or an invitation to purchase any securities.

Global Shareholders are advised to read the Offer Document carefully (together with, if they hold their Global Shares in certificated form, the Form of Acceptance) once it has been despatched, which will contain further details in relation to overseas Global Shareholders.

12. Global Share Scheme

The Offer will extend to any Global Shares issued or unconditionally allotted or issued fully paid (or credited as fully paid) after the date of this announcement and before the date the Offer closes (or such earlier date as HKN may, subject to the Code and in accordance with the further terms of the Offer, decide), including those Global Shares allotted or issued as a result of the exercise of options under the Global Share Scheme.

HKN intends to make appropriate proposals to the holders of options under the Global Share Scheme if required under the terms of the Global Share Scheme and/or the Code.

13. General

The Offer will be governed by English law and will be subject to the jurisdiction of the English courts. The Offer will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange and the Financial Services Authority.

The Offer Document and (in the case of Global Shares held in certificated form) the Form of Acceptance will be posted to Global Shareholders (other than Global Shareholders in any Restricted Jurisdiction) as soon as practicable and in any event within 28 days of this announcement, except with the consent of the Panel.

Your attention is drawn to the further information contained in the Appendices to this announcement which form part of, and should be read in conjunction with, this announcement.

The Offer will be on certain further terms and subject to the condition set out in Appendix 1. Appendix 2 contains the sources and bases of information used in the announcement. Appendix 3 contains definitions of certain terms used in this announcement.

Enquiries

Merchant Securities Limited

Simon Clements/David Worlidge 020 7628 2200

Matrix Corporate Capital LLP

Stephen Mischler/Nick Stone 020 3206 7000

Buchanan

Tim Thompson/Ben Romney 020 7466 5000

The Offer shall be made solely by HKN and neither Merchant Securities Limited nor any of its affiliates are making the Offer.

Forward-looking statements

This announcement, including information included in this announcement, contains "forward-looking statements" concerning HKN and Global and the Global Group that are subject to risks and uncertainties. Information in this announcement relating to Global has been compiled from published sources. Generally, the words "will", "may", "should", "continue", "believes", "expects", "intends", "anticipates" or similar expressions identify forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond HKN's ability to control or estimate precisely, such as future market conditions, changes in regulatory environment and the behaviour of other market participants. HKN cannot give any assurance that such forward-looking statements will prove to have been correct. The reader is cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this announcement. HKN undertakes no obligation to update or revise publicly any of the forward-looking statements set out herein, whether as a result of new information, future events or otherwise, except to the extent legally required.

Disclosure requirements under the Code

Publication on Global Website

In accordance with Rule 19.11 of the Code, a copy of this announcement will be available on Global's website (www.Globalenergyplc.com) by no later than 12 noon on 17 June 2011.

Hard copies of this announcement will be available for inspection at the offices of Merchant Securities Limited, 51-55 Gresham Street, London EC2V 7HQ.

You may request a hard copy of this announcement free of charge by contacting Merchant Securities Limited on 00 44 207 628 2200.

Rule 2.10 disclosure

APPENDIX 1

CONDITION OF THE OFFER AND FURTHER TERMS OF THE OFFER

The Offer will comply with the applicable rules and regulations of AIM, the London Stock Exchange and the Code. The Offer and any acceptances thereunder will be governed by English law and will be subject to the jurisdiction of the English Courts. In addition it will be subject to the condition to be set out in the Offer Document and related Form of Acceptance.

Part A - Condition of the Offer

The Offer will be subject to the following condition:

Valid acceptances of the Offer being received (and not, where permitted, withdrawn) by not later than 1.00 p.m. (London time) on the first closing date of the Offer (or such later time(s) and/or date(s) as HKN may, subject to the rules of the Code or with the consent of the Panel, decide) in respect of such number of Global Shares which, when aggregated with the Global Shares held by HKN and any person acting in concert with HKN at the date of the Offer and any Global Shares acquired or contracted to be acquired by HKN or any person acting in concert with HKN on or after such date, carry more than 50 per cent. of the voting rights then normally exercisable at a general meeting of Global including for this purpose any such voting rights attaching to Global Shares which have been unconditionally allotted or issued before the Offer becomes or is declared unconditional (whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise).

For the purposes of this condition Global Shares which have been unconditionally allotted but not issued shall be deemed to carry the voting rights they will carry on issue.

Part B - Further terms of the Offer

Subject as follows, the Offer will extend to all Global Shares other than those already owned by HKN and its concert parties.

Global Shares will be acquired by HKN, pursuant to the Offer, fully paid with full title guarantee and free from all liens, charges, encumbrances, equitable interests, pre-emption rights and other interests and rights of whatsoever nature and together with all rights now or hereafter attaching thereto, including the right to receive and retain in full all dividends and other distributions (if any) declared, paid or made after the date of this announcement.

In deciding whether or not to accept the Offer in respect of their Global Shares, Global Shareholders should rely on the information contained in, and follow the procedures described in, the Offer Document and (if they hold their Global Shares in certificated form) the Form of Acceptance which will be posted to Global Shareholders in due course (other than to any Global Shareholders with addresses in any Restricted Jurisdiction).

The Offer will be subject to the terms which are set out in this Appendix 1, those terms which will be set out in the formal Offer Document and Form of Acceptance and such further terms as may be required to comply with the Code and applicable law.

The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

The Offer will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, internet or e-mail) of interstate or foreign commerce of, or of any facility of a national securities exchange of, any Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within, any Restricted Jurisdiction.

This announcement does not constitute an offer or invitation to purchase Global Shares or any other securities.

APPENDIX 2 - BASES AND SOURCES OF INFORMATION

Information about Global has been compiled from published sources.

Unless otherwise stated:

(a) financial information relating to Global has been extracted or derived without material adjustment from the relevant audited annual accounts;

(b) references to the value of the Offer are based on there being 35,766,774 Global Shares in issue (source: Regulatory News Service announcement dated 12 April 2011);

(c) HKN has been advised by Global that as at the date of this document, there are 3,571,862 options that have vested or may vest as a result of the Offer and have exercise prices below 72p per Global Share; and

(d) historic share prices are sourced from the London Stock Exchange website and represent Closing Prices for Global Shares on the relevant dates.

APPENDIX 3 - DEFINITIONS

The following definitions apply throughout this announcement:

 
 "Acquisition"               the acquisition of 3,565,936 Global 
                              Shares by Lyford from the United States 
                              Marshals Service at a price of approximately 
                              US95.9 cents for each Global Share 
 "AIM"                       a market operated by the London Stock 
                              Exchange 
 "Brean"                     Brean Murray Carret Group, Inc., a company 
                              incorporated in the British Virgin Islands 
 "business day"              a day (excluding Saturdays, Sundays 
                              and public holidays) on which banks 
                              are open for business in the City of 
                              London 
 "Closing Price"             the closing middle-market price of a 
                              Global Share on a particular day as 
                              derived from the Daily Official List 
 "Code"                      the Takeover Code issued by the Panel, 
                              as amended from time to time 
 "Companies Act 2006"        the Companies Act 2006, as amended 
 "Concert Party"             Phyllis Quasha, Brean, HKN, Evansville, 
                              Mikel Faulkner and Lyford 
 "Daily Official             the daily Official List of the London 
  List"                       Stock Exchange 
 "Evansville"                Evansville Limited, a company incorporated 
                              in the British Virgin Islands 
 "Form of Acceptance"        the form of acceptance and authority 
                              relating to the Offer which will, in 
                              the case of Global Shareholders who 
                              hold their Global Shares in certificated 
                              form (other than Global Shareholders 
                              in a Restricted Jurisdiction), accompany 
                              the Offer Document 
 "Global"                    Global Energy Development plc, a company 
                              registered in England and Wales under 
                              company number 4330608 
 "Global Diluted             the Global Shares in issue following 
  Share Capital"              vesting and exercise of all options 
                              with an exercise price below 72p per 
                              Global Share 
 "Global Group"              collectively, Global and its subsidiaries 
                              from time to time 
 "Global Shareholders"       holders of Global Shares 
 "Global Shares"             ordinary shares of 1p each in the capital 
                              of Global 
 "Global Share Scheme"       the employee share option scheme of 
                              Global under which options over Global 
                              Shares are outstanding 
 "HKN"                       HKN, Inc., a company incorporated in 
                              Delaware, United States, with registered 
                              number 95-2841597 
 "Independent Directors"     the directors of Global other than Mikel 
                              Faulkner (who is not independent as 
                              he is a member of the Concert Party) 
 "London Stock Exchange"     London Stock Exchange plc 
 "Lyford"                    Lyford Limited, a company incorporated 
                              in the British Virgin Islands 
 "Matrix"                    Matrix Corporate Capital LLP, financial 
                              adviser to the Independent Directors 
                              of Global 
 "Merchant Securities"       Merchant Securities Limited, financial 
                              adviser to HKN 
 "Offer"                     the mandatory unconditional cash offer 
                              to be made by HKN to acquire the entire 
                              issued and to be issued share capital 
                              of Global not already owned by HKN or 
                              persons acting in concert with it on 
                              the terms to be set out in the Offer 
                              Document and, in the case of Global 
                              Shares held in certificated form, the 
                              Form of Acceptance 
 "Offer Document"            the formal offer document to be sent 
                              to Global Shareholders (other than Global 
                              Shareholders in a Restricted Jurisdiction) 
                              which will contain the full terms and 
                              condition of the Offer 
 "Offer Period"              the offer period (as defined in the 
                              Code) relating to Global, which commenced 
                              on (and includes) 16 June 2011 
 "Panel"                     the Panel on Takeovers and Mergers 
 "Pounds Sterling"           UK pounds sterling (and references to 
  or "GBP"                    "p" shall be construed accordingly) 
 "Restricted Jurisdiction"   any jurisdiction where local laws or 
                              regulations may result in a significant 
                              risk of civil, regulatory or criminal 
                              exposure for HKN, any parties acting 
                              in concert with it, any of their respective 
                              directors or Global if information or 
                              documentation concerning the Offer is 
                              sent or made available to Shareholders 
                              in that jurisdiction 
 "United Kingdom"            the United Kingdom of Great Britain 
  or "UK"                     and Northern Ireland

All times referred to are London time unless otherwise stated.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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