TIDMGED
RNS Number : 4496K
Global Energy Development PLC
15 July 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
For immediate release 15 July 2011
Timetable for Mandatory Cash Offer for Global Energy Development
plc ("Global")
Postponement of posting of Offer Document
On 16 June 2011, HKN Inc. ("HKN") announced the terms of a
mandatory cash offer to be made by HKN for all the issued and to be
issued Ordinary Shares in Global not already held by HKN and
persons deemed to be acting in concert with it. As stated in the
announcement on 16 June 2011, the obligation to make the mandatory
offer arose as a result of Lyford, a concert party of HKN, entering
into a conditional 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 ("Acquisition"). Completion
of the Acquisition is subject to the satisfaction of a number of
conditions and shall take place on or before 13 September 2011,
subject to agreement between the parties. The Directors of HKN and
the Independent Directors of Global announce that they have agreed,
with the consent of the Takeover Panel, to postpone the posting of
the Offer Document until the conditions to the Acquisition are
satisfied and Lyford has completed the Acquisition.
It is expected that the Offer Document will be posted to Global
Shareholders shortly after the completion of the Acquisition and,
in any event within seven days of such completion.
Terms and expressions used in this announcement shall, unless
the context otherwise requires, have the same meanings as given to
them in the announcement of 16 June 2011.
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.
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