TIDMGED
RNS Number : 9929N
Global Energy Development PLC
09 September 2011
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT
JURISDICTION
9 September 2011
MANDATORY CASH OFFER
FOR
GLOBAL ENERGY DEVELOPMENT PLC ("GLOBAL")
BY
HKN, INC. ("HKN")
Posting of Offer Document
On 16 June 2011, 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 ("Global Shares") not already held by HKN
and persons deemed to be acting in concert with it (the
"Offer").
On 15 July 2011, the Directors of HKN and the Independent
Directors of Global announced that they had agreed, with the
consent of the Takeover Panel, to postpone the posting of the Offer
Document until the conditions to completion of the acquisition of
the Global Shares which had triggered the obligation to make the
Offer (the "Acquisition") were satisfied and Lyford had completed
the Acquisition.
On 31 August 2011, the Directors of HKN and the Independent
Directors of Global announced that the conditions to the
Acquisition had been satisfied and that the Offer Document would be
posted as soon as practicable and in any event, no later than 9
September 2011. The Directors of HKN and the Independent Directors
of Global accordingly announce that the Offer Document is being
posted to Global Shareholders today.
As the Concert Party is now interested in Global Shares
representing more than 50 per cent. of Global's issued share
capital carrying more than 50 per cent. of the voting rights of
Global's issued share capital, there is no minimum acceptance
condition or any other conditions precedent to the Offer and the
Offer is unconditional in all respects. The closing date of the
Offer is 1.00 p.m. on 30 September 2011. The Offer will not be
revised or extended and the Offer will not therefore be capable of
acceptance after such date.
Global Shareholders are reminded that the Independent Directors
of Global, who have been so advised by Matrix, consider the terms
of the Offer to materially undervalue the Company and do not
therefore consider the terms of the Offer to be fair and
reasonable. In providing its advice, Matrix has taken into account
the Global Independent Directors' commercial assessments.
Accordingly, the Global Independent Directors recommend that Global
Shareholders do not accept the Offer.
Copies of the Offer Document are available for inspection during
normal business hours on any weekday (Saturdays, Sundays and public
holidays excepted) at the offices of Marriott Harrison at Staple
Court, 11 Staple Inn Buildings, London, WC1V 7QH and in accordance
with Rule 19.11 of the Code, by no later than 12 noon on 12
September 2011 on Global's website at www.globalenergyplc.com.
The anticipated timetable of principal events is as follows:
Event Time and/or date(1)
(2011)
Offer document posted 9 September
Closing Date 1.00 p.m. on 30
September
Latest date for despatch of cheques and crediting 14 October
CREST accounts for cash consideration due under
the Offer
(1) All times shown in this table are London times
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 and the Offer
Document.
Enquiries
Merchant Securities Limited
David Worlidge/Simon Clements 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 are 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.
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ODPSSSFLUFFSEDU
Global Energy Development (LSE:GED)
Historical Stock Chart
From May 2024 to Jun 2024
Global Energy Development (LSE:GED)
Historical Stock Chart
From Jun 2023 to Jun 2024
