Belphar Limited Recommended Cash Offer for Pan European Terminals (7137H)

TIDMPAN

RNS Number : 7137H

Belphar Limited

21 May 2014

For immediate release

Not for release, publication or distribution, in whole or in part, DIRECTLY OR INDIRECTLY in, into or from any RESTRICTED jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.

21 May 2014

RECOMMENDED CASH OFFER

FOR

PAN EUROPEAN TERMINALS PLC

BELPHAR LTD

SUMMARY AND HIGHLIGHTS:

-- Belphar Ltd ("Belphar") and Pan European Terminals plc ("Pan" or the "Company") are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Belphar for the entire issued and to be issued ordinary share capital of Pan not already owned by Belphar (the "Offer").

-- Under the terms of the Offer, Pan Shareholders will receive 22 pence in cash for each Pan Share held, valuing the current issued ordinary share capital of Pan at approximately GBP23.4 million.

   --       The Offer Price represents a premium of approximately:

(i) 37.33 per cent. over the VWAP per Pan Share of 16.02 pence over the three month period ended on 20 May 2014, being the last Business Day prior to the date of this announcement; and

(ii) 46.67 per cent. over the closing middle market price of 15.00 pence per Pan Share on 20 May 2014, being the last Business Day prior to the date of this announcement.

-- Belphar, a British Virgin Islands limited liability company wholly owned by Mr Khofiz Shakhidi, currently owns 31,791,207 Pan Shares, representing approximately 29.90 per cent. of Pan's existing issued ordinary share capital.

-- Belphar has received an irrevocable undertaking to accept (or procure acceptance of) the Offer from Pan's Chief Executive Officer and Interim Executive Chairman, Simon Escott, the only Pan Director who holds Pan Shares, in respect of 4,926,500 Pan Shares, representing approximately 4.63 per cent. of the issued ordinary share capital of Pan as at the date of this announcement. Such undertaking will remain binding in the event of any competing offer unless the Offer Document is not published within five Business Days of the date of this announcement or the Offer lapses or is otherwise withdrawn.

-- Belphar has also received irrevocable undertakings to accept the Offer from certain institutional Pan Shareholders (who are listed in Appendix III to this announcement), in respect of, in aggregate, 34,404,040 Pan Shares, representing approximately 32.36 per cent. of the issued ordinary share capital of Pan as at the date of this announcement. These undertakings will cease to be binding if the value of any competing offer is 25 pence or more (where such competing offer has been announced as a firm intention to make an offer in accordance with Rule 2.7 of the Code) or if the Offer Document is not published within 28 days of the date of this announcement or the Offer lapses or is otherwise withdrawn. In addition, Pan's Company Secretary, Mark Gilchrist, has provided an irrevocable undertaking to Belphar to accept (or procure acceptance of) the Offer in respect of his entire holding of 2,775,000 Pan Shares, representing approximately 2.61 per cent. of the issued ordinary share capital of Pan as at the date of this announcement. Such undertaking will cease to be binding in the same circumstances as the irrevocable undertakings received from certain institutional Pan Shareholders as outlined above.

-- Belphar has therefore received irrevocable undertakings over, in aggregate, 42,105,540 Pan Shares, representing approximately 39.60 per cent. of the issued ordinary share capital of Pan as at the date of this announcement. Further details of these irrevocable undertakings are set out below and in Appendix III to this announcement.

-- Accordingly, when taken together with Pan Shares already owned by Belphar, Belphar either owns or controls or has received irrevocable undertakings over, in aggregate, 73,896,747 Pan Shares, representing approximately 69.50 per cent. of the issued ordinary share capital of Pan as at the date of this announcement.

-- In addition, Belphar holds GBP8.85 million of GBP1 Convertible Loan Notes which, if converted, would convert into 40,227,272 Pan Shares, and owns 408,163 Warrants which, if fully exercised, would convert into a further 408,163 Pan Shares.

-- The Pan Directors, who have been so advised by finnCap Ltd and Westhouse Securities Limited (together, the "Joint Financial Advisers"), consider the terms of the Offer to be fair and reasonable. In providing their advice to the Pan Directors, the Joint Financial Advisers have taken into account the commercial assessments of the Pan Board.

-- Accordingly, the Pan Directors have unanimously agreed to recommend that Pan Shareholders accept the Offer.

-- The Offer Document will be posted as soon as practicable and in any event within 28 days from thedate of this announcement, unless otherwise agreed with the Panel.

Commenting on the Offer on behalf of the Pan Board, Simon Escott, Chief Executive Officer and Interim Executive Chairman of Pan said:

"This Offer provides a certain cash exit at a premium to the recent market share price, and we welcome the opportunities that will be afforded to the Company by joining a group with experience and knowledge of working in the FSU.

"Importantly, we believe that this transaction will bring immediate and long term benefits to the Company's customers and will provide a stable and well-capitalised future for Pan and its employees, allowing the Company to continue to pursue its planned growth strategy."

Commenting on the Offer on behalf of Belphar, Khofiz Shakhidi, the sole director of Belphar said:

"We are delighted to be announcing this recommended cash offer for Pan. We believe that Pan is a Company with great potential, but that, given its size, operating environment and geographic focus, it would fare better as a private company with a simplified and more cost effective corporate structure, while benefitting from our experience in the FSU region. Our Offer provides Pan Shareholders with a certain cash exit at an attractive premium to the recent market share price."

This summary should be read in conjunction with, and is subject to, the full text of the following announcement and the Appendices. Implementation of the Offer will be subject to the Conditions set out in Appendix I to this announcement and the further terms to be set out in the Offer Document and the Form of Acceptance. Appendix II contains the sources of information and bases of calculations used in this announcement. Appendix III contains details of the irrevocable undertakings received by Belphar. Certain definitions apply throughout this announcement (including this summary) and your attention is drawn to Appendix IV at the end of this announcement where these definitions are set out in full.

Enquiries:

 
 
   Belphar Ltd                                           Tel: +44 (0) 20 3131 
   Khofiz Shakhidi                                       0046 
 Strand Hanson Limited - Financial Adviser to          Tel: +44 (0) 20 7409 
  Belphar                                               3494 
  Stuart Faulkner 
  Matthew Chandler 
  James Dance 
 Bell Pottinger - Financial PR to Belphar              Tel: +44 (0) 20 7861 
  Mark Antelme                                          3232 
  Henry Lerwill 
 Pan European Terminals plc                            Tel: +44 (0) 20 3145 
  Simon Escott, Chief Executive Officer and Interim     1908 
  Executive Chairman                                    Mob: +44 (0)7920 
                                                        095 800 
 finnCap Ltd - Joint Financial Adviser to Pan          Tel: +44 (0) 20 7220 
  Stuart Andrews                                        0500 
  Christopher Raggett 
 Westhouse Securities Ltd - Joint Financial Adviser,   Tel: +44 (0) 20 7601 
  Nominated Adviser and Broker to Pan                   6100 
  Richard Johnson 
  Antonio Bossi 
 Leander - Financial PR to Pan                         Tel: +44 (0)7795 
  Christian Taylor-Wilkinson                            168 157

Strand Hanson Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Belphar and no-one else in connection with the Offer and other matters described in this announcement, and will not be responsible to anyone other than Belphar for providing the protections afforded to clients of Strand Hanson Limited or for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to herein.

finnCap Ltd, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as joint financial adviser to Pan and no-one else in connection with the Offer and other matters described in this announcement, and will not be responsible to anyone other than Pan for providing the protections afforded to clients of finnCap Ltd or for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to herein.

Westhouse Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as joint financial adviser, Nominated Adviser and Broker to Pan and no-one else in connection with the Offer and other matters described in this announcement, and will not be responsible to anyone other than Pan for providing the protections afforded to clients of Westhouse Securities Limited or for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to herein.

You may request a hard copy of this announcement (and any information incorporated by reference in this announcement) by contacting Equiniti Limited during business hours on 0871 384 2809 or, if calling from outside the UK, on +44 121 415 0089 or by submitting a request in writing to Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA. It is important that you note that unless you make a request, a hard copy of this announcement and any such information incorporated by reference in it will not be sent to you. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF, AN OFFER TO SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW. THE OFFER WILL BE MADE SOLELY BY MEANS OF THE OFFER DOCUMENT, WHICH WILL CONTAIN THE FULL TERMS AND CONDITIONS OF THE OFFER, AND IN THE CASE OF PAN SHARES HELD IN CERTIFICATED FORM, THE FORM OF ACCEPTANCE. ANY ACCEPTANCE IN RELATION TO THE OFFER SHOULD BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN THE OFFER DOCUMENT. SHAREHOLDERS ARE ADVISED TO READ THE OFFER DOCUMENT CAREFULLY, ONCE IT HAS BEEN DESPATCHED.

The availability of the Offer and the release, publication and distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons who are not resident in the United Kingdom into whose possession this announcement 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. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person. Copies of this announcement and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including, without limitation, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction.

This announcement has been prepared for the purpose of complying with English law, the Code and the AIM Rules 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 United Kingdom.

Cautionary Note Regarding Forward Looking Statements

The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and service of this announcement shall not give rise to any implication that there has been no change in the facts set forth in this announcement since such date. 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 and the factors described in the context of such forward looking statements in this announcement could cause actual results or developments to differ materially from those expressed or implied by such forward looking statements. Although Pan and Belphar believe that the expectations reflected in such forward looking statements are reasonable, neither Belphar nor Pan, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in this announcement will actually occur. Other than in accordance with their legal or regulatory obligations (including under the AIM Rules and the Disclosure and Transparency Rules of the FCA), neither Belphar nor Pan is under any obligation, and Belphar and Pan expressly disclaim any intention or obligation, to update or revise any forward looking statements, whether as a result of new information, future events or otherwise. Pan and Belphar therefore caution you not to place undue reliance on these forward looking statements which speak only as at the date of this announcement.

Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 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 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% 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, 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.

Information Relating to Pan Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Pan Shareholders, persons with information rights and other relevant persons for the receipt of communications from Pan may be provided to Belphar during the offer period as requested under Section 4 of Appendix 4 of the Code to comply with Rule 2.12(c).

Rule 2.10 Disclosure

In accordance with Rule 2.10 of the Code, Pan confirms that, as at the date of this announcement, it has 106,325,110 ordinary shares of 1 penny each in issue and admitted to trading on AIM under the ISIN reference GB00B12V3082. Pan also has in issue 408,163 unlisted, transferable warrants to subscribe for Pan Shares, exercisable at 24.5 pence per Pan Share between 17 November 2011 and 17 November 2016.

In addition, Dan-Balt Terminals Limited, a wholly-owned subsidiary of Pan, has issued the following loan notes, convertible into Pan Shares (subject, inter alia, to approval by greater than 75% of Pan Shareholders voting at a Pan general meeting) admitted to the Channel Islands Stock Exchange:

-- GBP8,500,000 10% Secured Convertible Fixed Rate Loan Notes of GBP1 each, repayable on 19 November 2015 and convertible into a maximum of 38,636,363 Pan Shares at 22 pence per share; and

-- GBP350,000 10% Guaranteed Convertible Fixed Rate Loan Notes, repayable on 26 April 2016 and convertible into a maximum of 1,590,909 Pan Shares at 22 pence per share,

in each case, subject to Pan obtaining such authorities and approvals from shareholders as are required for the Pan Directors to authorise the issue of such Pan Shares on conversion free of statutory pre-emption rights.

Publication on website

In accordance with Rule 30.4 of the Code, a copy of this announcement will be made available free of charge (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions) on the websites of Pan at www.peterminals.com and Belphar at www.belphar.com by no later than 12 noon (London time) on 22 May 2014. For the avoidance of doubt, the content of these websites is not incorporated by reference and does not form part of this announcement.

Note to US Pan Shareholders

The Offer will be made for the securities of a UK company and is subject to UK disclosure requirements, which are different from those in the United States. The financial information included in this announcement has been prepared in accordance with accounting standards applicable in the United Kingdom 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 United States.

The Offer will be made in the United States pursuant to applicable UK tender offer rules and securities laws and otherwise in accordance with the requirements of the Code. Accordingly, the 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 to tender offers made in accordance with US procedures and law.

It may be difficult for Pan Shareholders in the US to enforce their rights and any claim arising out of the US federal securities laws, since Belphar and Pan are located in non-US jurisdictions, and some or all of their officers and directors may be residents of non-US jurisdictions. US Pan Shareholders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to the judgment of a US court.

In accordance with the Code and normal UK market practice and pursuant to Rule 14e-5(b)(10) under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), Belphar or its nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Shares outside the United States, otherwise than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance, such as in open market purchases at prevailing prices or privately negotiated purchases at negotiated prices. In the event that Belphar or its nominees or brokers (acting as agents) purchase or make arrangements to purchase Shares for a higher price than the Offer Price, the Offer Price will be increased to match the higher price paid outside the Offer. Such purchases, or arrangements to purchase, will comply with all applicable United Kingdom rules, including the Code and the AIM Rules. These purchases may occur in the open market or as privately negotiated transactions. Any information about such purchases which is required to be made public in the United Kingdom pursuant to the Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Neither the US Securities and Exchange Commission nor any securities commission of any state or other jurisdiction of the United States has approved or disapproved of this document or determined whether this document is accurate or complete. Any representation to the contrary is a criminal offence.

21 May 2014

RECOMMENDED CASH OFFER

FOR

PAN EUROPEAN TERMINALS PLC

BELPHAR LTD

   1.    Introduction

Belphar and Pan are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Belphar for the entire issued and to be issued ordinary share capital of Pan not already owned by Belphar.

Belphar is a private limited liability company which was incorporated in the British Virgin Islands on 4 October 2013. It was established by Mr Khofiz Shakhidi specifically for the purposes of making the Offer. Further information on Belphar and Mr Khofiz Shakhidi, the owner and sole director of Belphar, is set out in paragraph 6 below.

   2.    The Offer

Under the Offer, which will be made on and subject to the terms and Conditions referred to in Appendix I to this announcement, and subject to the further terms to be set out in full in the Offer Document and, in the case of Pan Shares held in certificated form, in the Form of Acceptance, Pan Shareholders will be entitled to receive:

   for each Pan Share                             22 pence in cash

The Offer values Pan's existing issued ordinary share capital at approximately GBP23.4 million and the Offer Price represents a premium of approximately:

(i) 37.33 per cent. over the VWAP per Pan Share of 16.02 pence over the three month period ended on 20 May 2014, being the last Business Day prior to the date of this announcement; and

(ii) 46.67 per cent. over the closing middle market price of 15.00 pence per Pan Share on 20 May 2014, being the last Business Day prior to the date of this announcement.

The Offer will extend to all Pan Shares unconditionally allotted or issued and fully paid on the date of the Offer, not currently held by Belphar, and any Pan Shares which are unconditionally allotted or issued and fully paid before the date on which the Offer ceases to be open for acceptance or such earlier date as Belphar may, subject to the Code and in accordance with the Conditions and further terms of the Offer or with the consent of the Panel, decide, not being earlier than the date on which the Offer becomes unconditional.

The Pan Shares will be acquired by Belphar pursuant to the Offer fully paid with full title guarantee and free from all liens, charges, encumbrances, equitable interests, options, pre-emption rights and other third party interests and rights of any nature whatsoever and together with all rights now or hereafter attaching thereto, including, without limitation, voting rights and 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 will be subject to the Conditions and further terms set out or referred to in Appendix I to this announcement, and subject to the further terms to be set out in full in the Offer Document and, in the case of Pan Shares held in certificated form, the Form of Acceptance, when issued.

Background to and reasons for the Offer and future plans for Pan

Belphar currently holds 31,791,207 Pan Shares, representing approximately 29.90 per cent. of Pan's issued ordinary share capital. In addition, Belphar owns GBP8.85 million principal amount of Convertible Loan Notes, which, subject to Pan obtaining all necessary Pan Shareholders' approvals, could potentially be converted into 40,227,272 Pan Shares, representing approximately 27.45 per cent. of Pan's share capital, as enlarged by full conversion of the CLNs. Assuming full conversion of the CLNs, Belphar would therefore be interested in approximately 72,018,479 Pan Shares, representing approximately 49.1 per cent. of Pan's diluted share capital following such conversion. In addition, Belphar owns 408,163 Warrants which, if fully exercised at their exercise price of 24.5 pence per share, would convert into a further 408,163 Pan Shares.

Mr Khofiz Shakhidi, the 100 per cent. owner and sole director and controller of Belphar, built these positions as he recognised the potential of Pan's business. His initial Pan Shares were purchased from Alpcot Capital Management Limited together with a series of small market purchases of Pan Shares on 1 October 2013 and 2 October 2013. After conducting further research and on the basis of public information, Mr Shakhidi decided to announce a possible all cash offer for Pan, via Belphar, on 21 October 2013 (the "Possible Offer").

On 22 October 2013, Belphar acquired a further 16,870,505 Pan Shares, the Warrants and the CLNs from Hepworth Technologies S.A. and Hurley Investment Holdings Limited and sought to enter into talks with the Pan Board to secure a recommendation for its Possible Offer. Despite holding a number of discussions with the Pan Board, as no recommendation was forthcoming at this time, Belphar decided not to proceed with its Possible Offer and announced its withdrawal on 15 November 2013.

At the invitation of the Pan Board, the Belphar Director and Pan subsequently recommenced their dialogue in February 2014 and have now reached agreement on the terms of the Offer. Belphar has a high regard for Pan and its management team and is confident of the overall prospects for Pan's operating businesses, but believes that in order to maximise its future potential the Company will be better suited to a private company environment, where, with Belphar's full support and assistance and the Belphar Director's experience of, and contacts in, the FSU, Pan's management team will be better placed to concentrate on the more efficient delivery of its medium term business plan free from the requirement to meet the public equity market's typically shorter term expectations and the regulatory burdens, constraints and numerous expenses associated with maintaining a UK public listing. In addition, Belphar believes that, as a relatively small UK quoted company with principally overseas operations and trading activities, Pan will find it difficult to attract and retain sufficient research coverage, stock liquidity and market rating that would make retaining its existing AIM quotation worthwhile.

Belphar intends to seek to continue to grow the capacity and functionality of Pan's existing transhipment and storage facilities and to pursue the identification and evaluation of potential new opportunities and projects in Europe and elsewhere, whilst maintaining a tight control of costs within a simplified corporate structure.

   3.    Irrevocable undertakings

Belphar has received an irrevocable undertaking to accept (or procure acceptance of) the Offer from Pan's Chief Executive Officer and Interim Executive Chairman, Simon Escott, the only Pan Director who holds Pan Shares, in respect of all the Pan Shares he holds, being 4,926,500 Pan Shares representing approximately 4.63 per cent. of the issued ordinary share capital of Pan as at the date of this announcement. This undertaking will remain binding even in the event that a third party makes a competing offer for Pan and will cease to be binding only if the Offer Document is not published within five Business Days of the date of this announcement or the Offer lapses or is otherwise withdrawn.

Belphar has also received irrevocable undertakings to accept (or procure acceptance of) the Offer from certain institutional Pan Shareholders (who are listed in Appendix III to this announcement), in respect of, in aggregate, 34,404,040 Pan Shares, representing approximately 32.36 per cent. of the issued ordinary share capital of Pan as at the date of this announcement. These undertakings will cease to be binding if the value of any competing offer is 25 pence or more (where such competing offer has been announced as a firm intention to make an offer in accordance with Rule 2.7 of the Code) or if the Offer Document is not published within 28 days of the date of this announcement or the Offer lapses or is otherwise withdrawn.

In addition, Pan's Company Secretary, Mark Gilchrist, has provided an irrevocable undertaking to Belphar to accept (or procure acceptance of) the Offer in respect of his entire holding of Pan Shares, being 2,775,000 Pan Shares representing approximately 2.61 per cent. of the issued ordinary share capital of Pan as at the date of this announcement. Such undertaking will cease to be binding in the same circumstances as the irrevocable undertakings received from certain institutional Pan Shareholders as outlined above.

Belphar has therefore received irrevocable undertakings over, in aggregate, 42,105,540 Pan Shares, representing approximately 39.60 per cent. of the issued ordinary share capital of Pan as at the date of this announcement.

Accordingly, when taken together with Pan Shares already owned by Belphar, Belphar either owns or controls or has received irrevocable undertakings over, in aggregate, 73,896,747 Pan Shares, representing approximately 69.50 per cent. of the issued ordinary share capital of Pan as at the date of this announcement.

No shareholder who has entered into an irrevocable undertaking with Belphar is acting in concert with Belphar.

Further details of these irrevocable undertakings received by Belphar to accept the Offer (including the circumstances in which the irrevocable undertakings will cease to remain binding) are set out in Appendix III to this announcement.

   4.    Background to and reasons for the recommendation of the Offer

The Company was admitted to trading on AIM in April 2006, and raised funds at that time principally for the development of oil export transhipment terminals in the Baltic port of Kaliningrad, Russia. As part of this strategy, the Company acquired, in aggregate, in June 2007 and December 2007, a 50 per cent. indirect equity interest in the holding company for the Rosbunker oil transhipment terminal, situated in the port of Baltysk in the Kaliningrad Oblast.

The Rosbunker acquisition was initially successful, but, in early 2011, a dispute arose between the Company and its local joint venture partner relating to the ownership and operation of the terminal. This dispute has been the subject of numerous legal proceedings in Russia over the last three years that have resulted in the Company incurring substantial legal and other costs of approximately GBP400,000, in addition to occupying a significant amount of executive management's time.

As stated in the Company's announcement of 25 February 2014, the Company's joint venture partner has offered the Company the opportunity to purchase its 50 per cent. stake in Rosbunker, and the Pan Directors have been carefully considering this opportunity. Whilst discussions have continued, the Company has not been able to agree final terms with its joint venture partner and until such time as a satisfactory resolution is determined and successfully implemented, the asset remains frozen under a legal order.

However, since the Company's announcement of 25 February 2014, the Pan Directors have continued to review the political and geographical risks associated with Rosbunker and have been seeking to mitigate such risks to the fullest extent possible. Cognisant of recent events in Ukraine and heightened tensions in Kaliningrad and the FSU as a whole, in the opinion of the Pan Directors, the balance of these risks has shifted to such an extent that the Pan Directors now believe that they may no longer be capable of adequate mitigation in a timescale compatible with the long-term interests of Pan Shareholders. Therefore, the Pan Directors expect to consider a write-down to the value of this investment in the Company's final results for the year ended 31 December 2013, to be announced by 30 June 2014.

The Company's other Kaliningrad asset is the Baltic Top Terminal ("Baltic Top"), the holding company of which was acquired in August 2006, which has continued to operate well, but, being based in Russia, is also exposed to significant country risk.

In recent years, the Company has expanded its operations outside Russia. It acquired Petroval Bunker International B.V. ("PBI"), a fuel oil storage business based in Rotterdam, the Netherlands, for US$10.8 million, in December 2010. It subsequently acquired Haahr Tank-Lager A/S ("Haahr Tank-Lager"), operator of a 160,000 cubic metres refined oils terminal (the "Dan-Balt Terminal") located at Aabenraa, Denmark, for US$9.9 million, in November 2011.

These acquisitions diversified the Company's risk profile and, due to the profits and cash flows from Rosbunker being inaccessible, have provided the majority of the group's revenue and free cash flow since completion of the respective acquisitions.

As set out in the Company's announcement of 25 February 2014, these assets continue to trade satisfactorily. The Dan-Balt Terminal has received significant investment over the last two years, including the utilisation of the proceeds from a GBP0.95 million (gross) placing of shares at a price of 13 pence per share in May 2012 for a fuel oil optimisation project, and is poised for further growth. However, as previously announced, the Company needs to actively manage the facility's product offering to enable the terminal to service a variety of clients.

The original acquisition of Haahr Tank-Lager was funded via the issuance of a US$11.0 million secured fixed rate loan note by the Company's wholly owned subsidiary, Dan-Balt Terminals Limited ("Dan-Balt"). This note was redeemed in its entirety, in November 2012, through a refinancing involving the issue of a secured convertible fixed rate loan note of GBP8.5 million principal amount, convertible at a price of 22 pence per share and repayable in November 2015 (the "2015 Convertible Loan Note").

On 15 October 2013, the Company convened a general meeting to seek the necessary authorities for the issue of 38,636,363 new Pan Shares which would arise upon conversion in full of the outstanding 2015 Convertible Loan Note. On 21 October 2013, Belphar announced that it was considering a possible all cash offer for the Company, at 22 pence per Pan Share and on 22 October 2013 announced that it had purchased 16,870,505 Pan Shares from Hurley Investment Holdings Limited to take its ownership position up to approximately 29.9 per cent. of Pan's issued share capital.

The Pan Directors, at that stage, believed that an offer at 22 pence undervalued the Company and could not be recommended to Pan's Shareholders. Following a period of negotiation, Belphar announced on 15 November 2013 that it had decided not to proceed with its Possible Offer, as no recommendation had been forthcoming. At the adjourned general meeting held on 18 November 2013, the proposed resolutions to grant the requisite share capital authorities to enable the 2015 Convertible Loan Note to be converted were not approved by Pan Shareholders, resulting in a premium payment of GBP550,000 being made to Belphar, as holder of the 2015 Convertible Loan Note, in accordance with the terms of the 2015 Convertible Loan Note instrument. Belphar currently has the right to appoint a director to the Pan Board under the terms of this instrument.

Since November 2013, the Pan Directors have been considering various routes to maximise shareholder value. These strategic options have focused on:

   i)     driving organic growth in the Company's existing terminals; 
   ii)     resolution of the Rosbunker dispute; and 
   iii)    further acquisitions in order to diversify both geographic and terminal specific risk.

The Company has invested heavily in both the Dan-Balt Terminal and Baltic Top in order to increase their respective operational capacities, and the Pan Directors believe that this will drive organic growth, albeit that such future growth will take time to be fully realised and will require the careful management of customer relationships. With respect to PBI, whilst the terminals are currently at full capacity and profitable, the Pan Directors are mindful of the need to consistently renew leases and customer contracts and therefore the risks and uncertainty associated with the terminals' future financial performance. Accordingly, the Pan Directors believe that all appropriate steps have been, and are being, taken to seek to maximise the returns from the group's existing asset base.

Please refer to "Current Trading" (section 7 below) for further information.

With respect to further potential acquisitions, the Pan Directors have considered the effect of the outstanding Convertible Loan Notes and their terms on the group's financial position, as well as its ability to raise further financing via either debt or from the UK stock market. The Pan Directors believe that the quantum of funds required to finance and implement a meaningful acquisition could not be secured on terms that would be suitably attractive and beneficial to Pan's Shareholders as a whole, when set against the potential of a certain cash exit from their investment at a level of 22 pence for each Pan Share under the Offer.

Furthermore, the Pan Directors have considered that Pan Shareholders (excluding the shareholdings of the Pan Directors and Pan's Company Secretary) representing, in aggregate, approximately 32.36 per cent. of Pan's current issued share capital have indicated their support for the Offer.

Accordingly, in light of the above, the Pan Directors, who have been so advised by finnCap and Westhouse Securities (together, the "Joint Financial Advisers"), consider the terms of the Offer to be fair and reasonable. In providing their advice, the Joint Financial Advisers have taken into account the commercial assessments of the Pan Directors.

The Pan Directors have therefore unanimously agreed to recommend that Pan Shareholders accept the Offer and Simon Escott, Pan's Chief Executive Officer and Interim Executive Chairman, the only Pan Director who currently holds Pan Shares has irrevocably undertaken to accept the Offer in respect of his entire beneficial holding of 4,926,500 Pan Shares (representing approximately 4.63 per cent.of the issued ordinary share capital of Pan as at the date of this announcement).

   5.    Information relating to Belphar and Mr Khofiz Shakhidi 
   6.1   Belphar

Belphar is a private limited liability company which was incorporated in the British Virgin Islands on 4 October 2013, under company number 1793423. It was established by Mr Khofiz Shakhidi specifically for the purposes of making the Offer.

Belphar is wholly owned and controlled by Mr Shakhidi and will be funded for the purposes of the Offer by Mr Shakhidi.

Belphar has no operations and has not traded since its date of incorporation. It has paid no dividends and has not entered into any obligations other than in connection with the Offer and the financing of the Offer. The sole director of Belphar is Mr Shakhidi. Belphar does not currently have any subsidiaries or subsidiary undertakings.

   6.2   Mr Khofiz Shakhidi

Mr Khofiz Shakhidi, aged 37, is a private equity investor, entrepreneur and corporate financier. Following his graduation from the University of Essex with a BSc degree in Economics, Mr Shakhidi held increasingly senior positions at a number of leading financial institutions, including Credit Agricole Indosuez, BSI AG, Generali Portfolio Management (UK) Limited and BSI Generali (UK) Limited. During this period he was involved in advising on the successful execution of numerous international corporate transactions across a broad range of industry sectors and was registered as an approved person by the Financial Services Authority, from December 2001 to May 2008, prior to relocating to Monaco.

Since 2008, Mr Shakhidi has focused primarily on principal investment activities, establishing a private investment portfolio encompassing a range of asset classes including, inter alia, private equity projects, OTC options and similar derivative instruments, financial securities and prime real estate principally in London, Moscow and the CIS. His direct investment activity embraces various industries including natural resources, energy, support services, logistics and freight forwarding and real estate. He typically participates in businesses as a strategic majority investor.

In addition to Belphar, Mr Shakhidi is a current and former director of a number of private UK and overseas companies including his current directorships of Progas Holdings (UK) Limited ("Progas") and Central & Eastern Europe Investments Limited ("Central & Eastern") and former directorship of Topsfield Finance Limited ("Topsfield"), some details on which are set out below. While Mr Shakhidi has a number of other directorships, these primarily relate to special purpose vehicles formed for the purposes of a specific investment or acquisition of real estate or other assets.

-- Progas is a UK holding company for a Mauritian based project development company which has historically promoted projects in the energy and infrastructure sectors in the USA and Middle East. More recently, prior to the project's disposal in 2011, Progas had principally focused its efforts on a joint venture project involving the development of a fully integrated liquefied petroleum gas (LPG) terminal used for the marketing, distribution and storage of LPG at Port Qasim, Karachi, Pakistan. Mr Shakhidi serves as a non-executive director of Progas.

-- Topsfield, in which Mr Shakhidi is the sole shareholder and a former non-executive director, is a British Virgin Islands incorporated logistics and freight forwarding business focused primarily on facilitating the transportation of commodities in the CIS.

-- Central & Eastern is a Hong Kong incorporated investment company focused on the pharmaceuticals sector in Russia and the CIS. Mr Shakhidi serves as a non-executive director of Central & Eastern.

In addition, a large part of Mr Shakhidi's day-to-day investment activity is focussed on international stock market trading through OTC and index options and other derivatives trading, with business primarily conducted via certain private, wholly owned, overseas investment vehicles and partnerships. Mr Shakhidi's vehicles write approximately 700 short term OTC options per annum over a number of commodities, currencies, indices and highly liquid securities listed on major global stock exchanges. Such trading positions usually carry a value of approximately GBP2 million to GBP10 million per position.

Mr Shakhidi is also a Senior Partner of BSI & Venture Partners SA, an investment and advisory company which actively develops the companies it invests in, providing them with finance, strategic advice, industrial skills and management expertise.

   6.    Information relating to the Pan Group

Pan (formerly known as Baltic Oil Terminals plc) was incorporated on 22 March 2006 and admitted to trading on AIM in April 2006. Pan operates hydrocarbon refined product storage and transhipment terminals (or leases terminals or tank capacity) in Aabenraa (Denmark), Kaliningrad City (Russia) and Baltysk Region (Russia). It also leases and operates tanks in Rotterdam (Holland).

For the financial year ended 31 December 2012, the Pan Group reported total revenue of GBP20.6 million (2011: GBP15.6 million) and a profit before taxation of GBP1.2 million (2011: GBP5.1 million). As at 31 December 2012, total assets were GBP47.6 million (2011: GBP44.0 million), with the Rosbunker asset being included at its estimated fair value of GBP22.5m, net assets were GBP35.7 million (2011: GBP34.3 million) and net debt was GBP7.4 million (2011: GBP5.4 million). In the half year ended 30 June 2013 the Pan Group generated total revenue of GBP7.4 million (2012: GBP12.1 million) and profit before tax of GBP0.6 million (2012: GBP3.1 million). Net debt as at 30 June 2013 was GBP7.4 million (2012: GBP5.5 million).

The total number of Pan Shares in issue as at 20 May 2014 (the latest practicable date prior to this announcement) was 106,325,110. The market capitalisation of Pan, based on the middle-market price of a Pan Share of 15 pence at the close of business on 20 May 2014 (the latest practicable date prior to this announcement), was approximately GBP15.95 million.

Current Trading:

The Company continues to trade in-line with the Pan Directors' expectations.

At Baltic Top, trading continues in-line with expectations and the recently announced increase in capacity is already being utilised. However, further to the trading update of 25 February 2014, the Company reports that the proposed installation of the 350 metre, 8 inch pipeline which will allow access to the waterside jetties has been delayed due to the present political situation in Kaliningrad. Due to this, the Company is cautious of when the project will be allowed to proceed.

The Company is currently re-negotiating its leases at PBI in the Netherlands, which it expects to conclude satisfactorily. It should be noted that, as previously advised, the cost of the new leases is likely negatively to impact margins from this facility.

Dan-Balt remains an ongoing long-term development project for the Company which will have an impact on cash generation for a number of years ahead. The Company continues actively to nurture its client base so as to allow the terminal to service a variety of clients and products.

Progress with Rosbunker and the ongoing legal situation with the Company's joint venture partner is as stated in section 5 above.

Further financial and other information on Pan will be set out in the Offer Document.

   7.    Pan's Directors, management, employees and locations

The Belphar Director believes that the Offer, if successfully completed, will provide a stable and well capitalised future for Pan. Belphar has not sought to create a new strategic plan for the Pan Group and instead intends to support Pan's management in continuing to develop and execute management's existing medium term strategy for the Pan Group.

Save for simplifying the UK corporate structure, Belphar currently has no intention to change Pan's principal business locations or to redeploy Pan's fixed asset base. Belphar has given assurances to the Pan Board that, on the Offer becoming or being declared wholly unconditional, the existing rights and terms and conditions of employment, including pension obligations, of the management and employees of Pan and its subsidiaries will be fully safeguarded.

There are no agreements or arrangements between Belphar and management or employees of Pan in relation to their on-going involvement in the business and the Offer is not conditional on reaching agreement with such persons. It has been agreed that the appointments of the two non-executive directors of Pan, Reginald Eccles and Francesco Gardin, will terminate with effect from the date the Offer becomes or is declared wholly unconditional, or, if later, on the date when admission of the Pan Shares to trading on AIM is cancelled. They will each receive remuneration in line with the termination provisions of their respective letters of appointment by way of compensation. In addition, it has been agreed that the Gee Consultancy Agreement pursuant to which the services of Peter Gee, a member of Pan's senior management team, are provided to the Pan Group will terminate with effect from the date the Offer becomes or is declared wholly unconditional. Trans Atlantic Energy Limited ("Trans Atlantic"), the company through which Mr Gee provides his consultancy services, will receive a termination payment under the terms of the Gee Settlement Agreement, further details of which will be set out in the Offer Document. Belphar does not currently have any plans to make any other material change to the terms and conditions of employment of the management and employees of the Pan Group.

Belphar has not entered into, and is not in discussions on proposals to enter into, any form of incentivisation arrangements with members of Pan's management who are interested in Pan Shares and has no current plans to do so.

   8.    Financing of the Offer

Belphar is an entity which is beneficially owned by Mr Shakhidi and he has undertaken to support Belphar with regard to the financing of the Offer.

Strand Hanson, financial adviser to Belphar, is satisfied that Belphar has the necessary financial resources available to satisfy full acceptance of the Offer. Full acceptance of the Offer, would require a maximum cash payment of approximately GBP16.4 million by Belphar which will be funded by way of a loan being made available to it by Mr Shakhidi in respect of the Offer.

   9.    Pan Share Option Schemes

There are currently no options outstanding under any incentivisation scheme run by the Pan Group or, save for the abovementioned Warrants and the CLNs, any other outstanding rights to acquire Pan Shares, and therefore no proposals regarding the effect of the Offer need to be made to participants in any such scheme or otherwise. The Gee Settlement Agreement will, upon the Offer becoming or being declared wholly unconditional, terminate Trans Atlantic's right to receive Pan Shares.

   10.   Cancellation of admission to trading on AIM, compulsory acquisition and re-registration

If the Offer becomes or is declared unconditional in all respects, and Belphar has, by virtue of its shareholding and/or acceptances of the Offer, acquired or agreed to acquire Pan Shares carrying at least 75 per cent. of the voting rights attaching to the ordinary share capital of Pan, Belphar intends to procure that Pan will make an application for the cancellation of admission of Pan Shares to trading on AIM.

Belphar also confirms that it is its current intention, if the Offer becomes or is declared unconditional with Belphar holding less than 75 per cent. of such voting rights, in the short to medium term, to procure that Pan seeks Pan Shareholders' consent to make an application for the cancellation of admission to trading of Pan Shares on AIM. It is anticipated that the cancellation of admission to trading of Pan Shares on AIM will take effect no earlier than 20 Business Days following the making of such announcement and notifying the London Stock Exchange of such cancellation date.

The cancellation of the admission to trading of Pan Shares on AIM would significantly reduce the liquidity and marketability of any Pan Shares in respect of which the Offer has not been accepted at that time.

If Belphar receives acceptances under the Offer in respect of, or otherwise acquires, 90 per cent. or more of the Pan Shares to which the Offer relates and 90 per cent. or more of the voting rights carried by the Pan Shares to which the Offer relates, Belphar will exercise its rights pursuant to the provisions of Part 28 of the Companies Act 2006 to acquire compulsorily the remaining Pan Shares in respect of which the Offer has not been accepted on the same terms as the Offer.

It is also intended that, following the Offer becoming or being declared unconditional in all respects and admission to trading on AIM of Pan Shares having been cancelled, Pan will be re-registered as a private company under the relevant provisions of the Companies Act 2006.

   11.   Offer Document

The Offer will be subject to the Conditions and certain further terms set out or referred to in Appendix I to this announcement, and subject to the further terms to be set out in full in the Offer Document together with, for Pan Shares held in certificated form, the Form of Acceptance, when issued.

It is expected that the Offer Document and the Form of Acceptance will be published as soon as practicable and, in any event, (save with the consent of the Panel) within 28 days of the date of this announcement. The Offer Document will be made available to all Pan Shareholders, other than to Overseas Pan Shareholders, at no charge to them on Belphar's website at www.belphar.com.

A copy of this announcement, together with the irrevocable undertakings referred to above, will be made available at www.belphar.com by no later than 12 noon on 22 May 2014 until the Offer closes.

The Offer Document will contain important information on the Offer and on how Pan Shareholders may accept it and, accordingly, all Pan Shareholders are urged to read the Offer Document and (in the case of Pan Shareholders holding Pan Shares in certificated form) the accompanying Form of Acceptance when published and/or received.

   12.   Overseas Pan Shareholders

Overseas Pan Shareholders should inform themselves about and observe any applicable legal or regulatory requirements. If they are in any doubt about their position, they should consult their own professional adviser in the relevant territory.

The availability of the Offer to persons not resident in, and not citizens of, the United Kingdom 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, or not citizens of, the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Overseas Pan Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

Further details in relation to Overseas Pan Shareholders will be contained in the Offer Document.

   13.   Opening Position Disclosure

Belphar confirms that it is making on the date of this announcement an Opening Position Disclosure, setting out the details required to be disclosed by it under Rule 8.1(a) of the Code.

   15.   General

This announcement does not constitute an offer or an invitation to purchase or sell any securities.

The Conditions and certain further terms of the Offer are set out in Appendix I to this announcement. Appendix II contains the sources of information and bases of calculations used in this announcement. Appendix III contains details of the irrevocable undertakings received by Belphar. Certain definitions apply throughout this announcement and your attention is drawn to Appendix IV at the end of this announcement where these definitions are set out in full.

   16.   Documents on display

Copies of the following documents will be made available, subject to certain restrictions relating to persons resident in any Restricted Jurisdiction, on Pan's and Belphar's websites at www.peterminals.com and www.belphar.com respectively by no later than 12 noon (London time) on 22 May 2014 until the end of the Offer:

-- the irrevocable undertakings referred to in section 4 above and summarised in Appendix III to this announcement.

Enquiries:

 
 
   Belphar Ltd                                  Tel: +44 (0) 20 3131 
   Khofiz Shakhidi                              0046 
 Strand Hanson Limited - Financial Adviser    Tel: +44 (0) 20 7409 
  to Belphar                                   3494 
  Stuart Faulkner 
  Matthew Chandler 
  James Dance 
 Bell Pottinger - Financial PR to Belphar     Tel: +44 (0) 20 7861 
  Mark Antelme                                 3232 
  Henry Lerwill 
 Pan European Terminals plc                   Tel: +44 (0) 20 3145 
  Simon Escott, Chief Executive Officer and    1908 
  Interim Executive Chairman                   Mob: +44 (0)7920 
                                               095 800 
 finnCap Ltd - Joint Financial Adviser to     Tel: +44 (0) 20 7220 
  Pan                                          0500 
  Stuart Andrews 
  Christopher Raggett 
 Westhouse Securities Ltd - Joint Financial   Tel: +44 (0) 20 7601 
  Adviser, Nominated Adviser and Broker to     6100 
  Pan 
  Richard Johnson 
  Antonio Bossi 
 Leander - Financial PR to Pan                Tel: +44 (0)7795 
  Christian Taylor-Wilkinson                   168 157

Westhouse Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as joint financial adviser to Pan and no-one else in connection with the Offer and other matters described in this announcement, and will not be responsible to anyone other than Pan for providing the protections afforded to clients of Westhouse Securities Limited or for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to herein.

Cautionary Note Regarding Forward Looking Statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Offer, and other information published by Belphar and Pan may contain certain statements that are or may be deemed to be forward looking with respect to the financial condition, results of operation(s) and business of Pan and certain plans and objectives of the Pan Board and the Belphar Director with respect thereto. These forward looking statements can be identified by the fact that they are prospective in nature and do not relate to historical or current facts. Forward looking statements often, but not always, use words such as "anticipate", "target", "expect", "estimate", "budget", "scheduled", "forecasts", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words of a similar meaning. These estimates are based on assumptions and assessments made by the Pan Board and/or the Belphar Director in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and service of this announcement shall not give rise to any implication that there has been no change in the facts set forth in this announcement since such date. 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 and the factors described in the context of such forward looking statements in this announcement could cause actual results or developments to differ materially from those expressed or implied by such forward looking statements. Although Pan and Belphar believe that the expectations reflected in such forward looking statements are reasonable, neither Belphar nor Pan, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in this announcement will actually occur. Other than in accordance with their legal or regulatory obligations (including under the AIM Rules and the Disclosure and Transparency Rules of the FCA), neither Belphar nor Pan is under any obligation, and Belphar and Pan expressly disclaim any intention or obligation, to update or revise any forward looking statements, whether as a result of new information, future events or otherwise. Pan and Belphar therefore caution you not to place undue reliance on these forward looking statements which speak only as at the date of this announcement.

Disclosure Requirements of the Code

or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

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 consult 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.

Information Relating to Pan Shareholders

Rule 2.10 Disclosure

-- GBP8,500,000 10% Secured Convertible Fixed Rate Loan Notes of GBP1 each, repayable on 19 November 2015 and convertible into a maximum of 38,636,363 Pan Shares at 22 pence per share; and

-- GBP350,000 10% Guaranteed Convertible Fixed Rate Loan Notes, repayable on 26 April 2016 and convertible into a maximum of 1,590,909 Pan Shares at 22 pence per share,

in each case, subject to Pan obtaining such authorities and approvals from shareholders as are required for its Directors to authorise the issue of such Pan Shares on conversion free of statutory pre-emption rights.

Publication on website

APPENDIX I

Conditions and Certain Further Terms of the Offer

Conditions of the Offer

The Offer will be subject to the following Conditions:

(a) valid acceptances being received (and not, where permitted, withdrawn) by not later than 1.00 p.m. on the first closing date of the Offer (or such later time(s) and/or date(s) as Belphar may, with the consent of the Panel or in accordance with the Code, decide) in respect of not less than 90 per cent. (or such lower percentage as Belphar may decide) (1) in nominal value of Pan Shares to which the Offer relates, and (2) of the voting rights attached to those shares, provided that this condition shall not be satisfied unless Belphar and/or any of its wholly-owned subsidiaries shall have acquired or agreed to acquire, whether pursuant to the Offer or otherwise, Pan Shares carrying in aggregate more than 50 per cent. of the voting rights then normally exercisable at general meetings of Pan. For the purposes of this condition:

(i) shares which have been unconditionally allotted but not issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise, shall be deemed to carry the voting rights they will carry on being entered into the register of members of Pan; and

(ii) the expression "Pan Shares to which the Offer relates" shall be construed in accordance with Part 28 of the Companies Act 2006;

(b) no government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body, court, trade agency, professional association, institution, employee representative body, or any other body or person whatsoever in any jurisdiction (each a "Third Party" and all collectively "Third Parties") having decided or given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or having required any action to be taken, or otherwise having done anything, or having enacted, made or proposed and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to:

(i) make the Offer or its implementation or the acquisition or proposed acquisition of control of Pan, by Belphar, void, illegal and/or unenforceable under the laws of any jurisdiction, or otherwise, directly or indirectly, restrain, restrict, prohibit, challenge, delay, hinder or otherwise interfere with the same in each case to an extent which is material in the context of the Wider Pan Group, or impose material additional conditions or obligations with respect thereto, or otherwise materially challenge or require material amendment to the terms of the Offer;

(ii) require, prevent or materially delay the divestiture, or alter the terms envisaged for any proposed divestiture, by Belphar or by any member of the Wider Pan Group of all or any portion of their respective businesses, assets or properties or impose any limitation on the ability of any of them to conduct their respective businesses (or any part of them) or to own or manage their respective assets or properties or any part of them to an extent in any such case which is material in the context of Belphar or the Wider Pan Group, as the case may be, taken as a whole;

(iii) impose any material limitation on, or result in a material delay in, the ability of Belphar, directly or indirectly, to acquire or to hold or to exercise effectively all or any rights of ownership in respect of shares, loans or other securities (or the equivalent) in any member of the Wider Pan Group or to exercise management control over any such member to an extent which is material in the context of Belphar or the Wider Pan Group, as the case may be, taken as a whole;

(iv) save as pursuant to Chapter 3 of Part 28 of the Companies Act 2006 and to an extent which is material, require Belphar or any member of the Wider Pan Group to acquire, or offer to acquire, any shares or other securities (or the equivalent) owned by any third party in, or any asset owned by, any member of the Wider Pan Group;

(v) result in a material delay in the ability of Belphar, or render it unable to a material extent, to acquire some or all of the Pan Shares or require a divestiture by Belphar of any shares or other securities (or the equivalent) in Pan;

(vi) materially limit the ability of any member of the Wider Pan Group to co-ordinate or integrate its business, or any part of it, with the business or any part of the business of Belphar or any other member of the Wider Pan Group;

(vii) result in any material member of the Wider Pan Group or Belphar ceasing to be able to carry on business under any name which it presently does so; or

(viii) otherwise adversely affect the businesses, assets, liabilities, profits or prospects of Belphar or any member of the Wider Pan Group (including any action which would or might adversely affect or prejudice any of the licences, authorisations, exemptions or consents of Belphar or any member of the Wider Pan Group), in a manner which is material in the context of Belphar or the Wider Pan Group taken as a whole,

and all applicable waiting and other time periods during which any such Third Party could decide to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference under the laws of any relevant jurisdiction or enact any such statute, regulation, order or decision or take any steps having expired, lapsed or been terminated;

(c) all authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, certificates, exemptions, permissions and approvals ("Authorisations") in any jurisdiction reasonably deemed necessary or appropriate by Belphar for or in respect of the Offer or the proposed acquisition of all or any Pan Shares or other securities in, or control of, Pan by Belphar having been obtained on terms and in a form reasonably satisfactory to Belphar from all appropriate Third Parties or persons with whom any member of the Wider Pan Group has entered into contractual arrangements where the absence of such Authorisations would have a materially adverse effect on Belphar or the Wider Pan Group taken as a whole, as the case may be, and all such Authorisations, together with all Authorisations necessary or appropriate to carry on the business of any member of the Wider Pan Group where such business is material in the context of the Wider Pan Group taken as a whole remaining in full force and effect at the time at which the Offer has been declared or has become unconditional in all respects and there being no indication of any intention to revoke, withdraw, suspend, restrict, withhold or modify or not to grant or review any of the same where such revocation, withdrawal, suspension, restriction, withholding, modification or failure to grant or review would be material in the context of the Wider Pan Group or Belphar, as the case may be, and all necessary statutory and regulatory obligations in any jurisdiction having been complied with by the Wider Pan Group;

(d) all necessary or appropriate filings or applications having been made by the Wider Pan Group in connection with the Offer, and all necessary or appropriate waiting periods (including extensions thereof) in respect of the Offer or its implementation under any applicable legislation or regulations in any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory or regulatory obligations in any jurisdiction having been complied with in connection with the Offer or the acquisition by Belphar of any shares or other securities in, or control of, Pan;

(e) except as publicly announced to a Regulatory Information Service by or on behalf of Pan prior to the date of this announcement there being no provision of any agreement, authorisation, arrangement, lease, licence, permit or other instrument to which any member of the Wider Pan Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, which in consequence of the Offer or the proposed acquisition by Belphar of any shares or other securities (or the equivalent) in Pan or because of a change in the control or management of Pan or any member of the Wider Pan Group, which would or is reasonably likely to result in, to an extent which would or might reasonably be expected to be material in the context of the Wider Pan Group taken as a whole:

(i) any monies borrowed by or any other indebtedness (actual or contingent) of, or grant available to, any member of the Wider Pan Group, being or becoming repayable or being capable of being declared repayable immediately or prior to their or its stated maturity date or repayment date or the ability of any such member to borrow monies or incur any indebtedness being withdrawn, prohibited or inhibited or becoming capable of being withdrawn, prohibited or inhibited;

(ii) any such agreement, authorisation, arrangement, licence, permit or other instrument or the rights, liabilities, obligations or interests of any member of the Wider Pan Group thereunder being terminated or adversely modified or affected or any obligation or liability arising or any adverse action being taken or arising thereunder;

(iii) any assets or interests of any member of the Wider Pan Group being or falling to be disposed of or charged or ceasing to be available to any such member or any right arising under which any such asset or interest could be required to be disposed of or charged otherwise than in the ordinary course of business;

(iv) the creation or enforcement of any mortgage, charge or other security interest over the whole or any material part of the business, property or assets of any member of the Wider Pan Group, or any such mortgage, charge or other security interest (whenever arising or having arisen) becoming enforceable or being enforced;

(v) the rights, liabilities, obligations or interests of any member of the Wider Pan Group in, or the business of any such member with, any person, company, firm or body (or any agreements relating to any such interest or business) being terminated, or adversely modified or affected;

(vi) the value of any member of the Wider Pan Group or its financial or trading position or profits or prospects being prejudiced or adversely affected;

(vii) any member of the Wider Pan Group ceasing to be able to carry on business under any name under which it presently does so; or

(viii) the creation or assumption of any liability, actual or contingent, by any member of the Wider Pan Group,

and no event having occurred, under any provision of any agreement, authorisation, arrangement, lease, licence, permit or other instrument to which any member of the Wider Pan Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, which would or would be reasonably likely to result in any of the events referred to in sub-paragraph (i) to (viii) of this condition;

   (f)       except as Disclosed, no member of the Wider Pan Group having since 31 December 2012:

(i) save as between Pan and wholly-owned subsidiaries of Pan, issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose the issue of additional shares of any class or securities convertible into shares of any class or rights, warrants or options to subscribe for, or acquire, any such shares or convertible securities;

   (ii)        sold or transferred or agreed to sell or transfer any Pan Shares held in treasury;

(iii) recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus issue, dividend or other distribution (whether payable in cash or otherwise) other than dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made by any wholly-owned subsidiary of Pan to Pan or any of its wholly-owned subsidiaries;

(iv) other than pursuant to the Offer (and save for transactions between Pan and its wholly-owned subsidiaries or other than in the ordinary course of business) implemented, effected, authorised or proposed or announced its intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation, scheme, commitment or acquisition or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings in any such case;

(v) (save for transactions between Pan and its wholly-owned subsidiaries or other than in the ordinary course of business) disposed of, or transferred, mortgaged or created any security interest over any asset or any right, title or interest in any asset or authorised, proposed or announced any intention to do so;

(vi) (save as between Pan and its wholly-owned subsidiaries) made or authorised or proposed or announced an intention to propose any change in its loan capital;

(vii) (save as between transactions between Pan and its wholly-owned subsidiaries) issued, authorised, proposed or announced an intention to authorise or propose, the issue of or made any change in or to the terms of any debentures or incurred or increased any indebtedness other than in the ordinary course of business;

(viii) (save for transactions between members of the Pan Group) purchased, redeemed or repaid, or announced any proposal to purchase, redeem or repay, any of its own shares or other securities or reduced or made any other change to or proposed the reduction or other change to any part of its share capital;

(ix) entered into, implemented, effected, varied, authorised, proposed or announced its intention to enter into, any reconstruction, amalgamation, scheme, commitment or other transaction or arrangement otherwise than in the ordinary course of business;

(x) entered into or varied or terminated or authorised, proposed or announced its intention to enter into or vary any contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or which is or is reasonably likely to be restrictive on the business of the Wider Pan Group or which involves or is reasonably likely to involve an obligation of such a nature or magnitude or which is other than in the ordinary course of business, in each case which is, or is reasonably likely to be material in the context of the Wider Pan Group;

(xi) entered into or varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary the terms of, any contract, service agreement or arrangement with any director or senior executive of any member of the Wider Pan Group;

(xii) proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any person employed in the Wider Pan Group;

(xiii) save in relation to changes made or agreed as a result of, or arising from, changes to legislation, made or agreed or consented to any significant change to:

(A) the terms of the trust deeds and rules constituting the pension scheme(s) established for its directors, employees or their dependants;

(B) the contributions payable to any such scheme(s) or to the benefits which accrue, or to the pensions which are payable thereunder;

(C) the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined;

(D) the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued or made;

(xiv) agreed or consented to, any change to the trustees of any pension scheme, including the appointment of a trust corporation, to an extent in any such case which is material in the context of the Wider Pan Group taken as a whole;

(xv) been unable, or admitted in writing that it is unable, to pay its debts as they fall due or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease to carry on all or a substantial part of its business which is material in the context of the Wider Pan Group taken as a whole;

(xvi) (other than in respect of a member of the Wider Pan Group which is dormant and was solvent at the relevant time) taken or proposed any corporate action, or had any legal proceedings threatened or instituted against it for its winding-up (voluntarily or otherwise), dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, trustee or similar officer of all or any material part of its assets or revenues or any analogous or equivalent steps or proceedings in any relevant jurisdiction having been taken or had any such person appointed;

(xvii) entered into any contract, transaction or arrangement which would be restrictive on the business of any member of the Wider Pan Group or Belphar and which is material in the context of the Wider Pan Group taken as a whole other than to a nature and extent which is normal in the context of the business concerned;

(xviii) waived or compromised or settled any claim otherwise than in the ordinary course of business which is material in the context of the Wider Pan Group;

(xix) made any alteration to its memorandum or articles of association or other constitutional documents which is material in the context of the Offer;

   (g)      except as Disclosed since 31 December 2012:

(i) no adverse change or deterioration has occurred in the business, assets, financial or trading position or profits or prospects or operational performance of any member of the Wider Pan Group which is material in the context of the Offer or the Wider Pan Group taken as a whole;

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings or investigations having been threatened in writing, announced, instituted or remaining outstanding by, against or in respect of any member of the Wider Pan Group or to which any member of the Wider Pan Group is or may become a party (whether as a claimant, defendant or otherwise) and no enquiry or investigation by any Third Party against or in respect of any member of the Wider Pan Group having been commenced, announced or threatened in writing by or against or remaining outstanding in respect of any member of the Wider Pan Group in each case which might reasonably be expected to have a material adverse effect on the Wider Pan Group taken as a whole;

(iii) no contingent or other liability having arisen or become apparent to Belphar which would or might reasonably be expected to materially and adversely affect the Wider Pan Group taken as a whole;

(iv) no steps having been taken and no omissions having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Pan Group, which is necessary for the proper carrying on of its business in the form carried on as at the date of this announcement and the withdrawal, cancellation, termination or modification of which is reasonably likely to materially and adversely affect the Wider Pan Group taken as a whole;

   (h)      except as Disclosed, Belphar not having discovered:

(i) that any financial, business or other information concerning the Wider Pan Group publicly announced, is misleading, contains a misrepresentation of any fact or omits to state a fact necessary to make that information not misleading to a material extent in the context of the Wider Pan Group taken as a whole;

(ii) that any present member of the Wider Pan Group or any partnership, company or other entity in which any member of the Wider Pan Group has a significant economic interest and which is not a subsidiary undertaking of Pan, is subject to any liability, contingent or otherwise, which is not disclosed in the annual report and financial statements for Pan for the year ending 31 December 2012 and which is material in the context of the Wider Pan Group taken as a whole; and

(iii) any information which affects the import of any information disclosed at any time by or on behalf of any member of the Wider Pan Group and which is material in the context of the Wider Pan Group taken as a whole;

   (i)       Belphar not having discovered, except as Disclosed, that:

(i) any past or present member of the Wider Pan Group has not complied with all applicable legislation, regulations or other requirements of any jurisdiction with regard to the use, treatment, storage, disposal, discharge, spillage, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health, or otherwise relating to environmental matters or that there has otherwise been a material emission, discharge, disposal, spillage or leak of waste or hazardous substance or any substance likely to impair the environment or harm human health (whether or not the same constituted a non-compliance by any person with any such legislation or regulations, and wherever the same may have taken place) which would, in any case, be reasonably likely to give rise to any liability (whether actual or contingent) on the part of any member of the Wider Pan Group and which is material in the context of the Wider Pan Group taken as a whole;

(ii) there is or is reasonably likely to be any liability (whether actual or contingent) on the part of any past or present member of the Wider Pan Group to make good, repair, reinstate or clean up any property of any description or other asset now or previously owned, occupied or made use of by any past or present member of the Wider Pan Group, under any environmental legislation, regulation, notice, circular or order of any Third Party which is material in the context of the Wider Pan Group taken as a whole; or

(iii) circumstances exist (whether as a result of the Offer or otherwise) which would be reasonably likely to lead to any Third Party instituting (or whereby any member of the Wider Pan Group would be reasonably likely to be required to institute) an environmental audit or take any steps which would in any such case be reasonably likely to result in any actual or contingent liability on a member of the Wider Pan Group to improve or install new plant or equipment or to make good, repair, reinstate or clean up any property of any description or other asset now or previously owned, occupied or made use of by any member of the Wider Pan Group, which is material in the context of the Wider Pan Group taken as a whole.

For the purposes of these Conditions, "Disclosed" meansinformation disclosed (i) in the annual report and financial statements of Pan for the year ended 31 December 2012, (ii) the interim results of Pan for the six month period ending 30 June 2013, (iii) as publicly announced by Pan to a Regulatory Information Service prior to the date of this announcement since 31 December 2012, or (iv) as otherwise fairly disclosed by or on behalf of Pan to Belphar (or its advisers) prior to the date of this announcement.

Certain further terms of the Offer

The Offer will be subject to certain further terms, including:

(a) Pan Shares which will be acquired under the Offer will be acquired by Belphar fully paid with full title guarantee and free from all liens, charges, encumbrances, equitable interests, pre-emption rights and other third party interests and rights of any nature whatsoever and together with all rights now or hereafter attaching to them, including, without limitation, the right to receive and retain all dividends and other distributions (if any) declared, paid or made after the date of this announcement;

(b) if the Offer lapses it will cease to be capable of further acceptance. Pan Shareholders who have accepted the Offer and Belphar shall then cease to be bound by acceptances delivered on or before the date on which the Offer lapses;

(c) the Offer will lapse if there is a Phase 2 CMA reference, or the European Commission either initiates proceedings under Article 6(1)(c) of the Regulation or makes a referral to a competent authority of the United Kingdom under Article 9(1) of the Regulation and there is then a Phase 2 CMA reference before 1.00 p.m. on the first closing date or the date on which the Offer becomes unconditional as to acceptances, whichever is later;

(d) 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;

(e) this Offer is being governed by English law and is subject to the Conditions and certain further terms set out or referred to in this Appendix I and is also subject to the further terms to be set out in full in the Offer Document together with, for Pan Shares held in certificated form (that is, not in CREST), the Form of Acceptance and such further terms as may be required to comply with the Code and other applicable law. The Offer will comply with the applicable rules and regulations of the Financial Conduct Authority, the London Stock Exchange and the Code; and

(f) unless otherwise determined by Belphar and permitted by applicable law and regulation, the Offer is not being made, directly or indirectly, in or into a Restricted Jurisdiction, 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 facilities of a national securities exchange of, any Restricted Jurisdiction and the Offer is not capable of acceptance by any such use, means, instrumentality or facility or from within, any Restricted Jurisdiction.

Appendix II

SOURCES OF INFORMATION AND BASES OF CALCULATIONS

In this announcement, unless otherwise stated, or the context otherwise requires, the following bases and sources have been used:

(a) financial information relating to the Pan Group has been extracted or derived (without material adjustment) from the audited consolidated annual report and financial statements of Pan for the financial year ended 31 December 2012 and the unaudited consolidated interim financial statements for the six month period ended 30 June 2013. Other information relating to Pan has been extracted or derived from the Company's Regulatory News Service (RNS) announcements and website (www.peterminals.com);

   (b)      information relating to Belphar has been provided by the Belphar Director;

(c) the value attributed to Pan's existing issued share capital is based on the Offer Price and the number of Pan Shares currently in issue referred to in paragraph (f) below;

(d) the percentage holdings in the issued or diluted share capital of Pan are calculated on the basis of the number of shares held by a shareholder and the number of Pan Shares currently in issue referred to in paragraph (f) below and, if dilutive shares are applicable, the additional potentially dilutive shares, referred to in paragraph (g) below as appropriate;

(e) the average daily traded value for any period is calculated by reference to FactSet Research Systems Inc., ("FactSet") daily VWAP and volume data for the period concerned;

(f) as at the date of this announcement, there are 106,325,110 Pan Shares in issue. The ISIN reference for Pan Shares is GB00B12V3082;

(g) Pan has in issue instruments which if exercised or converted would give rise to a total of 40,635,435 additional dilutive shares. The CLNs would potentially convert into 40,227,272 potentially dilutive shares, which would result from the conversion of the 8,500,000 and the 350,000 GBP1 CLNs, currently held by Belphar, at their 22 pence conversion price. In addition, Belphar owns 408,163 Warrants which, if exercised, would result in the issue of 408,163 Pan Shares;

(h) all share prices for Pan Shares are closing middle market quotations derived from the AIM appendix of the Daily Official List for the particular dates concerned;

(i) the maximum cash consideration payable under the Offer is based on the Offer Price and calculated on the basis of the number of Pan Shares which are currently subject to the Offer and not already owned by Belphar, being 74,533,903 Pan Shares; and

(j) the premium calculations are based on the Offer Price of 22 pence per Pan Share and have been calculated with reference to:

a. The closing middle market price of 15.00 pence per Pan Share on 20 May 2014, the last Business Day prior to the date of this announcement; and

b. The VWAP per Pan Share of 16.02 pence over the three month period up to and including 20 May 2014, derived from FactSet daily VWAP and volume data.

APPENDIX III

DETAILS OF IRREVOCABLE UNDERTAKINGS

Part A: Pan Directors, Company Secretary and their connected persons

The following Pan Director and Company Secretary of Pan have given irrevocable undertakings to accept or procure acceptance of the Offer in respect of their beneficial holdings of issued Pan Shares:

 
 Name                  Number of Pan Shares   Percentage of issued 
                                               share capital 
 Simon Leigh Escott    4,926,500              4.63% 
 James Mark Colin 
  Gilchrist            2,775,000              2.61%

Mr Escott's irrevocable undertaking will remain binding in the event that a third party makes a competing offer and will only cease to be binding in the event that the Offer Document is not published within five Business Days of the date of this announcement or if the Offer lapses or is otherwise withdrawn.

Mr Gilchrist's irrevocable undertaking will remain binding in the event of a competing offer being made unless the value of such competing offer is 25 pence or more (where such competing offer has been announced as a firm intention to make an offer in accordance with Rule 2.7 of the Code) or if the Offer Document is not published within 28 days of the date of this announcement or the Offer lapses or is otherwise withdrawn.

Part B: Institutional Pan Shareholders

The following institutional Pan Shareholders have given irrevocable undertakings to accept or procure acceptance of the Offer in respect of their beneficial holdings of Pan Shares:

 
 Name of Pan Shareholder       Number of Pan Shares   Percentage of issued 
                                                       share capital 
 Utilico Emerging Markets 
  Limited                      17,030,464             16.02% 
 Hawkwood Capital LLP          7,200,546              6.77% 
 WorldOver Capital LLP         5,140,167              4.83% 
 Hurley Investment Holdings 
  Limited*                     5,032,863              4.73%

* - as nominee for K&S Baltic Offshore (Cyprus) Limited.

These undertakings will remain binding in the event of a competing offer being made unless the value of such competing offer is 25 pence or more (where such competing offer has been announced as a firm intention to make an offer in accordance with Rule 2.7 of the Code) or if the Offer Document is not published within 28 days of the date of this announcement or the Offer lapses or is otherwise withdrawn.

APPENDIX IV

DEFINITIONS

The following definitions apply throughout this announcement, unless the context requires otherwise:

 
 "AIM"                             the AIM Market of the London Stock Exchange; 
 "AIM Rules"                       the AIM Rules for Companies as published 
                                    by the London Stock exchange (as amended 
                                    from time to time); 
 "Belphar"                         Belphar Ltd, a British Virgin Islands incorporated 
                                    limited liability company with registered 
                                    number 1793423 whose registered office 
                                    is 333 Waterfront Drive, P.O. Box 3175, 
                                    Road Town, Tortola, British Virgin Islands; 
 "Belphar Director"                Mr Khofiz Shakhidi, the sole director of 
                                    Belphar; 
 "Belphar Group"                   Belphar and any subsidiary, subsidiary 
                                    undertakings or associated undertakings 
                                    or any joint venture, partnership, firm 
                                    or company in which any of them (aggregating 
                                    their interests) have an interest of more 
                                    than 20 per cent. of the voting or equity 
                                    capital (or the equivalent); 
 "Business Day"                    any day not being a Saturday, Sunday or 
                                    public holiday, on which banks are normally 
                                    open for business in the City of London; 
 "certificated" or "in             a share or other security which is not 
  certificated form"                in uncertificated form (that is, not in 
                                    CREST); 
 "CIS"                             the Commonwealth of Independent States, 
                                    a regional organisation whose participating 
                                    countries are former Soviet Republics, 
                                    formed during the breakup of the Soviet 
                                    Union; 
 "Closing Price"                   the middle-market quotation of a Pan Share 
                                    at the close of business on the day to 
                                    which such price relates, as derived from 
                                    the AIM appendix to the Daily Official 
                                    List; 
 "Code"                            the City Code on Takeovers and Mergers 
                                    issued by the Panel, and references to 
                                    a "Rule" shall be to the rules of the Code; 
 "Companies Act 2006"              the UK Companies Act 2006 (as amended from 
                                    time to time); 
 "Conditions"                      the conditions of the Offer as set out 
                                    or referred to in Appendix I to this announcement; 
 "Convertible Loan Notes"          the GBP8,500,000 10% Secured Convertible 
  or "CLNs"                         Fixed Rate Loan Notes of GBP1 each, repayable 
                                    on 19 November 2015 and convertible into 
                                    a maximum of 38,636,363 Pan Shares at 22 
                                    pence per Share (the "2015 Convertible 
                                    Loan Notes") and the GBP350,000 10% Guaranteed 
                                    Convertible Fixed Rate Loan Notes, repayable 
                                    on 26 April 2016 and convertible into a 
                                    maximum of 1,590,909 Pan Shares at 22 pence 
                                    per Share (the "2016 Convertible Loan Notes"), 
                                    in each case, subject to Pan obtaining 
                                    such authorities and approvals from its 
                                    shareholders as are required for the Pan 
                                    Directors to authorise the issue of such 
                                    Shares on conversion free of statutory 
                                    pre-emption rights, as acquired by Belphar 
                                    pursuant to certain sale and purchase agreements, 
                                    summaries of which will be set out in the 
                                    Offer Document; 
 "CREST"                           the relevant system (as defined in the 
                                    Regulations) in respect of which Euroclear 
                                    is the Operator (as defined in the Regulations); 
 "Daily Official List"             the Daily Official List published by the 
                                    London Stock Exchange; 
 "Dan-Balt"                        Dan-Balt Terminals Limited, a 100% subsidiary 
                                    of Pan; 
 "Dealing Disclosure"              has the same meaning as in Rule 8 of the 
                                    Code; 
 "Euroclear"                       Euroclear UK & Ireland Limited; 
 "Financial Conduct Authority"     the Financial Conduct Authority (formerly 
  or "FCA"                          the Financial Services Authority) in its 
                                    capacity as the competent authority for 
                                    the purposes of Part VI of FSMA, including 
                                    its successor(s) from time to time; 
 "finnCap"                         finnCap Ltd, the joint financial adviser 
                                    to Pan; 
 "Form of Acceptance"              the form of acceptance and authority relating 
                                    to the Offer which (in the case of Pan 
                                    Shareholders who hold their Pan Shares 
                                    in certificated form) will accompany the 
                                    Offer Document; 
 "FSMA"                            the Financial Services and Markets Act 
                                    2000 (as amended from time to time); 
 "FSU"                             the Former Soviet Union; 
 "Gee Consultancy Agreement"       the consultancy agreement dated 21 January 
                                    2008 between Pan and Trans Atlantic, providing 
                                    for the services of Peter Gee; 
 "Gee Settlement Agreement"        the settlement agreement dated 20 May 2014 
                                    between Pan, Trans Atlantic and Peter Gee; 
 "London Stock Exchange"           London Stock Exchange plc, a public company 
                                    incorporated in England and Wales under 
                                    number 2075721, together with any successors 
                                    thereto; 
 "Offer"                           the recommended all cash offer being made 
                                    by Belphar at the Offer Price to acquire 
                                    the entire issued and to be issued share 
                                    capital of the Company not already owned 
                                    by Belphar on the terms and subject to 
                                    the Conditions which will be set out in 
                                    the Offer Document and (where applicable) 
                                    the Form of Acceptance and including, where 
                                    the context so requires, any subsequent 
                                    revision, variation, extension or renewal 
                                    of, or election available under, such offer; 
 "Offer Document"                  the formal document setting out the full 
                                    terms and conditions of the Offer to be 
                                    posted to Pan Shareholders (other than 
                                    certain Overseas Pan Shareholders) shortly; 
 "Offer Period"                    the period beginning on and including 21 
                                    May 2014 and ending in accordance with 
                                    the rules of the Code; 
 "Offer Price"                     22 pence in cash per Pan Share; 
 "Opening Position Disclosure"     has the same meaning as in Rule 8 of the 
                                    Code; 
 "OTC"                             over-the-counter or off-exchange trading 
                                    conducted directly between two parties 
                                    without any supervision of an exchange; 
 "Overseas Pan Shareholders"       Pan Shareholders who are resident in, or 
                                    nationals or citizens of, jurisdictions 
                                    outside the UK or who are nominees of, 
                                    or custodians, or trustees for, Pan Shareholders 
                                    who are citizens, residents or nationals 
                                    of countries other than the UK; 
 
 "Pan" or the "Company"            Pan, a company incorporated in England 
                                    and Wales with registered number 5752493, 
                                    and whose registered office is 1-6 Yarmouth 
                                    Place, London W1J 7BU, United Kingdom; 
 "Pan Directors" or "Pan           the board of directors of Pan; 
  Board" 
 "Pan Group"                       Pan and its subsidiary undertakings from 
                                    time to time; 
 "Pan Shareholders"                registered holders of Pan Shares from time 
                                    to time; 
 "Pan Shares"                      the existing unconditionally allotted or 
                                    issued and fully paid (or credited as fully 
                                    paid) ordinary shares of 1 penny each in 
                                    the capital of Pan (other than any shares 
                                    which are Treasury Shares) and any further 
                                    such shares which are unconditionally allotted 
                                    or issued fully paid (or credited as fully 
                                    paid), in each case prior to the time at 
                                    which the Offer ceases to be open for acceptance 
                                    (or, subject to the provisions of the Code, 
                                    such earlier time and/or date, as Belphar 
                                    may, with the Panel's consent or in accordance 
                                    with the Code, decide) not being earlier 
                                    than the date on which the Offer becomes 
                                    or is declared unconditional as to acceptances; 
 "Panel"                           the Panel on Takeovers and Mergers; 
 "Phase 2 CMA reference"           a reference of an offer to the chair of 
                                    the Competition and Markets Authority for 
                                    the constitution of a group under Schedule 
                                    4 of the Enterprise and Regulatory Reform 
                                    Act 2013; 
 "Regulations"                     the Uncertificated Securities Regulations 
                                    2001 (SI 2001 No. 3755) (as amended from 
                                    time to time); 
 "Regulatory Information           any information service authorised from 
  Service"                          time to time by the FCA for the purpose 
                                    of disseminating regulatory announcements; 
 "Restricted Jurisdiction"         any jurisdiction where local laws or regulations 
                                    may result in a significant risk of civil, 
                                    regulatory or criminal exposure for Belphar 
                                    or Pan if information or documentation 
                                    concerning the Offer is sent or made available 
                                    to Pan Shareholders in that jurisdiction; 
 "Strand Hanson"                   Strand Hanson Limited, the financial adviser 
                                    to Belphar; 
 "subsidiary", "subsidiary         have the meanings given thereto by sections 
  undertaking" and "undertaking"    1159, 1161 and 1162 of the Companies Act 
                                    2006; 
 "Trans Atlantic"                  Trans Atlantic Energy Limited; 
 "Treasury Shares"                 Pan Shares held as treasury shares as defined 
                                    in section 724(5) of the Companies Act 
                                    2006; 
 "uncertificated" or "in           recorded on the relevant register of the 
  uncertificated form"              share or security concerned as being held 
                                    in uncertificated form and title to which 
                                    may, by virtue of the Regulations, be transferred 
                                    by means of CREST; 
 "United Kingdom" or "UK"          the United Kingdom of Great Britain and 
                                    Northern Ireland; 
 "US" or "United States"           the United States of America, its territories 
                                    and possessions, any state of the United 
                                    States of America, the District of Columbia 
                                    and all areas subject to its jurisdiction 
                                    or any political sub-division thereof; 
 "VWAP"                            volume weighted average price; 
 "Warrants"                        408,163 warrants to subscribe for 408,163 
                                    Pan Shares, exercisable at 24.5 pence per 
                                    Pan Share between 17 November 2011 and 
                                    17 November 2016, purchased by Belphar 
                                    from Hepworth Technologies S.A. on 22 October 
                                    2013; 
 "Westhouse Securities"            Westhouse Securities Limited, the joint 
                                    financial adviser, nominated adviser and 
                                    broker to Pan; and 
 "Wider Pan Group"                 Pan and the subsidiaries and subsidiary 
                                    undertakings of Pan (including any joint 
                                    venture, partnership, firm or company in 
                                    which any member of the Pan Group has a 
                                    significant interest or any undertaking 
                                    in which Pan and such undertakings (aggregating 
                                    their interests) have a significant interest).

In this announcement:

-- all references to "pounds", "GBP","pence" or "p" are to the lawful currency of the United Kingdom;

-- the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender; and

-- all references to legislation are to English legislation unless the contrary is indicated, and any reference to any provision of any legislation includes any amendment, modification, re-enactment or extension thereof.

All times referred to are London time unless otherwise stated.

END

This information is provided by RNS

The company news service from the London Stock Exchange

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