RNS Number:4683D
Cairn Energy PLC
07 September 2007
7 September 2007
Not for release, publication or distribution, in whole or in part, in or into or
from the United States, Canada, Australia, Japan or any jurisdiction where to do
so would constitute a violation of the relevant laws of such jurisdiction
Recommended Cash Offer
by Jefferies International Limited
on behalf of
Capricorn Oil & Gas Limited
a subsidiary of
Cairn Energy PLC
for
Plectrum Petroleum Plc
Summary:
* The Boards of Cairn and Plectrum are pleased to announce that they
have today reached agreement on the terms of a recommended cash offer to be made
by Jefferies International on behalf of Capricorn for the whole of the issued
and to be issued share capital of Plectrum.
* Under the terms of the Offer, Plectrum Shareholders will be entitled
to receive 13 pence per Plectrum Share in cash. On this basis, the terms of the
Offer value the entire existing issued share capital of Plectrum at
approximately #23.4 million.
* The Offer Price represents a premium of:
- approximately 8.3 per cent. to the Closing Price of 12.0 pence per
Plectrum Share on 6 September 2007 (being the last Business Day prior to this
announcement); and
- approximately 22.9 per cent. to the average Closing Price of 10.58
pence per Plectrum Share for the 30 calendar days ended 6 September 2007 (being
the last Business Day prior to this announcement).
* Capricorn has agreed to acquire 11,180,770 Plectrum Shares from Mr R
I Griffiths, 11,180,770 Plectrum Shares from Tarascon Investments and 9,680,770
Plectrum Shares from Mr D R Norwood, representing in aggregate approximately
17.8 per cent. of the existing issued share capital of Plectrum.
* The Plectrum Directors, who have been so advised by Blue Oar
Securities, consider the terms of the Offer to be fair and reasonable.
Accordingly, the Plectrum Directors have unanimously agreed to recommend that
Plectrum Shareholders accept the Offer, as each of the Plectrum Directors has
irrevocably undertaken to do (or procure to be done) in respect of his own
beneficial holding of Plectrum Shares (amounting to, in aggregate and when taken
together with the holdings of related trusts and close family members of the
Plectrum Directors, 18,644,312 Plectrum Shares, representing approximately 10.3
per cent. of the existing issued share capital of Plectrum).
* Capricorn has also received irrevocable undertakings to accept the
Offer from certain other Plectrum Shareholders, in respect of, in aggregate,
24,029,079 Plectrum Shares, representing approximately 13.3 per cent. of the
existing issued share capital of Plectrum.
* Accordingly, Capricorn has agreed to purchase or has received
irrevocable undertakings in respect of, in aggregate, 74,715,701 Plectrum
Shares, representing approximately 41.4 per cent. of Plectrum's existing issued
share capital.
Commenting on the Offer, Mike Watts, Exploration and New Business Director of
Cairn and Chief Executive Officer of Capricorn Energy, said:
"Capricorn is making the Offer for Plectrum to establish a position in oil
exploration offshore Tunisia. Plectrum has a 50 per cent interest in, and is
the operator of the Nabeul Permit. There are no wells on the Nabeul Permit,
however Plectrum is currently processing a recently acquired 2-D seismic survey.
Plectrum also has a position in Peru, Australia and the UK."
Commenting on the Offer, Mike Whyatt, Executive Chairman of Plectrum, said:
"Having explored various ways of further exploiting the Company's assets the
Directors have concluded that the Offer provides the most certain outcome for
shareholders. The Directors consider the Offer to be fair and reasonable
offering Plectrum Shareholders the opportunity to lock-in value at an attractive
premium of 29.6 per cent. to the average closing price of 10.03 pence for the
three calendar months ended 31 August 2007 which reflects the quality of the
Plectrum exploration portfolio."
ENQUIRIES
For further information contact:
Cairn
Mike Watts 0131 475 3000
Jann Brown
Simon Thomson
Jefferies International
Richard Kent 020 7618 3713
Plectrum
Mike Whyatt 0133 082 6710
Jim Bain
Blue Oar Securities
John Wakefield 0117 933 0020
Mike Coe
This summary should be read in conjunction with, and is subject to, the full
text of the attached Announcement (including its appendices). Appendix I sets
out the conditions to and certain further terms of the Offer. Appendix II sets
out the bases and sources of certain financial information contained in this
summary and in the attached Announcement. Appendix III contains certain details
in respect of irrevocable undertakings given to Capricorn. Appendix IV contains
definitions of certain expressions used in this summary and in the attached
Announcement.
The Offer Document and (in the case of Plectrum Shares held in certificated
form) the Form of Acceptance will be posted to Plectrum Shareholders as soon as
practicable and, in any event, within 28 days of this Announcement, except
otherwise with the consent of the Panel.
Jefferies International, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting as financial adviser to Cairn and
Capricorn in connection with the Offer and no-one else and will not be
responsible to anyone other than Cairn and Capricorn for providing the
protections afforded to customers of Jefferies International or for providing
advice in relation to the Offer.
Blue Oar Securities, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting for Plectrum in connection with the
Offer and no-one else and will not be responsible to anyone other than Plectrum
for providing the protections afforded to clients of Blue Oar Securities or for
providing advice in relation to the Offer.
Neither this summary nor the attached Announcement constitutes, or forms part
of, an offer or an invitation to purchase or subscribe for any securities. The
Offer will be made solely by the Offer Document and (in the case of Plectrum
Shares held in certificated form) the Form of Acceptance, which together will
contain the full terms and conditions of the Offer, including details of how the
Offer may be accepted.
The availability of the Offer to persons who are not resident in the United
Kingdom may be affected by the laws of their relevant jurisdiction. Such
persons should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction. Further details in relation to
overseas shareholders will be contained in the Offer Document.
Unless otherwise determined by Capricorn, and subject to any dispensation
required from the Panel, the Offer will not be made, directly or indirectly, in
or into or by the use of the mails of, or by any means or instrumentality
(including, without limitation, telephonically or electronically) of interstate
or foreign commerce of, or through any facilities of a national securities
exchange of, the United States, Canada, Australia or Japan or any other
jurisdiction if to do so would constitute a violation of the relevant laws of
such jurisdiction, and the Offer, when made, should not be accepted by any such
use, means, instrumentality or facilities or from or within the United States,
Canada, Australia or Japan or any such other jurisdiction. Accordingly, copies
of this summary and the attached Announcement are not being, and must not be
mailed or otherwise forwarded, distributed or sent in, into or from the United
States, Canada, Australia or Japan and all persons receiving this summary and
the attached Announcement (including nominees, trustees and custodians) must not
mail or otherwise forward, distribute or send it in, into or from the United
States, Canada, Australia or Japan. Doing so may render invalid any purported
acceptance of the Offer. Notwithstanding the foregoing, Capricorn will retain
the right to permit the Offer to be accepted and any sale of securities pursuant
to the Offer to be completed if, in its sole discretion, it is satisfied that
the transaction in question can be undertaken in compliance with applicable law
and regulation.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1% or more of any class of "relevant
securities" of Plectrum, all "dealings" in any "relevant securities" of that
company (including by means of an option in respect of, or a derivative
referenced to, any such "relevant securities") must be publicly disclosed by no
later than 3.30 pm (London time) on the London business day following the date
of the relevant transaction. This requirement will continue until the date on
which the offer becomes, or is declared, unconditional as to acceptances, lapses
or is otherwise withdrawn or on which the "offer period" otherwise ends. If two
or more persons act together pursuant to an agreement or understanding, whether
formal or informal, to acquire an "interest" in "relevant securities" of
Plectrum, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of Plectrum or any of their respective "associates", must be
disclosed by no later than 12.00 noon (London time) on the London business day
following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in any doubt as to whether or not you are required
to disclose a "dealing" under Rule 8, you should consult the Panel.
7 September 2007
Not for release, publication or distribution, in whole or in part, in or into or
from the United States, Canada, Australia, Japan or any jurisdiction where to do
so would constitute a violation of the relevant laws of such jurisdiction
Recommended Cash Offer
by Jefferies International Limited
on behalf of
Capricorn Oil & Gas Limited
a subsidiary of
Cairn Energy PLC
for
Plectrum Petroleum Plc
1. Introduction
The Boards of Cairn and Plectrum are pleased to announce that they have today
reached agreement on the terms of a recommended cash offer to be made by
Jefferies International on behalf of Capricorn for the whole of the issued and
to be issued share capital of Plectrum. The Plectrum Directors unanimously
intend to recommend the Offer.
2. The Offer
The Offer, which will be subject to the conditions and further terms set out, or
referred to, in Appendix I to this Announcement and to be set out in the Offer
Document and in the Form of Acceptance, will be made by Jefferies International
on behalf of Capricorn on the following basis:
for every Plectrum Share 13 pence in cash
The Offer values the entire existing issued share capital of Plectrum at
approximately #23.4 million.
The Offer Price represents a premium of:
* approximately 8.3 per cent. to the Closing Price of 12.0 pence per
Plectrum Share on 6 September 2007 (being the last Business Day prior to this
announcement); and
* approximately 22.9 per cent. to the average Closing Price of
approximately 10.58 pence per Plectrum Share for the 30 calendar days ended 6
September 2007 (being the last Business Day prior to this announcement).
The bases and sources of the financial information for these calculations is set
out in Appendix II.
Details of the further terms of and conditions to the Offer are set out below
and in Appendix I to this Announcement.
3. Irrevocable undertakings and share purchases
Capricorn has agreed to acquire 11,180,770 Plectrum Shares from Mr R I
Griffiths, 11,180,770 Plectrum Shares from Tarascon Investments and 9,680,770
Plectrum Shares from Mr D R Norwood, representing in aggregate approximately
17.8 per cent. of the existing issued share capital of Plectrum.
Capricorn has received irrevocable undertakings to accept the Offer from each of
the Plectrum Directors in respect of, in aggregate and when taken together with
the holdings of related trusts and close family members of the Plectrum
Directors, 18,644,312 Plectrum Shares, representing approximately 10.3 per cent.
of the existing issued share capital of Plectrum.
Capricorn has received "hard" irrevocable undertakings to accept the Offer from
certain other Plectrum Shareholders, in respect of, in aggregate, 4,582,651
Plectrum Shares, representing approximately 2.5 per cent. of the existing issued
share capital of Plectrum.
Capricorn has received "soft" irrevocable undertakings to accept the Offer from
Gartmore in respect of 19,446,428 Plectrum Shares representing approximately
10.8 per cent. of the existing issued share capital of Plectrum.
Accordingly, Capricorn has agreed to purchase or has received irrevocable
undertakings to accept the Offer in respect of, in aggregate, 74,715,701
Plectrum Shares representing approximately 41.4 per cent. of Plectrum's existing
issued share capital.
Further details of these irrevocable undertakings, including the circumstances
in which they cease to be binding, are set out in Appendix III to this
Announcement.
4. Inducement fee
Plectrum has entered into an arrangement with Capricorn under which Plectrum has
agreed to pay to Capricorn an inducement fee of #234,480 (inclusive of any
applicable VAT, save to the extent that any such VAT would be recoverable by
Plectrum) in the event that, before the Offer lapses or is withdrawn, any of the
following occurs:
(a) the Plectrum Board withdraws or adversely alters its recommendation
of the Offer; or
(b) a Competing Offer is made and either (a) such Competing Offer
subsequently becomes or is declared unconditional in all respects or (b) such
Competing Offer is (whether at the time of the making or subsequently) publicly
recommended by the Directors.
5. Background to and reasons for the Offer
In connection with the separate listing of Cairn India Limited in January 2007,
Cairn reorganised its remaining oil and gas interests in Capricorn Energy.
Capricorn Energy will apply its exploration skills and experience and capital
resources in acquiring and developing new acreage and interests where it sees
significant exploration potential. Although Capricorn is attracted to Plectrum
because it establishes a position in oil exploration, offshore Tunisia, Plectrum
also has early phase exploration positions in Peru, Australia and the United
Kingdom (West of Shetlands). Capricorn Energy believes it has the financial
resources and operating experience to create and add value to this portfolio and
the expertise to rationalise it where appropriate.
6. Information on Cairn/Capricorn
Cairn is an oil and gas exploration and production company listed on the main
market of the London Stock Exchange which has a market capitalisation of
approximately #2.3 billion. In recent years, Cairn's key area of focus has been
the Indian sub continent and the company built up a core strategic business in
the region. In January 2007, Cairn India Limited, the Indian division of the
group, was listed on the Bombay Stock Exchange and National Stock Exchange of
India. Cairn retains an approximate 69% interest in Cairn India Limited. Cairn
is now expanding its horizons beyond the Indian sub continent seeking new
opportunities where its capital, exploration and commercial skills and
experience can be best used to create further shareholder value.
For the financial year ended 31 December 2006, Cairn reported total revenue of
US$286 million, cash generated from operations of US$207 million and a loss
after tax of US$82 million. Cairn reported total assets of US$1,924 million as
at 31 December 2006. Cairn reported average daily production of 24,523 boepd on
an entitlement interest basis in 2006.
Capricorn is a UK incorporated company which is an indirect subsidiary of Cairn.
Capricorn is a direct subsidiary of Capricorn Energy which currently owns oil
and gas interests in Bangladesh, Nepal and Northern India. To date, Capricorn
has engaged in no activities other than those incidental to its organisation and
the making of the Offer.
Cairn Energy has separately announced today:
a) a recommended offer for medOil plc, a company which also has
oil exploration acreage offshore Tunisia; and
b) the agreement by Dyas BV, a wholly owned subsidiary of SHV
Holdings NV, to acquire a 10 per cent. interest in Capricorn Energy for a cash
consideration of approximately US$90 million.
7. Information on Plectrum
Plectrum was incorporated on 28 February 2005 as Table Mountain Minerals plc.
On 28 September 2005, Plectrum completed the reverse takeover of Plectrum Oil &
Gas plc. Plectrum Oil & Gas Plc was incorporated in December 2004 as an oil and
gas exploration company with the purpose of building a portfolio of exploration
prospects which could be significantly de-risked prior to drilling through the
early adoption and application of controlled source electromagnetic imaging
technology. Plectrum has subsequently acquired exploration acreage in Peru,
United Kingdom, Tunisia and Australia.
For the financial year ended 31 December 2006, Plectrum reported a loss of #2.2
million, including a write off of goodwill of #1.3 million. Plectrum reported
expenditure in the year on oil and gas assets of #0.8 million and total net
assets of #11.4 million including #4.7 million of goodwill.
8. Management and employees
Cairn has given assurances to the Plectrum Board that the existing employment
rights, including pension rights, of all employees of the Plectrum Group will be
fully safeguarded upon the Offer becoming or being declared unconditional in all
respects.
9. Recommendation of the Plectrum Board
Having explored various ways of further exploiting the Company's assets, the
Directors have concluded that the Offer provides the most certain outcome for
shareholders. The Directors consider the Offer to be fair and reasonable
offering Plectrum Shareholders the opportunity to lock-in value at an attractive
premium of 29.6 per cent. to the average closing price of 10.03 pence for the
three calendar months ended 31 August 2007 which reflects the quality of the
Plectrum exploration portfolio.
The Plectrum Directors, having been so advised by Blue Oar Securities, consider
the terms of the Offer to be fair and reasonable. In providing advice to the
Plectrum Directors, Blue Oar Securities has taken into account the commercial
assessments of the Plectrum Directors.
Accordingly, the Plectrum Directors unanimously recommend all Plectrum
Shareholders to accept the Offer, as each of the Plectrum Directors has
irrevocably undertaken to do (or procure to be done) in respect of his own
beneficial holdings of Plectrum Shares amounting, in aggregate and when taken
together with the holdings of related trusts and close family members of the
Plectrum Directors, to 18,644,312 Plectrum Shares, representing approximately
10.3 per cent. of the existing issued share capital Plectrum.
10. Disclosure of interests in Plectrum
As at the close of business on 6 September 2007 Jefferies International had a
short position of 20,916 Plectrum Shares
Save as disclosed herein and above in respect of the irrevocable undertakings
and share purchasers, neither Cairn, nor Capricorn, nor any Cairn Director, nor
any director of Capricorn, nor so far as any Cairn Director or Capricorn or any
director of Capricorn is aware any person acting in concert with Capricorn, (i)
has any interest in or right to subscribe for any relevant securities of
Plectrum; or (ii) has any short positions in respect of any relevant securities
of Plectrum (whether conditional or absolute and whether in the money or
otherwise), including any short position under a derivative, any agreement to
sell or any delivery obligation or right to require another person to take
delivery; or (iii) has borrowed or lent any relevant securities of Plectrum.
11. Financing
The cash consideration payable by Capricorn under the Offer will be funded from
existing cash resources made available by Capricorn Energy.
Jefferies, in its capacity as financial adviser to Capricorn, has confirmed that
it is satisfied that the necessary financial resources are available to
Capricorn to enable it to satisfy in full the cash consideration payable by
Capricorn as a result of full acceptance of the Offer.
12. Further details of the Offer
The Plectrum Shares will be acquired under the Offer fully paid and free from
all liens, equities, charges, encumbrances and other interests and together with
all rights attaching to them after the date of the Offer, including the right to
receive all dividends (if any) declared, made or paid thereafter.
The Offer will be subject to the conditions and further terms set out in
Appendix I to this Announcement and to be set out in the Offer Document and in
the Form of Acceptance.
13. Compulsory acquisition and de-listing
Capricorn intends, assuming it becomes so entitled, to use the procedures set
out in Part 28 of the Companies Act 2006 to acquire compulsorily any remaining
Plectrum Shares following the Offer becoming or being declared unconditional in
all respects. When the Offer becomes or is declared unconditional in all
respects, Capricorn intends to procure the making of an application by Plectrum
to the London Stock Exchange for the cancellation of trading of Plectrum Shares
on AIM. It is anticipated that cancellation of trading on AIM will take effect
no earlier than 20 Business Days after the Offer becomes or is declared
unconditional in all respects. The cancellation of trading on AIM of Plectrum
Shares will significantly reduce the liquidity and marketability of any Plectrum
Shares not assented to the Offer and their value may be affected in consequence.
It is also intended that, following the Offer becoming or being declared
unconditional in all respects, Plectrum will be re-registered as a private
company under the relevant provisions of the Companies Act 1985.
14. Plectrum issued share capital
In accordance with Rule 2.10 of the City Code, Plectrum confirms that it has
180,372,499 Plectrum Shares in issue. The International Securities
Identification Number for Plectrum is GB00B06T2482.
15. General
The Offer Document and the Form of Acceptance will be posted to Plectrum
Shareholders as soon as practicable and, in any event, within 28 days of this
Announcement, except otherwise with the consent of the Panel, other than (with
any dispensation required from the Panel) to certain overseas Plectrum
Shareholders. The full terms of and conditions to the Offer will be set out in
the Offer Document and Form of Acceptance. In deciding whether or not to accept
the Offer, Plectrum Shareholders should rely solely on the information contained
in, and follow the procedures described in, the Offer Document and Form of
Acceptance.
The bases and sources of certain financial information contained in this
Announcement are set out in Appendix II. Appendix III contains certain details
in respect of irrevocable undertakings given to Capricorn. Appendix IV contains
definitions of certain expressions used in this Announcement.
ENQUIRIES
For further information contact:
Cairn/Capricorn
Mike Watts 0131 475 3000
Jann Brown
Simon Thomson
Jefferies International
Richard Kent 020 7618 3713
Plectrum
Mike Whyatt 0133 082 6710
Jim Bain
Blue Oar Securities
John Wakefield 0117 933 0020
Mike Coe
Jefferies International, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting as financial adviser to Cairn and
Capricorn in connection with the Offer and no-one else and will not be
responsible to anyone other than Cairn and Capricorn for providing the
protections afforded to customers of Jefferies International or for providing
advice in relation to the Offer.
Blue Oar Securities, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting for Plectrum in connection with the
Offer and no-one else and will not be responsible to anyone other than Plectrum
for providing the protections afforded to clients of Blue Oar Securities or for
providing advice in relation to the Offer.
This Announcement does not constitute, or form part of, an offer or an
invitation to purchase or subscribe for any securities. The Offer will be made
solely by the Offer Document and the Form of Acceptance, which together will
contain the full terms and conditions of the Offer, including details of how the
Offer may be accepted.
The availability of the Offer to persons who are not resident in the United
Kingdom may be affected by the laws of their relevant jurisdiction. Such
persons should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction. Further details in relation to
overseas shareholders will be contained in the Offer Document.
Unless otherwise determined by Capricorn and subject to any dispensation
required from the Panel, the Offer will not be made, directly or indirectly, in
or into or by the use of the mails of, or by any means or instrumentality
(including, without limitation, telephonically or electronically) of interstate
or foreign commerce of, or through any facilities of a national securities
exchange of, the United States, Canada, Australia or Japan or any other
jurisdiction if to do so would constitute a violation of the relevant laws of
such jurisdiction, and the Offer, when made, should not be accepted by any such
use, means, instrumentality or facilities or from or within the United States,
Canada, Australia or Japan or any such other jurisdiction. Accordingly, copies
of this Announcement are not being, and must not be mailed or otherwise
forwarded, distributed or sent in, into or from the United States, Canada,
Australia or Japan and all persons receiving this Announcement (including
nominees, trustees and custodians) must not mail or otherwise forward,
distribute or send it in, into or from the United States, Canada, Australia or
Japan. Doing so may render invalid any purported acceptance of the Offer.
Notwithstanding the foregoing, Capricorn will retain the right to permit the
Offer to be accepted and any sale of securities pursuant to the Offer to be
completed if, in its sole discretion, it is satisfied that the transaction in
question can be undertaken in compliance with applicable law and regulation.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1% or more of any class of "relevant
securities" of Plectrum, all "dealings" in any "relevant securities" of that
company (including by means of an option in respect of, or a derivative
referenced to, any such "relevant securities") must be publicly disclosed by no
later than 3.30 pm (London time) on the London business day following the date
of the relevant transaction. This requirement will continue until the date on
which the offer becomes, or is declared, unconditional as to acceptances, lapses
or is otherwise withdrawn or on which the "offer period" otherwise ends. If two
or more persons act together pursuant to an agreement or understanding, whether
formal or informal, to acquire an "interest" in "relevant securities" of
Plectrum, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of Plectrum or any of their respective "associates", must be
disclosed by no later than 12.00 noon (London time) on the London business day
following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in any doubt as to whether or not you are required
to disclose a "dealing" under Rule 8, you should consult the Panel.
APPENDIX I
Part A: Conditions of the Offer
The Offer will be subject to the following conditions:
(a) valid acceptances of the Offer being received (and not, where
permitted, withdrawn) by 1.00p.m. on the day which is 21 days following the
despatch of the Offer Document (or such later times and/or dates as Capricorn
may, subject to the rules of the Code, decide) in respect of not less than 90
per cent. (or such lesser percentage as Capricorn may decide) in nominal value
of the Plectrum Shares to which the Offer relates, and not less than 90 per
cent. (or such lesser percentage as Capricorn may decide) of the voting rights
carried by the Plectrum Shares to which the Offer relates, provided that this
condition will not be satisfied unless Capricorn and/or any of its associates
shall have acquired or agreed to acquire, whether pursuant to the Offer or
otherwise, Plectrum Shares carrying in aggregate more than 50 per cent. of the
voting rights then exercisable at a general meeting of Plectrum including, to
the extent (if any) required by the Panel, any voting rights attaching to any
Plectrum Shares which are unconditionally allotted before the Offer becomes or
is declared unconditional as to acceptances pursuant to the exercise of any
outstanding conversion or subscription rights or otherwise. For the purposes of
this condition:
(i) Plectrum Shares which have been unconditionally allotted but not
issued shall be deemed to carry the voting rights which they will carry upon
issue;
(ii) valid acceptances shall be deemed to have been received in respect
of Plectrum Shares which are treated for the purposes of section 979 of the
Companies Act 2006 as having been acquired or contracted to be acquired by
Capricorn by virtue of acceptances of the Offer; and
(iii) the expressions "Plectrum Shares to which the Offer relates" and
"associates" shall be construed in accordance with Part 28 of the Companies Act
2006;
(b) no government or governmental, quasi-governmental,
supranational, statutory, regulatory or investigative body, authority (including
any national or international anti-trust or merger control authority), court,
central bank, trade agency, association or institution or professional or
environmental body or any other similar person or body whatsoever in any
relevant jurisdiction (each a "Third Party") having decided to take, institute,
implement or threaten any action, proceedings, suit, investigation, enquiry or
reference or having required any action to be taken or information to be
provided or otherwise having done anything or having made, proposed or enacted
any statute, regulation, order or decision or having done anything which would
or might reasonably be expected to:
(i) make the Offer or its implementation, or the acquisition or the
proposed acquisition by Capricorn of any shares or other securities in, or
control of, Plectrum or any member of the Wider Plectrum Group void, illegal or
unenforceable in any jurisdiction, or otherwise directly or indirectly restrain,
prohibit, restrict, prevent or delay the same or impose additional conditions or
financial or other obligations with respect thereto, or otherwise challenge or
interfere therewith, in any such case to an extent which is material and
adverse;
(ii) require, prevent or materially delay the divestiture or materially
and adversely alter the terms envisaged for any proposed divestiture by any
member of the Wider Cairn Group of any Plectrum Shares or of any shares in a
member of the Wider Plectrum Group;
(iii) require, prevent or materially delay the divestiture or materially
and adversely alter the terms envisaged for any proposed divestiture by any
member of the Wider Cairn Group or by any member of the Wider Plectrum Group of
all or any portion of their respective businesses, assets or property, or (to an
extent which is material in the context of the Offer or the Wider Plectrum Group
taken as a whole) impose any limit on the ability of any of them to conduct
their respective businesses (or any of them) or to own or control any of their
respective assets or properties or any part thereof;
(iv) impose any material limitation on, or result in any material delay
in, the ability of any member of the Wider Cairn Group or any member of the
Wider Plectrum Group to acquire, hold or exercise effectively, directly or
indirectly, all or any rights of ownership of Plectrum Shares or any shares or
securities convertible into Plectrum Shares or to exercise voting or management
control over any member of the Wider Plectrum Group or any member of the Wider
Cairn Group;
(v) except pursuant to the Offer or Part 28 of the Companies Act 2006,
require any member of the Wider Cairn Group and/or any member of the Wider
Plectrum Group to acquire or offer to acquire or repay any shares or other
securities in and/or indebtedness of any member of the Wider Plectrum Group
owned by or owed to any third party;
(vi) impose any material limitation on the ability of any member of the
Wider Cairn Group and/or of the Wider Plectrum Group to integrate or co-ordinate
its business, or any material part of it, with the business of any member of the
Wider Plectrum Group or of the Wider Cairn Group respectively, which is adverse
to and material in the content of the Wider Plectrum Group; or
(vii) otherwise materially and adversely affect any or all of the
businesses, assets, profits or financial or trading position of any member of
the Wider Plectrum Group or any member of the Wider Cairn Group,
and all applicable waiting and other time periods during which any Third Party
could institute, implement or threaten any such action, proceedings, suit,
investigation, enquiry or reference under the laws of any relevant jurisdiction,
having expired, lapsed or been terminated;
(c) all necessary filings and applications having been made and
all necessary waiting and other time periods (including any extensions thereof)
under any applicable legislation or regulations of any relevant jurisdiction in
which Plectrum or any of its subsidiaries is incorporated or carries on any
business which is material having expired, lapsed or been terminated (as
appropriate) and all statutory or regulatory obligations in any relevant
jurisdiction in which Plectrum or any of its subsidiaries is incorporated or
carries on any business which is material having been complied with in each case
as may be necessary in connection with the Offer and its implementation or the
acquisition or proposed acquisition by Capricorn or any member of the Wider
Cairn Group of any shares or other securities in, or control of, Plectrum or any
member of the Wider Plectrum Group and all authorisations, orders, recognitions,
grants, consents, clearances, confirmations, licences, certificates, permissions
and approvals ("Authorisations") reasonably deemed necessary or appropriate for
or in respect of the Offer or the acquisition or proposed acquisition by
Capricorn of any shares or other securities in, or control of, Plectrum or the
carrying on by any member of the Wider Plectrum Group of its business or in
relation to the affairs of any member of the Wider Plectrum Group having been
obtained in terms and in a form reasonably satisfactory to Capricorn from all
appropriate Third Parties (except where the consequence of the absence of any
such Authorisation would not be material in the context of the Offer or the
Wider Plectrum Group taken as a whole) or persons with whom any member of the
Wider Plectrum Group has entered into contractual arrangements which are
material in the context of the Wider Plectrum Group taken as a whole and all
such Authorisations remaining in full force and effect and all filings necessary
for such purpose having been made and there being no notice or intimation of any
intention to revoke, suspend, restrict or amend or not renew the same at the
time at which the Offer becomes or is declared wholly unconditional and there
being no indication that the renewal costs of any Authorisation are reasonably
likely to be materially higher than the renewal costs for the current
Authorisation;
(d) except as publicly announced by Plectrum prior to the date of
this Announcement in Plectrum's annual report and accounts for the year ended 31
December 2006 or through an RIS ("Publicly Announced") or as fairly disclosed in
writing to Capricorn prior to the date of this announcement ("Disclosed"), there
being no provision of any arrangement, agreement, licence or other instrument to
which any member of the Wider Plectrum Group is a party or by or to which any
such member or any of its respective assets is or are or may be bound, entitled
or subject or any circumstance which, in consequence of the making or
implementation of the Offer or the proposed acquisition of any shares or other
securities in, or control of, Plectrum or any member of the Wider Plectrum Group
by Capricorn or any member of the Wider Cairn Group or because of a change in
the control or management of Plectrum or otherwise, would or might reasonably be
expected to result in, to an extent which is material in the context of the
Wider Plectrum Group taken as a whole:
(i) any indebtedness or liabilities (actual or contingent) of, or any
grant available to, any member of the Wider Plectrum Group being or becoming
repayable or capable of being declared repayable immediately or prior to its
stated maturity or the ability of any such member to borrow monies or incur any
indebtedness being withdrawn or inhibited or capable of being withdrawn or
inhibited;
(ii) the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business, property, assets
or interests of any member of the Wider Plectrum Group or any such security
(whenever created, arising or having arisen) being enforced or becoming
enforceable;
(iii) any such arrangement, agreement, licence or instrument or the
rights, liabilities, obligations, or interests of any member of the Wider
Plectrum Group under any such arrangement, agreement, licence or instrument (or
any arrangement, agreement, licence or instrument relating to any such right,
liability, obligation, interest or business) or the interests or business of any
such member in or with any other person, firm, company or body being or becoming
capable of being terminated or adversely modified or adversely affected or any
adverse action being taken or any onerous obligation or liability arising
thereunder;
(iv) any asset or interest of any member of the Wider Plectrum Group being
or falling to be disposed of or charged (otherwise than in the ordinary course
of business) or ceasing to be available to any member of the Wider Plectrum
Group or any right arising under which any such asset or interest could be
required to be disposed of or charged or could cease to be available to any
member of the Wider Plectrum Group;
(v) any member of the Wider Plectrum Group ceasing to be able to carry on
business under any name under which it presently does so;
(vi) any member of the Wider Cairn Group and/or of the Wider Plectrum
Group being required to acquire or repay any shares in and/or indebtedness of
any member of the Wider Plectrum Group owned by any Third Party;
(vii) any change in or effect on the ownership or use of any intellectual
property rights owned or used by any member of the Wider Plectrum Group;
(viii) the value or financial or trading position of any member of the Wider
Plectrum Group being prejudiced or adversely affected; or
(ix) the creation of any liability (actual or contingent) by any such
member,
and no event having occurred which, under any provision of any such arrangement,
agreement, licence or other instrument, might reasonably be expected to result
(except where the consequences thereof would not be material (in value or
otherwise) in the context of the Wider Plectrum Group taken as a whole) in any
of the events referred to in this condition (d);
(e) since 31 December 2006 and except as Publicly Announced or
Disclosed, no member of the Wider Plectrum Group having:
(i) issued or agreed to issue or authorised or proposed the issue of
additional shares or securities of any class, or securities convertible into or
exchangeable for shares, or rights, warrants or options to subscribe for or
acquire any such shares, securities or convertible securities (save for issues
between Plectrum and any of its wholly-owned subsidiaries or between such
wholly-owned subsidiaries) or redeemed, purchased, repaid or reduced or proposed
the redemption, purchase, repayment or reduction of any part of its share
capital or any other securities;
(ii) recommended, declared, made or paid or proposed to recommend,
declare, make or pay any bonus, dividend or other distribution whether payable
in cash or otherwise other than any distribution by any wholly-owned subsidiary
within the Plectrum Group;
(iii) save as between Plectrum and its wholly-owned subsidiaries,
effected, authorised, proposed or announced its intention to propose any change
in its share or loan capital;
(iv) save as between Plectrum and its wholly-owned subsidiaries, effected,
authorised, proposed or announced its intention to propose any merger, demerger,
reconstruction, arrangement, amalgamation, commitment or scheme or any
acquisition or disposal or transfer of assets or shares (other than in the
ordinary course of business) or any right, title or interest in any assets or
shares or other transaction or arrangement in respect of itself or another
member of the Wider Plectrum Group which in each case would be material in the
context of the Wider Plectrum Group taken as a whole;
(v) acquired or disposed of or transferred (other than in the ordinary
course of business) or mortgaged, charged or encumbered any assets or shares or
any right, title or interest in any assets or shares (other than in the ordinary
course of business) or authorised the same or entered into, varied or terminated
or authorised, proposed or announced its intention to enter into, vary,
terminate or authorise any agreement, arrangement, contract, transaction or
commitment (other than in the ordinary course of business and whether in respect
of capital expenditure or otherwise) which is of a loss-making, long-term or
onerous nature or magnitude, or which involves or might reasonably be expected
to involve an obligation of such a nature or magnitude, in each case which is
material in the context of the Wider Plectrum Group taken as a whole;
(vi) entered into any agreement, contract, transaction, arrangement or
commitment (other than in the ordinary course of business) which is material in
the context of the Wider Plectrum Group taken as a whole;
(vii) entered into any contract, transaction or arrangement which would be
restrictive on the business of any member of the Wider Plectrum Group or the
Wider Cairn Group or which is or could involve obligations which would be so
restrictive;
(viii) issued, authorised or proposed the issue of or made any change in or
to any debentures, or (other than in the ordinary course of business or between
Plectrum and its wholly owned subsidiaries) incurred or increased any
indebtedness or liability (actual or contingent) which is material in the
context of the Wider Plectrum Group taken as a whole;
(ix) been unable or admitted in writing that it is unable to pay its debts
or having stopped or suspended (or threatened to stop or suspend) payment of its
debts generally or ceased or threatened to cease carrying on all or a
substantial part of its business or proposed or entered into any composition or
voluntary arrangement with its creditors (or any class of them) or the filing at
court of documentation in order to obtain a moratorium prior to a voluntary
arrangement or, by reason of actual or anticipated financial difficulties,
commenced negotiations with one or more of its creditors with a view to
rescheduling any of its indebtedness;
(x) made, or announced any proposal to make, any change or addition to
any retirement, death or disability benefit or any other employment-related
benefit of or in respect of any of its directors, employees, former directors or
former employees;
(xi) save as between Plectrum and its wholly-owned subsidiaries, granted
any lease or third party rights in respect of any of the leasehold or freehold
property owned or occupied by it or transferred or otherwise disposed of any
such property;
(xii) entered into or varied or made any offer (which remains open for
acceptance) to enter into or vary to any material extent the terms of any
service agreement with any director or senior executive of Plectrum or any
director or senior executive of the Wider Plectrum Group or proposed, agreed to
provide or modified the terms of any share incentive or option scheme or other
benefit relating to the employment or termination of employment of any director
or senior executive of Plectrum or any director or senior executive of the Wider
Plectrum Group;
(xiii) taken or proposed any corporate action (save in the context of a
solvent reconstruction of any member of the Wider Plectrum Group) or had any
proceedings started or threatened against it for its winding-up (voluntary or
otherwise), dissolution, striking-off or reorganisation or for the appointment
of a receiver, administrator (including the filing of any administration
application, notice of intention to appoint an administrator or notice of
appointment of an administrator), administrative receiver, trustee or similar
officer of all or any part of its assets or revenues or for any analogous
proceedings or steps in any jurisdiction in which Plectrum or any of its
subsidiaries is incorporated or carries on any business or for the appointment
of any analogous person in any jurisdiction;
(xiv) made any material amendment to its memorandum or articles of
association;
(xv) waived or compromised any claim or authorised any such waiver or
compromise, save in the ordinary course of business, which is material in the
context of the Wider Plectrum Group taken as a whole;
(xvi) taken, entered into or had started or threatened in writing against it
in a jurisdiction outside the United Kingdom any form of insolvency proceeding
or event similar or analogous to any of the events referred to in conditions (e)
(ix) and (xiii) above; or
(xvii) agreed to enter into or entered into an agreement or arrangement or
commitment or passed any resolution or announced any intention with respect to
any of the transactions, matters or events referred to in this condition (e);
(f) except as Publicly Announced or Disclosed:
(i) there having been no material adverse change or deterioration in the
business, assets, financial or trading position or profits or prospects of any
member of the Wider Plectrum Group;
(ii) no litigation, arbitration proceedings, prosecution or other legal
proceedings to which any member of the Wider Plectrum Group is or may become a
party (whether as claimant or defendant or otherwise), and no material enquiry
or investigation by or complaint or reference to any Third Party, against or in
respect of any member of the Wider Plectrum Group, having been threatened in
writing, announced or instituted or remaining outstanding by, against or in
respect of any member of the Wider Plectrum Group and the effect of which is or
might reasonably be expected to be material in the context of the relevant
member of the Wider Plectrum Group or the Wider Plectrum Group taken as a whole;
and
(iii) no contingent or other liability having arisen or become apparent or
increased which might reasonably be expected to in either case have a material
adverse effect on any member of the Wider Plectrum Group or the Wider Plectrum
Group taken as a whole; and
(g) save as Disclosed, Capricorn not having discovered:
(i) that any financial, business or other information concerning
Plectrum or the Wider Plectrum Group which is contained in information publicly
disclosed at any time by or on behalf of any member of the Wider Plectrum Group
either publicly or in the context of the Offer contains a misrepresentation of
fact which has not, prior to the date of this announcement, been corrected by
public announcement through an RIS or omits to state a fact necessary to make
the information contained therein not misleading where such misrepresentation or
omission is material in the context of the Wider Plectrum Group taken as a
whole;
(ii) any information which materially and adversely affects the import of
any information disclosed to Capricorn or to any member of the Wider Cairn Group
at any time by or on behalf of Plectrum or any member of the Wider Plectrum
Group which is material in the context of the Wider Plectrum Group taken as a
whole;
(iii) that any member of the Wider Plectrum Group is subject to any
liability (actual or contingent), which is not disclosed in the annual report
and accounts of Plectrum for the financial year ended 31 December 2006 and which
is material in the context of the Wider Plectrum Group taken as a whole;
(iv) that any past or present member of the Wider Plectrum Group has not
complied with any applicable legislation or regulations of any jurisdiction in
which Plectrum or any of its subsidiaries is incorporated or carries or carried
on any business with regard to the use, treatment, handling, storage, transport,
release, 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 the health and
safety of any person, or that there has otherwise been any such use, treatment,
handling, storage, transport, release, disposal, discharge, spillage, leak or
emission (whether or not the same constituted a non-compliance by any person
with any legislation or regulations and wherever the same may have taken place)
which, in any case, would be likely to give rise to any liability (whether
actual or contingent) or cost on the part of any member of the Wider Plectrum
Group which in any case is material in the context of the Wider Plectrum Group
taken as a whole;
(v) that there is, or is likely to be, any liability (actual or
contingent) to make good, repair, reinstate or clean up any property now or
previously owned, occupied or made use of by any past or present member of the
Wider Plectrum Group or any other property or any controlled waters under any
environmental legislation, regulation, notice, circular, order or other lawful
requirement of any relevant authority or Third Party or otherwise which in any
case is material in the context of the Wider Plectrum Group taken as a whole; or
(vi) that circumstances exist whereby a person or class of persons would
be likely to have a claim against a member of the Wider Plectrum Group in
respect of any product or process of manufacture or materials used therein now
or previously manufactured, sold or carried out by any past or present member of
the Wider Plectrum Group which is or would be material in the context of the
Wider Plectrum Group taken as a whole.
Part B: Certain further terms of the Offer
The formal offer by Capricorn will be subject to the terms and conditions as set
out in this Appendix I and as such will be set out in the Offer Document and (in
the case of Plectrum Shares held in certificated form) in the Form of Acceptance
which will accompany the Offer Document or as may reasonably be necessary in
order to comply with the City Code.
Capricorn reserves the right to waive all or any of conditions (b) to (g)
inclusive, in whole or in part.
Conditions (b) to (g) inclusive must be satisfied as at, or waived on or before,
midnight on the 21st day after the later of the first closing date of the Offer
and the date on which condition (a) is fulfilled (or in each such case such
later date as Capricorn may, with the consent of the Panel, agree), failing
which the Offer will lapse provided that Capricorn shall be under no obligation
to waive or treat as fulfilled any of conditions (b) to (g) inclusive by a date
earlier than the latest date specified above for the fulfilment thereof
notwithstanding that the other conditions of the Offer may at such earlier date
have been fulfilled and that there are at such earlier date no circumstances
indicating that any of such conditions may not be capable of fulfilment.
Except with the Panel's consent Capricorn will not invoke any of the above
conditions (except for the acceptance condition in (a) above) so as to cause the
Offer not to proceed, to lapse or to be withdrawn unless the circumstances which
give rise to the right to invoke the relevant conditions are of material
significance to Capricorn in the context of the Offer.
If Capricorn is required by the Panel to make an offer for the Plectrum Shares
under Rule 9 of the City Code, Capricorn may make such alteration to the terms
and conditions of the Offer as may be necessary to comply with the provisions of
the City Code.
The Offer will be governed by English law and will be subject to the exclusive
jurisdiction of the English courts. The Offer will be subject to the applicable
requirements of the City Code, the Panel, the London Stock Exchange, the FSA and
other applicable legal or regulatory requirements.
If the Offer is referred to the Competition Commission or the European
Commission initiates proceedings under Article 6(1)(c) of Council Regulation
(EC) No 139/2004 before the later of the first closing date of the Offer and the
date when the Offer becomes or is declared unconditional, the Offer will lapse.
If the Offer lapses, it will cease to be capable of further acceptance and
accepting Plectrum Shareholders, Capricorn and Jefferies International will
cease to be bound by the Forms of Acceptance submitted before the time the Offer
lapses.
The Offer will extend to all Plectrum Shares whilst the Offer remains open for
acceptance.
Plectrum Shares will be acquired under the Offer fully paid and free from all
liens, equities, charges, encumbrances, rights of pre-emption and any other
interests and together with all rights attaching thereto, including the rights
to receive and retain all dividends or other distributions declared, paid of
made on or after the date of the Offer.
Overseas Shareholders
The availability of the Offer to persons not resident in the United Kingdom may
be affected by the laws of the relevant jurisdictions and/or prohibited by the
laws of the relevant overseas jurisdictions. Persons who are not resident in the
United Kingdom should inform themselves about and observe any applicable
requirements in any other jurisdiction. It is the responsibility of any person
not resident in the United Kingdom wishing to accept the Offer to satisfy
himself as to the full observance of the laws of the relevant jurisdiction in
connection therewith, including the obtaining of any governmental, exchange
control or other consents which may be required, compliance with other
formalities needing to be observed and the payment of any issue, transfer or
other taxes due in such jurisdiction. Any such person will be responsible for
payment of any issue, transfer or other taxes, duties or other requisite payment
(s) due in such jurisdiction(s) by whomsoever payable, and Capricorn (and any
person acting on its behalf) shall be entitled to be fully indemnified and held
harmless by such person for any issue, transfer or other taxes or duties or
other requisite payments as Capricorn or any person acting on behalf of
Capricorn may be required to pay in respect of the Offer insofar as they relate
to such persons.
APPENDIX II
BASES AND SOURCES OF INFORMATION
(a) Unless otherwise stated, the financial information relating to Plectrum
has been extracted or derived, without material adjustment, from the Plectrum
Annual Report and Accounts and the audited consolidated financial statements for
Plectrum for the year ended 31 December 2006.
(b) References to existing issued share capital are references to Plectrum
Shares in issue on 6 September 2007 (being the last practicable business date
prior to the date of announcement), being 180,372,499 Plectrum Shares.
(c) The maximum value placed by the Offer on the entire issued ordinary share
capital of Plectrum, and other statements made in this announcement by reference
to the issued share capital of Plectrum, are based upon 180,372,499 Plectrum
Shares being in issue on 6 September 2007.
(d) Plectrum Share prices have been derived from the Daily Official List of
the London Stock Exchange and represent the Closing Price on the relevant date.
(e) The Offer premium of 22.9 per cent. to the average Closing Price of 10.58
pence over the 30 calendar day period prior ended 6 September 2007, as stated in
this Announcement, has been calculated using Closing Prices on each Business Day
over the relevant period.
APPENDIX III
IRREVOCABLE UNDERTAKINGS
Details of the irrevocable undertakings granted to Capricorn to accept, or to
procure the acceptance of, the Offer are as follows:
Name Number of Plectrum Shares Approximate percentage of issued
share capital as at 6 September
2007 (%)
M Whyatt 8,177,591 4.5
M Evans 7,551,504 4.2
J Bain 2,206,522 1.2
G Hall 708,695 0.4
T Lenehan 1,701,371 0.9
B Nash 470,430 0.3
A Reynolds 2,410,850 1.3
Total 23,226,963 12.9
The above irrevocable undertakings will only cease to be binding if the Offer
lapses or is withdrawn.
Name Number of Plectrum Shares Approximate percentage of issued
share capital as at 6 September
2007 (%)
Gartmore 19,446,428 10.8
Total 19,446,428 10.8
The irrevocable undertakings set out in the table immediately above will cease
to be binding if: (i) a recommended offer is made by a third party for all of
the issued ordinary share capital of Plectrum (other than such share capital
acquired or agreed to be acquired by any such third party at the time of making
such offer), which is not subject to any pre-conditions and which is at an offer
price per ordinary share which is more that 10 per cent. above the Offer Price;
and (ii) in the period of fourteen days following the announcement of such
recommended offer, Capricorn (or Jefferies) does not make a formal announcement
of a revised offer that is at least as favourable as the offer announced by such
third party. In addition, these irrevocable undertakings will also cease to be
binding if the Offer lapses or is withdrawn.
APPENDIX IV
Definitions
In this Announcement, the following terms and expressions have the following
meanings unless the context requires otherwise:
"Acquisition" the proposed acquisition of Plectrum by Capricorn to be effected by means of
the Offer
"AIM" the AIM market operated by the London Stock Exchange
"Announcement" this announcement made in accordance with Rule 2.5 of the City Code that the
Cairn Board and the Plectrum Board have reached agreement on the terms of
the Offer
"Australia" the Commonwealth of Australia, its states, territories and possessions
"Blue Oar Securities" Blue Oar Securities Plc, Plectrum's financial adviser
"boepd" barrels of oil equivalent per day
"Business Day" a day (other than a public holiday, Saturday or Sunday) on which clearing
banks are generally open for usual business in the City of London
"Canada" Canada, its provinces and territories and all areas subject to its
jurisdiction or any political subdivision of it
"Cairn" Cairn Energy PLC
"Cairn Directors" the directors of Cairn being Sir Bill Gammell, Norman Murray, Mike Watts,
Hamish Grossart, Malcolm Thoms, Ed Story, Phil Tracy, Todd Hunt, Jann Brown,
or "Cairn Board" Mark Tyndall, Simon Thomson and Andrew Shilston
"Cairn Group" Cairn and any subsidiary undertaking of Cairn for the time being
"Capricorn" Capricorn Oil & Gas Limited
"Capricorn Energy" Capricorn Energy Limited
"City Code" the City Code on Takeovers and Mergers
"Closing Price" the middle market quotation for the relevant share on the close of trading
on the Daily Official List on the relevant date
"Competing Offer" an offer: (i) for all or part of the issued share capital of Plectrum (which
if accepted and completed in whole or in part would result in the offeror
(and any persons acting in concert with him) holding more than 50 per cent.
of the issued share capital of Plectrum); or (ii) to acquire all of or a
material part of the assets of Plectrum
"Daily Official List" the Daily Official List of the London Stock Exchange
"Form of Acceptance" the form of acceptance and authority relating to the Offer and accompanying
the Offer Document
"FSA" the Financial Services Authority
"FSMA" Financial Services and Markets Act 2000 (as amended)
"Japan" Japan, its cities, prefectures, territories and possessions
"Jefferies International" Jefferies International Limited, Cairn's and Capricorn's financial adviser
"London Stock Exchange" London Stock Exchange plc
"Offer" or "Recommended the proposed recommended cash offer to be made by Jefferies International on
Offer" behalf of Capricorn, on the terms and subject to the conditions set out in
the Offer Document and (in the case of Plectrum Shares held in certificated
form) the Form of Acceptance, to acquire all of the Plectrum Shares
(including, where the context so requires, any subsequent revision,
variation, extension or renewal of such offer)
"Offer Document" the document proposed to be posted to Plectrum Shareholders containing,
amongst other things, the Offer
"Offer Price" 13 pence per Plectrum Share
"Panel" or "Takeover the Panel on Takeovers and Mergers
Panel"
"Plectrum" Plectrum Petroleum plc
"Plectrum Directors" or the directors of Plectrum being Michael Whyatt, Michael Evans, James Bain
"Plectrum Board" and Gordon J Hall
"Plectrum Group" Plectrum and any subsidiary undertaking of Plectrum for the time being
"Plectrum Shareholders" holders of Plectrum Shares
"Plectrum Shares" means:
(i) the existing unconditionally allotted or issued and fully paid
ordinary shares of 5 pence each in the capital of Plectrum;
(ii) any further ordinary shares of 5 pence each in the capital of
Plectrum which are unconditionally allotted or issued and fully paid before
the Offer closes or before such earlier date as Capricorn (subject to the
City Code) may determine not being earlier than the date on which the Offer
becomes or is declared unconditional as to acceptances; and
(iii) the existing unconditionally allotted and issued nil paid
ordinary shares of 5 pence each in the capital of Plectrum, but only to the
extent that either such shares are paid up in full or arrangements are made
to ensure that such shares are paid up in full before or upon being
transferred to Capricorn,
but excludes any shares held as treasury shares on such date as Capricorn
may determine before the Offer closes (which may be a different date to the
date referred to in (ii))
"RIS" any information service authorised from time to time by the FSA for the
purpose of disseminating regulatory announcements
"subsidiary undertaking", shall be construed in accordance with the Companies Act 1985 (but ignoring
"associated undertaking", for this purpose paragraph 20(1)(b) of Schedule 4A of the Companies Act
"undertaking", or "parent 1985)
undertaking"
"substantial interest" a direct or indirect interest in 20 per cent. or more of the equity share
capital of an undertaking
"treasury shares" any Plectrum Shares held by Plectrum as treasury shares
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland
"United States" the United States of America, its territories and possessions, all areas
subject to its jurisdiction or any political subdivision thereof, any state
of the United States of America and the District of Columbia
"Wider Cairn Group" Cairn and its subsidiary undertakings (including, without limitation,
Capricorn), associated undertakings and any other undertaking in which Cairn
and such undertakings (aggregating their interests) have a substantial
interest and "member of the Wider Cairn Group" shall be construed
accordingly
"Wider Plectrum Group" Plectrum and its subsidiary undertakings, associated undertakings and any
other undertakings in which Plectrum and such undertakings (aggregating
their interests) have a substantial interest and "member of the Wider
Plectrum Group" shall be construed accordingly
All times referred to in this document are London times.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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