VPC Venture Prod.

 
TIDMVPC 
 
 

  NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY RESTRICTED JURISDICTION OR ANY OTHER JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION 

  FOR IMMEDIATE RELEASE 

  13 August 2009 

  Centrica plc 

  Final Cash Offerby Centrica Resources (UK) Limited ("Centrica Resources")a wholly-owned subsidiary of Centrica plc 

  for 

  Venture Production plc ("Venture") 

  Offer update 

  On 16 July 2009, Centrica Resources made a final cash offer to acquire the entire issued (and to be issued) share capital of Venture, not already held by it, at an offer price of 845 pence per Share (the "Offer"). 

  The Offer is final and will not be increased, except that Centrica Resources reserves the right to revise and/or increase the Offer if a competitive situation arises. 

  Levels of acceptances 

  As at 1.00 p.m. (London time) on 13 August 2009 (being the first closing date of the Offer), Centrica Resources had received valid acceptances in respect of 16,266,374 Shares, representing approximately 10.9 per cent. of the current issued share capital of Venture and approximately 9.4 per cent. of the ordinary share capital of Venture on a fully diluted basis. 

  Centrica Resources already owns 44,781,179 Shares representing approximately 29.9 per cent. of the current issued share capital of Venture and approximately 25.8 per cent. of the ordinary share capital of Venture on a fully diluted basis. 

  Accordingly, as at 1.00 p.m. (London time) on 13 August 2009, Centrica Resources either owned or had received valid acceptances of the Offer in respect of a total of 61,047,553 Shares, representing in aggregate approximately 40.8 per cent. of the issued share capital of Venture and approximately 35.2 per cent. of the ordinary share capital of Venture on a fully diluted basis. 

  Extension of Offer Period 

  Centrica Resources further announces that the Offer, which remains subject to the terms and conditions set out or referred to in the offer document posted to Shareholders on 16 July 2009 (the "Offer Document"), is being extended and will remain open for acceptance until the next closing date which will be 1.00 p.m. (London time) on Friday 28 August 2009. 

  Any further extensions of the Offer Period will be publicly announced no later than 8.00 a.m. on the Business Day following the date on which the Offer was otherwise due to expire, or such later date or time as the Panel may agree. 

  Update on anti-trust process 

  As announced by Centrica Resources on 23 July 2009, the proposed acquisition of Venture pursuant to the Offer is being assessed by the European Commission under the EC Merger Regulation. 

  As stated in that announcement, Centrica Resources believes that no material anti-trust issues are likely to arise in relation to the Offer and that the Commission's merger review process will be concluded by 26 August 2009 in accordance with the Commission's prescribed timetable. 

  Centrica Resources notes that Rule 5 of the City Code on Takeovers and Mergers restricts the acquisition of 30 per cent. or more of the voting rights in Venture, unless certain conditions specified under Rule 5.2 (c) are met. 

  Acceptance condition 

  Satisfaction of the acceptance condition for the Offer is conditional upon Centrica Resources receiving valid acceptances in respect of, or otherwise holding, such number of Shares so as to give it an interest of over 50 per cent. of the fully diluted ordinary share capital of Venture (or such lower percentage as Centrica Resources may decide, provided that such condition will not be satisfied unless Centrica Resources and/or any other members of the Centrica Group shall have acquired or agreed to acquire, whether pursuant to the Offer or otherwise, Shares carrying in aggregate more than 50 per cent. of the voting rights then normally exercisable at general meetings of Venture). The fully diluted ordinary share capital of Venture comprises: 

 
 
    -- all Shares issued and then outstanding; 
 
    -- the maximum number of Shares issuable upon the conversion of the 

       Convertible Bonds (or such lower number of Shares as Centrica 


       Resources may decide); and 

 
    -- the maximum number of Shares issuable pursuant to the Share Schemes, 

       whether or not such shares are issued or may become issuable during or 


       after the Offer Period (or such lower number of Shares as Centrica 


       Resources may decide). 

  Acceptance procedure 

  To accept the Offer in respect of Shares held in certificated form (that is, not in CREST), Shareholders should complete, sign and return the Form of Acceptance which accompanied the Offer Document together with their share certificate(s) or other relevant document(s) of title, in accordance with the instructions contained therein and set out in the Offer Document, as soon as possible and in any event so as to be received by Equiniti (Centrica Resources' registrar) by no later than 1.00 p.m. (London time) on Friday 28 August 2009. 

  If you have lost your Form of Acceptance please telephone Equiniti on 0871 384 2857 or, if calling from overseas, +44 121 415 7571, to request a replacement. 

  To accept the Offer in respect of Shares held in uncertificated form (that is, in CREST), Shareholders should follow the procedure for electronic acceptance through CREST in accordance with the instructions set out in the Offer Document so that the TTE Instruction settles as soon as possible and, in any event, by no later than 1.00 p.m. (London time) on Friday 28 August 2009. 

  Shareholders who have not accepted the Offer are urged to do so as soon as possible. 

  Interests in relevant securities 

  Except: 

  (a) as disclosed above; and 

  (b) for GBP75,500,000 Convertible Bonds held by Centrica Resources (which Centrica Resources understands are currently convertible into 8,287,596 Shares), which constitute 50 per cent. of the total number of Convertible Bonds, 

  as at the date of this announcement and since the commencement of the Offer Period, neither Centrica Resources, nor any of the directors of Centrica Resources, nor, so far as Centrica Resources is aware, any person acting in concert (within the meaning of the Code) with Centrica Resources owns or has owned or controls or has controlled any Shares or any securities convertible or exchangeable into Shares (including pursuant to any short or long exposure, whether conditional or absolute, to changes in the prices of securities) or any rights to subscribe for or purchase the same, or hold or has held any options (including traded options) in respect of, or has or has had any option to acquire, any Shares or has entered into any derivatives referenced to Shares ("Relevant Shares") which remain outstanding, nor does any such person have or has any such person had any arrangement in relation to Relevant Shares. An "arrangement" for these purposes also includes any indemnity or option arrangement, or any agreement or understanding, formal or informal, of whatever nature, relating to Relevant Shares which may be an inducement to deal or refrain from dealing in such securities, or any borrowing or lending of Relevant Shares that have not been on-lent or sold. 

  In addition to the above, as required by the Code, Centrica Resources confirms as follows: 

  (a) no acceptances of the Offer have been received from parties acting in concert (within the meaning of the Code) with Centrica Resources; and 

  (b) neither Centrica Resources, nor any person acting in concert (within the meaning of the Code) with Centrica Resources, has received any irrevocable commitments or letters of intent in respect of Shares to accept the Offer. 

  Convertible Bond Offer 

  Both the announcement of a firm intention to make the Offer and the Offer Document stated that Centrica Resources would comply with the requirements of the Code and make an appropriate offer or proposal to the holders of Convertible Bonds (the "Convertible Bond Offer"). The Convertible Bond Offer was made on Wednesday 29 July 2009. 

  Centrica Resources further announces that the Convertible Bond Offer, which remains subject to its terms and condition, is being extended and will remain open for acceptance until the next closing date which will be 1.00 p.m. (London time) on Friday 28 August 2009. 

  Unless otherwise defined herein, capitalised terms used but not defined in this announcement shall have the meaning given to them in the Offer Document. 

  Enquiries 

 
Centrica Investor Relations                                01753 494 900 
Centrica Media Relations                                   08450 728 001 
Julian Metherell              Goldman Sachs International  020 7774 1000 
Mark Sorrell 
Phil Raper 
Bob McGuire                   J.P. Morgan Cazenove         020 7588 2828 
Barry Weir 
Mark Crossley                 RBS                          020 7678 8000 
Andrew Foster 
 
 

  This announcement does not constitute or form part of any offer or invitation to sell or purchase any securities or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, pursuant to the Offer or otherwise.The Offer is made solely by the Offer Document which contains the full terms and conditions of the Offer, including details of how the Offer may be accepted.Please carefully read the Offer Document in its entirety before making a decision with respect to the Offer. 

  APPENDIX 

  SOURCES OF INFORMATION AND BASES OF CALCULATION 

  1. In this announcement references to "the ordinary share capital of Venture on a fully diluted basis" means 173,468,064 Shares, such number of Shares being the total of: 

  (A) 149,769,828 Shares, being the current issued share capital of Venture; 

  (B) 7,123,044 Shares, being the maximum number of Shares which Centrica Resources estimates could be required to be allotted and/or issued pursuant to the Share Schemes; and 

  (C) 16,575,192 Shares, being the maximum number of Shares that Centrica Resources estimates could be required to be allotted and/or issued pursuant to the conversion of the Convertible Bonds. 

  2. Unless otherwise stated, in this announcement: 

  (A) reference to the existing issued share capital of Venture is based on 149,769,828 Shares being in issue (as sourced from the Regulatory Information Service announcement released by Venture on 18 March 2009); 

  (B) reference to the number of Shares that could be required to be allotted and/or issued pursuant to the Share Schemes is based on information received by Centrica Resources from Venture; and 

  (C) reference to the number of Shares that would result from the conversion of GBP151,000,000 Convertible Bonds is based on the current conversion price of 911 pence per Share. 

  3. In this announcement, references to Centrica Resources holding approximately 25.8 per cent. of the ordinary share capital of Venture on a fully diluted basis is calculated by dividing the 44,781,179 Shares that Centrica Resources already owns by 173,468,064 Shares as referred to in paragraph 1 of this Appendix. As such, this calculation expressly excludes from the numerator for this calculation 8,287,596 Shares which Centrica Resources estimates would result if Centrica Resources were to convert the GBP75,500,000 Convertible Bonds it holds at the current conversion price of 911 pence per Share (as Centrica Resources is prohibited by the terms of its final offer and the Code from so doing) even though 16,575,192 Shares, being the maximum number of Shares that Centrica Resources estimates could be required to be allotted and/or issued pursuant to the conversion of the Convertible Bonds, is included in the denominator for this calculation. 

  4. In this announcement, references to Centrica Resources either owning or having received valid acceptances of the Offer in respect of approximately 35.2 per cent. of the ordinary share capital of Venture on a fully diluted basis is calculated by dividing the 61,047,553 Shares that Centrica Resources either owns or has received valid acceptances of the Offer in respect of by 173,468,064 Shares as referred to in paragraph 1 of this Appendix. As such, this calculation expressly excludes from the numerator for this calculation 8,287,596 Shares which Centrica Resources estimates would result if Centrica Resources were to convert the GBP75,500,000 Convertible Bonds it holds at the current conversion price of 911 pence per Share (as Centrica Resources is prohibited by the terms of its final offer and the Code from so doing) even though 16,575,192 Shares, being the maximum number of Shares that Centrica Resources estimates could be required to be allotted and/or issued pursuant to the conversion of the Convertible Bonds, is included in the denominator for this calculation. 

  Goldman Sachs International, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Centrica and Centrica Resources as financial adviser in relation to the Offer and is not acting for or advising any other person and accordingly will not be responsible to any person other than Centrica and Centrica Resources for providing the protections afforded to the customers of Goldman Sachs International or for providing advice in relation to the contents of this announcement or any offer or arrangements referred to herein or in the Offer Document. 

  J.P. Morgan Cazenove, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Centrica and Centrica Resources as financial adviser in relation to the Offer and is not acting for or advising any other person and accordingly will not be responsible to any person other than Centrica and Centrica Resources for providing the protections afforded to the customers of J.P. Morgan Cazenove or for providing advice in relation to the contents of this announcement or any offer or arrangements referred to herein or in the Offer Document. 

  RBS Corporate Finance Limited and RBS Hoare Govett Limited, which are authorised and regulated in the United Kingdom by the Financial Services Authority, are acting for Centrica and Centrica Resources as financial advisers in relation to the Offer and are not acting for or advising any other person and accordingly will not be responsible to any person other than Centrica and Centrica Resources for providing the protections afforded to the customers of RBS Corporate Finance Limited and RBS Hoare Govett Limited or for providing advice in relation to the contents of this announcement or any offer or arrangements referred to herein or in the Offer Document. 

  The Offer is made solely by Centrica Resources and neither Goldman Sachs International nor J.P. Morgan Cazenove nor RBS Corporate Finance Limited nor RBS Hoare Govett Limited nor any of their respective affiliates are making the Offer. 

  The Offer is for the securities of a corporation organised under the laws of Scotland and is subject to the procedure and disclosure requirements of the United Kingdom, which are different from those of the United States. The Offer is being made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the US Securities Exchange Act of 1934, as amended (the "Exchange Act"), subject to the exemptions provided by Rule 14d-1(d) under the Exchange Act and otherwise in accordance with the requirements of The City Code on Takeovers and Mergers (the "Code"). Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, the offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and laws. 

  It may be difficult for US holders of Shares and other securities to enforce their rights and any claim arising out of the US federal securities laws, since Centrica Resources and Centrica and Venture are located outside of the United States, and some or all of their officers and directors may be resident outside of the United States. US holders of Venture securities may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the US securities laws. Further, it may be difficult to compel a foreign company and its affiliates to subject themselves to a US court's judgment. 

  To the extent permitted by applicable law, in accordance with, and to the extent permitted by, the Code and normal UK market practice and Rule 14e-5 under the Exchange Act, Centrica Resources or its nominees or brokers (acting as agents) or their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, Shares, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Such purchases, or arrangements to purchase, will comply with all applicable UK rules, including the Code and the rules of the London Stock Exchange, and Rule 14e-5 under the Exchange Act to the extent applicable. In addition, in accordance with, and to the extent permitted by, the Code, normal UK market practice and Rule 14e-5 under the Exchange Act, Goldman Sachs International, J.P. Morgan Cazenove, RBS Corporate Finance Limited, RBS Hoare Govett Limited and their respective affiliates will continue to act as exempt principal traders in Shares on the London Stock Exchange and engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law, including Rule 14e-5 under the Exchange Act. Any information about such purchases will be disclosed on a next day basis to the Panel on Takeovers and Mergers and will be available from any Regulatory Information Service including the Regulatory News Service on the London Stock Exchange website, www.londonstockexchange.com. To the extent that such information is made public in the United Kingdom, this information will also be publicly disclosed in the United States. 

  The receipt of cash pursuant to the Offer by a US Shareholder will be a taxable transaction for US federal income tax purposes. Please see Part I of the Offer Document for a discussion of certain UK and US federal income tax consequences of the Offer. Each holder of Venture securities is urged to consult his independent professional adviser immediately regarding the tax consequences of acceptance of the Offer. 

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

  The Offer is not directed to Shareholders located in the US state of Oregon. Centrica Resources will not accept securities tendered by, or make cash payments to, Shareholders located in Oregon unless such Shareholder is represented by and acting through a broker-dealer registered in Oregon who accepts responsibility for effecting the transaction. 

  Unless otherwise determined by Centrica Resources, the Offer is not being, and will not be, made, directly or indirectly, in or into or by the use of the mails of, or by any other means (including, without limitation, electronic mail, facsimile transmission, telex, telephone, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facility of a national securities exchange of any Restricted Jurisdiction and will not be capable of acceptance by any such use, means or facility or from within any such Restricted Jurisdiction. Accordingly, unless otherwise determined by Centrica Resources, copies of 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 custodians, nominees and trustees) must not mail or otherwise forward, distribute or send any such documents in or into or from any such Restricted Jurisdiction, as doing so may invalidate any purported acceptance of the Offer. Any person (including, without limitation, custodians, nominees and trustees) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward the Offer Document and/or any other related document to any jurisdiction outside the United Kingdom or the United States should inform themselves of, and observe, any applicable legal or regulatory requirements of any relevant jurisdiction. Neither the US Securities and Exchange Commission (the "SEC") nor any US state securities commission has approved or disapproved the Offer or passed upon the adequacy or completeness of the Offer Document. Any representation to the contrary is a criminal offence. 

  The Offer Document has been prepared for the purposes of complying with English and Scottish law and the Code and the information disclosed may not be the same as that which would have been disclosed if the Offer Document had been prepared in accordance with the laws and regulations of any jurisdiction outside of England or Scotland. 

  Reduction of the Acceptance Condition 

  The Offer is conditional, amongst other things, on valid acceptances being received (and not, where permitted, withdrawn) by 1.00 p.m. (London time) on 28 August 2009 so as to result in Centrica Resources having received pursuant to the Offer or otherwise such number of Shares so as to give it an interest of over 50 per cent. of the fully diluted ordinary share capital of Venture or such lower percentage as Centrica Resources may decide provided that such condition will not be satisfied unless Centrica Resources and/or any other members of the Centrica Group shall have acquired or agreed to acquire, whether pursuant to the Offer or otherwise, Shares carrying in aggregate more than 50 per cent. of the voting rights then normally exercisable at general meetings of Venture (the "Acceptance Condition"). Centrica Resources reserves the right to reduce the percentage of Shares required to satisfy the Acceptance Condition at any time prior to all the Conditions being satisfied, fulfilled or, where permitted, waived. 

  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 per cent. or more of any class of "relevant securities" of Venture, 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 p.m. on the 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 Venture, 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 Venture by Centrica or Venture, or by any of their respective "associates", must be disclosed by no later than 12.00 noon on the 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 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. 

  Venture American Depositary Shares 

  The Offer shall not extend to American Depositary Shares ("Venture ADSs") with respect to Shares. In order for holders of Venture ADSs to participate in the Offer, such holders would need first to withdraw their underlying Shares from the relevant depositary facility, by exchanging their Venture ADSs with the relevant depositary for the underlying Shares in time to be able to participate in the Offer, or make such other arrangements as the depositary may agree to in order for it to accept the offer on their behalf. 

  Publication on Centrica website 

  A copy of this announcement and the Offer Document is and will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on Centrica's website at www.centrica.com during the course of the Offer.