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 

  21 August 2009 

  Centrica plc 

  Mandatory Cash Offer 

  by Centrica Resources (UK) Limited ("Centrica Resources") 

  a wholly-owned subsidiary of Centrica plc 

  for 

  Venture Production plc ("Venture") 

  1.Summary 

 
 
    -- As announced by the European Commission today, the proposed 

       acquisition of Venture pursuant to the Offer has been cleared. As a 


       consequence, the restrictions contained in Rule 5 of the City Code on 


       Takeovers and Mergers (the "Code") relating to the acquisition 


       of Venture Shares no longer apply to Centrica Resources. 

 
    -- Centrica Resources has today acquired 2,606,049 Shares, representing 

       approximately 1.7 per cent. of the existing issued share capital of 


       Venture, at 845 pence per Share. 

 
    -- As a result, Centrica Resources now owns a total of 47,387,228 Shares 

       representing approximately 31.6 per cent. of the existing issued share 


       capital of Venture. Accordingly, taking the acceptance level as at 


       5.00 p.m. on Friday 21 August 2009 and Centrica Resources' holding in 


       Venture at the time of this announcement, Centrica Resources either 


       owned or had received valid acceptances of the Offer in respect of a 


       total of 62,695,503 Shares, representing in aggregate approximately 


       41.9 per cent. of the issued share capital of Venture. 

 
    -- In accordance with Rule 9 of the Code, Centrica Resources therefore 

       announces that its final cash offer, in respect of the entire issued 


       and to be issued share capital of Venture not already held by it, at a 


       price of 845 pence for each Share, now constitutes a mandatory cash 


       offer (the "Offer"). 

 
    -- The Offer is now conditional solely on Centrica Resources having 

       received acceptances in respect of Shares which, together with Shares 


       acquired before or during the Offer, will result in Centrica Resources 


       and any person acting in concert (within the meaning of the Code) with 


       Centrica Resources holding Shares carrying more than 50 per cent. of 


       the voting rights of Venture. 

 
    -- Shareholders who have already accepted the Offer need take no further 

       action. 

 
    -- The Offer is extended and will remain open for acceptance until 1.00 

       p.m. (London time) on Monday 14 September 2009 (and, unless the 


       Acceptance Condition is satisfied by that time, cannot, without the 


       consent of the Panel, be extended thereafter). 

 
    -- 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. 

  2.Offer condition 

  As detailed in Appendix I, the Offer is now conditional solely on Centrica Resources having received acceptances in respect of Shares which, together with Shares acquired before or during the Offer, will result in Centrica Resources and any person acting in concert (within the meaning of the Code) with Centrica Resources holding Shares carrying more than 50 per cent. of the voting rights of Venture. 

  3.Levels of acceptances 

  As at 5.00 p.m. (London time) on Friday 21 August 2009, Centrica Resources had received valid acceptances in respect of 15,308,275 Shares, representing approximately 10.2 per cent. of the current issued share capital of Venture. 

  Centrica Resources already owns 47,387,228 Shares representing approximately 31.6 per cent. of the current issued share capital of Venture. 

  Accordingly, taking the acceptance level as at 5.00 p.m. on Friday 21 August 2009 and Centrica Resources' holding in Venture at the time of this announcement, Centrica Resources either owned or had received valid acceptances of the Offer in respect of a total of 62,695,503 Shares, representing in aggregate approximately 41.9 per cent. of the issued share capital of Venture. 

  4.Extension of Offer Period 

  Centrica Resources further announces that the Offer, which is subject to the Acceptance Condition, is being extended and will remain open for acceptance until 1.00 p.m. (London time) on Monday 14 September 2009 (and, unless the Acceptance Condition is satisfied by that time, cannot, without the consent of the Panel, be extended thereafter). 

  As a result of this extension, Friday 28 August 2009 is no longer a closing date for the Offer and, therefore, no announcement of the level of acceptances as of that date will be made. 

  5.Settlement 

  Subject to the Offer becoming or being declared wholly unconditional (except as provided in paragraph 6 of Part B of Appendix I to the Offer Document in the case of Shareholders who are not resident in the UK or the United States), settlement of the consideration to which any Shareholder is entitled under the Offer will be despatched to validly accepting Shareholders (i) in the case of acceptances received, valid and complete in all respects, by the date on which the Offer becomes or is declared wholly unconditional, within 7 days of such date; or (ii) in the case of acceptances received, valid and complete in all respects, after the date on which the Offer becomes or is declared wholly unconditional but while the Offer remains open for acceptance, within 7 days of such receipt, and in either case in the manner otherwise described in paragraph 18 of Part I of the Offer Document. 

  6.Centrica Resources as a significant shareholder 

  The Panel has confirmed to Centrica Resources that it will not impose any voting restrictions on Centrica Resources' stake in Venture, or require Centrica Resources to reduce its stake in Venture, if the Offer lapses for failure to satisfy the Acceptance Condition. 

  Centrica Resources currently owns approximately 31.6 per cent. of the issued share capital of Venture and is seeking to purchase additional Shares to further increase its stake. Any such purchases shall be conducted on the London Stock Exchange at 845 pence per Share, but subject to and in accordance with the requirements of all relevant securities laws, including in particular Rule 14e-5 under the Exchange Act. In the event that the Offer lapses for failure to satisfy the Acceptance Condition, Centrica Resources may still be in a position to exert significant control over Venture. 

  7.De-listing and cancellation of trading 

  If Centrica Resources receives acceptances of the Offer which would result in Centrica Resources holding Shares carrying 75 per cent. or more of the voting rights of Venture, Centrica Resources intends to procure that Venture applies to the UK Listing Authority for the cancellation of listing of Shares on the Official List and to the London Stock Exchange for the cancellation of admission to trading of Shares on its main market for listed securities. 

  It is anticipated that cancellation of the listing of Shares on the Official List, and of admission to trading of Shares on the London Stock Exchange's main market for listed securities, will take effect no earlier than 20 Business Days after the earlier of: (i) the date on which Centrica Resources has, by virtue of its shareholdings and acceptances of the Offer, acquired or agreed to acquire issued share capital carrying 75 per cent. or more of the voting rights of Venture; and (ii) the first date of issue of compulsory acquisition notices under section 979 of the Companies Act 2006. Centrica Resources will notify Shareholders when the required threshold has been attained and confirm that the notice period has commenced and the anticipated date of cancellation and delisting. 

  Following such cancellation and delisting, Centrica Resources intends to procure that Venture re-registers from a public limited company to a private limited company. Such cancellation, delisting and re-registration will significantly reduce the liquidity and marketability of Shares. 

  8.Interests in relevant securities 

  Except: 

  (a) as disclosed in this announcement; 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, 

  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 has owned 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 has held any options (including traded options) in respect of, or has had any option to acquire, any Shares or has entered into any derivatives referenced to Shares ("Relevant Shares") which remain outstanding, nor 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. 

  9.Procedure for acceptance of the Offer 

  Shareholders who have already accepted the Offer need take no further action and should ignore the Form of Acceptance which will be enclosed with the copy of this announcement which will be sent to them. 

  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, and which will be re-sent to Shareholders along with a copy of this announcement for their convenience, 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 Monday 14 September 2009. 

  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 Monday 14 September 2009. 

  10.Convertible Bond Offer 

  Centrica Resources further announces that the Convertible Bond offer, which was made by Centrica Resources on Wednesday 29 July 2009 (the "Convertible Bond Offer"), is being extended and shall remain open for acceptance until 1.00 p.m. (London time) on Monday 14 September 2009. 

  As a result of this extension, Friday 28 August 2009 is no longer a closing date for the Convertible Bond Offer. 

  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. 

  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 and this 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. 

  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. 

  APPENDIX I 

  CONDITION AND CERTAIN FURTHER TERMS OF THE MANDATORY CASH OFFER 

  The Offer is now conditional only upon valid acceptances being received (and, not, where permitted, withdrawn) by not later than 1.00 p.m. on Monday 14 September 2009 (or such later time(s) and/or date(s) as Centrica Resources may, with the consent of the Panel, decide) in respect of such number of Shares as would result in Centrica Resources and any person acting in concert (within the meaning of the Code) with Centrica Resources having 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. For the purpose 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 Venture; 

  (ii) Shares that cease to be held in treasury before the Offer becomes or is declared unconditional as to acceptances are Shares to which the Offer relates; and 

  (iv) except with the consent of the Panel, Shares which have been borrowed by Centrica Resources cannot be counted towards fulfilling the condition. 

  Except for the Condition set out in paragraph 1(A) of Part A of Appendix I of the Offer Document, which has been replaced by the Acceptance Condition, the Conditions set out in paragraph 1 of Part A of Appendix I to the Offer Document shall not apply to the Offer. 

  Unless otherwise defined herein, terms defined in the Offer Document have the same meaning in this announcement. The following definitions apply throughout this announcement, unless the context requires otherwise: 

  "Acceptance Condition" means the condition to the Offer as set out in Appendix I of this announcement. 

  "Form of Acceptance" means the form of acceptance, and authority, relating to the Offer which accompanied the Offer Document and which will be re-sent to Shareholders together with a copy of the announcement. 

  "Offer" has the meaning given in paragraph 1 of this announcement. 

  "Offer Document" means the offer document posted to Shareholders on 16 July 2009. 

  APPENDIX II 

  ADDITIONAL INFORMATION 

  1.Responsibility 

  The directors of each of Centrica Resources and Centrica accept responsibility for the information contained in this announcement save that the only responsibility accepted by them in respect of such information as relates to Venture (which has been compiled from public records) has been to ensure that such information has been correctly and fairly reproduced and compiled. To the best of the knowledge and belief of the directors of each of Centrica Resources and Centrica (who have taken all reasonable care to ensure that such is the case) the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information. 

  2.Disclosure of dealings 

  Since the publication of the Offer Document the following dealing for value in relevant Venture securities by Centrica Resources had taken place: 

 
Transaction Type   Number of Shares  Date            Price 
=-------------------------------------------------------------- 
Purchase           2,606,049         21 August 2009  845 pence 
=-------------------------------------------------------------- 
 
 

  Since the publication of the Offer Document there have been no dealings for value in relevant Venture securities by persons acting in concert with Centrica Resources. 

  3.Basis of calculations and sources of information 

  Unless otherwise stated, in this announcement: 

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

  (b) reference to the number of Shares that would result from the conversion of GBP75,500,000 Convertible Bonds is based on the current conversion price of 911 pence per Share. 

  4.Documents available for inspection 

  Copies of this announcement, the Offer Document and the Form of Acceptance and all the other documents listed in paragraph 12 of Appendix IV of the Offer Document are available for inspection during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the office of Slaughter and May at One Bunhill Row, London EC1Y 8YY until the end of the Offer Period. This announcement, the Offer Document and certain other announcements relevant to the Offer are also 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. 

  Any Shareholder, Convertible Bondholder or holder of options or awards under the Share Schemes may request a copy of the documents listed in paragraph 13 of Appendix IV of the Offer Document in hard copy form. A hard copy of such documents will not be sent to such persons unless requested from The Company Secretary of Centrica by way of either written request to The Company Secretary, Millstream, Maidenhead Road, Windsor, Berkshire, SL4 5GD or request by telephone on 01753 494 011 (when telephoning from inside the UK) or +44 (0)1753 494 011 (when telephoning from outside the UK). If requested, copies will be provided within two Business Days of such request. 

  5.Other information 

  Save as disclosed in this announcement, there have been no material changes to the information contained in the Offer Document.