Recommendation to accept the Offer from Centrica
August 25 2009 - 5:58AM
UK Regulatory
TIDMVPC TIDMCNA
RNS Number : 9545X
Venture Production plc
25 August 2009
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| NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, |
| INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A |
| VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. |
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| 25 August 2009 |
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| |
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| FOR IMMEDIATE RELEASE | |
| | |
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Recommendation to accept the Offer from Centrica
On 16 July 2009, Centrica Resources (UK) Limited ('Centrica') made a final cash
offer to acquire the entire issued (and to be issued) share capital of Venture
Production ('Venture'), not already held by it, at an offer price of 845 pence
per share (the 'Offer'). On 21 August 2009 the Offer became a mandatory cash
offer.
The Board of Venture Production notes the announcement by Centrica on 24 August
2009 that:
(a) as at 6:24pm (London time) on 24 August 2009 Centrica either owned or had
received valid acceptances of the Offer in respect of a total of
87,868,240 shares, representing in aggregate approximately 58.7 per cent. of the
issued share capital of Venture; and
(b) subject to the settlement of a sufficient number of the acquisitions
announced by Centrica on 24 August 2009, Centrica will either own or have
received valid acceptances of the Offer greater than 50 per cent of the existing
issued share capital of Venture and will be able to declare the Offer wholly
unconditional.
The Board of Venture continues to believe that Centrica's final offer
substantially undervalues Venture. However, the Board recognises that, in the
event that the Offer is declared wholly unconditional, Centrica will have
control of Venture. Furthermore, should Centrica receive acceptances which
result in Centrica holding 75 per cent or more of Venture's shares, Centrica's
stated intention is to procure that Venture applies to the UK Listing Authority
for the cancellation of its listing on the Official List and to the London Stock
Exchange for the cancellation of its admission to trading. Consequently,
there is a risk that Venture shareholders who do not accept the Offer could, as
a result, own a minority interest in an unlisted company. This would
significantly reduce the liquidity and marketability of Venture shares.
Therefore, the Board, which has been so advised by Rothschild, Lambert Energy,
Oriel and UBS Investment Bank, recommends that, in the event that the Offer is
declared wholly unconditional by Centrica, shareholders accept the Offer, as the
directors have decided they will do in respect of their own
beneficial holdings.
Larry Kinch and ArcLight Capital Partners, LLC ('ArcLight') have informed the
Board that they intend to assent the shares they control (in the case of
ArcLight including those held through a partnership with co-investors) into the
Offer, representing an aggregate holding of approximately 19.2 million Venture
shares or 12.8 per cent of the issued share capital of Venture.
The Offer will remain open for acceptance until the next closing
date, which will be 1.00 pm (London time) on 14 September 2009. Full details of
how to accept the Offer are set out in the Offer document, published on 16 July
2009.
Venture shareholders who require assistance in accepting the Offer (or
who require a replacement Form of Acceptance and Election) should
telephone Equiniti Limited ('Equiniti') (the receiving agent for the Offer),
on 0871 384 2857 (from within the United Kingdom) or +44 121 415 7571 (from
outside the United Kingdom).
However, Venture shareholders should be aware that Equiniti cannot provide any
financial, legal or taxation advice in connection with the Offer nor any advice
on the merits of the Offer. Venture shareholders who are in any doubt as to what
action to take are recommended to seek their own personal financial advice
immediately from their stockbroker, bank manager, solicitor, accountant or other
independent financial adviser authorised under the Financial Services and
Markets Act 2000 if they are resident in the United Kingdom or, if not, from
another appropriately authorised financial adviser in their own jurisdiction.
A copy of this announcement is available to view on Venture's website at
www.venture-production.com.
Enquiries:
+-----------------------------------------------+--------------------------+
| Venture Production plc | Telephone: |
| Mike Wagstaff, Chief Executive | +44 122 461 9000 |
| | |
| Brunswick | |
| Patrick Handley | Telephone: |
| | +44 207 404 5959 |
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| Additional information |
| 1. Disclosure of interest and dealings |
| 1.1 Since the publication by the Company of the Valuation Circular there have been the following |
| material changes in the interests and dealings of IFG Trust (Jersey) Limited as trustee of |
| the Venture Production Employee Benefit Trust in Ordinary Shares. |
| (a) Dealings in Ordinary Shares by IFG Trust (Jersey) Limited |
| 58,977 Ordinary Shares were purchased on 14 August 2009 on the London Stock |
| Exchange at 841 pence per Ordinary Share. |
| (b) Interests of IFG Trust (Jersey) Limited in Ordinary Shares |
| As at close of business on 24 August 2009 (the latest practicable date prior to |
| publication of this document), 1,929,766 Ordinary Shares were held on trust for the |
| Venture Production Employee Benefit Trust. |
| 2. Directors interests in relevant securities of Venture |
| As at the close of business on 24 August 2009 (the latest practicable date prior to |
| publication of this document) the Directors, their immediate families and related trusts were |
| unconditionally interested in the following Ordinary Shares: |
| |
| Director Number of Ordinary Shares |
| Mike Wagstaff 2,491,671 ¹ |
| Jonathan Roger 150,182² |
| Rod Begbie 391,026³ |
| John Morgan 210,000 |
| Larry Kinch 11,049,5724 |
| Tom Blades 7,0005 |
| Robb Turner 8,110,2086 |
| |
| Director Number of Ordinary Details |
| Shares |
| Mike Wagstaff 103,063 (maximum) Under the Long Term |
| 103,063 Share Incentive Plan |
| (maximum) 2006 based on |
| Under the Venture's |
| Long Term performance for |
| Share financial years 2007 |
| Incentive to 2009 and will |
| Plan 2006 vest in 2010. |
| based on |
| Venture's |
| performance |
| for financial |
| years 2007 to |
| 2009 and |
| will vest in |
| 2010. |
| |
| 700,000* Under the Long Term |
| Share Incentive Plan |
| 2008 based on |
| Venture's |
| performance for |
| financial years 2008 |
| to 2011 and will |
| vest in 2011 or |
| 2012. |
| 56,284 Under the Annual |
| Deferred Share Bonus |
| Plan entitlement to |
| shares in respect of |
| performance of |
| Venture for the |
| financial year ended |
| 31 December 2007. |
| Shares will vest in |
| April 2010. |
| 67,124 Under the Employee |
| Annual Bonus Plan |
| 2008 entitlement to |
| shares in respect of |
| performance of |
| Venture for the |
| financial year ended |
| 31 December 2008. |
| Shares will vest in |
| January 2011. |
| 9,272 Held by Share |
| Nominees Limited as |
| trustee under the |
| Share Incentive Plan |
| with The Share |
| Centre. |
| Jonathan 40,418 (maximum) Under the Long Term |
| Roger Share Incentive Plan |
| 2006 based on |
| Venture's |
| performance for |
| financial years 2007 |
| to 2009 and will |
| vest in 2010. |
| 500,000* Under the Long Term |
| Share Incentive Plan |
| 2008 based on |
| Venture's |
| performance for |
| financial years 2008 |
| to 2011 and will |
| vest in 2011 or |
| 2012. |
| 20,220 Under the Annual |
| Deferred Share Bonus |
| Plan for 2008 |
| entitlement to |
| shares in respect of |
| performance of |
| Venture for the |
| financial year ended |
| 31 December 2007. |
| Shares will vest in |
| April 2010. |
| 27,113 Under the Employee |
| Annual Bonus Plan |
| 2008 entitlement to |
| shares in respect of |
| performance of |
| Venture for the |
| financial year ended |
| 31 December 2008. |
| Shares will vest in |
| January 2011. |
| 7,958 Held by Share |
| Nominees Limited as |
| trustee under the |
| Share Incentive Plan |
| with The Share |
| Centre. |
| Peter Turner 500,000* Under the Long Term |
| Share Incentive Plan |
| 2008 based on |
| Venture's |
| performance for |
| financial years 2008 |
| to 2011 and will |
| vest in 2011 or 2012 |
| 1,870 Under the Annual |
| Deferred Share Bonus |
| Plan for 2008 |
| entitlement to |
| shares in respect of |
| performance of |
| Venture for the |
| financial year ended |
| 31 December 2007. |
| Shares will vest in |
| April 2010. |
| 60,000 Options at 775p each |
| under the 2002 |
| Employee Share |
| Option Scheme. |
| Exercisable from 19 |
| November 2008 |
| (30,000) and 19 |
| November 2009 |
| (30,000). |
| 41,213 Under the Employee |
| Annual Bonus Plan |
| 2008 entitlement to |
| shares in respect of |
| performance of |
| Venture for the |
| financial year ended |
| 31 December 2008. |
| Shares will vest in |
| January 2011. |
| 1,155 Held by Share |
| Nominees Limited as |
| trustee under the |
| Share Incentive Plan |
| with The Share |
| Centre. |
| Rod Begbie 45,016 (maximum) Under the Long Term |
| Share Incentive Plan |
| 2006 based on |
| Venture's |
| performance for |
| financial years 2007 |
| to 2009 and will |
| vest in 2010. |
| 500,000* Under the Long Term |
| Share Incentive Plan |
| 2008 based on |
| Venture's |
| performance for |
| financial years 2008 |
| to 2011 and will |
| vest in 2011 or |
| 2012. |
| |
| |
| 24,266 Under the Annual |
| Deferred Share Bonus |
| Plan for 2008 |
| entitlement to |
| shares in respect of |
| performance of |
| Venture for the |
| financial year ended |
| 31 December 2007. |
| Shares will vest in |
| April 2010. |
| 41,213 Under the Employee |
| Annual Bonus Plan |
| 2008 entitlement to |
| shares in respect of |
| performance of |
| Venture for the |
| financial year ended |
| 31 December 2008. |
| Shares will vest in |
| January 2011. |
| 9,272 Held by Share |
| Nominees Limited as |
| trustee under the |
| Share Incentive Plan |
| with The Share |
| Centre. |
| |
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The Directors of Venture accept responsibility for the information
contained in this announcement. To the best of the knowledge and belief of the
Directors, who have taken all reasonable care to ensure such is the case, the
information contained in this announcement is in accordance with the facts and
does not omit anything likely to affect the import of such information.
N M Rothschild & Sons Limited, which is authorised and regulated by the
Financial Services Authority in the United Kingdom, is acting as financial
adviser to Venture and no one else in connection with the offer and will not be
responsible to anyone other than Venture for providing the protections afforded
to clients of Rothschild or for providing advice in relation to the contents of
this announcement.
Lambert Energy Advisory Limited, which is authorised and regulated by the
Financial Services Authority in the United Kingdom, is acting as financial
adviser to Venture and no one else in connection with the offer and will not be
responsible to anyone other than Venture for providing the protections afforded
to clients of Lambert Energy Advisory Limited or for providing advice in
relation to the contents of this announcement.
UBS Investment Bank, is acting as financial adviser and broker to Venture and no
one else in connection with the matters set out in this announcement and will
not be responsible to anyone other than Venture for providing the protections
afforded to clients of UBS Investment Bank or for providing advice in relation
to the contents of this announcement.
Oriel Securities Limited, which is authorised and regulated by the Financial
Services Authority in the United Kingdom, is acting as financial adviser and
broker to Venture and no one else in connection with the matters set out in this
announcement and will not be responsible to anyone other than Venture for
providing the protections afforded to clients of Oriel Securities Limited or for
providing advice in relation to the contents of this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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