COV Cove Energy

TIDMCOV

RNS Number : 2168K

PTT Exploration & Prod PublicCo Ltd

17 August 2012

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

17 August 2012

Recommended Cash Offer

by

PTTEP Africa Investment Limited (a wholly-owned subsidiary of PTT Exploration and Production Public Company Limited)

for

Cove Energy plc

Offer Update - Offer Wholly Unconditional

Offer declared wholly unconditional

Further to its announcement on 31 July 2012 that the Acceptance Condition had been satisfied, PTTEP AI today announces that all of the conditions to the recommended Offer for Cove have been satisfied or waived and, accordingly, the Offer is declared wholly unconditional.

The Offer will remain open until further notice and at least 14 days' notice will be given of the closing of the Offer. Cove Shareholders who have not yet accepted the Offer are urged to do so without delay.

Level of Acceptances

As at 1:00 p.m. (London time) on 16 August 2012, PTTEP AI had received valid acceptances from Cove Shareholders in respect of 463,082,225 Cove Shares representing approximately 94.32% per cent. of the existing issued share capital of Cove, which PTTEP AI may count towards the satisfaction of the acceptance condition to the Offer. So far as PTTEP AI is aware, none of these acceptances have been received from persons acting in concert with PTTEP AI.

Extension of the Offer and further acceptances

The Offer remains open for acceptance until further notice. At least 14 days' notice will be given to those Cove Shareholders who have not then accepted the Offer prior to the closing of the Offer. Cove Shareholders who have not yet accepted the Offer are urged to do so as soon as possible.

-- If you hold Cove Shares in certificated form (that is, not in CREST), you should complete and return the Form of Acceptance (together with your share certificate(s) and/or other relevant document(s) of title) as soon as possible and in any event so as to be received by the Receiving Agent, Computershare Investor Services (Ireland) Limited, by post at P.O. Box 954, Business Reply Centre, Dublin 18, Ireland, or by hand (during normal business hours only) at Heron House, Corrig Road, Sandyford Industrial Estate, Dublin 18, Ireland.

-- If you hold your Cove Shares in uncertificated form (that is, in CREST), you should ensure that an Electronic Acceptance is made by you or on your behalf.

Full details of how to accept the Offer are set out in the Offer Document, a copy of which is available on PTTEP's website at http://www.pttep.com/en/investorRelations.aspx.

Delisting

As PTTEP AI is in receipt of valid acceptances in respect of at least 75% of the voting rights of Cove, PTTEP has requested that Cove applies to the London Stock Exchange for the cancellation of trading in Cove Shares on AIM on 20 Business Days' notice.

Such cancellation will reduce the liquidity and marketability of any Cove Shares not assented to the Offer at that time.

It is also proposed that, after Cove Shares are delisted, Cove will be re-registered as a private company.

Compulsory acquisition

PTTEP AI understands that Cove will today conditionally allot 17,917,647 new ordinary shares of 1p each in Cove as a result of the exercise of options by Directors and a consultant of Cove (the "New Shares"). The New Shares will be allotted conditionally upon admission to AIM and an application will be made for the New Shares to be admitted to AIM. The New Shares will be accepted to the Offer pursuant to a cashless exercise facility made available by PTTEP AI to the optionholders. It is expected that admission to AIM will occur on or around 23 August 2012 and the New Shares will be accepted to the Offer immediately thereafter.

The right to compulsorily acquire the remaining Cove Shares will be exercised once the New Shares have been admitted to AIM and accepted to the Offer based on the acceptance level and issued share capital at that point. A further announcement will be made at the commencement of the compulsory acquisition procedure.

Settlement

The consideration to which any Cove Shareholder is entitled under the Offer will be settled (i) in the case of valid acceptances received on or before 1.00 p.m. on 17 August 2012, on or before 31 August 2012; and (ii) in the case of valid acceptances received after 1.00 p.m. on 17 August 2012 but while the Offer remains open for acceptance, within 14 days of such receipt, in each case in the manner described in the Offer Document.

Interests in relevant securities

As at close of business on 15 August 2012 (being the latest practicable date prior to the publication of this announcement), neither PTTEP AI, nor any person acting in concert with PTTEP AI, is interested in, or has any rights to subscribe for, any relevant securities of Cove, nor does any such person have any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative or any arrangement in relation to any relevant securities of Cove. For these purposes, "arrangement" includes any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of any relevant securities of Cove and any borrowing or lending of any relevant securities of Cove which have not been on-lent or sold and any outstanding irrevocable commitment or letter of intent with respect to any relevant securities of Cove.

A copy of this announcement will be made available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on PTTEP's website at http://www.pttep.com/en/investorRelations.aspx by no later than 12 noon (London time) on 20 August 2012.

Capitalised terms used in this announcement have the meanings given to them in the Offer Document.

Enquiries:

PTT Exploration and Production Public Company Limited (Investor relations)

Energy Complex Building A

6th Floor & 19th -36th Floor

555/1 Vibhavadi Rangsit Road

Chatuchak, Chatuchak

Bangkok 10900 Thailand

Phone: +66 (0) 2537 4000

Fax: +66 (0) 2537 4444

E-mail: IR@pttep.com

   UBS Investment Bank (Financial adviser to PTTEP)                            +44 (0) 20 7567 8000 

Jonathan Rowley

Philip Wolfe

Gerhard Riegler

Brunswick Group (PR adviser to PTTEP) +44 (0) 20 7404 5959

Andrew Mitchell

Patrick Handley

Will Carnwath

UBS, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser to PTTEP and PTTEP AI in relation to the Offer and no-one else and will not be responsible to anyone other than PTTEP and PTTEP AI for providing the protections offered to clients of UBS or for providing advice in relation to the Offer or the contents of this announcement or any transaction or arrangement referred to herein. UBS does not accept any responsibility whatsoever to any person other than PTTEP or PTTEP AI for the contents of this announcement or for any statement made or purported to be made by it or on its behalf in connection with the Offer. UBS accordingly disclaims all and any liability whether arising in tort, contract or otherwise which it might otherwise have in respect of this announcement or any such statement.

This announcement is for information purposes only and is not intended to be, and does not constitute or form any part of, any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. This announcement does not constitute a prospectus or prospectus equivalent document. The Offer is made solely pursuant to the terms of the Offer Document which contains the full terms and conditions of the Offer, including details of how to accept the Offer. Any decision in respect of, or other response to, the Offer should be made only on the basis of the information contained in the Offer Document.

Overseas Jurisdictions

The laws of relevant jurisdictions may affect the availability of the Offer to persons who are not citizens, residents or nationals of the United Kingdom. Persons who are not resident in the United Kingdom, or who are citizens, residents or nationals of a jurisdiction outside of the United Kingdom, should inform themselves about and observe any applicable legal and regulatory requirements. Any failure to comply with the laws and regulatory requirements of the relevant jurisdiction may constitute a violation of the securities laws of such jurisdiction.

Unless otherwise determined by PTTEP AI or required by the Takeover Code and permitted by applicable law and regulation, the Offer is not and 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, by mail, telephonically or electronically by way of internet or otherwise) of interests or foreign commerce of, or by any facilities of a national, state or other securities exchange of any Restricted Jurisdiction, and the Offer may not be accepted by any other such use, means, instrumentality or facility from or within any Restricted Jurisdiction. Accordingly, unless otherwise determined by PTTEP AI or required by the Takeover Code and permitted by applicable law and regulation, copies of this announcement and any other documents related to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction. All persons receiving this announcement (including, without limitation, custodians, nominees and trustees) should observe these restrictions and any applicable legal or regulatory requirements of their jurisdiction and must not mail or otherwise

forward, send or distribute this announcement in, into or from any Restricted Jurisdiction.

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and/or regulation and therefore any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements.

The Offer is for the securities of a corporation organised under the laws of England and is and will be subject to the procedure and disclosure requirements of England. Since this announcement has been prepared in accordance with English law and the Takeover Code, the information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

Notice to US investors

The Offer is being made for securities of a corporation organized under the laws of England, and Cove Shareholders in the United States should be aware that this announcement, the Offer Document and any other documents relating to the Offer have been or will be prepared in accordance with the Takeover Code, the AIM Rules and UK disclosure requirements, format and style, all of which differ from those generally applicable in the United States. The financial statements of PTTEP and Cove and all financial information that is included in this announcement, or that may be included in the formal offer documentation or any other documents relating to the Offer, have been or will be prepared otherwise than in accordance with US GAAP and may not be comparable to the financial statements or other financial information of US companies.

The Offer is for the securities of a non-US company which does not have securities registered under Section 12 of the US Securities Exchange Act. The Offer is being made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the US Securities Exchange Act, subject to the exemptions provided by Rule 14d-1 under the US Securities Exchange Act and otherwise in accordance with the requirements of the Takeover Code. Accordingly, the Offer is and will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and laws. In the United States, the Offer will be deemed made solely by PTTEP AI and not by any of its financial advisers.

In accordance with, and to the extent permitted by, the Takeover Code, normal UK market practice and Rule 14e-5 under the US Securities Exchange Act, PTTEP AI or its nominees, or its brokers (acting as agents) or their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, Cove Shares outside the United States, 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 Takeover Code and the rules of the London Stock Exchange, and Rule 14e-5 under the US Securities Exchange Act to the extent applicable. In addition, in accordance with, and to the extent permitted by, the Takeover Code, normal UK market practice and Rule 14e-5 under the US Securities Exchange Act, UBS and its respective affiliates will continue to act as exempt principal traders in Cove Shares on the London Stock Exchange and engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law. Any information about such purchases will be disclosed as required in the UK and will be available to all investors (including Cove Shareholders in the United States) from any Regulatory Information Service including the Regulatory News Service on the London Stock Exchange website, www.londonstockexchange.com.

Each Cove Shareholder in the United States is urged to consult with his independent professional adviser regarding any acceptance of the Offer including, without limitation, to consider the tax consequences associated with such shareholder's acceptance of the Offer.

Neither the SEC nor any other United States state securities commission has approved or disapproved the Offer, or passed judgment upon the adequacy or completeness of this announcement or the Offer Document. Any representation to the contrary is a criminal offence.

It may be difficult for Cove Shareholders in the United States to enforce their rights and any claim arising out of the US federal securities laws, since PTTEP AI and Cove are incorporated under the laws of countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. Cove Shareholders in the United States may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment or jurisdiction.

512676274

This information is provided by RNS

The company news service from the London Stock Exchange

END

OUPDGGDIBUBBGDL