TIDMPMG TIDMDEO
RNS Number : 0396F
Parkmead Group (The) PLC
11 June 2012
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
11 June 2012
RECOMMENDED OFFER
for
DEO Petroleum plc ("DEO")
by
The Parkmead Group plc ("Parkmead")
(to be implemented by way of a Scheme of Arrangement
under Part 26 of the Companies Act)
Parkmead today announces that it has received an irrevocable
undertaking from Junior Oils Trust in respect of 1,111,111 DEO
Shares (representing 2.58 per cent. of the issued share capital of
DEO) to vote in favour of the Scheme and the resolutions at the
Court Meeting and the General Meeting in respect of such DEO
Shares.
This takes the aggregate number of shares in respect of which
Parkmead has received irrevocable undertakings to 26,435,736 DEO
Shares representing, in aggregate, approximately 61.3 per cent. of
the issued ordinary share capital of DEO. All of these irrevocable
undertakings remain binding in all circumstances unless the Scheme
lapses or is withdrawn.
A summary of the irrevocable undertakings given by the DEO
Directors, certain non Director employees of DEO and DEO
Shareholders is contained in Appendix I to this announcement.
Defined terms used in this announcement have the same meaning as
set out in Appendix IV to the offer announcement of 28 May
2012.
Enquiries:
Parkmead
Tom Cross (Executive Chairman)
Donald MacKay (Chief Financial
Officer) +44 1224 622200
Kathryn Ramsay (Investor Relations +44 1224 622200
Manager) +44 1224 622200
Charles Stanley Securities (Financial
Adviser, NOMAD and Corporate
Broker to Parkmead)
Marc Milmo +44 20 7149 6000
Karri Vuori +44 20 7149 6000
Carl Holmes +44 20 7149 6000
DEO
David Marshall (Chief Executive
Officer)
Gregor Goodwin (Chief Financial +44 1224 548777
Officer) +44 1224 548777
Heather Ruth (Communications
Officer) +44 1224 548777
FirstEnergy Capital LLP (Financial
Adviser and Corporate Broker
to DEO)
+ 44 20 7448
Hugh Sanderson 0200
+ 44 20 7448
Derek Smith 0200
Canaccord Genuity (NOMAD and
Corporate Broker to DEO)
+44 0 207 050
Henry Fitzgerald-O'Connor 6500
Media Enquiries:
College Hill Associates (PR
Adviser to Parkmead and DEO)
+44 (0) 20 7457
Nick Elwes 2020
+44 (0) 20 7457
Alexandra Roper 2020
Charles Stanley Securities, which is authorised and regulated in
the UK by the Financial Services Authority, is acting exclusively
for Parkmead and no one else in connection with the Acquisition and
this announcement and will not be responsible to anyone other than
Parkmead for providing the protections afforded to clients of
Charles Stanley Securities nor for providing advice in connection
with the Acquisition or any matter referred to herein.
This announcement is for information purposes only and does not
constitute an offer to sell or an invitation to purchase any
securities or the solicitation of an offer to buy securities,
pursuant to the Acquisition or otherwise. The Acquisition will be
made solely by means of the Scheme Document, which will contain the
full terms and conditions of the Acquisition, including details of
how to vote in favour of the Scheme.
Parkmead reserves the right to elect, with the consent of the
Panel (where necessary), to implement the Acquisition by way of a
Takeover Offer. In such event, the Takeover Offer will be
implemented on substantially the same terms, subject to appropriate
amendments, as those which would apply to the Acquisition.
This announcement has been prepared for the purpose of complying
with English law and the City Code and the information disclosed
may not be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws of
jurisdictions outside the United Kingdom.
Overseas shareholders
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to other
jurisdictions should inform themselves of, and observe, any
applicable requirements.
Unless otherwise determined by Parkmead or required by the City
Code and permitted by applicable law and regulation, the
Acquisition will not be made, directly or indirectly, in, into or
from a Restricted Jurisdiction where to do so would violate the
laws in that jurisdiction, and the Acquisition will not be capable
of acceptance from or within a Restricted Jurisdiction.
Accordingly, copies of this announcement and all documentation
relating to the Acquisition are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in, into or from a Restricted Jurisdiction where to do so
would violate the laws in that jurisdiction, and persons receiving
this announcement and all documents relating to the Acquisition
(including custodians, nominees and trustees) must not mail or
otherwise distribute or send them in, into or from such
jurisdictions as doing so may invalidate any purported acceptance
of the Acquisition.
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any paper offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer
is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any paper
offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i)
the offeree company and (ii) any paper offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 pm (London time) on the 10th Business
Day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th
Business Day following the announcement in which any paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company or of any paper offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
paper offeror, save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure by a
person to whom Rule 8.3(b) applies must be made by no later than
3.30 pm (London time) on the Business Day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on website
A copy of this announcement will be made available, free of
charge subject to certain restrictions relating to persons resident
in Restricted Jurisdictions, at www.parkmeadgroup.com by no later
than 12 noon (London time) on the Business Day following the date
of this annoucement.
APPENDIX I IRREVOCABLE UNDERTAKINGS
Directors and other employees
Parkmead has received irrevocable undertakings from the DEO
Directors and other employees to vote in favour of the Scheme and
the resolutions to be proposed at the Court Meeting and the General
Meeting (and if the Acquisition is subsequently structured as a
Takeover Offer, to accept any such offer made by Parkmead) in
respect of their entire holdings in DEO Shares, representing
approximately 10.5 per cent. of the existing issued ordinary share
capital of DEO. Details of these undertakings are set out
below.
Other DEO Shareholders
Parkmead has received irrevocable undertakings from YF Finance
Ltd, RAB Octane (Master) Fund Limited, RAB Energy Fund Limited,
Artemis Alpha Trust plc, Junior Oils Trust and Marlborough Fund
Managers to vote in favour of the Scheme and the resolutions to be
proposed at the Court Meeting and the General Meeting (and if
Parkmead exercises its rights to structure the Acquisition as a
Takeover Offer, to accept or procure the acceptance of such
Takeover Offer) in respect of DEO Shares representing approximately
50.8 per cent. of the existing issued ordinary share capital of
DEO. Details of these undertakings are set out below.
Accordingly, the number of DEO Shares in respect of which
irrevocable undertakings have been received is, in aggregate,
26,435,736 representing approximately 61.3 per cent. of the issued
share capital of DEO.
All the irrevocable undertakings remain binding in the event of
a higher competing offer for DEO however they will cease to be
binding if:
(i) the Scheme Document is not posted within 28 days from the date of this Announcement;
(ii) the Scheme does not become effective (or, in the event that
Parkmead elects to implement the Acquisition by way of a takeover
offer (within the meaning of section 974 of the Companies Act) does
not become wholly unconditional) on or before the date being six
months following the date of the Announcement (or 1 October 2012 in
respect of the irrevocable undertaking from RAB Octane (Master
Fund) Limited and RAB Energy Fund Limited); or
(iii) the Scheme is withdrawn or otherwise lapses.
Details of irrevocable undertakings
The following DEO Directors, employees and other shareholders
have given irrevocable undertakings on the terms summarised
above:
DEO Shares subject to irrevocable undertakings
Name Number of DEO Shares % of DEO issued share capital
Directors:
David Marshall 1,153,920 2.7%
Kevin Burke 1,193,845 2.8%
Richard Mays 577,000 1.3%
Gregor Goodwin 384,700 0.9%
Rakesh Patel 77,877 0.2%
Other employees:
Adrian Jones 769,300 1.8%
Michael Coulthard 384,700 0.9%
Other shareholders:
YF Finance Limited 11,700,000 27.1%
RAB Octane (Master) Fund Limited 1,765,014 4.1%
RAB Energy Fund Limited 3,502,700 8.1%
Marlborough Fund Managers 2,748,888 6.4%
Artemis Alpha Trust plc 1,066,681 2.4%
Junior Oils Trust 1,111,111 2.6%
Total 26,435,736 61.3%
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPSSLFMAFESEFM
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