TIDMCNE TIDMNPE
RNS Number : 6193J
Cairn Energy PLC
08 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 such jurisdiction.
FOR IMMEDIATE RELEASE 8 August 2012
Recommended Cash Offer (the "Offer")
by
Capricorn Energy Limited ("Capricorn"), a wholly-owned
subsidiary of Cairn Energy PLC ("Cairn")
for
Nautical Petroleum plc ("Nautical" or the "Company")
Scheme Effective
Nautical and Cairn are pleased to announce that the scheme of
arrangement to effect the Offer (the "Scheme") has now become
effective in accordance with its terms and the entire issued share
capital of Nautical is owned by Capricorn.
It is expected that the cancellation of the admission to trading
of Nautical Shares on AIM will become effective from 8.00 a.m.
tomorrow, 9 August 2012.
Holders of Scheme Shares are entitled to receive 450 pence in
cash for each Scheme Share held by them at the Scheme Record Time
(6.00 p.m. on 6 August 2012). Settlement consideration will be sent
to Scheme Shareholders by 22 August 2012.
Except as otherwise defined herein, capitalised terms used but
not defined in this announcement have the same meanings as given to
them in the Scheme Document dated 22 June 2012.
Copies of this announcement are available free of charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Nautical's website
(www.nauticalpetroleum.com) and Cairn's website
(www.cairnenergy.com), up to and including the Effective Date.
For the avoidance of doubt, the content of the websites referred
to above is not incorporated into and does not form part of this
announcement.
Enquiries:
Nautical Petroleum plc Tel: +44 20 7647 0120
Steve Jenkins, Chief Executive
Paul Jennings, Commercial Director
Will Mathers, Finance Director
Investec (financial adviser, nominated Tel: +44 20 7597 5970
adviser and joint broker to Nautical Petroleum
plc)
Chris Sim
Neil Elliot
RBC Capital Markets (joint broker to Nautical Tel: +44 20 7653 4000
Petroleum plc)
Tim Chapman
Matthew Coakes
Buchanan (public relations adviser to Tel: +44 20 7466 5000
Nautical Petroleum plc)
Tim Thompson
Ben Romney
Helen Chan
Cairn Energy PLC Tel: +44 131 475 3000
Simon Thomson, Chief Executive
Mike Watts, Deputy Chief Executive
Jann Brown, Managing Director and CFO
David Nisbet, Corporate Affairs
Rothschild (financial adviser to Cairn Tel: +44 20 7280 5000
Energy PLC)
James Smith
Brunswick (public relations adviser to Tel: +44 20 7404 5959
Cairn Energy PLC)
Patrick Handley
David Litterick
Further information
This announcement is for information purposes only and is not
intended to and does not constitute, or form part of, any offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of 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 will be made solely on the basis of
information contained or referred to in, or the procedures set out
in, the Scheme Document and the accompanying Forms of Proxy (which
will contain the full terms and conditions of the Offer). Nautical
Shareholders are advised to read the formal documentation in
relation to the Offer carefully once it has been despatched.
Please be aware that addresses, electronic addresses and certain
other information provided by Nautical Shareholders, persons with
information rights and other relevant persons in connection with
the receipt of communications from Nautical may be provided to
Cairn and Capricorn during the Offer Period as required under
Section 4 of Appendix 4 of the Code.
Investec Bank Plc ("Investec"), which is authorised and
regulated in the United Kingdom by the Financial Services
Authority, is acting exclusively as financial adviser, nominated
adviser and joint broker to Nautical and no-one else in connection
with the Offer and will not be responsible to anyone other than
Nautical for providing the protections afforded to clients of
Investec nor for providing advice in relation to the Offer or any
other matters referred to herein.
RBC Europe Limited ("RBC Capital Markets"), which is authorised
and regulated in the United Kingdom by the Financial Services
Authority, is acting as joint broker to Nautical and no-one else in
connection with the Offer and will not be responsible to anyone
other than Nautical for providing the protections afforded to
clients of RBC Capital Markets nor for providing advice in relation
to the Offer or any other matters referred to herein.
N M Rothschild & Sons Limited ("Rothschild"), which is
authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for Cairn and Capricorn
and no-one else in connection with the Offer and will not be
responsible to anyone other than Cairn and Capricorn for providing
the protections afforded to clients of Rothschild nor for providing
advice in relation to the Offer or any other matters referred to
herein.
Overseas jurisdictions
The availability of the Offer in, and the release, publication
or distribution of this announcement in or into, jurisdictions
other than the United Kingdom may be restricted by law. In
particular, as described in the Scheme Document, the Offer will not
be made directly or indirectly into any Restricted Jurisdiction.
Therefore, persons into whose possession this announcement comes
who are not resident in the United Kingdom or who are subject to
the laws of other jurisdictions should inform themselves about, and
observe, any applicable restrictions. Nautical Shareholders who are
in any doubt regarding such matters should consult an appropriate
independent adviser in the relevant jurisdiction without delay. Any
failure to comply with such restrictions may constitute a violation
of the securities laws of any such jurisdiction.
The Offer relates to shares of a company incorporated in the
United Kingdom and is proposed to be effected by means of a scheme
of arrangement under the laws of England and Wales. The scheme of
arrangement will relate to the shares of a company incorporated in
the United Kingdom that is a "foreign private issuer" as defined
under Rule 3b-4 under the US Securities Exchange Act of 1934, as
amended (the "Exchange Act"). A transaction effected by means of a
scheme of arrangement is not subject to proxy solicitation or
tender offer rules under the Exchange Act. Accordingly, the Offer
is subject to the disclosure requirements, rules and practices
applicable in the United Kingdom to schemes of arrangement, which
differ from the requirements of US proxy solicitation and tender
offer rules. Financial information included in the relevant
documentation will have been prepared in accordance with accounting
standards applicable to the United Kingdom that may not be
comparable to the financial statements of companies incorporated in
the United States.
Unless otherwise determined by Capricorn or required by the
Code, and permitted by applicable law and regulation, the Offer
will not be made available, directly or indirectly, in, into or
from a Restricted Jurisdiction where to do so would violate the
laws in that jurisdiction and no person may vote in favour of the
Offer by any such use, means, instrumentality or form within a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction.
Accordingly, copies of this announcement and all documents relating
to the Offer 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 Offer (including
custodians, nominees and trustees) must not mail or otherwise
distribute or send them in, into or from such jurisdictions where
to do so would violate the laws in that jurisdiction.
Any person (including, without limitation, as custodian, nominee
or trustee) who would or otherwise intends to, or who may have a
contractual or legal obligation to forward this announcement and /
or the Scheme Document and / or any other related document to any
jurisdiction outside of the United Kingdom should inform themselves
of, and observe, any applicable legal or regulatory requirements of
their jurisdiction before taking any action.
This announcement has been prepared for the purposes of
complying with English law and the 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 any jurisdiction outside the United Kingdom.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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