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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