Acquisition (5678P)

TIDMPMO TIDMEO.

RNS Number : 5678P

Premier Oil PLC

05 October 2011

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

5 October 2011

Recommended Acquisition OF EnCore Oil PLC by Premier oil PLC

(To be effected by means of a scheme of arrangement)

The Board of EnCore Oil plc ("EnCore") and the Board of Premier Oil plc ("Premier") are pleased to announce that they have reached agreement on the terms of a recommended acquisition by Premier (or one of its wholly owned subsidiaries) of the entire issued and to be issued share capital of EnCore.

Highlights

-- Recommended acquisition at 70 pence per EnCore Share in cash. EnCore Shareholders can also elect to receive 0.2067 New Premier Shares for each EnCore Share held instead of part or all of the cash consideration.

-- The Acquisition values EnCore's entire issued and to be issued share capital at approximately GBP221 million (approximately US$340 million).

-- The Acquisition Price represents a premium of approximately 55 per cent. to the Closing Price of 45.25 pence for each EnCore Share on 4 October 2011, the last Business Day prior to the issue of this announcement.

-- The Acquisition is in line with Premier's strategy of acquiring high quality assets in existing core areas using its strong balance sheet. Specifically, the Acquisition would:

o increase Premier's interest in UK Licence PL1430 (the Catcher area), including the Catcher field, one of the largest discoveries in the UK North Sea in recent years, by 15 per cent. taking Premier's overall interest to 50 per cent.;

o provide Premier with operatorship of the Catcher area, allowing Premier to work with the remaining partners to optimise field development;

o add a 16.6 per cent. interest in the Cladhan discovery;

o build on Premier's active UK exploration programme through the additions of the Coaster prospect east of Catcher (100 per cent.) and the Tudor Rose (40 per cent.) and Spaniards (28 per cent.) prospects close to Premier's existing Scott area facilities;

o add an additional estimated 17 million barrels of discovered oil reserves and resources from wells drilled to date in the Catcher and Cladhan areas;

o include EnCore's UK ring fenced tax losses, currently estimated based on EnCore's historic expenditures to be approximately GBP31 million; and

o enable Premier to build on the success already achieved by EnCore by applying Premier's greater operational and financial strength to EnCore's portfolio.

-- The Acquisition will be financed from available cash resources. Premier will maintain a strong financial position and retain its ability to fund its active development and exploration programmes.

-- The EnCore Directors, who have been so advised by Rothschild, consider the terms of the Acquisition to be fair and reasonable to EnCore Shareholders. Accordingly, the EnCore Directors intend unanimously to recommend that all EnCore Shareholders vote in favour of the resolutions relating to the Acquisition at the Meetings (or in the event that the Acquisition is implemented by way of an Offer, that EnCore Shareholders accept the cash payable under such offer).

-- The EnCore Directors are not making, and do not intend to make, any recommendation in relation to the Share Alternative. The EnCore Directors will set out in the Scheme Document their views on the Share Alternative and the factors they consider most relevant for EnCore Shareholders to consider in this respect. EnCore Shareholders are strongly recommended to seek their own independent financial, tax and legal advice in light of their own particular circumstances and investment objectives before deciding whether to elect for the Share Alternative. Further details of the Share Alternative are set out in paragraph 9 of the full text of this announcement below.

-- Premier has received irrevocable undertakings from the EnCore Directors to vote in favour of the Scheme in respect of their entire beneficial holdings totalling 21,692,984 issued EnCore Shares in aggregate and representing approximately 7.4 per cent. of EnCore's issued share capital. Certain of the EnCore Directors have also irrevocably undertaken to elect for the Share Alternative. Further details of these irrevocable undertakings are set out at paragraph 10 and Appendix 3 of this announcement.

-- In addition, EnCore's largest shareholder, BlackRock Investment Management (UK) Limited ("BlackRock"), has confirmed its current intention to vote in favour of the Scheme. BlackRock currently controls voting rights in respect of 17,049,983 EnCore Shares representing approximately 5.8 per cent. of EnCore's issued share capital.

-- It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement.

Commenting on today's announcement, Simon Lockett, Chief Executive Officer of Premier said:

"We are pleased to reach agreement with the Board of EnCore, who have unanimously recommended our proposed offer, and we look forward to building on what they have achieved with the business to date.

This is a perfect fit for Premier given our existing North Sea assets. Operatorship of and the increased equity position in Catcher will help us to progress this development in line with our timeframe and maintain momentum across our portfolio.

In addition to existing discoveries, this acquisition will also add a number of exploration prospects to our 2011 and 2012 exploration programme.

We continue to prove through opportunities such as this that we can move quickly to add future production, reserves and resources to our portfolio.

We look forward to working with the EnCore team through the transition to new ownership and welcoming EnCore employees to Premier."

Commenting on the Acquisition, Alan Booth, Chief Executive Officer of EnCore said:

"The Acquisition de-risks EnCore's development portfolio of assets, providing EnCore Shareholders with an opportunity to crystallise the value created through EnCore's highly successful exploration track record. The Acquisition is in line with EnCore's long stated strategy, and also gives EnCore Shareholders the option of retaining exposure to EnCore's assets within the enlarged portfolio via the Share Alternative.

I would like to thank all the EnCore Directors and employees for their contribution to the success of the company, which I am sure will continue under Premier's ownership."

This summary should be read in conjunction with the following full announcement and the Appendices.

The Acquisition will be subject to the Conditions and other terms set out in this announcement and to the full terms and conditions which will be set out in the Scheme Document. Appendix 2 to the full announcement contains bases and sources of certain information contained in this announcement. Details of irrevocable undertakings received by Premier are set out in Appendix 3 to the full announcement. Certain terms used in this announcement are defined in Appendix 4 to the full announcement.

Enquiries:

Premier Oil plc

Simon Lockett +44 (0)20 7730 1111 Tony Durrant

RBC Capital Markets

Jeremy Low +44 (0)20 7653 4000 Matthew Coakes

Pelham Bell Pottinger (Public Relations Adviser to Premier)

Gavin Davis +44 (0)20 7861 3159 / +44 (0)7910 104 660 Henry Lerwill +44 (0)20 7861 3169 / +44 (0)7894 608 607

EnCore Oil plc

Alan Booth +44 (0)20 7224 4546

Eugene Whyms

Rothschild

Neeve Billis +44 (0)20 7280 5000

David Hemmings

Cenkos Securities plc (NOMAD and Joint Broker to EnCore)

Jon Fitzpatrick +44 (0)20 7397 1951

Ken Fleming

This announcement is not intended to and does not constitute or form 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 Acquisition or otherwise. The Acquisition will be made solely pursuant to the terms of the Scheme Document, which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document.

This announcement does not constitute a prospectus or prospectus equivalent document.

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions, and therefore persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.

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 and regulations of any jurisdiction outside of England.

No regulatory clearance in respect of the New Premier Shares has been, or will be, applied for in any jurisdiction other than the UK.

The New Premier Shares may not be offered, sold, resold, delivered or distributed, directly or indirectly, in, into or from Australia, Canada or Japan or to, or for the account or benefit of, any resident of Australia, Canada or Japan absent an exemption from registration or an exemption under relevant securities law.

Notice to US investors in EnCore: This announcement is not an offer of securities for sale, offer to purchase or a solicitation of an offer to purchase EnCore Shares in the United States.

The Acquisition relates to the shares of a UK company and is proposed to be made by means of a scheme of arrangement provided for under the laws of England and Wales. The Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement, which differ from the disclosure and other requirements of US securities laws. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to the financial statements of US companies.

The New Premier Shares, which will be issued in connection with the Acquisition, have not been, and will not be, registered under the US Securities Act or under the securities law of any state or other jurisdiction of the United States. The New Premier Shares may not be offered or sold in the United States absent registration under the US Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. It is expected that the New Premier Shares will be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof and only to the extent that corresponding exemptions from the registration or qualification requirements of state "blue sky" securities laws are available. Under applicable US securities laws, persons (whether or not US persons) who are or will be "affiliates" (for the purposes of the US Securities Act) of Premier or EnCore prior to, or of Premier after, the Effective Date will be subject to certain transfer restrictions relating to the New Premier Shares received in connection with the Acquisition.

If the Acquisition is implemented by way of an Offer, it will be made in accordance with the requirements of the US securities laws, to the extent applicable. If the Acquisition is implemented by way of an Offer, the New Premier Shares to be issued in connection with such Offer will not be registered under the US Securities Act or under the securities laws of any state, or other jurisdiction of the United States and may not be offered, sold or delivered, directly or indirectly, in the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act or such other securities laws. Premier does not intend to register any such New Premier Shares or part thereof in the United States or to conduct a public offering of the New Premier Shares in the United States.

RBC Capital Markets, which is authorised and regulated in the UK by the FSA, is acting exclusively for Premier and no one else in connection with the Acquisition and will not be responsible to anyone other than Premier for providing the protections afforded to clients of RBC Capital Markets or for providing advice in relation to the Acquisition or any other matters referred to in this announcement.

Rothschild, which is authorised and regulated in the UK by the FSA, is acting exclusively for EnCore and no one else in connection with the Acquisition and will not be responsible to anyone other than EnCore for providing the protections afforded to clients of Rothschild or for providing advice in relation to the Acquisition or any other matters referred to in this announcement.

Cenkos Securities plc ("Cenkos"), which is authorised and regulated in the UK by the FSA, is acting exclusively as Nominated Adviser and Joint Broker to EnCore and no one else in connection with the above and will not be responsible to anyone other than EnCore for providing the protections afforded to clients of Cenkos, or for providing advice in relation to the matters referred to in this announcement.

Cautionary Note Regarding Forward-Looking Statements

This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and business of EnCore and certain plans and objectives of Premier with respect thereto. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", or other words of similar meaning. These statements are based on assumptions and assessments made by EnCore and/or Premier in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this document could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this document. Neither EnCore or Premier assumes any obligation to update or correct the information contained in this document (whether as a result of new information, future events or otherwise), except as required by applicable law.

There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions.

Dealing and Opening Position Disclosure Requirements

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. 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 3.30p.m. (London time) on the 10th Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3.30p.m. (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 one per cent. 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 3.30p.m. (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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

Information relating to EnCore Shareholders

Please be aware that addresses, electronic addresses and certain information provided by EnCore Shareholders, persons with information rights and other relevant persons for the receipt of communications from EnCore may be provided to Premier during the Offer Period where requested under Section 4 of Appendix 4 of the Code.

Rule 2.10 Disclosure

In accordance with Rule 2.10 of the Code, EnCore confirms that it has 292,695,488 EnCore Shares in issue and admitted to trading on AIM under the International Securities Identification Number (ISIN) of GB00B06KL332 and Premier confirms that it has 468,052,032 Premier Shares in issue and admitted to trading on the main market of the London Stock Exchange under the International Securities Identification Number (ISIN) GB0033560011.

Publication on the Premier and EnCore Websites

A copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on Premier's website at www.premier-oil.com and on EnCore's website at www.encoreoil.co.uk by no later than 12.00 noon (London time) on 5 October 2011.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

Recommended Acquisition OF EnCore oil PLC by Premier oil PLC

(To be effected by means of a scheme of arrangement)

1. Introduction

2. The Acquisition

It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006. The purpose of the Scheme is to enable Premier to acquire the whole of the issued and to be issued share capital of EnCore. Under the terms of the Scheme, which will be subject to the Conditions and other terms set out in this announcement and to further terms to be set out in the Scheme Document, EnCore Shareholders will receive 70 pence in cash per EnCore Share held.

A Share Alternative will be made available to EnCore Shareholders (other than certain Overseas Shareholders) enabling them to elect to receive New Premier Shares instead of all or part of the cash consideration to which they would otherwise be entitled under the Acquisition on the basis of 0.2067 New Premier Shares for each EnCore Share held. Further details of the Share Alternative are set out in paragraph 9 below.

Assuming that all 65,203,859 of the New Premier Shares available under the Share Alternative are issued pursuant to the Acquisition, EnCore Shareholders will, in aggregate, receive New Premier Shares representing approximately 12.2 per cent. of the enlarged issued share capital of Premier on the Effective Date.

The Acquisition Price represents a premium of approximately 55 per cent. to the Closing Price of 45.25 pence for each EnCore Share on 4 October 2011, the last Business Day prior to the issue of this announcement, and values EnCore's entire issued and to be issued share capital at approximately GBP221 million (approximately US$340 million).

3. Background to and reasons for the Acquisition

The Acquisition is in line with Premier's stated strategy of acquiring high quality assets in existing core areas using its strong balance sheet. The Acquisition adds to Premier's operated position in the UK North Sea and its attractive portfolio of development assets. Specifically, the Acquisition would:

-- increase Premier's interest in UK Licence PL1430 (the Catcher area), including the Catcher field, one of the largest discoveries in the UK North Sea in recent years, by 15 per cent. taking Premier's overall interest to 50 per cent.;

-- provide Premier with operatorship of the Catcher area, allowing Premier to work with the remaining partners to optimise field development;

-- add a 16.6 per cent. interest in the Cladhan discovery;

-- build on Premier's active UK exploration programme through the additions of the Coaster prospect east of Catcher (100 per cent.) and the Tudor Rose (40 per cent.) and Spaniards (28 per cent.) prospects close to Premier's existing Scott area facilities;

-- add an additional estimated 17 million barrels of discovered oil reserves and resources from wells drilled to date in the Catcher and Cladhan areas;

-- include EnCore's UK ring fenced tax losses, currently estimated based on EnCore's historic expenditures to be approximately GBP31 million; and

-- enable Premier to build on the success already achieved by EnCore by applying Premier's greater operational and financial strength to EnCore's portfolio.

4. Recommendation

The EnCore Directors, who have been so advised by Rothschild, consider the terms of the Acquisition to be fair and reasonable to EnCore Shareholders. In providing its advice Rothschild has taken into account the commercial assessments of the EnCore Directors.

Accordingly, the EnCore Directors intend unanimously to recommend that EnCore Shareholders vote in favour of the Scheme (or in the event that the Acquisition is implemented by way of an Offer, that EnCore Shareholders accept or procure acceptance of the cash payable under such offer). The EnCore Directors have given Premier irrevocable undertakings to vote in favour of the Scheme in respect of their entire beneficial holdings totalling 21,692,984 issued EnCore Shares in aggregate and representing approximately 7.4 per cent. of EnCore's issued share capital. Certain of the EnCore Directors have also irrevocably undertaken to elect for the Share Alternative.

The EnCore Directors are not making, and do not intend to make, any recommendation in relation to the Share Alternative. The EnCore Directors will set out in the Scheme Document their views on the Share Alternative and the factors they consider most relevant for EnCore Shareholders to consider in this respect. EnCore Shareholders are strongly recommended to seek their own independent financial, tax and legal advice in light of their own particular circumstances and investment objectives before deciding whether to elect for the Share Alternative. Further details of the Share Alternative are set out in paragraph 9 below.

Rothschild is acting as the independent financial adviser to EnCore in relation to Rule 3 of the City Code.

5. Background to and reasons for the recommendation

Since its inception in April 2005, EnCore's core strategy has been to build a UK Continental Shelf focussed portfolio of assets which can create shareholder value principally through exploration and appraisal of prospects and discoveries.

EnCore has a track record of monetising or exchanging assets throughout their lifecycle to maximise the return to shareholders, including the:

-- sale of a 15 per cent. interest in the Breagh gas field to RWE Dea for US$68.8 million; and

-- transfer of EnCore's UK and France onshore portfolio and the Ceres gas field interest to Egdon Resources plc in exchange for a holding of just under 30 per cent. in the company and GBP100,000, to demonstrate the value of overlooked assets in the portfolio.

Following the recent appraisal programmes on the Catcher and Cladhan discoveries, the EnCore Directors believe that the company is currently at an inflexion point. To fully develop its asset base, EnCore would have to move away from its core strategy, and become a full-cycle operator. As well as significantly expanding the management and technical teams, EnCore would be obliged to raise substantial amounts of capital either from the capital markets or from industry partners to take it to first oil. Given the challenging economic environment, and depressed and volatile state of capital markets in recent times (in particular since the start of August 2011), it is unclear to the EnCore Directors whether an organic development solution would be the optimal route. In addition, any transactions with industry partners would reduce EnCore's interest in the assets, and potentially any ultimate return to EnCore Shareholders.

The EnCore Directors believe that the Acquisition provides EnCore Shareholders with a substantial premium to the EnCore share price. In addition, although the EnCore Directors are making no recommendation in relation to whether EnCore Shareholders should elect for the Share Alternative, the Share Alternative does give EnCore Shareholders the option of retaining exposure to EnCore's assets by virtue of holding an interest in the Enlarged Group through Premier Shares. The EnCore Directors have carefully considered all alternatives available to EnCore and, when weighed against the risks inherent to taking any upstream assets of the size in which EnCore has interests to commercialisation, have concluded that the price of 70 pence per EnCore Share is fair and reasonable and provides EnCore Shareholders with cash certainty today. The EnCore Directors therefore intend to recommend unanimously that EnCore Shareholders vote in favour of the Scheme (or in the event that the Acquisition is implemented by way of an Offer, that EnCore Shareholders accept or procure acceptance of such offer).

6. Information relating to Premier

Premier Oil plc is a leading FTSE 250 oil and gas exploration and production company listed on the London Stock Exchange. It operates in three core areas: the North Sea, the Middle East/Africa/Pakistan and South East Asia. The Premier Group has operations in eight countries around the world with proven and probable reserves of approximately 261 mmboe at year end 2010. Full-year production for 2010 was 42,800 boepd and the Premier Group is targeting production of 100,000 boepd in the medium term.

Premier is continuing to progress 12 new projects through the development phase for first oil and gas in the period 2012 to 2016.

Premier has an active exploration programme in its core areas. It has drilled eight exploration wells and five appraisal wells to date this year with around 15 wells planned for the remainder of 2011 and the first half of 2012. This programme includes a number of exploration wells close to the Catcher area in the central North Sea.

In addition to its existing asset base, Premier continues to identify and execute value enhancing acquisitions in its core areas.

7. Information relating to EnCore

EnCore is an independent oil and gas exploration and production company, incorporated under the laws of England and Wales. Its shares were re-admitted to trading on AIM on 3 March 2006 when it changed its name from Oil Quest Resources plc.

EnCore's portfolio of assets is focussed in the offshore UK Continental Shelf, and includes interests in the Catcher and Cladhan areas.

Following the drilling campaigns earlier this year, both assets are in the latter stages of appraisal and will soon be moving into the development stages of their lifecycles.

EnCore has an experienced and proven management team, a number of whom were responsible for the discovery of the Buzzard field in the UK North Sea, which currently produces over 10 per cent. of the UK's total oil production. The executive management team comprises Alan Booth, the Chief Executive Officer; Eugene Whyms, the Chief Financial Officer; Graham Dore, the Exploration Director; and James Clark, the Commercial Director.

EnCore has interests in thirteen UK Continental Shelf licences, two licences offshore Ireland and a pre-production sharing contract offshore in the Western Sahara. EnCore also has a holding of just under 30 per cent. in Egdon Resources plc (LSE: EDR), an AIM listed exploration and production company focussed on onshore assets with interests in the UK and Western Europe.

EnCore's net profit for the year ended 30 June 2010 was GBP11.4 million. For the six months ended 31 December 2010 EnCore made a loss of GBP3.8 million.

8. Management and employees of EnCore

Premier has high regard for the skills and experience of the existing management and employees of EnCore. Premier confirms that, upon and following completion of the Acquisition, it intends to fully safeguard the existing employment rights of all EnCore Group employees and to comply with EnCore's pension obligations for existing employees.

Premier intends to enter into discussions with senior management of EnCore in due course regarding their potential continuing involvement in the Enlarged Group. There are no agreements or arrangements between Premier and senior management of EnCore and no such agreements or arrangements will be entered into at the current time.

9. The New Premier Shares and the Share Alternative

A Share Alternative will be made available to EnCore Shareholders (other than certain Overseas Shareholders). The Share Alternative will enable such shareholders to elect to take New Premier Shares instead of all or part of the cash which they would otherwise be entitled to receive under the Acquisition.

The Share Alternative will be made available on the basis of 0.2067 New Premier Shares for each EnCore Share held. Based on a price of 338.7 pence per Premier Share (being the Closing Price on 4 October 2011, the last Business Day before this announcement), the Share Alternative values each EnCore Share at 70 pence.

The New Premier Shares to be issued pursuant to the Share Alternative will be ordinary shares of 12.5 pence each in the capital of Premier. The New Premier Shares will be issued in registered form, will be capable of being held in both certificated and uncertificated form, will be issued credited as fully paid and will rank pari passu in all respects with the existing Premier Shares, including as to the right to receive and retain all dividends and other distributions declared, paid or made after the Effective Date.

Fractions of New Premier Shares will not be allotted or issued pursuant to the Acquisition. Fractional entitlements will be aggregated and sold in the market, and the net proceeds of sale will be distributed pro rata to persons entitled thereto. However, individual entitlements of less than GBP5 will be retained for the benefit of Premier.

10. Irrevocable Undertakings and Letter of Intent

The EnCore Directors have irrevocably undertaken to vote in favour of the Scheme in respect of their own beneficial holdings totalling 21,692,984 issued EnCore Shares representing in aggregate approximately 7.4 per cent. of EnCore's issued share capital. Certain EnCore Directors have also irrevocably undertaken to elect for the Share Alternative in respect of their own beneficial holdings totalling 32,543,859 issued and to be issued EnCore Shares representing in aggregate approximately 10.3 per cent. of the fully diluted share capital of EnCore. Further details of these irrevocable undertakings are set out in Appendix 3 of this announcement.

These undertakings cease to be binding if (i) a Scheme Document is issued and the Scheme has not become effective by the Long Stop Date and prior to that time Premier has not issued an Offer Document; or (ii) an Offer Document is issued before the Long Stop Date and the Offer lapses or is withdrawn without having become wholly unconditional.

In addition, EnCore's largest shareholder, BlackRock, has confirmed its current intention to vote in favour of the Scheme. BlackRock currently controls voting rights in respect of 17,049,983 EnCore Shares representing approximately 5.8 per cent. of EnCore's issued share capital.

11. EnCore Share Option Plans

The Acquisition will extend to all EnCore Shares issued (whether upon the exercise of the options and/or the vesting of awards or otherwise) under the EnCore Share Option Plans before the Scheme becomes effective. Appropriate proposals will be made in due course to participants in the EnCore Share Option Plans.

12. Financing of the Acquisition

The cash consideration payable to EnCore Shareholders pursuant to the Acquisition will be provided by Premier from available cash resources.

RBC Capital Markets is satisfied that sufficient resources are available to Premier to satisfy in full the cash consideration payable pursuant to the Acquisition.

13. Offer-related Arrangements

EnCore and Premier have each undertaken to provide the other with all such information about itself and its subsidiary and associated undertakings as may reasonably be required by the other for the purposes of preparing and verifying the Prospectus and the Scheme Document and other such information which the other party may reasonably request for the purpose of obtaining any official authorisation or regulatory clearance in connection with the Acquisition. Certain connected undertakings, including an undertaking that the information provided is accurate in all material respects and not misleading in any material respect, have also been provided. These undertakings are contained in a letter dated 4 October 2011 from EnCore to Premier which is disclosed pursuant to paragraph 18 below.

On 26 September 2011 EnCore and Premier entered into a confidentiality undertaking in a customary form in relation to the Acquisition which is disclosed pursuant to paragraph 18 below.

14. Opening Position Disclosure

As at 4 October 2011, Premier did not hold any interests in, or rights to subscribe for, any relevant securities in EnCore. Premier will make a further Opening Position Disclosure as soon as possible disclosing all interests or short positions in, or rights to subscribe for, any relevant securities of EnCore held by all persons acting in concert with Premier.

15. Scheme of Arrangement

It is intended that the Acquisition will be effected by a Court-sanctioned scheme of arrangement between EnCore and the Scheme Shareholders under Part 26 of the Companies Act 2006. The purpose of the Scheme is to provide for Premier to become owner of the whole of the issued and to be issued share capital of EnCore.

Under the Scheme, the Acquisition is to be achieved by the cancellation of the Scheme Shares held by Scheme Shareholders and the application of the reserve arising from such cancellation in paying up in full a number of New Premier Shares (which is equal to the number of Scheme Shares cancelled) and issuing the same to Premier in return for which Scheme Shareholders will receive consideration on the basis set out in paragraphs 2 and 9 of this announcement.

The expected timetable for the implementation of the Scheme, which may be varied only with the agreement of both EnCore and Premier and which will be confirmed in the Scheme Document, is as follows:

 
 Court Meeting to approve the             12 December 2011 or as soon 
  Scheme                         as reasonably practicable thereafter 
 EnCore General Meeting                   12 December 2011 or as soon 
                                 as reasonably practicable thereafter 
 Scheme Court Hearing                   11 January 2012 or as soon as 
                                    reasonably practicable thereafter 
 Court Hearing to confirm the           13 January 2012 or as soon as 
  Capital Reduction                 reasonably practicable thereafter

The Acquisition will be subject to the Conditions and further terms and conditions referred to in Appendix 1 to this announcement and to be set out in the Scheme Document. The Conditions include (i) a Long Stop Date of 28 February 2012 by which the Scheme must become effective (unless extended with the agreement of Premier and EnCore); (ii) the UK Listing Authority having acknowledged to Premier or its agent that the application for the admission of the New Premier Shares to the Official List with a premium listing has been approved and will become effective as soon as a dealing notice has been issued by the FSA and any listing conditions have been satisfied; and (iii) the Secretary of State for Energy and Climate Change not having indicated an intention to (a) revoke or recommend any material exploration or production licence held by the EnCore Group, or (b) require a further change of control of any member of the EnCore Group as a result of the Acquisition.

To become effective, the Scheme requires the approval at the Court Meeting of a majority in number of the Scheme Shareholders present and voting (and entitled to vote), either in person or by proxy, representing not less than 75 per cent. of the Scheme Shares held by such Scheme Shareholders and the passing of requisite resolutions at the EnCore General Meeting. The EnCore General Meeting will be held immediately after the Court Meeting.

Following the Meetings, the Scheme must be sanctioned by the Court and the associated Capital Reduction must be confirmed by the Court. The Scheme will only become effective once a copy of the Scheme Court Order and a copy of the Reduction Court Order are delivered to the Registrar of Companies.

Upon the Scheme becoming effective, it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Meetings and the consideration will be despatched by Premier to Scheme Shareholders no later than 14 days after the Effective Date.

The formal documentation setting out the details of the Acquisition, including the Scheme Document setting out the procedures to be followed to approve the Scheme, with the forms of proxy for use in connection with the Court Meeting and the EnCore General Meeting, and the form of election under which EnCore Shareholders can elect to participate in the Share Alternative, together with the Prospectus relating to Premier and the New Premier Shares, will be sent to EnCore Shareholders and, for information only, to participants in the EnCore Share Option Plans as soon as is reasonably practicable and, in any event, within 28 days of the date of this announcement (or such later date as Premier and EnCore may, with the consent of the Panel, agree).

The Scheme Document will include full details of the Scheme, together with notices of the Court Meeting and the EnCore General Meeting and the expected timetable, and will specify the necessary action to be taken by the Scheme Shareholders.

The Scheme will be governed by English law. The Scheme will be subject to the applicable requirements of the City Code, the Panel, the London Stock Exchange and the AIM Rules.

16. Premier Prospectus

Premier will be required to produce the Prospectus in connection with the issue of the New Premier Shares. The Prospectus will contain information relating to, amongst other things, the Enlarged Group and the New Premier Shares.

17. Delisting

Prior to the Scheme becoming effective, EnCore will make an application to the London Stock Exchange for the cancellation of trading in the EnCore Shares on AIM to take effect from the Effective Date. The last day of dealings in EnCore Shares on AIM is expected to be the Business Day immediately prior to the Effective Date and no transfers will be registered after 6.00p.m. on that date. On the Effective Date, share certificates in respect of EnCore Shares will cease to be valid and should be destroyed. In addition, entitlements to EnCore Shares held within the CREST system will be cancelled on the Effective Date.

18. Documents on display

Copies of the following documents will by no later than 12 noon (London time) on 5 October 2011 be published on Premier's website at www.premier-oil.com and on EnCore's website at www.encoreoil.co.uk until the end of the Acquisition:

(a) the irrevocable commitments listed in Appendix 3;

(b) the letter of intent referred to in paragraph 10 above; and

19. General

Premier reserves the right to elect to implement the Acquisition by way of an Offer for the entire issued and to be issued share capital of EnCore not already held by Premier as an alternative to the Scheme. In such an event an Offer will be implemented on the same terms (with such amendments as may be necessary or as may be required to incorporate an acceptance condition set at 90 per cent. of the shares to which the Acquisition relates or such other percentage as may be required by the Panel and subject to the availability of an exemption (if required) from the registration requirements of the US Securities Act and such amendments (if any) that Premier deems necessary in connection with US securities laws), so far as applicable, as those which would apply to the Scheme.

If the Acquisition is effected by way of an Offer and such Offer becomes or is declared unconditional in all respects and sufficient acceptances are received Premier intends to: (i) request the London Stock Exchange to cancel trading in EnCore Shares on AIM; and (ii) exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act 2006 to acquire compulsorily the remaining EnCore Shares in respect of which the Offer has not been accepted.

Enquiries:

Premier Oil plc

Simon Lockett +44 (0)20 7730 1111 Tony Durrant

RBC Capital Markets

Jeremy Low +44 (0)20 7653 4000 Matthew Coakes

Pelham Bell Pottinger (Public Relations Adviser to Premier)

Gavin Davis +44 (0)20 7861 3159 / +44 (0)7910 104 660 Henry Lerwill +44 (0)20 7861 3169 / +44 (0)7894 608 607

EnCore Oil plc

Alan Booth +44 (0)20 7224 4546

Eugene Whyms

Rothschild

Neeve Billis +44 (0)20 7280 5000

David Hemmings

Cenkos Securities plc (NOMAD and Joint Broker to EnCore)

Jon Fitzpatrick +44 (0)20 7397 1951

Ken Fleming

This announcement does not constitute a prospectus or prospectus equivalent document.

No regulatory clearance in respect of the New Premier Shares has been, or will be, applied for in any jurisdiction other than the UK.

Notice to US investors in EnCore: This announcement is not an offer of securities for sale, offer to purchase or a solicitation of an offer to purchase EnCore Shares in the United States.

Cenkos, which is authorised and regulated in the UK by the FSA, is acting exclusively as Nominated Adviser and Joint Broker to EnCore and no one else in connection with the above and will not be responsible to anyone other than EnCore for providing the protections afforded to clients of Cenkos nor for providing advice in relation to the matters referred to in this announcement.

Cautionary Note Regarding Forward-Looking Statements

Dealing and Opening Position Disclosure Requirements

Information relating to EnCore Shareholders

Rule 2.10 Disclosure

In accordance with Rule 2.10 of the Code, EnCore confirms that it has 292,695,488EnCore Shares in issue and admitted to trading on AIM under the International Securities Identification Number (ISIN) of GB00B06KL332 and Premier confirms that it has 468,052,032 Premier Shares in issue and admitted to trading on the main market of the London Stock Exchange under the International Securities Identification Number (ISIN) GB0033560011.

Publication on the Premier and EnCore websites A copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on Premier's website at www.premier-oil.com and on EnCore's website at www.encoreoil.co.uk by no later than 12.00 noon (London time) on 5 October 2011.

APPENDIX 1

CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER

The Acquisition will be conditional upon the Scheme becoming unconditional and becoming effective by no later than the Long Stop Date, or such later date (if any) as Premier and EnCore may, with the consent of the Panel, agree and (if required) the Court may allow.

Part A: Conditions of the Acquisition

1. The Scheme will be conditional upon:

(A) its approval by a majority in number representing not less than three-fourths in value of the Scheme Shareholders who are on the register of members of EnCore at the Scheme Voting Record Time present and voting, either in person or by proxy, at the Court Meeting and at any separate class meeting which may be required by the Court or at any adjournment of any such meeting;

(B) all resolutions necessary to approve and implement the Scheme being duly passed by the requisite majority or majorities at the EnCore General Meeting or at any adjournment of that meeting; and

(C) the sanction of the Scheme with or without modification (but subject to any such modification being acceptable to Premier and EnCore) and the confirmation of the Capital Reduction by the Court and (i) the delivery of an office copy of each of the Reduction Court Order and of the minute confirming the Capital Reduction to the Registrar of Companies and (ii) if so ordered by the Court in order to take effect, the registration of the Reduction Court Order by the Registrar of Companies, by no later than the Long Stop Date or such later date (if any) as Premier and EnCore may agree.

2. In addition, Premier and EnCore have agreed that, subject to the provisions of paragraph 4, the Acquisition will also be conditional upon the following conditions and, accordingly, the necessary actions to make the Scheme effective will not be taken unless the following conditions (as amended if appropriate) have been satisfied or, where relevant, waived:

(A) no indication having been made by the Office of Fair Trading in the United Kingdom that the Acquisition or any matter arising there from or related thereto will be referred to the Competition Commission;

(B) (i) the UK Listing Authority having acknowledged to Premier or its agent (and such acknowledgement not having been withdrawn) that the application for the admission of the New Premier Shares to the Official List with a premium listing has been approved and (after satisfaction of any conditions to which such approval is expressed to be subject ("listing conditions")) will become effective as soon as a dealing notice has been issued by the FSA and any listing conditions having been satisfied and (ii) the London Stock Exchange having acknowledged to Premier or its agent (and such acknowledgement not having been withdrawn) that the New Premier Shares will be admitted to trading (and such acknowledgment not having been withdrawn);

(C) except as Disclosed, there being no provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider EnCore Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, which in consequence of the Acquisition or the proposed acquisition of any shares or other securities in EnCore or because of a change in the control or management of EnCore or otherwise, would reasonably be expected to result (in each case to an extent which is material in the context of the Wider EnCore Group as a whole or the Wider Premier Group as a whole) in:

(i) any monies borrowed by or any other indebtedness (actual or contingent) of, or grant available to any such member, being or becoming repayable or capable of being declared repayable immediately or earlier than their or its stated maturity date or repayment date or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii) any such agreement, arrangement, licence, permit or instrument or the rights, liabilities, obligations or interests of any such member thereunder being terminated or adversely modified or affected or any obligation or liability arising or any adverse action being taken or arising thereunder;

(iii) any assets or interests of any such member being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged otherwise than in the ordinary course of business;

(iv) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any such member;

(v) the rights, liabilities, obligations or interests of any such member in, or the business of any such member with, any person, firm or body (or any arrangement or arrangements relating to any such interest or business) being terminated, adversely modified or affected;

(vi) the value of any such member or its financial or trading position or prospects being prejudiced or adversely affected;

(vii) any such member ceasing to be able to carry on business under any name under which it presently does so; or

(viii) the creation of any liability, actual or contingent, by any such member,

and no event having occurred which, under any provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider EnCore Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, would result in or would reasonably be expected to result in any of the events or circumstances as are referred to in sub-paragraphs (i) to (viii) of this condition (in each case to an extent which is material in the context of the Wider EnCore Group as a whole);

(D) without prejudice to paragraph (C) above or (E) below, the Secretary of State for Energy and Climate Change not having indicated an intention to (i) revoke or recommend the revocation of any material exploration or production licence held by any member of the EnCore Group or (ii) to require a further change of control of any such member as a result of the implementation of the Acquisition;

(E) no government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body, court, trade agency, association, institution or any other body or person whatsoever in any jurisdiction (each a "Third Party") having decided to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or enacted or made any statute, regulation, decision or order, or having taken any other steps which would or would reasonably be expected to (in each case to an extent which is material in the context of the Wider EnCore Group as a whole or, as the case may be, Wider Premier Group as a whole):

(i) require, prevent or delay the divestiture, or materially alter the terms envisaged for any proposed divestiture by any member of the Wider Premier Group or any member of the Wider EnCore Group of all or any portion of their respective businesses, assets or property or impose any material limitation on the ability of any of them to conduct their respective businesses (or any of them) or to own any of their respective assets or properties or any material part thereof;

(ii) require, prevent or delay the divestiture by any member of the Wider Premier Group of any shares or other securities in EnCore;

(iii) impose any limitation on, or result in a delay in, the ability of any member of the Wider Premier Group directly or indirectly to acquire or to hold or to exercise effectively any rights of ownership in respect of shares or loans or securities convertible into shares or any other securities (or the equivalent) in any member of the Wider EnCore Group or the Wider Premier Group or to exercise management control over any such member;

(iv) otherwise materially adversely affect the business, assets, profits or prospects of any member of the Wider Premier Group or of any member of the Wider EnCore Group;

(v) make the Acquisition or its implementation or the acquisition or proposed acquisition by Premier or any member of the Wider Premier Group of any shares or other securities in, or control of EnCore void, illegal, and/or unenforceable under the laws of any jurisdiction, or otherwise, directly or indirectly, restrain, restrict, prohibit, delay or otherwise materiallyinterfere with the same, or impose material additional conditions or obligations with respect thereto, or otherwise challenge or materially interfere therewith;

(vi) except if Premier elects to implement the Acquisition by way of an Offer, in respect of the 'squeeze-out' procedure in accordance with the provisions of Part 28 of the Companies Act 2006, require any member of the Wider Premier Group or the Wider EnCore Group to offer to acquire any shares or other securities (or the equivalent) or interest in any member of the Wider EnCore Group or the Wider Premier Group owned by any third party; or

(vii) result in any member of the Wider EnCore Group ceasing to be able to carry on business under any name under which it presently does so,

and all applicable waiting and other time periods during which any such Third Party could institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or any other step under the laws of any jurisdiction in respect of the Acquisition or the acquisition or proposed acquisition of any EnCore Shares having expired, lapsed or been terminated;

(F) all necessary filings or applications having been made in connection with the Acquisition and all statutory or regulatory obligations in any jurisdiction having been complied with in connection with the Acquisition or the acquisition by any member of the Wider Premier Group of any shares or other securities in, or control of, EnCore and all authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals (collectively "Consents") reasonably deemed necessary by Premier or any member of the Wider EnCore Group for or in respect of the Acquisition or the proposed acquisition of any shares or other securities in, or control of, EnCore by any member of the Wider Premier Group having been obtained in terms and in a form reasonably satisfactory to Premier from all appropriate Third Parties or persons with whom any member of the Wider EnCore Group has entered into contractual arrangements in each case where the absence of such Consent would have a material adverse effect on the Wider Premier Group taken as a whole, and all material Consents reasonably necessary to carry on the business of any member of the Wider EnCore Group which are material remaining in full force and effect and all filings necessary for such purpose having been made and there being no notice or intimation of any intention to revoke or not to renew any of the same at the time at which the Acquisition becomes otherwise unconditional and all necessary statutory or regulatory obligations in any jurisdiction having been complied with in all material respects;

(G) except as Disclosed, no member of the Wider EnCore Group having, since 30 June 2010:

(i) save as between EnCore and wholly-owned subsidiaries of EnCore or for EnCore Shares issued pursuant to the exercise of options granted or vesting of awards made under the EnCore Share Option Plans, issued, authorised or proposed the issue of additional shares of any class;

(ii) save as between EnCore and wholly-owned subsidiaries of EnCore or for the grant of options or making of awards under the EnCore Share Option Plans, issued or agreed to issue, authorised or proposed the issue of securities convertible or exchangeable into shares of any class or rights, warrants or options to subscribe for, or acquire, any such shares or convertible securities;

(iii) other than to another member of the EnCore Group, recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution whether payable in cash or otherwise;

(iv) save for intra-EnCore Group transactions, merged or demerged with any body corporate or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any assets or any right, title or interest in any asset (including shares and trade investments) or authorised or proposed or announced any intention to propose any merger, demerger, acquisition or disposal, transfer, mortgage, charge or security interest, in each case, other than in the ordinary course of business and to an extent which is material in the context of the Wider EnCore Group taken as a whole;

(v) save for intra-EnCore Group transactions, made or authorised or proposed or announced an intention to propose any change in its loan capital;

(vi) save for intra-EnCore Group transactions, issued, authorised or proposed the issue of any debentures or save for intra-EnCore Group transactions and/or save in the ordinary course of business, incurred or increased any indebtedness or become subject to any contingent liability to an extent which is material in the context of the Wider EnCore Group taken as a whole;

(vii) save for intra-EnCore Group transactions, purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect to the matters mentioned in sub-paragraph (i) above, made any other change to any part of its share capital;

(viii) implemented, or authorised, proposed or announced its intention to implement, any reconstruction, amalgamation, scheme, commitment or other transaction or arrangement otherwise than in the ordinary course of business which in each case is material in the context of the EnCore Group taken as a whole or entered into or changed the terms of any contract with any director or senior executive of the EnCore Group;

(ix) entered into or varied or authorised, proposed or announced its intention to enter into or vary any contract, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or which is or would be reasonably likely to be materially restrictive on the businesses of the Wider EnCore Group or the Wider Premier Group taken as a whole or which involves or is reasonably likely to involve an obligation of such a nature or magnitude or which is other than in the ordinary course of business and in each such case is or would be reasonably likely to be material in the context of the Wider EnCore Group taken as a whole;

(x) (other than in respect of a member which is dormant and was solvent at the relevant time) taken any corporate action or had any legal proceedings started or threatened against it for its winding-up, dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or had any such person appointed;

(xi) entered into any contract, transaction or arrangement which would be restrictive on the business of any member of the Wider EnCore Group or the Wider Premier Group other than to a nature and extent which is normal in the context of the business concerned;

(xii) waived or compromised any claim otherwise than in the ordinary course of business which in each case is material in the context of the EnCore Group taken as a whole;

(xiii) entered into any contract, commitment, arrangement or agreement otherwise than in the ordinary course of business or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced any intention to, or to propose to, effect any of the transactions, matters or events referred to in this condition;

(xiv) proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme, pension arrangements or other benefit relating to the employment or termination of employment of any person employed by the Wider EnCore Group; or

(xv) having taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Panel or the approval of EnCore Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the City Code,

and, for the purposes of paragraphs (iii),(iv), (v) (vi) and (vii) of this condition, the term "EnCore Group" shall mean EnCore and its wholly-owned subsidiaries;

(H) except as Disclosed since 30 June 2010:

(i) no material adverse change or deterioration having occurred in the business, assets, financial or trading position or profits or prospects of any member of the Wider EnCore Group taken as a whole;

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider EnCore Group is or may become a party (whether as a claimant, defendant or otherwise) and no investigation by any Third Party against or in respect of any member of the Wider EnCore Group having been instituted announced or threatened by or against or remaining outstanding in respect of any member of the Wider EnCore Group which in any such case would have or would reasonably be expected to have a material adverse effect on the Wider EnCore Group taken as a whole;

(iii) no contingent or other liability having arisen which would have or would reasonably be expected to have a material adverse effect on the Wider EnCore Group taken as a whole; and

(iv) no steps having been taken which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider EnCore Group which is necessary for the proper carrying on of its business and the absence of which in any case would have or would reasonably be expected to have a material adverse effect on the Wider EnCore Group taken as a whole;

(I) except as Disclosed, Premier not having discovered:

(i) that any financial, business or other information concerning the Wider EnCore Group as contained in the information publicly disclosed at any time by or on behalf of any member of the Wider EnCore Group is materially misleading, contains a material misrepresentation of fact or omits to state a fact necessary to make that information not materially misleading and which was not subsequently corrected before 4 October 2011 by public disclosure; or

(ii) that any member of the Wider EnCore Group is subject to any liability (contingent or otherwise) which is material in the context of the Wider EnCore Group taken as a whole; and

(J) Premier not having discovered that:

(i) any past or present member of the Wider EnCore Group has failed to comply with any and/or all applicable legislation or regulation, of any jurisdiction with regard to, or has any actual, contingent, prospective or potential liability in respect of, the disposal, spillage, release, discharge, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health or animal health or otherwise relating to environmental matters, or that there has otherwise been any such disposal, spillage, release, discharge, leak or emission (whether or not the same constituted a non-compliance by any person with any such legislation or regulations, and wherever the same may have taken place) any of which disposal, spillage, release, discharge, leak or emission would be likely to give rise to any liability (actual or contingent) on the part of any member of the Wider EnCore Group and which is material in the context of the Wider EnCore Group as a whole; or

(ii) there is, or is likely to be, for that or any other reason whatsoever, any material liability (actual or contingent) of any past or present member of the Wider EnCore Group to make good, repair, reinstate, decommission or clean up any property now or previously owned, occupied, operated or made use of or controlled by any such past or present member of the Wider EnCore Group, under any environmental legislation, regulation, notice, circular or order of any government, governmental, quasi-governmental, state or local government, supranational, statutory or other regulatory body, agency, court, association or any other person or body in any jurisdiction and which is material in the context of the Wider EnCore Group as a whole.

3. For the purposes of these conditions the "Wider EnCore Group" means EnCore and its subsidiary undertakings, associated undertakings and any other undertaking in which EnCore and/or such undertakings (aggregating their interests) have a significant interest and the "Wider Premier Group" means Premier and its subsidiary undertakings, associated undertakings and any other undertaking in which Premier and/or such undertakings (aggregating their interests) have a significant interest and for these purposes "subsidiary undertaking" and "undertaking" have the meanings given by the Companies Act 2006, "associated undertaking" has the meaning given by paragraph 19 of Schedule 6 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 other than paragraph 19(1)(b) of Schedule 6 to those Regulations which shall be excluded for this purpose, and "significant interest" means a direct or indirect interest in ten per cent. or more of the equity share capital (as defined in the Companies Act 2006).

4. To the extent permitted by law and subject to the requirements of the Panel, Premier reserves the right to waive, in whole or in part, all or any of conditions above, except for conditions 1 and 2(B).

5. If Premier is required by the Panel to make an offer for EnCore Shares under the provisions of Rule 9 of the City Code, Premier may make such alterations to any of the above conditions as are necessary to comply with the provisions of that Rule.

6. Unless the Panel otherwise consents, the Acquisition will not proceed and the Scheme will not become effective if, after the date of this announcement and before the EnCore General Meeting, the Acquisition is referred to the Competition Commission.

7. The Acquisition will be governed by English law and be subject to the jurisdiction of the English courts, to the conditions set out in this announcement and in the formal Scheme Document and related form of election.

Part B: Certain further terms of the Acquisition

Fractions of New Premier Shares will not be allotted or issued to persons accepting the Share Alternative. Fractional entitlements to New Premier Shares will be aggregated and sold in the market and the net proceeds of sale distributed pro rata to persons entitled thereto. However, individual entitlements to amounts of less than GBP5 will not be paid to persons accepting the Share Alternative but will be retained for the benefit of Premier.

Subject to the consent of the Panel (if applicable), Premier reserves the right to elect to implement the Acquisition by way of an Offer. In such event, the Acquisition will be implemented on the same terms (with such amendments as may be necessary or as may be required to incorporate an acceptance condition set at 90 per cent. of the shares to which the Acquisition relates or such other percentage as may be required by the Panel and subject to the availability of an exemption (if required) from the registration requirements of the US Securities Act and such amendments (if any) that Premier deems necessary in connection with US securities laws), so far as applicable, as those which would apply to the implementation of the Acquisition by means of the Scheme.

This announcement is not an offer of securities for sale in the United States and the New Premier Shares, which will be issued in connection with the Acquisition, have not been, and will not be, registered under the US Securities Act or under the securities law of any state, district or other jurisdiction of the United States, Australia, Canada or Japan and no regulatory clearance in respect of the New Premier Shares has been, or will be, applied for in any jurisdiction other than the UK. The New Premier Shares may not be offered or sold in the United States absent registration under the US Securities Act or an exemption from registration. It is expected that the New Premier Shares will be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof and only to the extent that corresponding exemptions from the registration or qualification requirements of state "blue sky" securities laws are available. Under applicable US securities laws, persons (whether or not US persons) who are or will be "affiliates" (for the purposes of the US Securities Act) of Premier or EnCore prior to, or of Premier after, the Effective Date will be subject to certain transfer restrictions relating to the new Premier Shares received in connection with the Acquisition.

The New Premier Shares will be issued credited as fully paid and will rank pari passu in all respects with the existing Premier Shares, including as to the right to receive and retain all dividends and other distributions declared, paid or made after the Effective Date. Applications will be made to the UKLA for the New Premier Shares to be admitted to the Official List and to the London Stock Exchange for the New Premier Shares to be admitted to trading.

EnCore Shares which will be acquired under the Acquisition will be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of this announcement.

APPENDIX 2

SOURCES OF INFORMATION AND BASES OF CALCULATION

In this announcement:

1. Unless otherwise stated:

-- financial information relating to the Premier Group has been extracted or derived (without any adjustment) from the audited annual report and accounts for Premier for the year ended 31 December 2010 and Premier's interim financial statements for the six months ended 30 June 2011 (which are unaudited); and

-- financial information relating to the EnCore Group has been extracted or derived (without any adjustment) from the audited annual report and accounts for EnCore for the year ended 30 June 2010 and from the unaudited interim report for EnCore for the six months ended 31 December 2010.

2. The Acquisition Price is calculated:

-- by reference of the price of 338.7 pence per Premier Share, being the Closing Price on 4 October 2011, the last Business Day prior to this announcement; and

-- on the basis of the fully diluted number of EnCore Shares in issue referred to in paragraph 4 below.

3. As at the close of business on 4 October 2011, being the last Business Day prior to the date of this announcement, EnCore had in issue 292,695,488 ordinary shares of 5 pence each and Premier had in issue 468,052,032 ordinary shares of 12.5 pence each.

4. The fully diluted share capital of EnCore (being 315,493,530 EnCore Shares) is calculated on the basis of:

-- the number of issued EnCore Shares referred to in paragraph 3 above; and

-- any further EnCore Shares which may be issued on or after the date of this announcement on the exercise or vesting of in-the-money options and awards under the EnCore Share Option Plans, amounting in aggregate to 22,798,042 EnCore Shares.

5. The maximum number of New Premier Shares to be issued pursuant to the Acquisition is 65,203,859 New Premier Shares.

6. Unless otherwise stated, all prices and closing prices for EnCore Shares and Premier Shares are closing middle market quotations derived from the London Stock Exchange Daily Official List (SEDOL).

7. The premium calculations to the price per EnCore Share have been calculated by reference to a price of 45.25 pence per EnCore Share, being the Closing Price on 4 October 2011, the last Business Day prior to the issue of this announcement.

8. An exchange rate of $1.5402 to GBP1 has been used, being the $/GBP exchange rate as at 5pm in London on 4 October 2011, sourced from Bloomberg.

APPENDIX 3

DETAILS OF IRREVOCABLE UNDERTAKINGS

 
                                                   Percentage 
                                                   of EnCore 
                                                  issued share    Irrevocable 
                                                    capital       undertaking 
                    Number of       Number of      (excluding       to elect 
 Name of EnCore      EnCore       EnCore Shares   shares under     for Share 
   Shareholder       Shares       under option      option)       Alternative? 
---------------  --------------  --------------  -------------  -------------- 
   Alan Booth       6,650,000       3,895,883        2.27%            Yes 
---------------  --------------  --------------  -------------  -------------- 
  Eugene Whyms      5,900,000       3,895,883        2.02%            Yes 
---------------  --------------  --------------  -------------  -------------- 
  Graham Dore       4,550,000       3,345,883        1.55%            Yes 
---------------  --------------  --------------  -------------  -------------- 
  James Clark       2,110,327       2,195,883        0.72%            Yes 
---------------  --------------  --------------  -------------  -------------- 
   Christine 
     Wheeler        2,250,657        750,000         0.77%           No(1) 
---------------  --------------  --------------  -------------  -------------- 
 Vivien Gibney       232,000         250,000         0.08%           No(1) 
---------------  --------------  --------------  -------------  -------------- 
     Total         21,692,984      14,333,532        7.41%             - 
---------------  --------------  --------------  -------------  --------------

(1) Christine Wheeler and Vivien Gibney are entitled, but not obliged, to elect for the Share Alternative.

APPENDIX 4

DEFINITIONS

 
 "Acquisition"                   the proposed acquisition of the entire 
                                  issued and to be issued share capital 
                                  of EnCore by Premier 
------------------------------  ---------------------------------------------- 
 "Acquisition Price"             the consideration payable in connection 
                                  with the Acquisition 
------------------------------  ---------------------------------------------- 
 "AIM"                           AIM market, a market operated by the 
                                  London Stock Exchange 
------------------------------  ---------------------------------------------- 
 "AIM Rules"                     AIM Rules for Companies as published 
                                  by the London Stock Exchange, as amended 
                                  and updated from time to time 
------------------------------  ---------------------------------------------- 
 "BlackRock"                     BlackRock Investment Management (UK) 
                                  Limited 
------------------------------  ---------------------------------------------- 
 "Board"                         the board of directors 
------------------------------  ---------------------------------------------- 
 "boepd"                         barrels of oil equivalent per day 
------------------------------  ---------------------------------------------- 
 "Business Day"                  a day, (other than a Saturday, Sunday, 
                                  public or bank holiday) on which banks 
                                  are generally open for business in 
                                  London 
------------------------------  ---------------------------------------------- 
 "Capital Reduction"             the proposed reduction of share capital 
                                  of EnCore pursuant to the Scheme 
------------------------------  ---------------------------------------------- 
 "City Code" or "Code"           the City Code on Takeovers and Mergers 
------------------------------  ---------------------------------------------- 
 "Closing Price"                 the closing middle market quotations 
                                  of a share derived from the London 
                                  Stock Exchange Daily Official List 
------------------------------  ---------------------------------------------- 
 "Companies Act 2006"            the Companies Act 2006, and shall 
                                  be construed as a reference to it 
                                  as it may from time to time be amended, 
                                  modified or re-enacted 
------------------------------  ---------------------------------------------- 
 "Conditions"                    the conditions of the Acquisition 
                                  set out in Appendix 1 to this announcement 
------------------------------  ---------------------------------------------- 
 "Court"                         the High Court of Justice in England 
                                  and Wales 
------------------------------  ---------------------------------------------- 
 "Court Meeting"                 the meeting of the EnCore Shareholders 
                                  convened by order of the Court pursuant 
                                  to section 896 of the Companies Act 
                                  2006 for the purpose of considering 
                                  and, if thought fit, approving the 
                                  Scheme (with or without amendment) 
                                  and any adjournment thereof 
------------------------------  ---------------------------------------------- 
 "CREST"                         the relevant system (as defined in 
                                  the Uncertificated Securities Regulations 
                                  2001 (SI 2001/3755)) in respect of 
                                  which Euroclear UK & Ireland Limited 
                                  is the Operator (as defined in the 
                                  Uncertificated Securities Regulations 
                                  2001 (SI 2001/3755)) 
------------------------------  ---------------------------------------------- 
 "Dealing Disclosure"            a disclosure required under Rule 8 
                                  of the Code after the person concerned 
                                  deals in relevant securities of any 
                                  party to the offer 
------------------------------  ---------------------------------------------- 
 "Disclosed"                     (i) publicly announced via a Regulatory 
                                  Information Service by or on behalf 
                                  of EnCore prior to 4 October 2011, 
                                  (ii) disclosed in the annual report 
                                  and accounts of EnCore for the financial 
                                  year ended 30 June 2010, (iii) disclosed 
                                  in the interim report of EnCore for 
                                  the six months ended 31 December 2010 
                                  or (iv) as fairly disclosed in writing 
                                  by or on behalf of EnCore to Premier 
                                  or its advisers in connection with 
                                  the Acquisition prior to 4 October 
                                  2011 
------------------------------  ---------------------------------------------- 
 "Effective Date"                the date on which the Scheme becomes 
                                  effective in accordance with its terms 
------------------------------  ---------------------------------------------- 
 "Enlarged Group"                Premier Group (including the EnCore 
                                  Group) following the Effective Date 
------------------------------  ---------------------------------------------- 
 "EnCore"                        EnCore Oil plc, incorporated in England 
                                  and Wales with registered number 03328217 
------------------------------  ---------------------------------------------- 
 "EnCore Directors"              the directors of EnCore 
------------------------------  ---------------------------------------------- 
 "EnCore General Meeting"        the general meeting of EnCore Shareholders 
                                  to be convened to consider and if 
                                  thought fit pass, inter alia, certain 
                                  resolutions in relation to the Scheme 
                                  and the Acquisition and any adjustment 
                                  thereof 
------------------------------  ---------------------------------------------- 
 "EnCore Group"                  EnCore and its Subsidiary and associated 
                                  undertakings 
------------------------------  ---------------------------------------------- 
 "EnCore Shareholders"           the holders of EnCore Shares 
------------------------------  ---------------------------------------------- 
 "EnCore Share Option            the EnCore Oil plc 2006 Share Option 
  Plans"                          Plan consisting of an unapproved share 
                                  option plan, as amended, and individual 
                                  agreements pursuant to which options 
                                  were granted to former employees of 
                                  EnCore prior to 3 March 2006 
------------------------------  ---------------------------------------------- 
 "EnCore Shares"                 the ordinary shares of 5 pence each 
                                  in the capital of EnCore and, after 
                                  the Reduction Record Time, if applicable, 
                                  A shares and B shares in the share 
                                  capital of EnCore as reclassified 
                                  pursuant to the Scheme 
------------------------------  ---------------------------------------------- 
 "FSA"                           the Financial Services Authority 
------------------------------  ---------------------------------------------- 
 "London Stock Exchange"         London Stock Exchange plc 
------------------------------  ---------------------------------------------- 
 "Long Stop Date"                5:00pm on 28 February 2012 
------------------------------  ---------------------------------------------- 
 "Meetings"                      the Court Meeting and the EnCore General 
                                  Meeting 
------------------------------  ---------------------------------------------- 
 "mmboe"                         million barrels of oil equivalent 
------------------------------  ---------------------------------------------- 
 "New Premier Shares"            the new Premier Shares to be issued, 
                                  credited or fully paid pursuant to 
                                  the Scheme 
------------------------------  ---------------------------------------------- 
 "Offer"                         should the Acquisition be implemented 
                                  by way of a takeover offer as defined 
                                  in Chapter 3 of Part 28 of the Companies 
                                  Act 2006, the recommended offer to 
                                  be made by or on behalf of Premier 
                                  to acquire the entire issued and to 
                                  be issued ordinary share capital of 
                                  EnCore and, where the context admits, 
                                  any subsequent revision, variation, 
                                  extension or renewal of such offer 
------------------------------  ---------------------------------------------- 
 "Offer Document"                should the Acquisition be implemented 
                                  by means of the Offer, the document 
                                  to be sent to EnCore Shareholders 
                                  which will contain, inter alia, the 
                                  terms and conditions of the Offer 
------------------------------  ---------------------------------------------- 
 "Offer Period"                  the offer period (as defined in the 
                                  City Code) relating to EnCore which 
                                  commenced on 4 October 2011 
------------------------------  ---------------------------------------------- 
 "Official List"                 the official list maintained by the 
                                  UK Listing Authority 
------------------------------  ---------------------------------------------- 
 "Opening Position Disclosure"   an announcement containing details 
                                  of interests or short positions in, 
                                  or rights to subscribe for, any relevant 
                                  securities of a party to the offer 
                                  if the person concerned has such a 
                                  position 
------------------------------  ---------------------------------------------- 
 "Overseas Shareholders"         Scheme Shareholders who are resident 
                                  in, ordinarily resident in, or citizens 
                                  of, jurisdictions outside the United 
                                  Kingdom where, as relevant, the Share 
                                  Alternative would be a contravention 
                                  of applicable law 
------------------------------  ---------------------------------------------- 
 "Panel"                         the Panel on Takeovers and Mergers 
------------------------------  ---------------------------------------------- 
 "Premier"                       Premier Oil plc, incorporated in Scotland 
                                  with registered number SC234781 
------------------------------  ---------------------------------------------- 
 "Premier Group"                 Premier and its Subsidiary and associated 
                                  undertakings 
------------------------------  ---------------------------------------------- 
 "Premier Shares"                the ordinary shares of 12.5 pence 
                                  each in the capital of Premier 
------------------------------  ---------------------------------------------- 
 "Prospectus"                    the prospectus to be published by 
                                  Premier in connection with the Acquisition 
                                  and containing information on, amongst 
                                  other matters, Premier, the Enlarged 
                                  Group and the New Premier Shares 
------------------------------  ---------------------------------------------- 
 "RBC Capital Markets"           RBC Europe Limited, trading as RBC 
                                  Capital Markets 
------------------------------  ---------------------------------------------- 
 "Reduction Court Order"         the order of the Court under section 
                                  648 of the Companies Act 2006 confirming 
                                  the Capital Reduction 
------------------------------  ---------------------------------------------- 
 "Reduction Record Time"         the time and date specified as such 
                                  in the Scheme Document, expected to 
                                  be 6.00p.m. on the Business Day immediately 
                                  preceding the date on which the Reduction 
                                  Court Order is made 
------------------------------  ---------------------------------------------- 
 "Registrar of Companies"        the Registrar of Companies in England 
                                  and Wales, within the meaning of the 
                                  Companies Act 2006 
------------------------------  ---------------------------------------------- 
 "Regulatory Information         a "Regulatory Information Service" 
  Service"                        as defined in the AIM Rules for Companies 
------------------------------  ---------------------------------------------- 
 "Restricted Jurisdiction"       any jurisdiction where local laws 
                                  or regulations may result in a significant 
                                  risk of civil, regulatory or criminal 
                                  exposure if information concerning 
                                  the Acquisition is sent or made available 
                                  to EnCore Shareholders in that jurisdiction 
------------------------------  ---------------------------------------------- 
 "Rothschild"                    N M Rothschild & Sons Limited, acting 
                                  as sole financial adviser to EnCore 
------------------------------  ---------------------------------------------- 
 "Scheme"                        the proposed scheme of arrangement 
                                  under Part 26 of the Companies Act 
                                  2006 between EnCore and EnCore Shareholders 
                                  to implement the Acquisition, the 
                                  terms of which are to be set out in 
                                  the Scheme Document, with or subject 
                                  to any modification, addition or condition 
                                  thereto approved or imposed by the 
                                  Court and agreed to by EnCore and 
                                  Premier 
------------------------------  ---------------------------------------------- 
 "Scheme Court Hearing"          the hearing of the Court to sanction 
                                  the Scheme under Part 26 of the Companies 
                                  Act 2006 
------------------------------  ---------------------------------------------- 
 "Scheme Court Order"            the order of the Court sanctioning 
                                  the Scheme under Part 26 of the Companies 
                                  Act 2006 
------------------------------  ---------------------------------------------- 
 "Scheme Document"               the document to be dispatched to EnCore 
                                  Shareholders including the particulars 
                                  required by Part 26 of the Companies 
                                  Act 2006 
------------------------------  ---------------------------------------------- 
 "Scheme Shareholder"            holders of Scheme Shares 
------------------------------  ---------------------------------------------- 
 "Scheme Shares"                            the EnCore Shares: 1. in issue at 
                                            the date of the Scheme Document; 
                                            2. issued after the date of the 
                                            Scheme Document and prior to the 
                                            Scheme Voting Record Time; and 3. 
                                            issued at or after the Scheme 
                                            Voting Record Time but on or 
                                            before the Reduction Record Time, 
                                            either on terms that the original 
                                            or any subsequent holders of such 
                                            shares are to be bound by the 
                                            Scheme or in respect of which 
                                            their holders are, or shall have 
                                            agreed in writing to be, bound by 
                                            the Scheme in each case other than 
                                            EnCore Shares (if any) held by the 
                                            Premier Group 
------------------------------  ---------------------------------------------- 
 "Scheme Voting Record           the time and date specified in the 
  Time"                           Scheme Document by reference to which 
                                  entitlement to vote on the Scheme 
                                  will be determined, expected to be 
                                  6.00p.m. on the day which is two days 
                                  before the Scheme Meeting or, if the 
                                  Scheme Meeting is adjourned, 6.00p.m. 
                                  on the day which is two days before 
                                  the date of such adjourned Scheme 
                                  Meeting 
------------------------------  ---------------------------------------------- 
 "Share Alternative"             the alternative whereby EnCore Shareholders 
                                 (other than certain Overseas Shareholders) 
                                 may elect to receive New Premier Shares 
                                 instead of all or part of the cash 
                                 consideration which they would otherwise be 
                                 entitled to receive under the Acquisition, as 
                                 referred to in paragraph 9 of this 
                                 announcement 
------------------------------  ---------------------------------------------- 
 "Subsidiary"                    has the meaning given in section 1159 
                                  of the Companies Act 2006 
------------------------------  ---------------------------------------------- 
 "UK" or "United Kingdom"        the United Kingdom of Great Britain 
                                  and Northern Ireland 
------------------------------  ---------------------------------------------- 
 "UK Listing Authority"          the FSA as the competent authority 
  or "UKLA"                       for listing in the United Kingdom 
------------------------------  ---------------------------------------------- 
 "US" or "United States"         the United States of America, its 
                                  territories and possessions, any state 
                                  of the United States of America and 
                                  the District of Columbia 
------------------------------  ---------------------------------------------- 
 "US Securities Act"             the US Securities Act of 1933, as 
                                  amended 
------------------------------  ----------------------------------------------

Unless otherwise stated, all times referred to in this announcement are references to the time in London.

Any reference to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof.

This information is provided by RNS

The company news service from the London Stock Exchange

END

ACQGGBDGIBGBGBU

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