TIDMPMO TIDMEO.
RNS Number : 5920P
Premier Oil PLC
05 October 2011
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER Rules
8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Identity of the party to the Premier Oil plc ("Premier")
offer making the disclosure:
(b) Owner or controller of interests N/A
and short positions disclosed,
if different from 1(a):
The naming of nominee or vehicle
companies is insufficient
----------------------------
(c) Name of offeror/offeree in EnCore Oil plc ("EnCore")
relation to whose relevant securities
this form relates: Use a separate
form for each party to the offer
----------------------------
(d) Is the party to the offer Offeror
making the disclosure the offeror
or the offeree?
----------------------------
(e) Date position held: 5 October 2011
----------------------------
(f) Has the party previously No
disclosed, or is it today disclosing,
under the Code in respect of any
other party to this offer?
----------------------------
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
(a) Interests and short positions in the relevant securities of
the offeror or offeree to which the disclosure relates
Class of relevant security: Ordinary Shares
Interests Short positions
------------ ------------------
Number % Number %
-------- ------------- ---
(1) Relevant securities Nil - Nil -
owned and/or controlled:
-------- ------------- ---
(2) Derivatives (other Nil - Nil -
than options):
-------- ------------- ---
(3) Options and agreements Nil - Nil -
to purchase/sell:
-------- ------------- ---
TOTAL: Nil - Nil -
-------- ------------- ---
All interests and all short positions should be disclosed.
Details of any open derivative or option positions, or
agreements to purchase or sell relevant securities, should be given
on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or
financial collateral arrangements should be disclosed on a
Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
Class of relevant security None
in relation to which subscription
right exists:
Details, including nature of None
the rights concerned and relevant
percentages:
-----
If there are positions or rights to subscribe to disclose in
more than one class of relevant securities of the offeror or
offeree named in 1 (c), copy table 2(a) or (b) (as appropriate) for
each additional class of relevant security.
(c) Irrevocable commitments and letters of intent
Details of any irrevocable commitments or letters of intent
procured by the party to the offer making the disclosure
or any person acting in concert with it (see Note 3 on Rule
2.11 of the Code):
Premier has received irrevocable undertakings from the directors
of EnCore to vote, or to procure that the registered holder
votes, in favour of the resolutions relating to the acquisition
of the entire issued ordinary share capital of Encore by
Premier (the "Acquisition") to be implemented by way of
a court sanctioned scheme of arrangement (the "Scheme")
under Part 26 of the Companies Act 2006 (or, in the event
that the Acquisition is implemented by means of a takeover
offer (as such term is defined in section 974 of that Act)
(the "Offer"), to accept or procure acceptance of the Offer)
in respect of 21,692,984 Encore ordinary shares, representing
approximately 7.41% of the current issued share capital
of EnCore.
Total number
of Percentage of EnCore
existing EnCore issued share capital
Name shares (excluding shares under option)
Alan Booth 6,650,000 2.27%
Eugene Whyms 5,900,000 2.02%
Graham Dore 4,550,000 1.55%
James Clark 2,110,327 0.72%
Christine Wheeler 2,250,657 0.77%
Vivien Gibney 232,000 0.08%
Total 21,692,984 7.41%
The executive directors of EnCore (the "Executive Directors")
have also irrevocably undertaken to elect for new Premier
shares instead of all or part of the cash consideration
they would otherwise be entitled to receive under the Acquisition
(the "Share Alternative"). The undertakings to acquire the
Share Alternative apply in respect of 32,543,859 Encore
ordinary shares, representing their total number of existing
EnCore shares and the EnCore shares to be issued to them
under options.
Total number Total number
of Total number of EnCore shares
existing EnCore of shares under plus shares
Name shares options under options
Alan Booth 6,650,000 3,895,883 10,545,883
Eugene Whyms 5,900,000 3,895,883 9,795,883
Graham Dore 4,550,000 3,345,883 7,895,883
James Clark 2,110,327 2,195,883 4,306,210
Total 19,210,327 13,333,532 32,543,859
These irrevocable undertakings cease to be binding if: (i)
the Scheme document has been issued and the Scheme has not
become effective by 5.00 p.m. on 28 February 2012 and prior
to that time (should the Acquisition be implemented by way
of takeover offer) Premier has not issued an Offer document;
or (ii) an Offer document is issued before 5.00 p.m. on
28 February 2012 and the Offer lapses or is withdrawn without
having become wholly unconditional.
The obligations under these irrevocable undertakings extend
to any shares arising or to arise pursuant to the exercise
of options held by the Executive Directors. However, the
Executive Directors shall not be obliged to elect for the
Share Alternative in relation to shares arising or to arise
under any options until the date on which the court sanctions
the Scheme or the Offer becomes unconditional in all respects
(as the case may be) or such later date as Premier and Encore
may otherwise agree.
Premier has also received a letter of intent from BlackRock
Investment Management (UK) ("BlackRock") acting as investment
manager on behalf of clients who are the beneficial holders
of, or have other interests, in shares in EnCore confirming
that it is BlackRock's current intention to vote in favour
of the resolutions relating to the Acquisition pursuant
to the Scheme (or, in the event that the Acquisition is
implemented by means of the Offer), to accept or procure
acceptance in respect of the Offer in respect of the shares
in EnCore which BlackRock is able to control.
The letter of intent from BlackRock is not legally binding
and BlackRock (subject to applicable law) retains the right
to deal with the EnCore shares that it controls in its absolute
discretion and/or on the instructions of its clients.
As at close of business on 3 October 2011, BlackRock was
interested in 17,049,983 EnCore shares (representing approximately
5.83% of the current issued share capital of EnCore) and
had the ability to control the voting rights attached to
all such shares.
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE
OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to
subscribe of any person acting in concert with the party
to the offer making the disclosure:
None.
It has not been practicable for Premier to make enquiries
of all of its concert parties in advance of releasing this
Opening Position Disclosure and therefore this Opening Position
Disclosure does not include all relevant details in respect
of Premier's concert parties.
Premier confirms that a further disclosure in accordance
with Rule 8.1(a) and Note 2(a)(i) on Rule 8 of the Code
will be made as soon as possible, if required.
If there are positions or rights to subscribe to disclose in
more than one class of relevant securities of the offeror or
offeree named in 1 (c), copy table 3 for each additional class of
relevant security.
Details of any open derivative or option positions, or
agreements to purchase or sell relevant securities, should be given
on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or
financial collateral arrangements should be disclosed on a
Supplemental Form 8 (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement
or understanding, formal or informal, relating to relevant
securities which may be an inducement to deal or refrain
from dealing entered into by the party to the offer making
the disclosure or any person acting in concert with it:
If there are no such agreements, arrangements or understandings,
state "none"
None
(b) Agreements, arrangements or understandings relating to
options or derivatives
Details of any agreement, arrangement or understanding,
formal or informal, between the party to the offer making
the disclosure, or any person acting in concert with it,
and any other person relating to:
(i) the voting rights of any relevant securities under any
option; or
(ii) the voting rights or future acquisition or disposal
of any relevant securities to which any derivative is referenced:
If there are no such agreements, arrangements or understandings,
state "none"
None
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Position) No
Supplemental Form 8 (SBL) No
---
Date of disclosure: 5 October 2011
Contact name: Andy Gibb
--------------------
Telephone number: +44 (0)20 7730 1111
--------------------
Public disclosures under Rule 8 of the Code must be made to a
Regulatory Information Service and must also be emailed to the
Takeover Panel at monitoring@disclosure.org.uk. The Panel's Market
Surveillance Unit is available for consultation in relation to the
Code's dealing disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at
www.thetakeoverpanel.org.uk.
509880178
This information is provided by RNS
The company news service from the London Stock Exchange
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