TIDMPMG TIDMLHD
RNS Number : 5429H
Parkmead Group (The) PLC
21 June 2013
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
21 June 2013
RECOMMENDED ALL-SHARE OFFER
for
Lochard Energy Group PLC ("Lochard Energy")
by
The Parkmead Group plc ("Parkmead")
(to be implemented by way of a Scheme of Arrangement
under Part 26 of the Companies Act 2006)
NO INCREASE TO OFFER
Prior to the announcement of the recommended offer on 23 May
2013 ("Offer Announcement"), Parkmead had conducted extensive due
diligence on Lochard Energy and had formulated the terms of its
offer based, inter alia, on the anticipated future performance and
risks of the Athena field.
Having undertaken full technical, financial and legal due
diligence of Lochard Energy and its assets, the board of Parkmead
believes that its offer for Lochard Energy reflects fully the value
of Lochard Energy. Therefore, Parkmead confirms that its offer of
0.385 Parkmead Shares for each Lochard Energy Share is final, and
that this offer will not be increased.
The Parkmead offer has been recommended by the Lochard Energy
Directors who believe that the terms of the Acquisition are in the
best interests of Lochard Energy and the Lochard Energy
Shareholders, as a whole.
Parkmead has also received irrevocable undertakings or letters
of intent to vote in favour of the Scheme and the resolutions at
the Court Meeting and the General Meeting, both being held on 11
July 2013, from certain Lochard Energy Shareholders in respect of
123,719,434 Lochard Energy Shares representing, in aggregate,
approximately 41.4 per cent. of the issued ordinary share capital
of Lochard Energy. A summary of the irrevocable undertakings and
the letter of intent given by Lochard Energy Shareholders is
contained in Appendix I to this announcement. Parkmead reserves its
right under Rule 32.2 of the City Code on Takeovers and Mergers
(the 'Takeover Code') to increase the offer in the event that a
third party announces a firm intention to make an offer for Lochard
Energy.
The scheme circular to Lochard Energy Shareholders containing
the terms and conditions of the offer from Parkmead was posted to
Lochard Energy Shareholders and, for information purposes only, to
Lochard Energy share incentive scheme participants on 17 June 2013.
The latest times for receipt of forms of proxy for the Court
Meeting and the General Meeting are 10.00 am and 10.15 am
respectively on 9 July 2013.
Defined terms used in this announcement have the same meaning as
set out in Appendix IV to the Offer Announcement.
Enquiries:
The Parkmead Group plc
+44 (0) 1224
Tom Cross (Executive Chairman) 622200
Ryan Stroulger (Chief Financial +44 (0) 1224
Officer) 622200
Charles Stanley Securities (Financial
Adviser, NOMAD and Corporate
Broker to Parkmead)
+44 (0) 20 7149
6000
+44 (0) 20 7149
Marc Milmo 6000
Karri Vuori +44 (0) 20 7149
Carl Holmes 6000
Media Enquiries:
College Hill Associates (PR
Adviser to Parkmead)
+44 (0) 20 7457
Alexandra Roper 2020
Charles Stanley Securities, which is authorised and regulated in
the UK by the Financial Conduct Authority, is acting exclusively
for Parkmead and no one else in connection with the Acquisition and
this Announcement and will not be responsible to anyone other than
Parkmead for providing the protections afforded to clients of
Charles Stanley Securities nor for providing advice in connection
with the Acquisition or any matter referred to herein.
This announcement has been prepared for the purpose of complying
with English law and the City Code and the information disclosed
may not be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws of
jurisdictions outside the United Kingdom.
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to the laws of
other jurisdictions should inform themselves of, and observe, any
applicable requirements.
Copies of this announcement and any formal documentation
relating to the Acquisition are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from any Restricted Jurisdiction and persons
receiving such documents (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send
them in or into or from any Restricted Jurisdiction. If the
Acquisition is implemented by way of a Takeover Offer (unless
otherwise permitted by applicable law and regulation), the Takeover
Offer may not be made, directly or indirectly, in or into, or by
the use of mails or any means or instrumentality (including, but
not limited to, facsimile, e-mail or other electronic transmission,
telex or telephone) of interstate or foreign commerce of, or of any
facility of, a national, state or other securities exchange of any
Restricted Jurisdiction and the Takeover Offer may not be capable
of acceptance by any such use, means, instrumentality or
facilities.
Disclosure requirements of the City Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any paper offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer
is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the Announcement in which any paper
offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i)
the offeree company; and (ii) any paper offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 pm (London time) on the 10th Business
Day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th
Business Day following the Announcement in which any paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company or of any paper offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
paper offeror, save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure by a
person to whom Rule 8.3(b) applies must be made by no later than
3.30 pm (London time) on the Business Day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on website
A copy of this announcement will be made available, free of
charge subject to certain restrictions relating to persons resident
in Restricted Jurisdictions, at www.lochardenergy.com and
www.parkmeadgroup.com no later than 12 noon (London time) on the
Business Day following the date of this announcement.
APPENDIX I
IRREVOCABLE UNDERTAKINGS AND THE LETTER OF INTENT
Lochard Energy Shareholders
Whilst none of the Lochard Energy Directors are directly
interested in any Lochard Energy Shares, Jamie Brooke, a
non-executive Director of Lochard Energy is also an employee of
Henderson Global Investors Limited. Funds managed by Henderson
Global Investors Limited and Henderson Alternative Investment
Advisor Limited are interested in 93,926,577 Lochard Energy Shares,
representing approximately 31.4 per cent. of the issued ordinary
share capital of Lochard Energy. Parkmead has received irrevocable
undertakings from Henderson Global Investors Limited and Henderson
Alternative Investment Advisor Limited to vote in favour of the
Scheme and the resolutions at the Court Meeting and the General
Meeting in respect of such 93,926,577 Lochard Energy Shares,
representing approximately 31.4 per cent. of the issued ordinary
share capital of Lochard Energy. Details of these undertakings are
set out below.
Parkmead has also received irrevocable undertakings to vote in
favour of the Scheme and the resolutions at the Court Meeting and
the General Meeting from certain other Lochard Energy Shareholders
in respect of a further 25,892,857 Lochard Energy Shares,
representing approximately 8.7 per cent. of the issued ordinary
share capital of Lochard Energy.
Parkmead has therefore received irrevocable undertakings in
respect of 119,819,434 Lochard Energy Shares representing, in
aggregate, approximately 40.1 per cent. of the issued ordinary
share capital of Lochard Energy. Details of these undertakings are
set out below.
All the irrevocable undertakings remain binding in all
circumstances unless:
(i) the Scheme Document is not posted within 28 days from the
date of the Offer Announcement;
(ii) the Scheme does not become effective (or, in the event that
Parkmead elects to implement the Acquisition by way of a takeover
offer (within the meaning of section 974 of the Companies Act) does
not become wholly unconditional) on or before the date being six
months following the date of the Offer Announcement;
(iii) the Scheme is withdrawn or otherwise lapses; or
(iv) a person other than Parkmead or any person acting in
concert with Parkmead announces prior to the Court Meeting and the
General Meeting a firm intention (in accordance with Rule 2.7 of
the Code) to make an offer (within the meaning of the City Code),
which is not the subject of pre-conditions, to acquire all the
equity share capital of Lochard Energy, other than that already
owned by the person making such offer, on terms which represent (in
the reasonable opinion of Parkmead) an improvement of 15% or more
on the value of the consideration offered under the
Acquisition.
In addition, Parkmead has obtained a letter of intent from Palm
Global LLP in respect of 3,900,000 Lochard Energy Shares
representing approximately 1.3 per cent. of the issued ordinary
share capital of Lochard Energy to vote in favour of the Scheme and
the resolutions at the Court Meeting and the General Meeting.
Details of irrevocable undertakings and letter of intent
The following Lochard Energy Shareholders have given irrevocable
undertakings on the terms summarised above:
Lochard Energy Shares subject to irrevocable undertakings
Name Number of Lochard Energy Shares % of Lochard Energy issued share capital
The Strathclyde Pension Fund* 18,629,715 6.23%
Henderson UK and Irish Smaller Companies
Fund* 13,983,568 4.68%
The Alphagen Volantis Fund Limited* 34,749,632 11.63%
Henderson UK Small Cap Best Ideas Fund* 12,146,111 4.06%
Citigroup Pension Plan Investment
Committee* 7,142,857 2.39%
The Henderson Value Trust plc* 7,274,694 2.43%
Seren Capital Management Ltd 14,002,858 4.69%
Lion Nominees Limited A/C RB 4,326,859 1.45%
Michael Rose 2,781,570 0.93%
Tracey Rose 1,000,000 0.33%
Robert Frost 3,781,570 1.27%
Total 119,819,434 40.09%
*Funds managed by Henderson Global Investors Limited and/or Henderson Alternative Investment
Advisor Limited
Lochard Energy Shares subject to letter of intent
Name Number of Lochard Energy Shares % of Lochard Energy issued share capital
Palm Global LLP 3,900,000 1.30%
Total Lochard Energy Shares subject to
irrevocable undertakings and letter of
intent 123,719,434 41.40%
This information is provided by RNS
The company news service from the London Stock Exchange
END
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