Compulsory Acquisition of Faroe Shares
4 February 2019
Faroe Petroleum plc
("Faroe Petroleum" or the "Company")
COMPULSORY ACQUISITION OF FAROE SHARES
Faroe Petroleum notes the announcement made by DNO ASA ("DNO"), that it has now acquired or received acceptances for over 90 percent of the Faroe Shares to which its Final Offer relates by nominal value and voting rights attaching to such shares, enabling it to initiate the compulsory acquisition procedure for the remaining Faroe Shares.
The full text of DNO's announcement is set out below:
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
FOR IMMEDIATE RELEASE
4 February 2019
RECOMMENDED CASH OFFER BY DNO ASA FOR FAROE PETROLEUM PLC COMPULSORY ACQUISITION OF FAROE SHARES
Oslo, 4 February 2019 - DNO ASA ("DNO"), the Norwegian oil and gas operator, has now acquired or received acceptances for over 90 percent of the Faroe Shares to which its Final Offer relates by nominal value and voting rights attaching to such shares, enabling it to initiate the compulsory acquisition procedure for the remaining Faroe Shares.
DNO announced its final cash offer for the entire issued and to be issued share capital of Faroe Petroleum plc ("Faroe") at 160 pence in cash for each Faroe Share (the "Final Offer") on 8 January 2019 and published the final offer document on the same day (the "Final Offer Document"). On 9 January 2019, Faroe announced the Faroe Board's recommendation of the Final Offer.
As at 5.00 p.m. (London time) on 1 February 2019, DNO had settled valid acceptances of the Final Offer in respect of a total of 128,595,577 Faroe Shares representing approximately 32.48 percent of the issued share capital of Faroe. DNO also owns 251,942,426 Faroe Shares (representing 63.63 percent of Faroe's issued share capital) as a result of the market purchases it has made. In total, DNO has now settled acceptances of the Final Offer in respect of, and/or has otherwise acquired, 380,538,003 Faroe Shares, representing 96.11 percent of Faroe's issued share capital.
DNO will shortly begin the implementation of the compulsory acquisition procedure to acquire the remaining Faroe Shares under Chapter 3 of Part 28 of the Companies Act 2006 (the "Act"), as contemplated by the Final Offer Document and will despatch formal compulsory acquisition notices under sections 979 and 980 of the Act (the "Compulsory Acquisition Notices") to Faroe Shareholders who have not yet accepted the Final Offer. These notices will set out DNO's intention to apply the provisions of section 979 of the Act to acquire compulsorily any remaining Faroe Shares in respect of which the Final Offer has not been accepted on the same terms as the Final Offer.
On the expiry of six weeks from the date of the Compulsory Acquisition Notices the Faroe Shares held by those Faroe Shareholders who have not accepted the Final Offer will be acquired compulsorily by DNO on the same terms as the Final Offer. The consideration to which those Faroe Shareholders will be entitled will be held by Faroe as trustee on behalf of those Faroe Shareholders who have not accepted the Final Offer and they will be requested to claim their consideration by writing to Faroe at the end of the six-week period.
Procedure for acceptance of the Final Offer
Faroe Shareholders who have not already accepted the Final Offer are encouraged to do so without delay in accordance with the following procedures:
- acceptances of the Final Offer in respect of certificated Faroe Shares should be made by completing either the first form of acceptance which accompanied the First Offer Document (the "First Form of Acceptance") or the final form of acceptance which accompanied the Final Offer Document (the "Final Form of Acceptance") (together, the "Forms of Acceptance") as soon as possible;
- acceptances of the Final Offer in respect of uncertificated shares should be made electronically through CREST (an "Electronic Acceptance"). You are reminded that, if you are a CREST sponsored member, you should contact your CREST sponsor before taking any action.
If you have any questions about the Final Offer or are in any doubt as to how to complete the First Form of Acceptance or the Final Form of Acceptance or the making of an Electronic Acceptance (as the case may be), please contact Equiniti Limited on 0333 207 6399 or +44 121 415 0973 (if calling from outside the UK). Lines are open from 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (excluding English and Welsh public holidays).
The Final Offer Document and Final Form of Acceptance were published on 8 January 2019 and are available on DNO's website at https://www.dno.no/en/investor-relations/offer_announcement_26November.
The consideration due to accepting Faroe Shareholders is expected to be despatched within 14 days of the date of receipt of further acceptances which are valid and complete in all respects. Therefore, accepting the Final Offer should enable you to receive your payment more promptly than if the compulsory acquisition procedure is followed.
Tel: +47 911 57 197
Tel: +44 20 7404 5959
Lambert Energy Advisory Limited
Tel: +44 20 7491 4473
Pareto Securities AS
Tel: +47 22 87 87 48
Defined terms used but not defined in this announcement have the meanings given in the First Offer Document, as amended and supplemented by the Final Offer Document unless the context requires otherwise.
This announcement is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Final Offer or otherwise, nor shall there be any sale, issuance or transfer of securities of Faroe in any jurisdiction in contravention of applicable law. The Final Offer will be made solely by means of the Final Offer Document and (in respect of Faroe Shares held in certificated form) the Final Form of Acceptance accompanying the Final Offer Document, which will, together, contain the full terms and conditions of the Final Offer including details of how it may be accepted. Any decision in respect of, or other response to, the Final Offer should be made only on the basis of the information contained in the Final Offer Document and the Final Form of Acceptance (read in conjunction with the First Offer Document and First Form of Acceptance).
Please be aware that addresses, electronic addresses and certain other information provided by Faroe Shareholders, persons with information rights and other relevant persons for the receipt of communications from Faroe may be provided to DNO during the Offer Period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.11 of the Code.
Lambert Energy Advisory Limited, which is authorised and regulated in the UK by the FCA, is acting exclusively for DNO and no-one else in connection with the Final Offer and will not be responsible to anyone other than DNO for providing the protections afforded to clients of Lambert Energy Advisory Limited nor for providing advice in relation to the Final Offer or any other matters referred to in the Final Offer Document, this announcement or otherwise.
Pareto Securities AS is acting exclusively for DNO and no-one else in connection with the Final Offer and will not be responsible to anyone other than DNO for providing the protections afforded to clients of Pareto Securities AS nor for providing advice in relation to the Final Offer or any other matters referred to in the Final Offer Document, this announcement or otherwise.
The availability of the Final Offer to Faroe Shareholders who are not resident in and citizens of the UK or the US may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the UK or the US should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Further details in relation to Overseas Shareholders are contained in the Final Offer Document.
The release, publication or distribution of this announcement in or into jurisdictions other than the UK or the US may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK or the US should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Final Offer disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement has been prepared for the purposes of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of England.
The Final Offer is not being made, directly or indirectly, in, into or from any jurisdiction where to do so would violate the laws in that jurisdiction. Accordingly, copies of this announcement and formal documentation relating to the Final Offer will not be and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any jurisdiction where to do so would violate the laws of that jurisdiction.
Notice to US Faroe Shareholders
The Final Offer is being made for the securities of an English company and is subject to UK disclosure requirements, which are different from those of the US. The financial information included in the Final Offer Document has been prepared in accordance with IFRS and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.
The Final Offer will be made in the US pursuant to an exemption from US tender offer rules provided by Rule l4d-1I under the US Exchange Act and otherwise in accordance with the requirements of the Code. Accordingly, the Final Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments, that are different from those applicable under US domestic tender offer procedures and law. If the Final Offer is instead implemented by means of a scheme of arrangement as provided for under English law it will not be subject to the tender offer rules of the US Exchange Act. Accordingly, the Final Offer would be subject to disclosure requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure requirements of US tender offer rules.
The receipt of cash pursuant to the Final Offer by a US Faroe Shareholder will likely be a taxable transaction for US federal income tax purposes and under applicable state and local, as well as foreign and other tax laws. Each holder of Faroe Shares is urged to consult his/her independent professional advisor immediately regarding the tax consequences of acceptance of the Final Offer.
It may be difficult for US Faroe Shareholders to enforce their rights and any claim arising out of the US federal securities laws, since DNO is located in a country other than the US, and some or all of their officers and directors may be residents of countries other than the US. US Faroe Shareholders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.
In accordance with normal UK practice, DNO or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Faroe Shares outside the US, other than pursuant to the Final Offer, before or during the period in which the Final Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website, www.londonstockexchange.com.
Forward looking statements
This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Final Offer and other information published by DNO contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of DNO about future events and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. The forward-looking statements contained in this announcement include statements relating to the expected effects of the Final Offer on DNO and Faroe, the expected timing and scope of the Final Offer and other statements other than historical facts.
Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", "believes" or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Although DNO believes that the expectations reflected in such forward-looking statements are reasonable, DNO can give no assurance that such expectations will prove to be correct. 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. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include the satisfaction of the Condition, as well as additional factors, for example, oil and gas operations, particularly those relating to development stage assets which are subject to varying inputs that may impact timing, including, inter alia, permitting, environmental regulation, changes to regulators and regulation, third party manufacturers and service providers, the weather and asset partner and operator actions. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors. DNO, its associates, directors, officers and advisers provide no representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place undue reliance on these forward-looking statements. Other than in accordance with its legal or regulatory obligations DNO is under no obligation, and DNO expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
No profit forecasts or quantified benefits statement
No statement in this announcement is intended as a profit forecast, profit estimate or qualified benefits statement and no statement in this announcement should be interpreted to mean that earnings per Faroe Share or DNO share for the current or future financial years would necessarily match or exceed the respective historical published earning per Faroe Share or DNO share or to mean that the enlarged group's earnings in the first 12 months following the Final Offer, or in any subsequent period, would necessarily match or be greater than those of Faroe or DNO for the relevant preceding financial period or any other period.
Publication on website and hard copies
A copy of this announcement and the documents required to be published by Rule 26 of the Code is and will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on DNO's website https://www.dno.no/en/investor-relations/offer_announcement_26November. For the avoidance of doubt, the contents of such website are not incorporated into and do not form part of this announcement.
You may request a hard copy of this announcement by contacting Equiniti Limited on 0333 207 6399 or +44 121 415 0973 (if calling from outside the UK) or by submitting a request in writing to Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA. Lines are open from 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (excluding English and Welsh public holidays). Calls to the helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Please note that Equiniti Limited cannot provide advice on the merits of the Final Offer nor give financial, tax, investment or legal advice. If you have received this announcement in electronic form, copies of this announcement and any document or information incorporated by reference into this announcement will not be provided unless such a request is made.
DNO is a Norwegian oil and gas operator focused on the Middle East and North Sea. Founded in 1971 and listed on the Oslo Stock Exchange, DNO holds stakes in onshore and offshore licences at various stages of exploration, development and production in the Kurdistan region of Iraq, Norway, the UK and Yemen.
For further information please contact:
|Faroe Petroleum plc||Tel: +44 1224 650 920|
|Stifel Nicolaus Europe Limited Callum Stewart /Nicholas Rhodes / Ashton Clanfield||Tel: +44 207 710 7600|
|BMO Capital Markets Tom Rider / Jeremy Low/Tom Hughes||Tel: +44 207 236 1010|
|FTI Consulting Ben Brewerton/ Ntobeko Chidavaenzi||Tel: +44 207 831 3113|
The information contained within this announcement is considered to be inside information prior to its release, as defined in Article 7 of the Market Abuse Regulation No. 596/2014, and is disclosed in accordance with the Company's obligations under Article 17 of those Regulations.
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