News

Nautical Petroleum plc Announcement

16 July, 2012

The following announcement - Recommended Cash Offer (the “Offer”) by Capricorn Energy Limited (“Capricorn”), a wholly-owned subsidiary of Cairn Energy PLC (“Cairn”) for Nautical Petroleum plc (“Nautical” or the “Company”) Results of shareholder meetings - has today been issued by Nautical Petroleum plc.
 

The following replaces the announcement released on 16 July 2012 at 12.06 p.m. under RNS No 7432H. The number of proxy votes against the Scheme at the Court Meeting has been amended due to an administrative error. All other details remain unchanged. The full amended text is shown below.

Not for release, publication or distribution, in whole or in part, directly or indirectly, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.

 

FOR IMMEDIATE RELEASE                                                                            16 July 2012

Recommended Cash Offer (the “Offer”)

by

Capricorn Energy Limited (“Capricorn”), a wholly-owned subsidiary of Cairn Energy PLC (“Cairn”)

for

Nautical Petroleum plc (“Nautical” or the “Company”)

 

Results of shareholder meetings

On 13 June 2012 the boards of Nautical and Cairn announced that they had reached agreement on the terms of the Offer under which Capricorn will acquire the entire issued and to be issued share capital of the Company.  It is intended that the Offer be implemented by a scheme of arrangement under Part 26 of the Companies Act 2006 (the “Scheme”).

Completion of the Offer is conditional upon, amongst other things Shareholders’ approval being obtained at the Court Meeting and the General Meeting.  Nautical is therefore pleased to announce that:

  • At the Court Meeting held today, the proposed scheme of arrangement as set out in the Notice of Court Meeting annexed to the circular posted to Shareholders dated 22 June 2012 (the “Nautical Circular”) was duly approved by Shareholders; and
  • At the General Meeting, also held today, the resolution set out in the Notice of General Meeting annexed to the Nautical Circular was duly passed.

Proxy votes received in relation to these meetings were as follows:

 

For     

Against

Total

Court Meeting

 

 

 

Number of shareholders voting

180

8

188

Number of votes        

33,346,976

637,819

33,984,795

% of votes cast

98.12%

1.88%

 

% of Scheme Shares

38.00%

0.73%

 

General Meeting

 

 

 

Number of Votes

33,273,435

742,251

34,015,686

% of Votes Cast

97.82%

2.18%

 

 

The Scheme remains conditional upon, inter alia, the sanction of the Scheme and the confirmation of the Capital Reduction by the Court, which are scheduled to take place on 3 August 2012 and 7 August 2012 respectively. The Board is not currently aware of any reason why such sanction and confirmation should not be forthcoming.

Except as otherwise defined herein, capitalised terms used but not defined in this announcement have the same meanings as given to them in the Nautical Circular.

A copy of this announcement will be available on Nautical’s website at www.nauticalpetroleum.com  by no later than 12:00 noon on 17 July 2012.

Enquiries:

 

Nautical Petroleum plc

 

Tel: +44 20 7647 0120

Steve Jenkins, Chief Executive

 

Paul Jennings, Commercial Director

Will Mathers, Finance Director

 

 

 

Investec (financial adviser, nominated adviser and joint broker to Nautical Petroleum plc)

Tel:  +44 20 7597 5970

Chris Sim

 

Neil Elliot

 

 

 

RBC Capital Markets (joint broker to Nautical Petroleum plc)

Tel: +44 20 7653 4000

Tim Chapman

 

Matthew Coakes

 

 

 

 

Buchanan (public relations adviser to Nautical Petroleum plc)

 

Tel:  +44 20 7466 5000

Tim Thompson

Ben Romney

Helen Chan

 

 

Investec Bank Plc (“Investec”), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser, nominated adviser and joint broker to Nautical and no-one else in connection with the Offer and will not be responsible to anyone other than Nautical for providing the protections afforded to clients of Investec nor for providing advice in relation to the Offer or any other matters referred to herein.

RBC Europe Limited (“RBC Capital Markets”), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as joint broker to Nautical and no-one else in connection with the Offer and will not be responsible to anyone other than Nautical for providing the protections afforded to clients of RBC Capital Markets nor for providing advice in relation to the Offer or any other matters referred to herein.

Overseas jurisdictions

The availability of the Offer in, and the release, publication or distribution of this announcement in or into, jurisdictions other than the United Kingdom may be restricted by law. In particular, as described in the Nautical Circular, the Offer will not be made directly or indirectly into any Restricted Jurisdiction. Therefore, persons into whose possession this announcement comes who are not resident in the United Kingdom or who are subject to the laws of other jurisdictions should inform themselves about, and observe, any applicable restrictions.  Nautical Shareholders who are in any doubt regarding such matters should consult an appropriate independent adviser in the relevant jurisdiction without delay.  Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction.

The Offer relates to shares of a company incorporated in the United Kingdom and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. The scheme of arrangement will relate to the shares of a company incorporated in the United Kingdom that is a "foreign private issuer" as defined under Rule 3b-4 under the US Securities Exchange Act of 1934, as amended (the "Exchange Act"). A transaction effected by means of a scheme of arrangement is not subject to proxy solicitation or tender offer rules under the Exchange Act. Accordingly, the Offer is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of US proxy solicitation and tender offer rules. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable to the United Kingdom that may not be comparable to the financial statements of companies incorporated in the United States.

Unless otherwise determined by Capricorn or required by the Code, and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Offer (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

Any person (including, without limitation, as custodian, nominee or trustee) who would or otherwise intends to, or who may have a contractual or legal obligation to forward this announcement and / or the Scheme Document and / or any other related document to any jurisdiction outside of the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction before taking any action.

This announcement has been prepared for the purposes of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of any jurisdiction outside the United Kingdom.

Disclosure requirements

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 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.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 an 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 an 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 p.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 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.

 

Enquiries:

Analysts/Investors    
Simon Thomson Chief Executive 0131 475 3000
Jann Brown  Managing Director & CFO 0131 475 3000
Mike Watts Deputy Chief Executive 0131 475 3000
David Nisbet Corporate Affairs 0131 475 3000
Media    
Patrick Handley Brunswick Group LLP 0207 404 5959
David Litterick Brunswick Group LLP 0207 404 5959