TIDMFEP
RNS Number : 5953K
Forum Energy Plc
17 April 2015
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 THAT
JURISDICTION
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE
ON TAKEOVERS AND MERGERS (THE "CODE"). IT IS NOT AN ANNOUNCEMENT OF
A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND
THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE
Forum Energy plc
("Forum Energy" or the "Company")
Share Price Movement,
Possible Cancellation of Admission
and Possible Offer to Minorities
The board of Forum Energy (the "Board") notes the recent
movement in the Company's share price.
Following the Company's announcement on 2 March 2015 in relation
to the decision by the Philippine Department of Energy to grant a
force majeure on Service Contract 72, the Board is considering
applying for the cancellation of admission to AIM of the Company's
ordinary shares ("Shares") ("Cancellation"), which would require a
shareholder resolution at the Company's forthcoming AGM in
June.
The Company has been exploring options to allow its minority
shareholders the ability to trade out of their Shares prior to the
Cancellation taking effect. As the Company is unable to make a
tender offer for its Shares due to having negative reserves, it has
explored other alternatives. It is currently in discussions with
Philex Petroleum Corporation ("Philex"), which has an interest in
approximately 60.57% of Forum Energy (including through Philex's
subsidiary, FEC Resources Inc, ("FEC") and FEC's nominee, Ferlim
Nominees Limited), regarding Philex potentially making an offer to
minority shareholders to acquire their Shares for cash prior to the
Cancellation taking effect so that shareholders have the option of
selling their Shares rather than retaining shares in an unlisted
company.
Philex is currently considering whether such an offer will be
made and there is no certainty that such an offer will be made.
However, Philex has indicated to the Company that, were such an
offer to be made, Philex would offer minority shareholders cash
consideration of 20 pence per Share.
This announcement has been made with the consent of Philex.
This is an announcement falling under Rule 2.4 of the Code. It
does not constitute an announcement of a firm intention to make an
offer under Rule 2.7 of the Code.
For the purposes of Rule 2.5(a) of the Code, Philex reserves the
right to make an offer for the Shares at less than 20 pence per
Share in cash with the agreement or recommendation of the Board of
the Company.
In accordance with Rule 2.6(a) of the Code, Philex is required,
by not later than 5.00 p.m. on 15 May 2015, either to announce a
firm intention to make an offer to the minority shareholders in the
Company or announce that it does not intend to make such an offer,
in which case the announcement will be treated as a statement to
which Rule 2.8 of the Code applies. This deadline can be extended
with the consent of the Panel in accordance with Rule 2.6(c) of the
Code.
A further announcement will be made in due course, as
appropriate.
A copy of this announcement will be available on the Company's
website at www.forumenergyplc.com. The content of the website
referred to in this announcement is not incorporated into and does
not form part of this announcement.
For further information please contact:
Forum Energy Plc
Paul Wallace Tel: +44 (0) 208 616 7297
Executive Director
Execution Noble & Company, trading as Espirito Santo
Investment Bank
(Nominated adviser)
Harry Stockdale Tel: +44 (0) 207 456 9191
John Riddell
Execution Noble & Co Limited, which is regulated in the
United Kingdom by The Financial Conduct Authority is acting
exclusively for the Company in relation to the matters described in
this announcement and is not advising any other person, and
accordingly will not be responsible to anyone other than the
Company for providing the protections afforded to customers of
Execution Noble & Co Limited or for providing advice in
relation to the matters described in this announcement.
Rule 2.10 Disclosure
In accordance with Rule 2.10 of the Code, the Company confirms
that, as at the close of business on 16 April 2015, it had
35,549,533 Shares of 10 pence each in issue. There are no Shares
held in treasury. The International Securities Identification
Number for the Shares is GB00B07C1T48.
Disclosure requirements of the 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 securities exchange 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
securities exchange 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
securities exchange 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 securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange 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 securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange 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 securities exchange 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
securities exchange 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 http://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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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