TIDMWEN
RNS Number : 7895V
Wentworth Resources PLC
06 December 2023
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.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO 596/2014 (AS IT
FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018). UPON PUBLICATION OF THIS ANNOUNCEMENT, THIS
INSIDE INFORMATION WILL BE CONSIDERED TO BE IN THE PUBLIC
DOMAIN.
6 December 2023
WENTWORTH RESOURCES PLC
("Wentworth" or the "Company")
Update on Offer from Maurel & Prom
Wentworth Resources ( : WEN), the independent, Tanzania-focused
natural gas production company, today provides an update on the
offer from Etablissements Maurel & Prom S.A. ("M&P").
Background
On 5 December 2022, the boards of Wentworth and M&P
announced that they had reached agreement on the terms of a
recommended all cash offer by M&P for the entire issued, and to
be issued, share capital of Wentworth (the "Acquisition"). The
Acquisition is to be implemented by means of a scheme of
arrangement pursuant to Article 125 of the Jersey Companies Law.
The circular in relation to the Scheme was published or made
available to Wentworth Shareholders on 25 January 2023 (the "Scheme
Document").
The Acquisition was approved by Wentworth Shareholders at the
Court Meeting and the General Meeting which were held on 23
February 2023, but remains subject to the satisfaction or (where
capable of being waived) waiver of the other Conditions to the
Acquisition as set out in Part III (Conditions to and certain
further terms of the Acquisition and the Scheme) of the Scheme
Document.
These Conditions include, inter alia, (i) consent from the
Minister responsible for petroleum affairs in Tanzania under the
Petroleum Act 2015 and any other applicable laws ("MoE Consent");
(ii) the waiver of any right of first refusal or pre-emption right
to which by the Tanzania Petroleum Development Corporation ("TPDC")
is entitled in respect of the Mnazi Bay asset (the "TPDC Waiver");
and (iii) approval from the Tanzanian Fair Competition Commission
("FCC") (together the "Governmental Approval Conditions"), in each
case on terms satisfactory to M&P, acting reasonably.
Scheme Court Hearing
Commercial discussions have been ongoing between M&P and
relevant Tanzanian stakeholders regarding the satisfaction of the
above-mentioned Governmental Approval Conditions. Over the course
of the last two weeks, representatives of the Company and M&P
attended a number of meetings with TPDC.
As a result of progress made in these commercial discussions,
the Board has made arrangements for the Jersey Court to consider,
and if thought fit, sanction the Scheme at a Scheme Court Hearing
to be held on 19 December 2023 and all parties are working to
satisfy the Governmental Approval Conditions prior to this
date.
The Scheme remains subject to certain other conditions,
including sanction by the Court at the Court Sanction Hearing and
the delivery of a copy of the Court Order to the Registrar of
Companies. Subject to the satisfaction of the Governmental Approval
Conditions, the Scheme receiving the sanction of the Court, the
delivery of a copy of the Court Order to the Registrar of Companies
and the satisfaction (or, where applicable, the waiver) of the
other Conditions set out in Part III of the Scheme Document, the
Scheme is expected to become effective on 21 December 2023. The
expected timetable of principal events for the implementation of
the Scheme is set out below. If any change to the key dates and/or
times set out in the timetable are made, whether by reason of any
delay in the Governmental Approval Conditions being satisfied or
otherwise, Wentworth will give notice of this change by issuing an
announcement through a Regulatory Information Service and such
announcement will be made available on Wentworth's website at
www.wentplc.com/investors/offer-for-wentworth/
Expected timetable of principal events
Event Expected time / date(1)
Scheme Court Hearing (2) 19 December 2023
----------------------------
Last day for dealings in, and for the by 6.00 p.m. on 20 December
registration of transfer of, and disablement 2023
in CREST of, Wentworth Shares
----------------------------
Scheme Record Time 6.00 p.m. on 20 December
2023
----------------------------
Suspension of Wentworth Shares from 7.30 a.m. on 21 December
trading on AIM 2023
----------------------------
Effective Date of the Scheme(3) 21 December 2023
----------------------------
Cancellation of admission to trading 7.00 a.m. on 22 December
of Wentworth Shares on AIM 2023
----------------------------
Latest date for despatch of cheques by 4 January 2024
and crediting of CREST accounts for
cash consideration due under the Scheme
----------------------------
Long Stop Date (4) 31 December 2023
----------------------------
(1) References to times are to London, United Kingdom time unless otherwise stated.
(2) The time for the Court Sanction Hearing, the number of the
Court and the name of the judge will be available at least 1
business day before the Court Sanction Hearing.
(3) A copy of the Court Order sanctioning the Scheme is expected
to be delivered to the Registrar of Companies one Business Day
after the date of the Court Sanction Hearing, such that the
Effective Date is then expected to be 20 December 2023. The events
which are stated as occurring on subsequent dates are conditional
on the Effective Date and operate by reference to this time.
(4) This is the latest date by which the Scheme may become
Effective. However, the Long Stop Date may be extended to such
later date as may be agreed by Wentworth and M&P (with the
Panel's consent and as the Court may approve (if such consent
and/or approval is required)) or if the Panel requires an extension
to the Long Stop Date pending final determination of an issue under
section 3(g) of Appendix 7 of the Code.
Scheme Shareholders are entitled to attend and be heard at the
Scheme Court Hearing to support or oppose the sanction of the
Scheme, should they wish to do so. Such Scheme Shareholders may
appear in person or be represented by Jersey counsel. Scheme
Shareholders may also write to the Company's Jersey counsel, Carey
Olsen Jersey LLP, 47 Esplanade, St Helier, Jersey JE1 0BD (for the
attention of Guy Coltman) or email guy.coltman@careyolsen.com at
least 72 hours before the date of the Scheme Court Hearing setting
out their objections to the Scheme.
Should any Scheme Shareholder wish to support or oppose the
Scheme at the Scheme Court Hearing, they are advised to seek
appropriate legal advice before doing so.
Terms used but not defined herein shall have the meaning given
to them in the Scheme Document.
In accordance with Rule 26 of the Code, a copy of this
announcement will be available on the Company's website at
www.wentplc.com/investors/offer-for-wentworth/ , where a copy of
the Scheme Document can also be found. The content of the website
referred to in this announcement is not incorporated into and does
not form part of this announcement.
Ends
Enquiries:
Wentworth Resources Katherine Roe, katherine.roe@wentplc.com
Chief Executive Officer +44 (0) 7841 087 230
Financial Adviser, Nominated
Adviser and Joint Broker
Callum Stewart
Stifel Nicolaus Europe Jason Grossman
Limited Simon Mensley +44 (0) 20 7710 7600
Joint Broker
Richard Crichton
Peel Hunt LLP Georgia Langoulant +44 (0) 20 7418 8900
Communications Advisor
Sara Powell
FTI Consulting Ben Brewerton +44 (0) 20 3727 1000
Further information
This Announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an offer of invitation to
purchase or 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 Acquisition or
otherwise, nor shall there be any sale, issuance or transfer of
securities of Wentworth in any jurisdiction in contravention of
applicable laws.
The Acquisition will be implemented solely pursuant to the terms
of the Scheme Document (or, in the event that the Acquisition is to
be implemented by means of a Takeover Offer, the Offer Document),
which, together with the Forms of Proxy, will contain the full
terms and conditions of the Acquisition, including details of how
to vote in respect of the Acquisition. Any decision by Wentworth
Shareholders in respect of, or other response to, the Acquisition
(including any vote in respect of the Resolutions to approve the
Acquisition, the Scheme or related matters), should be made only on
the basis of the information contained in the Scheme Document (or,
if the Acquisition is implemented by way of a Takeover Offer, the
Offer Document).
Please be aware that addresses, electronic addresses and certain
other information provided by Wentworth Shareholders, persons with
information rights and other relevant persons in connection with
the receipt of communications from Wentworth may be provided to
M&P during the offer period as required under Section 4 of
Appendix 4 of the Code.
Important Notices relating to the Financial Advisers
Stifel Nicolaus Europe Limited ("Stifel"), which is authorised
and regulated by the FCA in the UK, is acting as financial adviser,
nominated adviser and corporate broker exclusively for Wentworth
and no one else in connection with the matters referred to in this
announcement and will not be responsible to anyone other than
Wentworth for providing the protections afforded to its clients or
for providing advice in relation to matters referred to in this
announcement. Neither Stifel, nor any of its affiliates, owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Stifel in
connection with this announcement, any statement contained herein
or otherwise.
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated
by the FCA in the UK, is acting as corporate broker exclusively for
Wentworth and no one else in connection with the matters referred
to in this announcement and will not be responsible to anyone other
than Wentworth for providing the protections afforded to its
clients or for providing advice in relation to matters referred to
in this announcement. Neither Peel Hunt, nor any of its affiliates,
owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Peel
Hunt in connection with this announcement, any statement contained
herein or otherwise.
Overseas jurisdictions
The release, publication or distribution of this Announcement in
or into, and the availability of the Acquisition to persons who are
residents, citizens of nationals of, jurisdictions other than the
United Kingdom or Jersey may be restricted by law and therefore any
persons who are subject to the laws of any jurisdiction other than
the United Kingdom or Jersey should inform themselves about, and
observe any applicable legal or regulatory requirements. In
particular, the ability of persons who are not resident in the
United Kingdom or Jersey to accept or procure the acceptance of the
Acquisition (when made) may be affected by the laws of the relevant
jurisdictions in which they are located. 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 Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person. This Announcement has
been prepared for the purpose of complying with English and Jersey
law, the Code, the Market Abuse Regulation and the Disclosure
Guidance and Transparency Rules 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 or Jersey.
The receipt of cash pursuant to the Acquisition by Wentworth
Shareholders may be a taxable transaction under applicable
national, state and local, as well as foreign and other tax laws.
Each Wentworth Shareholder is urged to consult their independent
professional adviser regarding the tax consequences of the
Acquisition applicable to them.
Further details in relation to Wentworth Shareholders in
overseas jurisdictions will be contained in the Scheme
Document.
The Acquisition will be subject to the applicable requirements
of the Code, the Panel, the Jersey Companies Law, the London Stock
Exchange and the FCA.
Notes to US investors in Wentworth
Shareholders in the United States should note that the
Acquisition relates to the shares of a Jersey company and is
proposed to be made by means of a scheme of arrangement provided
for under, and governed by, Jersey law. Neither the proxy
solicitation nor the tender offer rules under the US Securities
Exchange Act of 1934, as amended, will apply to the Scheme.
Moreover the Scheme will be subject to the disclosure requirements
and practices applicable in the UK and Jersey to schemes of
arrangement, which differ from the disclosure requirements of the
US proxy solicitation rules and tender offer rules. Financial
information included in this Announcement and the Scheme Document
has been or will be prepared in accordance with accounting
standards applicable in the UK and Jersey and 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 United States. If M&P
exercises its right to implement the Acquisition by way of a
Takeover Offer and determines to extend the offer into the United
States, such offer will be made in compliance with applicable
United States securities laws and regulations.
Wentworth and M&P are organised under the laws of Jersey and
France respectively. Some or all of the officers and directors of
Wentworth and M&P are residents of countries other than the
United States. It may not be possible to sue Wentworth and M&P
in a non-US court for violations of US securities laws. It may be
difficult to compel Wentworth, M&P and their respective
affiliates to subject themselves to the jurisdiction and judgment
of a US court.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the US Exchange Act, M&P or its nominees, or its
brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase Wentworth Shares outside
of the United States, other than pursuant to the Acquisition, until
the date on which the Acquisition becomes Effective, lapses or is
otherwise withdrawn. 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 the Regulatory
Information Service of the London Stock Exchange and will be
available on the London Stock Exchange website at
http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html.
This Announcement does not constitute or form a part of any
offer to sell or issue, or any solicitation of any offer to
purchase, subscribe for or otherwise acquire, any securities in the
United States.
Neither the US Securities and Exchange Commission nor any
securities commission of any state or other jurisdiction of the
United States has approved the Acquisition, passed upon the
fairness of the Acquisition, or passed upon the adequacy or
accuracy of this Announcement. Any representation to the contrary
is a criminal offence in the United States.
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 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(s), 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 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.
Forward - looking statements
This Announcement contains certain forward-looking statements,
including statements regarding M&P's and Wentworth's plans,
objectives and expected performance. Such statements relate to
events and depend on circumstances that will occur in the future
and are subject to risks, uncertainties and assumptions. There are
a number of factors which could cause actual results and
developments to differ materially from those expressed or implied
by such forward looking statements, including, among others the
enactment of legislation or regulation that may impose costs or
restrict activities; the re-negotiation of contracts or licences;
fluctuations in demand and pricing in the oil and gas industry;
fluctuations in exchange controls; changes in government policy and
taxations; industrial disputes; war and terrorism. These
forward-looking statements speak only as at the date of this
Announcement.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of figures that precede them.
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END
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