REG - DNO ASA Faroe Petroleum PLC - Mandatory Cash Offer for Faroe Petroleum by DNO
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
3 January 2019
MANDATORY CASH OFFER
FOR
FAROE PETROLEUM PLC
BY
DNO ASA
· DNO has acquired additional Faroe Shares today and increased its holding to 30 percent of Faroe's Shares
· DNO's Offer of 152 pence for each Faroe Share is now a mandatory offer under the Code (Rule 9)
· Faroe Shareholders who have previously accepted the Offer need take no further action
Oslo, 3 January 2019 - On 12 December 2018, DNO ASA ("DNO"), the Norwegian oil and gas operator, published an offer document (the "Offer Document") containing the full terms and conditions of its cash offer for the entire issued and to be issued share capital of Faroe Petroleum plc ("Faroe") not already owned by DNO at 152 pence per share (the "Offer").
Earlier today DNO announced its intention to extend the closing date for the Offer by a further 14 days to 1.00 p.m. (London time) on 16 January 2019.
DNO has through market purchases acquired 372,890 Faroe Shares for between 147 pence and 148 pence per Faroe Share, which has increased DNO's holding to 30 percent of the Faroe Shares currently in issue. Having acquired Faroe Shares carrying 30 percent or more of the voting rights of Faroe, DNO is required to revise the terms and conditions of the Offer in accordance with Rule 9 of the Code.
The Mandatory Offer
DNO announces that the Offer is now a mandatory offer for the whole of the issued and to be issued share capital of Faroe not already held by DNO at a price of 152 pence per share (the "Mandatory Offer").
The Mandatory Offer is also now being further extended in accordance with Rule 9 of the Code and will remain open for acceptances until 1.00 p.m. (London time) on 18 January 2019 (the "Second Closing Date").
If, after the date of this announcement, any dividend and/or other distribution and/or other return of capital is declared, paid or made or becomes payable in respect of Faroe Shares, DNO reserves the right to reduce the consideration payable under the terms of the Mandatory Offer at such date by an amount up to the amount of such dividend and/or distribution and/or return of capital. If any such dividend and/or distribution and/or return of capital occurs, any reference in the Offer Document or this announcement to the consideration payable under the Mandatory Offer will be deemed to be a reference to the consideration as so reduced.
Offers made under Rule 9 of the Code must be conditional only upon the offeror having received acceptances in respect of shares which, together with shares acquired or agreed to be acquired before or during the offer, will result in the offeror and any person acting in concert with it holding shares carrying more than 50 percent of the voting rights. Accordingly, the Conditions set out in Part A of Appendix 1 of the Offer Document shall immediately cease to apply and shall be replaced in their entirety by the following condition (the "Condition"):
"Valid acceptances being received (and not, where permitted, withdrawn) by not later than 1.00 p.m. (London time) on the Second Closing Date of the Mandatory Offer (or such later time(s) and/or date(s) as DNO may, subject to the rules of the Code, decide) in respect of such number of Faroe Shares as, together with any Faroe Shares acquired or agreed to be acquired (whether pursuant to the Mandatory Offer or otherwise), will result in DNO and any person acting in concert with it holding Faroe Shares carrying more than 50 percent of the voting rights then normally exercisable at a general meeting of Faroe, including for this purpose (to the extent, if any, required by the Panel) any voting rights attaching to Faroe Shares that are unconditionally allotted or issued before the Mandatory Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription rights or conversion rights or otherwise. For the purpose of this condition:
(i) Faroe Shares which have been unconditionally allotted but not issued shall be deemed to carry the voting rights which they will carry upon issue; and
(ii) valid acceptances shall be deemed to have been received in respect of Faroe Shares which are treated for the purposes of the Companies Act 2006 as having been acquired or contracted to be acquired by DNO whether by virtue of acceptances of the Mandatory Offer or otherwise."
Save as set out in this announcement, the Mandatory Offer will be subject to the same terms as the Offer set out in the Offer Document.
Faroe Shareholders and persons with information rights will be sent a copy of this announcement to inform them that the Offer has changed from being voluntary to mandatory in nature.
Faroe Shareholders who have previously validly accepted the Offer (and have not withdrawn those acceptances) will automatically be deemed to have accepted the Mandatory Offer by virtue of their prior acceptances and therefore need take no further action.
All Faroe Shareholders are urged to proceed to accept the Mandatory Offer in accordance with the instructions set out below (unless they have previously accepted or sold their Faroe Shares to DNO).
Financing of the Mandatory Offer
The consideration payable by DNO under the terms of the Mandatory Offer will be funded from cash resources available to the DNO Group.
Lambert Energy Advisory Ltd is satisfied that resources available to DNO are sufficient to satisfy in full the cash consideration payable to Faroe Shareholders under the terms of the Mandatory Offer.
How to accept the Mandatory Offer
The deadline for acceptances of the Mandatory Offer is 1.00 p.m. (London time) on 18 January 2019. DNO reserves the right (but will not be obliged, other than as may be required by the Code) at any time and from time to time to extend the Mandatory Offer after such time in accordance with the terms set out in Part C of the Offer Document. Faroe Shareholders who have not yet accepted the Offer and who wish to accept the Mandatory Offer are urged to do so as soon as possible and, in any event, by no later than 1.00 p.m. (London time) on 18 January 2019.
Faroe Shareholders wishing to accept the Mandatory Offer in respect of certificated Faroe Shares, should complete the Form of Acceptance which accompanied the Offer Document relating to the Offer as soon as possible and, in any event, so as to be received by Equiniti Limited by no later than 1.00 p.m. (London time) on 18 January 2019.
Faroe Shareholders wishing to accept the Mandatory Offer in respect of uncertificated shares should do so electronically through CREST so that the TTE instruction settles no later than 1.00 p.m. (London time) on 18 January 2019. You are reminded that, if you are a CREST sponsored member, you should contact your CREST sponsor before taking any action.
Pursuant to the terms of the Offer Document, Faroe Shareholders who have previously validly accepted the Offer (and not withdrawn those acceptances in accordance with the terms of the Offer Document) will automatically be deemed to have accepted the terms of the Mandatory Offer by virtue of their prior acceptances and therefore need not take any further action.
If you have any questions about the Mandatory Offer or are in any doubt as to how to complete the 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).
Compulsory acquisition, cancellation of trading and listing, re-registration
DNO announced, as set out in the Offer Document, that subject to the Mandatory Offer becoming or being declared unconditional in all respects and DNO acquiring or agreeing to acquire (taken together with the Faroe Shares already held by it) 75 percent of the voting rights attached to Faroe Shares, it intends to procure the making of an application by Faroe to the London Stock Exchange for the cancellation of the admission to trading of the Faroe Shares on AIM.
It is anticipated that the application for cancellation of admission to trading of the Faroe Shares on AIM will take effect no earlier than the date that is 20 Business Days after DNO has acquired or agreed to acquire 75 percent of the voting rights attaching to the Faroe Shares.
The cancellation of admission to trading of the Faroe Shares on AIM would significantly reduce the liquidity and marketability of any Faroe Shares not assented to the Mandatory Offer at that time.
If DNO receives acceptances under the Mandatory Offer in respect of, or otherwise acquires, 90 percent or more of the Faroe Shares to which the Mandatory Offer relates, DNO will exercise its rights pursuant to the provisions of Chapter 3 of Part 28 of the Companies Act to acquire compulsorily the remaining Faroe Shares in respect of which the Mandatory Offer has not been accepted.
It is also intended that, following the cancellation of the admission to trading of the Faroe Shares on AIM, Faroe would be re-registered as a private company under the relevant provisions of the Companies Act.
Faroe Share Schemes
The Mandatory Offer extends to any Faroe Shares which are issued or unconditionally allotted (including to satisfy the exercise of options and vesting of awards granted and awards made under the Faroe Share Schemes) whilst the Mandatory Offer remains open for acceptance (or prior to such earlier time and/or date as DNO may, subject to the Code, determine).
Full details on the effect of the Mandatory Offer on outstanding options and awards granted and awards made pursuant to the Faroe Share Schemes and on the choices available to Faroe Share Scheme participants will be set out in separate letters to be sent by DNO to such participants in due course.
Overseas Shareholders
The availability of the Mandatory Offer or the distribution of this announcement to Faroe Shareholders who are not resident in the UK or the US may be affected by the laws of the relevant jurisdiction. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. Faroe Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.
This announcement does not constitute an offer for sale for any securities or an offer or an invitation to purchase any securities. Faroe Shareholders are advised to read carefully the Offer Document.
Documents available on website
This announcement will be made available on DNO's website at https://www.dno.no/en/investor-relations/offer_announcement_26November.
General
The acquisition by DNO of the entire issued and to be issued share capital of Faroe to be implemented by means of the Mandatory Offer as described in this announcement will, save as set out in this announcement (including Appendix I), be subject to the Condition set out in this announcement and the further terms and conditions of the Offer as set out in the Offer Document and the Form of Acceptance. Accordingly, this announcement should be read in conjunction with the full text of the Offer Document and, in respect of Faroe Shares held in certificated form, the Form of Acceptance, copies of which are available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on DNO's website at https://www.dno.no/en/investor-relations/offer_announcement_26November.
DNO reserves the right to elect, with the consent of the Panel, to implement the Mandatory Offer by way of a scheme of arrangement under Part 26 of the Companies Act. In such event, the scheme of arrangement will be implemented on substantially the same terms, so far as applicable, as those which would apply to the Mandatory Offer, subject to appropriate amendments (including to statutory voting requirements) to reflect the change in method of implementing the Mandatory Offer.
Appendix I sets out the conditions and further terms of the Mandatory Offer. Appendix II sets out the sources and basis of certain information used in this announcement.
Lambert Energy Advisory Ltd and Pareto Securities AS have each given and not withdrawn their consent to the publication of this announcement with the inclusion herein of the references to their names in the form and context in which they appear.
Responsibility
The DNO Responsible Persons, whose names are set out in the Offer Document, accept responsibility for the information contained in this announcement (including any expressions of opinion), except that the only responsibility accepted by them in respect of information relating to Faroe, the Wider Faroe Group and the Faroe Directors, which has been compiled from previously published sources, is to ensure that such information is correctly and fairly reproduced and presented. To the best knowledge and belief of the DNO Responsible Persons, who have taken all reasonable care to ensure that such is the case, the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
Enquiries:
DNO ASA
Media: media@dno.no
Investors: ir@dno.no
Tel: +47 911 57 197
Brunswick
Patrick Handley
Charles Pretzlik
William Medvei
Tel: +44 20 7404 5959
Lambert Energy Advisory Limited
Philip Lambert
David Anderson
Tel: +44 20 7491 4473
Pareto Securities AS
Petter Sagfossen
Tel: +47 22 87 87 48
Further information
The terms and conditions of the Mandatory Offer are set out in the Offer Document and the accompanying Form of Acceptance, as amended by this announcement. Defined terms used but not defined in this announcement have the meanings given in the 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 Mandatory 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 Mandatory Offer will be made solely by means of the Offer Document and (in respect of Faroe Shares held in certificated form) the Form of Acceptance accompanying the Offer Document, which will, together, contain the full terms and conditions of the Mandatory Offer including details of how it may be accepted. Any decision in respect of, or other response to, the Mandatory Offer should be made only on the basis of the information contained in the Offer Document and the 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 Mandatory 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 Mandatory Offer or any other matters referred to in the Offer Document, this announcement or otherwise.
Pareto Securities AS is acting exclusively for DNO and no-one else in connection with the Mandatory 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 Mandatory Offer or any other matters referred to in the Offer Document, this announcement or otherwise.
Overseas jurisdictions
The availability of the Mandatory 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 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 Mandatory 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 Mandatory 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 Mandatory 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 Mandatory 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 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 Mandatory 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 Mandatory 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 Mandatory 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 Mandatory 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 Mandatory 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 Mandatory 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 Mandatory Offer, before or during the period in which the Mandatory 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 Mandatory 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 Mandatory Offer on DNO and Faroe, the expected timing and scope of the Mandatory 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 Conditions, 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 Mandatory 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.
Dealing disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1 percent 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 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 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 percent 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 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 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.
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 Mandatory 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.
About DNO
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, Oman, the UK and Yemen.
APPENDIX I
FURTHER TERMS OF THE MANDATORY OFFER
1. The Mandatory Offer is a change in the nature of DNO's voluntary Offer announced on 26 November 2018 and shall be construed accordingly.
2. The Mandatory Offer is, save as set out in this announcement, made on and subject to the further terms of the Offer set out in Parts B, C, D and E of Appendix I of the Offer Document, which shall be deemed to be incorporated into, and form part of, this Appendix I. Save as set out in this announcement, DNO confirms that there have been no changes in information detailed in any previously published document relating to the Offer or the Mandatory Offer which are material in the context of that document.
3. Unless the context requires otherwise, any reference in the Offer Document, including in particular Parts B, C, D and E of Appendix I of the Offer Document, and in the Form of Acceptance to:
a. "Acceptance Condition" means the Condition as defined as such in this announcement;
b. "acceptance(s) of the Offer" includes acceptances and deemed acceptances of the Offer and the Mandatory Offer;
c. "Offer" means the offer being made by DNO to acquire the Faroe Shares on the terms and subject to the conditions set out in the Offer Document as amended by this announcement, including, where the context so requires, any subsequent revision, variation, extension or renewal of such offer;
d. "this Document" shall, where the context requires, mean the Offer Document, including all of its parts, schedules and appendices and/or any subsequent document containing the Mandatory Offer, including this announcement; and
e. "2 January 2019" shall be replaced by 18 January 2019 except in respect of (i) paragraph 10 of Part 1 and (ii) the defined term First Closing Date which shall continue to be defined as "1.00 p.m. (London time) on 2 January 2019".
4. Acceptances of the Offer which have already been given during the Offer Period shall be deemed to be acceptances of the Mandatory Offer. Therefore, if you have already validly accepted the Offer, you are not required to take any further action in respect of the Mandatory Offer. Further, an executed Form of Acceptance or TTE Instruction in respect of the Offer which is received (or dated) on or after the date of this announcement shall be treated as a valid acceptance of the Mandatory Offer.
5. For the purposes of Rule 27.2 of the Code, DNO is required to provide details of any material changes to the matters listed in Rule 27.2(b) of the Code which have occurred since publication of the Offer Document on 12 December 2018 (or a statement that there have been no such material changes). Accordingly, DNO confirms that, save as described in paragraph 6 of this Appendix 1, there have been no material changes to the following matters as set out in the Offer Document:
a. DNO's intentions with regards to the business, employees and pension scheme(s) of Faroe as detailed in Rule 24.2 of the Code;
b. DNO's or its subsidiaries' material contracts as detailed in Rule 24.3(a)(vii) of the Code;
c. ratings or outlooks publicly accorded to DNO and Faroe (of which there continue to be none) prior to the commencement of the Offer Period, and any changes to previous ratings during the Offer Period, as detailed in Rule 24.3(c) of the Code;
d. the terms of the Offer (other than as set out in this announcement);
e. any agreements or arrangements to which DNO is a party which relate to the circumstances in which it may or may not invoke or seek to invoke a condition of the Mandatory Offer as detailed in Rule 24.3(d)(ix) of the Code (of which there were none provided for in the Offer Document);
f. any irrevocable commitments and letters of intent which DNO or any person acting in concert with it has procured in relation to relevant securities of Faroe as detailed in Rule 24.3(d)(x) of the Code (of which there were none provided for in the Offer Document);
g. post-offer undertakings as detailed in Rule 24.3(d)(xv) of the Code (of which there were none provided for in the Offer Document);
h. any offer-related arrangements or other agreements, arrangements or commitments permitted under, or excluded from, Rule 21.2 of the Code as detailed in Rule 24.3(d)(xvi) of the Code (of which there were none provided for in the Offer Document);
i. any profit forecasts and quantified financial benefits statements required by Rule 28 of the Code as detailed in Rule 24.3(d)(xviii) of the Code (of which there were none provided for in the Offer Document);
j. its financing arrangements and sources of finance in respect of the Mandatory Offer as detailed in Rule 24.3(f) of the Code;
k. any interests and dealings in relevant securities by, amongst others, DNO, the DNO Responsible Persons and persons acting in concert with DNO, as detailed in Rule 24.4 of the Code;
l. any agreement, arrangement or understanding (including any compensation arrangement) between DNO or any person acting in concert with it and any of the directors, recent directors, shareholders or recent shareholders of Faroe, or any person interested or recently interested in Faroe Shares, having any connection with or dependence on or which is conditional on the outcome of the Mandatory Offer as detailed in Rule 16.2 or Rule 24.6 of the Code (of which there were none provided for in the Offer Document);
m. the ultimate owner of any Faroe securities to be acquired pursuant to the Mandatory Offer as detailed in Rule 24.9 of the Code;
n. any indemnities, dealing arrangements, option arrangements or other arrangements which may be an inducement to deal or to refrain from dealing as detailed in Note 11 on the definition of acting in concert and Rule 24.13 of the Code (of which there were none provided for in the Offer Document); and
o. any fees and expenses expected to be incurred by DNO in connection with the Mandatory Offer as detailed in Rule 24.16 of the Code.
6. Set out in this paragraph are details of the material changes that have occurred following the publication of the Offer Document on 12 December 2018 in relation to the matters set out in Rule 27.2(b) of the Code.
a. Interests and dealings in relevant securities by, amongst others, DNO, the DNO Responsible Persons and persons acting in concert with DNO, as detailed in Rule 24.4 of the Code:
i. As at the date and time of this announcement, the interests of DNO in Faroe Shares were as follows:
Name
Nature of interest
Number of Faroe Shares
Interest in Faroe issued share capital
DNO
Beneficial owner
111,866,908
30%
ii. The following dealings in relevant securities of Faroe by DNO and persons acting in concert with DNO have taken place during the period commencing 26 November 2017 (the date 12 months prior to the date of commencement of the Offer Period) and ending on the date of this announcement:
Name
Date
Nature of dealing
Nature of interest
Number of Faroe Shares
Price per Faroe Share (pence)
DNO
4 April 2018
Purchase
Beneficial owner
56,355,825
125.0
DNO
4 April 2018
Purchase
Beneficial owner
36,660,000
125.0
DNO
5 April 2018
Purchase
Beneficial owner
8,487,838
125.0
DNO
13 April 2018
Purchase
Beneficial owner
3,744,203
125.0
DNO
17 December 2018
Purchase
Beneficial owner
166,053
36,908
300,000
155,113
200,000
44,886
11,772
152.0
151.8
151.7
151.6
151.4
151.2
151.0
DNO
18 December 2018
Purchase
Beneficial owner
24,125
151.8
DNO
19 December 2018
Purchase
Beneficial owner
7,898
496,908
151.8 152.0
DNO
20 December 2018
Purchase
Beneficial owner
4,802,489
152.0
DNO
3 January 2019
Purchase
Beneficial owner
14,000
10,000
22,153
20,467
46,772
10,000
249,498147.00
147.20
147.40
147.60
147.80
147.98
148.00
APPENDIX II
BASES OF CALCULATIONS AND SOURCES OF INFORMATION
In this announcement, unless otherwise stated, or the context otherwise requires, the following bases and sources have been used:
1. The percentage shareholding of DNO is based upon there being 372,889,693 Faroe Shares in issue on 2 January 2019, the latest practicable date prior to the publication of this announcement. DNO holds 111,866,908 Faroe Shares.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.ENDOUPLIFSTLTIVIIA
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