REG - EnQuest PLC Serica Energy PLC - Response to Statement by Serica Energy plc

EnquestAnnouncement

07/03/2025 16:00

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RNS Number : 8821Z  EnQuest PLC  07 March 2025

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 THAT JURISDICTION

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO
CERTAINTY THAT ANY FIRM OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY
OFFER WILL BE MADE

FOR IMMEDIATE RELEASE

7 March 2025

 

EnQuest plc ("EnQuest" or the "Company")

Response to Statement by Serica Energy plc ("Serica")

The Board of EnQuest notes the recent announcement made by Serica and confirms
that it is in discussions regarding a possible combination of EnQuest and
Serica (the "Possible Combination"). It is envisaged that the Possible
Combination will be implemented by way of reverse takeover whereby EnQuest
would make an all-share offer for Serica.

Discussions remain ongoing between the Boards of EnQuest and Serica, and a
further announcement will be made in due course. There can be no certainty
that an offer will be made, nor as to the terms on which any offer will be
made.

The person responsible for arranging the release of this announcement on
behalf of EnQuest is Dawood Ahmed, Group Legal Manager.

Important Code notes

For the purposes of the Takeover Code, Serica is considered the offeree
company.

In accordance with Rule 2.6(a) of the Code, EnQuest is required, by not later
than 5.00 p.m. on 4 April 2025 to either announce a firm intention to make an
offer for Serica in accordance with Rule 2.7 of the Code 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.

For the purposes of Rule 2.5(a) of the Code, EnQuest reserves the right to
introduce other forms of consideration and/or vary the mix of consideration of
any offer. EnQuest also reserves the right to make an offer on less favourable
terms than outlined in this announcement or the announcement made by Serica
earlier today:

i.    with the consent of the Board of Serica;

ii.    if a third party announces a possible offer or firm intention to
make an offer for Serica on less favourable terms than outlined in this
announcement; or

iii.   if Serica announces a Rule 9 waiver transaction pursuant to the Code
or a reverse takeover.

EnQuest will reduce the terms of the Possible Combination to take account of
the value of any dividend or any other distribution or return of value to
shareholders which is paid, or becomes payable, by Serica after the date of
this announcement, with the exception of any agreed return of capital to
existing Serica shareholders conditional upon completion of the Possible
Combination.

For further information, please contact:

 EnQuest
 Amjad Bseisu (Chief Executive Officer)         +44 20 7925 4900

 Jonathan Copus (Chief Financial Officer)

 Craig Baxter (Head of Investor Relations)

 Goldman Sachs International (Financial Adviser to EnQuest)
 Andrew Fry                                     +44 20 7774 1000

 Owain Evans

 Marshall Coltrain

 Twisha Priya

 BofA Securities (Financial Adviser, Corporate Broker, and Sponsor to EnQuest)
 Julian Mylchreest                              +44 20 7628 1000

 Marcus Jackson

 Thomas Milner

 Jack Williams

 

Further information

This announcement is not intended to and does not constitute an offer to buy
or the solicitation of an offer to subscribe for or sell or an invitation to
purchase or subscribe for any securities or the solicitation of any vote in
any jurisdiction. The release, publication or distribution of this
announcement in whole or in part, directly or indirectly, in, into or from
certain jurisdictions may be restricted by law and therefore persons in such
jurisdictions should inform themselves about and observe such restrictions.

Goldman Sachs International, which is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the Prudential
Regulation Authority in the United Kingdom, is acting exclusively for EnQuest
and no one else in connection with the matters referred to in this
announcement and will not be responsible to anyone other than EnQuest for
providing the protections afforded to clients of Goldman Sachs International,
or for providing advice in relation to the matters referred to in this
announcement.

Merrill Lynch International ("BofA Securities"), a subsidiary of Bank of
America Corporation, which is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the Prudential
Regulation Authority in the United Kingdom, is acting exclusively for EnQuest
in connection with the matters set out in this announcement and for no one
else and will not be responsible to anyone other than EnQuest for providing
the protections afforded to its clients or for providing advice in relation to
the subject matter of this announcement or any other matters referred to in
this announcement.

Dealing 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 10(th) business day following the commencement of the
offer period and, if appropriate, by no later than 3.30 pm (London time) on
the 10(th) 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 offeror company and by
any offeree and Dealing Disclosures must also be made by the offeror company,
by any offeree and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

 

Details of the offeror and offeree 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 offeree 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.

Rule 2.9 information

 

In accordance with Rule 2.9 of the Code, EnQuest confirms that as at the
latest close of business its issued share capital (excluding treasury shares)
consisted of 1,860,029,503 ordinary shares of 5 pence each in issue and
admitted to trading on the Main Market of the London Stock Exchange. Each
ordinary share carries the right to one vote. The International Securities
Identification Number for EnQuest's ordinary shares is GB00B635TG28.

 

Publication on website and hard copies

A copy of this announcement and the documents required to be published by Rule
26 of the Code will be made available, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, on EnQuest's website
at www.EnQuest.com by no later than 12 noon (London time) on the business day
following the date of this announcement. For the avoidance of doubt, the
contents of those websites are not incorporated into and do not form part of
this announcement.

 

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