REG - Serica Energy PLC EnQuest PLC - Statement re Possible Offer

EnquestAnnouncement

07/03/2025 09:00

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RNS Number : 8192Z  Serica Energy 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 AND THERE CAN BE NO
CERTAINTY THAT ANY FIRM OFFER WILL BE MADE NOR AS TO THE TERMS ON WHICH ANY
SUCH OFFER WILL BE MADE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

FOR IMMEDIATE RELEASE

 

7(th) March 2025

 

Serica Energy plc ("Serica" or the "Company")

Statement re. media speculation

Serica notes the recent media speculation and confirms that it is in
discussions with EnQuest plc ("EnQuest") regarding a possible transaction to
combine Serica and EnQuest (the "Possible Transaction").

The Board of Serica believes there are substantial potential benefits to the
Possible Transaction, including increasing scale and diversification,
unlocking significant synergies and providing a stronger platform for further
growth.

Although discussions are ongoing, it is currently envisaged that the Possible
Transaction will be structured as an all share offer by EnQuest for Serica by
way of a reverse takeover under the UK Listing Rules. It is expected that the
Possible Transaction would involve a return of capital to existing Serica
shareholders conditional upon completion of the Possible Transaction (the
"Expected Return of Capital"), and that Serica shareholders would hold a
majority of the shares in the enlarged company with shares listed on the ESCC
market of the London Stock Exchange. There can be no certainty either that an
offer will be made, nor as to the terms on which such offer will be made. A
further announcement will be made when appropriate.

This announcement has been made with the consent of EnQuest.

The person responsible for arranging the release of this announcement on
behalf of Serica is Chris Cox, CEO.

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(th) 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.

In accordance with Rule 2.5(a) of the Code, EnQuest reserves the right to
introduce other forms of consideration and/or vary the form and mix or
composition of consideration of any offer. EnQuest also reserves the right to
make an offer on less favourable terms than outlined in this announcement:

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 Transaction 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 exception of the Expected Return of Capital.

 

For further information please contact:

 Serica Energy plc                                                         +44 (0)20 7487 7300

 Chris Cox (CEO) / Martin Copeland (CFO) / Andrew Benbow (Group Investor
 Relations Manager)

 Rothschild & Co (Lead Financial Adviser to Serica)                        +44 (0)207 280 5000

 James McEwen / Murray Yuill / Jack Vellacott

 Peel Hunt LLP (Nomad and Broker to Serica)                                +44 (0)207 418 8900

 Richard Crichton / David McKeown / Emily Bhasin

 Vigo Consulting (PR Adviser to Serica)                                    +44 (0)20 7390 0230

 Patrick d'Ancona / Finlay Thomson                                         Serica@vigoconsulting.com

Inside Information

The information contained within this announcement is deemed by Serica to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) no. 596/2014 (as it forms part of domestic law by virtue of the European
Union (Withdrawal) Act 2018). On the publication of this announcement via a
Regulatory Information Service, this inside information is now considered to
be in the public domain.

Notice related to financial adviser

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated by the Financial Conduct Authority in the United
Kingdom, is acting exclusively for Serica and for no one else in connection
with the subject matter of this announcement and will not be responsible to
anyone other than Serica for providing the protections afforded to its clients
or for providing advice in connection with the subject matter of this
announcement.

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated by the
Financial Conduct Authority in the UK, is acting exclusively for Serica and no
one else in connection with the matters described in this announcement and
will not be responsible to anyone other than Serica for providing the
protections afforded to clients of Peel Hunt nor for providing advice in
connection with the matters referred to herein. Neither Peel Hunt nor any of
its subsidiaries, branches or 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.

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 www.thetakeoverpanel.org.uk
(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.

Rule 26.1 disclosure

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available (subject to certain restrictions relating to persons resident in
restricted jurisdictions) at www.serica-energy.com by no later than 12 noon
(London time) on the business day following the date of this announcement. The
content of the website referred to in this announcement is not incorporated
into and does not form part of this announcement.

Additional Information

This announcement is not intended to, and does not, constitute or form part of
any 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 this
announcement or otherwise. Any offer, if made, will be made solely by certain
offer documentation which will contain the full terms and conditions of any
offer, including details of how it may be accepted. The distribution of this
announcement in jurisdictions other than the United Kingdom and the
availability of any offer to shareholders of Serica who are not resident in
the United Kingdom may be affected by the laws of relevant jurisdictions.
Therefore any persons who are subject to the laws of any jurisdiction other
than the United Kingdom or shareholders of Serica who are not resident in the
United Kingdom will need to inform themselves about, and observe any
applicable requirements.

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