Maurel & Prom Wentworth Resources - No Increase Statement (replacement)

Wentworth Resources

20/02/2023 13:18

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RNS Number : 4778Q  Maurel & Prom  20 February 2023

(Replacement with Wentworth Resources PLC now linked as a related company)

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM THE UNITED STATES OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

 

FOR IMMEDIATE RELEASE

 

20 February 2023

 

RECOMMENDED CASH ACQUISITION

of

WENTWORTH RESOURCES PLC

by

ETABLISSEMENTS MAUREL & PROM S.A.

 

No Increase Statement

Wentworth Resources plc ("Wentworth") and Etablissements Maurel & Prom
S.A. ("M&P") announced on 5 December 2022 that they had reached agreement
on the terms of a recommended acquisition of the entire issued and to be
issued share capital of Wentworth by M&P at 32.5 pence per share (the
"Acquisition"). A scheme document was published or made available to Wentworth
Shareholders on 25 January 2023 (the "Scheme Document"). M&P provides the
following update in respect of the Acquisition.

M&P considers the financial terms of the Acquisition comprising 32.5 pence
per Wentworth Share in cash to be full and fair and therefore that the
financial terms of the Acquisition will not be increased. Under Rule 35.1 of
the Code, if the Acquisition lapses, except with the consent of the Panel,
M&P will not be able to make an offer for Wentworth for at least 12
months.

 

The Scheme will require approval at a meeting of Wentworth Shareholders
convened by the Court to be held at the offices of Ashurst LLP, London Fruit
& Wool Exchange, 1 Duval Square, London, E1 6PW, United Kingdom on 23
February 2023 at 2.00 p.m. (the Court Meeting). Implementation of the Scheme
will also require approval of Wentworth Shareholders of the Resolution
relating to the Acquisition at the General Meeting. The General Meeting will
be held at the same place as the Court Meeting at 2.15 p.m. (or as soon
thereafter as the Court Meeting shall have been concluded or adjourned).

 

Wentworth Shareholders are reminded that the deadlines to submit forms of
proxy in respect of the Court Meeting and the General Meeting are:

 

·      2.00 p.m. on 21 February 2023 in respect of the Court Meeting
(BLUE form); and

 

·      2.15 p.m. on 21 February 2023 in respect of the General Meeting
(WHITE form).

 

The BLUE Form of Proxy for the Court Meeting, if not received by the time
stated above, may be handed to a representative of Link Group or emailed to
shareholderenquiries@linkgroup.co.uk, on behalf of the Chair of the Court
Meeting, or to the Chair of the Court Meeting, before the start of that
Meeting. Alternatively, a Wentworth Shareholder may attend and vote at the
Court Meeting in person or by duly appointed corporate representative. If a
Wentworth Shareholder has already submitted a vote for the Court Meeting and
wishes to amend that vote, they may do so by submitting a new Form of Proxy or
by attending in person or by duly appointed corporate representative.

 

Any Wentworth Shareholder who has not submitted the WHITE Form of Proxy for
the General Meeting by the time stated above must attend and vote at the
General Meeting in person or by duly appointed corporate representative. Any
Wentworth Shareholder who has submitted a WHITE Form of Proxy for the General
Meeting and wishes to amend their vote must attend the relevant meeting in
person or by duly appointed corporate representative. Any WHITE Form of Proxy
for the General Meeting received after the time stated above will be void.

 

Reservation

 

M&P reserves the right to revise the financial terms of the Acquisition in
the event: (i) a third party, other than M&P announces a firm intention to
make an offer for Wentworth on more favourable terms than M&P's
Acquisition; or (ii) the Panel otherwise provides its consent.

 

Capitalised terms used but not defined in this announcement have the same
meanings as given to them in Wentworth's Scheme Document dated 25 January
2023.

 

 

For further information please contact:

 

Etablissements Maurel & Prom S.A.

 

+33 1 53 83 16 00

Olivier de Langavant (CEO)

Pablo Liemann (Business Development Manager)

Matthieu Lefrancq (Business Development)

 

Hannam & Partners - Financial Advisor to M&P

 

+44 (0) 207 907 8500

Samuel Merlin

Ernest Bell

Mario Doerflinger

 

Celicourt Communications Limited

 

+44 (0)7525 951011

+44 (0)7947 868206

Mark Antelme

Philip Dennis

 

Important 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 Wentworth 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 Wentworth who
are not resident in the United Kingdom will need to inform themselves about,
and observe, any applicable requirements.

Disclaimer

H&P Advisory Ltd ("Hannam & Partners"), which is regulated in the
United Kingdom by the Financial Conduct Authority, is acting exclusively for
M&P and no-one else in connection with the possible offer and will not be
responsible to anyone other than M&P for providing the protections
afforded to clients of Hannam & Partners nor for providing advice in
relation to the acquisition or any other matters referred to in this
announcement.

Disclosure requirements of the Code

Rule 8.3

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.

Publication of this announcement

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 https://www.maureletprom.fr/en
(https://www.maureletprom.fr/en) , by no later than 12 noon (London time) on
21 February 2023. The content of the website referred to in this announcement
is not incorporated into and does not form part of this announcement.

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