REG - Wentworth Resources - Update on Offer from Maurel & Prom

Wentworth ResourcesAnnouncement

07/12/2023 10:00

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RNS Number : 0413W  Wentworth Resources PLC  07 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.

 

7 December 2023

WENTWORTH RESOURCES PLC

("Wentworth" or the "Company")

Update on Offer from Maurel & Prom

 

 

 

Wentworth Resources (ΑΙΜ: 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.

Governmental Approval Conditions

Wentworth notes an announcement made by M&P today stating that it has
received the TPDC Waiver and the MoE Consent. Work is ongoing to procure
approval from the FCC, which M&P states is expected to be granted before
the Court Sanction Hearing.

 

Further Conditions

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/
(http://www.wentplc.com/investors/offer-for-wentworth/)

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/
(http://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 (mailto:katherine.roe@wentplc.com)
                  Chief Executive Officer                                                       +44 (0) 7841 087 230

 Stifel Nicolaus Europe Limited   Financial Adviser, Nominated Adviser and Joint Broker                         +44 (0) 20 7710 7600
                  Callum Stewart
                  Jason Grossman
                  Simon Mensley

 Peel Hunt LLP                    Joint Broker                                                                  +44 (0) 20 7418 8900
                  Richard Crichton
                  Georgia Langoulant

 FTI Consulting                   Communications Advisor

                  Sara Powell                                                                   +44 (0) 20 3727 1000
                  Ben Brewerton

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 (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.

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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