Wentworth Resources - Advisory Firms Recommend Vote For Acquisition

Wentworth Resources

03/02/2023 07:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230203:nRSC8068Oa&default-theme=true

RNS Number : 8068O  Wentworth Resources PLC  03 February 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.

3 February 2023

WENTWORTH RESOURCES PLC

("Wentworth" or the "Company")

Leading Independent Proxy Advisory Firms Recommend Shareholders Vote in
Favour of the Proposed Acquisition of Wentworth by Maurel et Prom

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 (the "Acquisition"). The
Acquisition values the entire issued and to be issued ordinary share capital
of Wentworth at approximately £61.7 million (approximately $75.0 million).

The Acquisition is to be implemented by means of a scheme of arrangement
pursuant to Article 125 of the Jersey Companies Law, which requires (among
other matters) the approval of the Scheme Shareholders at the Court Meeting
and the Wentworth Shareholders at the General Meeting, and the sanction of the
Court.

On 25 January 2023 Wentworth announced the publication and posting of a
circular in relation to the Scheme containing, amongst other things, a letter
from the Chairman of Wentworth, an explanatory statement pursuant to Article
126 of the Jersey Companies Law, the full terms and conditions of the
Acquisition, notices convening the Court Meeting and the General Meeting, an
expected timetable of principal events and details of the actions to be taken
by Wentworth Shareholders (the "Scheme Document"), together with the
associated Forms of Proxy

The Court Meeting and General Meeting are scheduled for 23 February 2023 and
the latest date for lodging Forms of Proxy is 21 February 2023.

The Board of Wentworth notes that Institutional Shareholder Services ("ISS")
and Pensions & Investment Research Consultants Ltd ("PIRC") have both
issued supportive FOR recommendations, advising their institutional
shareholder subscribers to vote IN FAVOUR of the resolutions necessary to
approve the Scheme at the Court Meeting and general meeting.

ISS and PIRC are leading independent, third-party proxy advisory firms which
provide proxy voting recommendations to pension funds, investment managers,
mutual funds, and other institutional shareholders.

Subject to any restrictions relating to persons resident in Restricted
Jurisdictions, the Scheme Document is available on Wentworth's website at
https://www.wentplc.com/investors/offer-for-wentworth and on M&P's website
at https://www.maureletprom.fr/en/ (https://www.maureletprom.fr/en/)

Scheme Shareholders and Wentworth Shareholders are encouraged to submit proxy
appointments and instructions for the Court Meeting and the General Meeting as
soon as possible using any of the methods set out in the Scheme Document.
Scheme Shareholders and Wentworth Shareholders are also encouraged to appoint
the Chair of the relevant Meeting as their proxy.

 

It is important that, for the Court Meeting in particular, as many votes as
possible are cast so that the Court may be satisfied that there is a fair and
reasonable representation of the opinion of Scheme Shareholders. Whether or
not you intend to attend the Court Meeting and/or the General Meeting in
person, you are therefore strongly urged to complete, sign and return both of
your Forms of Proxy or appoint a proxy or proxies electronically for both the
Court Meeting and the General Meeting as soon as possible.

Wentworth Shareholders should carefully read the Scheme Document in its
entirety before making a decision with respect to the Scheme.

If you have any questions in relation to this announcement, the Scheme
Document, the Meetings, or the completion and return of the Forms of Proxy,
please telephone Link Group on 0371 664 0321. Calls are charged at the
standard geographic rate and will vary by provider. Calls outside the United
Kingdom will be charged at the applicable international rate. The helpline is
open between 9:00 a.m. and 5:30 p.m., Monday to Friday (except UK public
holidays). Please note that Link Group cannot provide any financial, legal or
tax advice and calls may be recorded and monitored for security and training
purposes.

Defined terms used but not defined in this announcement have the meaning given
to them in the Scheme Document.

Enquiries:

 

 Wentworth Resources plc                                                      via FTI Consulting

 Katherine Roe, Chief Executive Officer

 Stifel (Financial Adviser, Nominated Adviser and Joint Broker to Wentworth)  Tel: +44 (0) 20 7710 7600

 Callum Stewart

Jason Grossman

 Simon Mensley

 Peel Hunt (Joint Broker to Wentworth)                                        Tel: +44 (0) 20 7418 8900

 Richard Crichton

 FTI Consulting (PR Adviser to Wentworth)                                     Tel: +44 (0) 203 727 1000

 Sara Powell                                                                  E: Wentworth@fticonsulting.com (mailto:wentworth@fticonsulting.com)

 Ben Brewerton

 Ollie Mills

 

Further information

This Announcement does not contain inside 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.

 

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 (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  ACQFFFFLFAIFIIV