Wentworth Resources - PDMR Dealings

Wentworth Resources

15/08/2023 13:17

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RNS Number : 4004J  Wentworth Resources PLC  15 August 2023

 

15 August 2023

WENTWORTH RESOURCES PLC
("Wentworth" or the "Company")

Vesting of LTIP, PDMR Dealings, Irrevocable Undertaking and Total Voting
Rights

Wentworth (AIM: WEN), the independent, Tanzania-focused natural gas production
company, announces transactions involving its shares by its CEO (a PDMR)
following the vesting of an LTIP award.

LTIP vesting

On 31 July 2023, the performance period ended in respect of conditional rights
over 942,593 ordinary shares in the Company granted to Katherine Roe, CEO (the
"Award").  The Remuneration Committee has reviewed the extent to which the
performance conditions applicable to the Award over the performance period
have been satisfied, and confirmed that, 95.62% of the Award, representing
901,364 ordinary shares, vested.  In addition, in accordance with the rules
of the LTIP ("LTIP Rules"), the Committee determined to pay dividend
equivalents on part of the Award and accordingly this will be satisfied by the
payment of £31,772.

As required pursuant to the LTIP Rules, the Remuneration Committee is required
to satisfy itself as to how the tax liability arising on vesting of this Award
will be satisfied. The Committee has determined that the Award will be
satisfied partly in cash, to enable the tax liability to be paid through
payroll, and partly by the transfer of 477,722 ordinary shares held in
treasury.

Accordingly on 14 August 2023 the Company confirmed that the following shares
vested under the Award and will be transferred from treasury, to Katherine
Roe, CEO of the Company and the following sums will be paid:

 Name           Cash sum settled pursuant to the Award including settlement of dividend  No of shares vesting under the Award  Number of shares remaining under LTIP awards following the vesting of this  Total number of shares currently held following vesting of this award
                equivalents                                                                                                    Award
 Katherine Roe  £139,800                                                                 477,722                               5,600,685                                                                   1,861,197

 

Irrevocable Undertaking

On 5 December 2022, the Company and and Etablissements Maurel & Prom S.A.
("M&P") announced that they had reached agreement on the terms of a
recommended acquisition of the entire issued and to be issued share capital of
the Company by M&P at 32.5 pence per share (the "Acquisition"), in
accordance with the Code. In connection with the Acquisition, Katherine Roe
gave an irrevocable undertaking in respect of her legal and/or beneficial
holdings of Wentworth Shares (currently held by her as well as any further
Wentworth Shares which she may become the registered or beneficial owned of or
otherwise interested in) to vote in favour of the Scheme at the Court Meeting
and the Resolution to be proposed at the General Meeting. As such, the 477,722
shares vesting under the Award are subject to this irrevocable undertaking.

Accordingly, as at the date of this announcement, M&P has received
irrevocable undertakings in respect of 41,780,359 Wentworth Shares
representing, in aggregate, approximately 23.34 per cent. of the Company's
issued share capital (excluding Treasury Shares). Copies of the irrevocable
undertakings are available subject to certain restrictions relating to persons
resident in Restricted Jurisdictions at
https://www.wentplc.com/investors/offer-for-wentworth.

Total Voting Rights and Rule 2.9 of the Code

Following the share vesting and pursuant to Rule 2.9 of the Code, the Company
confirms that, as at the date of this announcement, it has 178,952,098
ordinary shares (excluding treasury shares) of no par value each in issue with
International Securities Identification Number JE00BGT34J81. In addition, the
Company will hold 1,230,469 ordinary shares in treasury. The figure of
178,952,098 may be used by shareholders as the denominator for the
calculations by which they will determine if they are required to notify their
interest in, or a change to their interest in, the Company under the FCA's
Disclosure Guidance and Transparency Rules.

Terms used but not defined herein shall have the meaning given to them in the
2.7 announcement released by the Company on 5 December 2022.

 

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   AIM Nominated Advisor 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.

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.

Publication of this Announcement

A copy of this Announcement will be available subject to certain restrictions
relating to persons resident in Restricted Jurisdictions at
https://www.wentplc.com/investors/offer-for-wentworth  promptly and in any
event by no later than 12 noon on the Business Day following the publication
of this announcement.

The contents of the websites referred to in this Announcement are not
incorporated into and do not form part of this Announcement.

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 are 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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