Wentworth Resources - POSTING OF RULE 15 LETTER

Wentworth Resources

11/05/2023 10:45

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RNS Number : 1216Z  Wentworth Resources PLC  11 May 2023

 

11 May 2023

RECOMMENDED CASH OFFER

for

WENTWORTH RESOURCES PLC ("WENTWORTH" or the "COMPANY")

by

ETABLISSEMENTS MAUREL & PROM S.A. ("M&P")

POSTING OF RULE 15 LETTER

 

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").

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

A letter sent to holders under the Option Plan in accordance with Rule 15 of
the Code has been made available today on Wentworth's website at
https://www.wentplc.com/investors/offer-for-wentworth
(https://www.wentplc.com/investors/offer-for-wentworth) .

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

This announcement does not contain inside information.

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 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

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.

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.

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