TIDMSQZ TIDMKIST
RNS Number : 4544V
Serica Energy PLC
09 August 2022
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 THAT JURISDICTION
STATEMENT OF INTENTION NOT TO MAKE AN OFFER UNDER RULE 2.8 OF
THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE")
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
9 August 2022
Serica Energy plc
Statement of intention not to make an offer for Kistos plc
Further to the announcement made by Serica Energy plc ("Serica")
in relation to a possible offer by Serica for the entire issued and
to be issued share capital of Kistos plc ("Kistos"), Serica
confirms that it does not intend to make an offer for Kistos.
Kistos announced on 12 July 2022 that it had rejected a possible
offer from Serica on 8 July 2022. Subsequently it has not been
possible to reach agreement with Kistos on the terms or structure
of a revised possible offer.
Serica will continue to proactively seek opportunities to
utilise its strong balance sheet and operating capability to invest
in its existing assets and diversify its production portfolio
through mergers and acquisitions. The Serica board will maintain a
balanced approach to deploying capital, including further capital
returns, while factoring in the requirements for the ongoing
business and opportunities for profitable asset and corporate
deals.
This is a statement to which Rule 2.8 of the Code applies.
Under Note 2 on Rule 2.8 of the Code, Serica reserves the right
to set the restrictions in Rule 2.8 aside in the following
circumstances:
a. with the agreement of the board of directors of Kistos;
b. if a third party announces a firm intention to make an offer for Kistos;
c. if Kistos announces a Rule 9 waiver (see Note 1 of the Notes
on Dispensations from Rule 9) or a reverse takeover (as defined in
the Code); and
d. if there has been a material change of circumstances (as determined by the Takeover Panel).
For further information please contact:
Serica Energy plc
Tony Craven Walker, Chairman +44 (0) 20 7390
Mitch Flegg, CEO 0230
Rothschild & Co (Financial Adviser)
James McEwen +44 (0) 207 280
Murray Yuill 5000
Peel Hunt LLP (Nomad and Joint Broker)
Richard Crichton
Ross Allister +44 (0) 207 418
Michael Nicholson 8900
Jefferies (Joint Broker)
Tony White
Will Soutar +44 (0)20 7029 8000
Vigo Consulting (PR Adviser) +44 (0)20 7390 0230
Patrick d'Ancona Serica@vigoconsulting.com
Finlay Thomson
Inside Information
The information contained within this announcement is deemed by
Serica to constitute inside information as stipulated under the
Market Abuse Regulation (EU) no. 596/2014 (as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act
2018). On the publication of this announcement via a Regulatory
Information Service, this inside information is now considered to
be in the public domain.
Notices related to financial adviser and joint brokers
N.M. Rothschild & Sons Limited ("Rothschild & Co"),
which is authorised and regulated by the Financial Conduct
Authority in the United Kingdom, is acting exclusively for Serica
and for no one else in connection with the subject matter of this
announcement and will not be responsible to anyone other than
Serica for providing the protections afforded to its clients or for
providing advice in connection with the subject matter of this
announcement.
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated
by the Financial Conduct Authority in the UK, is acting exclusively
for Serica and no one else in connection with the matters described
in this announcement and will not be responsible to anyone other
than Serica for providing the protections afforded to clients of
Peel Hunt nor for providing advice in connection with the matters
referred to herein. Neither Peel Hunt nor any of its subsidiaries,
branches or 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.
Jefferies International Limited ("Jefferies"), which is
authorised and regulated by the FCA in the United Kingdom, is
acting exclusively for Serica and no one else in connection with
the matters described in this announcement and will not be
responsible to anyone other than Serica for providing the
protections afforded to clients of Jefferies nor for providing
advice in relation to the matters referred to herein. Neither
Jefferies nor any of its affiliates (nor their respective
directors, officers, employees or agents) 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 Jefferies in connection with this
announcement, any statement contained herein, the matters described
in this announcement or otherwise.
Rule 26.1 disclosure
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
www.serica-energy.com by no later than 12 noon (London time) on the
business day following the date of this announcement. The content
of the website referred to in this announcement is not incorporated
into and does not form part of this announcement.
Additional 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 Serica 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 Serica who are not
resident in the United Kingdom will need to inform themselves
about, and observe any applicable requirements.
The person responsible for arranging the release of this
announcement on behalf of Serica is Mitch Flegg, CEO.
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END
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