Cairn Energy PLC Catcher and Kraken Circular and General Meeting (7193O)
11 Octubre 2021 - 12:25PM
UK Regulatory
TIDMCNE
RNS Number : 7193O
Cairn Energy PLC
11 October 2021
CAIRN ENERGY PLC ("Cairn")
Publication of Circular and notice of General Meeting: sale of
UK Catcher and Kraken interests
Cairn has today published a shareholder Circular relating to the
proposed sale of its interests in the UK Catcher and Kraken fields
to Waldorf Production Limited ("Waldorf"), pursuant to agreements
entered into by Cairn and Waldorf on 8 March 2021.
Following completion of the proposed sale, the firm
consideration payable to Cairn will be US$455 million, to be
adjusted for working capital and interim period cashflows from the
economic date of 1 January 2020. The interim period adjustment from
1 January 2020 to Cairn's last reported balance sheet date of 30
June 2021 was US$273 million. Additional, uncapped contingent
consideration will be payable to Cairn when Brent exceeds US$52/bbl
on average in any of the five years 2021 to 2025. Assuming
production is in line with Cairn forecasts, this contingent
consideration is expected to generate approximately US$100 million
at US$60/bbl Brent prices, US$175 million at US$70/bbl Brent
prices, and US$240 million at US$80/bbl Brent prices. Detailed
terms are set out in the Circular.
Under the UK Listing Rules, the proposed sale constitutes a
Class 1 transaction and is therefore conditional on the approval of
Cairn's shareholders, by a simple majority of votes cast. The
proposed sale also remains conditional on the satisfaction of
certain, customary third-party and regulatory consents and the
release of associated guarantees.
The Circular contains further details on the transaction and a
notice convening a General Meeting of Cairn to be held at 50
Lothian Road, Edinburgh EH3 9BY at 9:00 a.m. (BST) on 28 October
2021 ("the General Meeting") to consider and approve the proposed
sale. Restrictions on Shareholder attendance are noted below.
Shareholders are strongly encouraged to ensure that their votes are
counted at the General Meeting by appointing the Chair of the
General Meeting as their proxy.
The expected timetable of principal events in relation to the
General Meeting is as follows:
Announcement of the Transaction 9 March 2021
Publication of this Circular (including 11 October 2021
the Notice of General Meeting) and
the Form of Proxy and despatch to
Shareholders
Latest time and date for receipt 9:00 a.m. (BST) on 26 October
of Forms of Proxy or electronic proxy 2021
appointments or completion and transmission
of CREST Proxy Instructions
General Meeting 9:00 a.m. (BST) on 28 October
2021
Expected date of Completion (assuming Q4 2021
the Put Option or the Call Option
is exercised)
Long stop date for Completion 31 December 2021
Availability of the Circular
The Circular will shortly be submitted to the FCA's National
Storage Mechanism and will be available for inspection on its
website at https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
The Circular will also be available for viewing on Cairn's website
later today at www.cairnenergy.com/presentations .
General Meeting
As at the Last Practicable Date, there are only limited
restrictions on public gatherings in Scotland. This means that
Cairn is able to facilitate the attendance of Shareholders in
person at the General Meeting, although face coverings will be
required to be worn indoors in line with current Scottish
restrictions. Although attendance in person at the General Meeting
is possible, in order to minimise public health risks, refreshments
will not be served and Directors will not be available to meet with
Shareholders, before or after the General Meeting.
Should Shareholders wish to attend the General Meeting in
person, they are requested to pre-register by sending an email to
IR.Mailbox@cairnenergy.com. Shareholders are responsible for
understanding and complying with any restrictions applicable to
their own journey and should bear in mind that at the time of the
General Meeting these rules may differ between different parts of
the UK.
Further information on the arrangements for the General Meeting
are set out in Part I of the Circular.
Cairn will continue to monitor the situation and, in particular,
any changes to the applicable law or guidance in force as a
consequence of the COVID-19 pandemic. If circumstances change such
that it is necessary to change the arrangements for the General
Meeting, Cairn will communicate such change via its website and
(where appropriate) through the release of an announcement to a
Regulatory News Service. Shareholders are therefore encouraged to
check Cairn's website and the latest Scottish and UK Government
guidance before finalising travel arrangements to attend the
General Meeting.
The Board remains committed to allowing Shareholders the
opportunity to engage with the Board. If Shareholders have any
questions for the Board in advance of the General Meeting, these
can be sent by e-mail to IR.Mailbox@cairnenergy.com . The Board
will endeavour to answer key themes of these questions on the
Company's website as soon as practical.
The definitions referenced in this announcement have the same
meaning as given in the Circular published today, unless otherwise
stated.
Enquiries:
Analysts/Investors
David Nisbet, Corporate Affairs Tel: 0131 475 3000
Media
Jonathan Milne, Linda Bain, Corporate Affairs Tel: 0131 475 3000
Patrick Handley, David Litterick, Brunswick Tel: 0207 404 5959
Group LLP
About Cairn Energy PLC
Cairn is one of Europe's leading independent energy companies
and has been listed on the London Stock Exchange for 30 years.
Cairn has explored, discovered, developed and produced oil and gas
in a variety of locations throughout the world as an operator and
partner in all stages of the oil and gas lifecycle.
Cairn's exploration activities have a geographical focus in the
North Sea, Middle East, West Africa and Latin America, underpinned
by interests in production and development assets. Cairn has its
headquarters in Edinburgh, Scotland supported by operational
offices in London, Egypt, Mauritania and Mexico.
For further information on Cairn please see:
www.cairnenergy.com
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