No. PTTEP 13061/1532/2012 Finance Dept.
Tel.0-2537-4675, 0-2537-4611, 0-2537-7555
February 24, 2012
The Stock Exchange of Thailand
62 Ratchadapisek Road, Klongtoey
Subject: Possible cash offer for Cove Energy PLC (“Cove”)
PTT Exploration and Production Public Company Limited (“PTTEP”) today announced the terms of a possible cash offer to acquire all the issued and to be issued share capital of Cove for 220 pence* for each Cove share (the “Proposed Offer”). The Proposed Offer values the entire issued and to be issued share capital of Cove at approximately 1,119.6 million Pound Sterling (GBP).
Cove is listed on the Alternative Investment Market of the London Stock Exchange and its primary asset is an 8.5% interest in Mozambique Rovuma Offshore Area 1 (the “Rovuma Project”). The Rovuma Project is a world class gas discovery and is estimated to have resources of up to 30 trillion cubic feet (“TCF”) including the Black Pearl oil prospect. In addition, Cove also has a 10% stake in the Rovuma Onshore Area in Mozambique, as well as 10-25% interests across seven blocks in Kenya offshore deepwater.
The announcement of a firm intention to make the Proposed Offer by PTTEP (the “Firm Intention Announcement”) is subject to, and conditional upon:
- the Board of Cove recommending the Proposed Offer on a unanimous and unqualified basis
- the receipt of hard irrevocables from the Board of Cove to accept, or vote in favour of, the Proposed
Offer, as the case may be, in respect of their own entire beneficial holdings and those of related family
members and trusts (the “Irrevocables”); and
- the receipt of written consent of the Republic of Mozambique’s Minister of Mineral Resources in a form
satisfactory to PTTEP as required under the Exploration and Production Concession Contract relating to
the Rovuma Project (the “Mozambique Consent” and together with the Recommendation
and Irrevocables, the “Pre-Conditions”).
* PTTEP has reserved the right to reduce the level of the consideration to be paid with the
recommendation of the Board of Cove.
PTTEP reserves the right to waive, in whole or in part, any or all of the Pre-Conditions at any time at its sole discretion. Even if each or all of the Pre-Conditions are satisfied or waived, PTTEP has no obligation to make the Firm Intention Announcement.
Cove and its interest in the Rovuma Project represent a strong fit for PTTEP and the proposed acquisition of Cove is consistent with PTTEP’s strategy of leveraging the LNG value chain of the PTT Group. The proposed transaction would mark PTTEP’s entry into the highly prospective East Africa Hydrocarbon province and PTTEP is dedicated to using its extensive experience in building a natural gas based economy for the benefit of the Republic of Mozambique and its people.
PTTEP expects to finance the Proposed Offer, if made, from its existing resources and available facilities.
According to the Notification of the Capital Market Supervisory Board No. Tor. Jor. 20/2551 Re: Rules for Significant Transactions Constituting an Acquisition or Disposal of Assets., the proposed transaction size, if made, is below the 15% threshold, thus Information Memorandum submission to the Stock Exchange of Thailand (SET) is not required.
The Proposed Offer can be found at our website (www.pttep.com).
President and Chief Executive Officer
This announcement is for information purposes and 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 in any jurisdiction.
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
Notice to US investors in Cove
This announcement is not an offer to purchase or a solicitation of an offer to purchase Cove shares in the US.
This announcement has been prepared in accordance with laws and regulations of jurisdictions other than the US.
The release, publication or distribution of this announcement in the US may be restricted by the laws or regulations of that jurisdiction and therefore persons into whose possession this announcement comes should inform themselves about and observe such restrictions. Any failure to comply with these restrictions may constitute a violation of securities laws of the US. To the fullest extent permitted by law, PTTEP disclaims any responsibility or liability for the violation of such restrictions by such persons.
The Proposed Offer, if made, will be made for securities of a UK company and Cove shareholders in the US should be aware that this announcement and any other documents relating to the Proposed Offer have been or will be prepared in accordance with the laws and regulations of jurisdictions other than the United States, the format and style of which differ from those generally applicable in the US. Cove's financial statements and all financial information that is included in this announcement, or that may be included in the formal offer documentation or any other documents relating to the Proposed Offer, have been or will be prepared in accordance with International Financial Reporting Standards and may not be comparable to the financial statements or other financial information of US companies.
The Proposed Offer, if made, will be for the securities of a non-US company which does not have securities registered under Section 12 of the US Securities Exchange Act of 1934, as amended (the "US Securities Exchange Act"). The Proposed Offer, if made, will be made in the US in accordance with the requirements of US securities laws, to the extent applicable.