8 April 2013
Genel Energy plc (the "Company")
Distribution and amendment to terms of securities
The Company announces that Petroleum Resources Management N.V. ("PRM"), one of the original owners of Genel Energy International Limited prior to its merger with Vallares PLC, has exercised its right under the 2011 merger agreement to distribute its suspended voting ordinary shares in the Company to its own shareholders (the "Distribution"). PRM is an investment vehicle for Citrus Energy International Group (BVI) Limited ("Citrus"), UB Group FZE ("UB"), Mr. Murat Yazici and Mr. Mehmet Sepil. Citrus is an investment vehicle for Mr Anton Curtis. UB is owned by Adeeb Mohammednadir Ameen, and is an investment vehicle for the Nazir family.
The shareholders in PRM have only received suspended voting ordinary shares pursuant to the Distribution and not voting ordinary shares. The Distribution did not result in the conversion of any suspended voting ordinary shares into voting ordinary shares. No shareholder in PRM or ultimate owner of a shareholder in PRM has increased its holding of voting ordinary shares as a direct result of the Distribution.
The Company understands that the UK Takeover Panel will continue to treat the shareholders in PRM and their ultimate owners as acting in concert with PRM, Elysion Energy Holding B.V. ("Elysion") and Focus Investments Limited ("Focus", together, the "Concert Parties"). Following the Distribution, the aggregate holding of the Concert Parties of voting ordinary shares in the Company will continue to be thirty per cent less one share of the voting ordinary shares in issue.
The Distribution will have no impact on the Company's proposal of Resolution 18 (the "Whitewash Resolution") at its forthcoming Annual General Meeting on 22 April 2013. The holdings in voting ordinary shares in the Company of Elysion and Focus have been unaffected by the Distribution. The Distribution is not being treated as a disqualifying transaction under the UK Takeover Code.If the Whitewash Resolution is approved by the independent shareholders of the Company and the Company uses its buy back authority in full then, assuming the Concert Parties do not sell into the buyback, Elysion, Focus, PRM and any person acting in concert with them will be able to be interested in approximately 33.33 per cent. of the Company's voting ordinary share capital in aggregate.
In accordance with the requirements of DTR Rule 6.1.9, the Company also announces that, prior to the Distribution, the holders of suspended voting ordinary shares agreed by unanimous class consent to amend the definition of "Affiliate" in the statement of rights attaching those shares, such that it shall include any person acting in concert with a Seller (defined therein) or an Affiliate of a Seller. In accordance with its terms, a suspended voting ordinary share automatically converts into a voting ordinary share upon its transfer by any person to a person who is not a Seller or an Affiliate of any Seller. All other rights attaching to the suspended voting ordinary shares remain the same.
As at the date of this announcement, the total number of ordinary shares in the Company remains 280,248,198 (of which 213,736,679 are voting ordinary shares and 66,511,519 are suspended voting ordinary shares).
The right of PRM to undertake the Distribution was disclosed in the prospectus published by the Company on 18 November 2011 and the Company's shareholder circular of 12 August 2012.
For further information please contact:
Genel Energy plc +44 20 7659 5100 Natalie Fortescue, Head of Investor Relations Sarah Robertson, Deputy Company Secretary |
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Notes
This announcement does not constitute or form part of any offer or invitation to purchase, otherwise acquire, issue, subscribe for, sell or otherwise dispose of any securities, nor any solicitation of any offer to purchase, otherwise acquire, issue, subscribe for, sell or otherwise dispose of, any securities.
The securities of the Company referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States unless they are registered with the U.S. Securities and Exchange Commission or an exemption from the registration requirements of the Securities Act is available.
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions.
