Offer for Lochard Energy Group plc | RNS | Ticker

Offer for Lochard Energy Group plc

RNS Announcement

RNS Number : 3851F

Parkmead Group (The) PLC

23 May 2013

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

23 May 2013

RECOMMENDED ALL-SHARE OFFER

for

Lochard Energy Group PLC ("Lochard")

The Parkmead Group plc ("Parkmead")

(to be implemented by way of a Scheme of Arrangement

under Part 26 of the Companies Act 2006)

Summary

· The boards of Parkmead and Lochard are pleased to announce that they have reached agreement on the terms of a recommended all-share offer for Lochard, pursuant to which Parkmead will acquire the entire issued and to be issued ordinary share capital of Lochard (the "Acquisition"). It is intended that the Acquisition be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.

· Under the terms of the Acquisition, Scheme Shareholders will be entitled to receive 0.385 Parkmead Consideration Shares for each Scheme Share held at the Scheme Record Time.

· Based on the Closing Price of a Parkmead Share of 12.625 pence on 22 May 2013 (being the latest practicable date prior to the date of this Announcement), the Acquisition values the entire issued and to be issued share capital of Lochard at approximately £14.5 million, and each Lochard Share at approximately 4.9 pence. This is based on 298,865,616 Lochard Shares in issue as at the date of this Announcement.

· Parkmead is an AIM quoted emerging independent oil and gas company with a strategy of utilising the significant technical and commercial expertise that exists within its experienced team, led by its Executive Chairman Tom Cross, to exploit the exploration and production opportunities that exist in its known and preferred areas of the UKCS and the Netherlands.

· Lochard is an AIM quoted independent oil and gas production, appraisal and development company focused on the UKCS. Lochard's principal asset is its 10 per cent. interest in the Athena field.

· The Lochard Directors, who have been so advised by CIBC World Markets plc, consider the terms of the Acquisition to be fair and reasonable. In providing its advice, CIBC World Markets plc has taken into account the commercial assessments of the Lochard Directors. In addition, the Lochard Directors consider the terms of the Acquisition to be in the best interests of Lochard and Lochard Shareholders, as a whole.

· Accordingly, the Lochard Directors intend to recommend unanimously that Lochard Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting (or in the event that the Acquisition is to be implemented by means of a Takeover Offer, to accept or procure the acceptance of, the Takeover Offer).

· Whilst none of the Lochard Directors are directly interested in any Lochard Shares, Jamie Brooke, a non-executive Director of Lochard, is also an employee of Henderson Global Investors Limited. Funds managed by Henderson Global Investors Limited and Henderson Alternative Investment Advisor Limited are interested in 93,926,577 Lochard Shares, representing approximately 31.4 per cent. of the issued ordinary share capital of Lochard. Parkmead has received irrevocable undertakings from Henderson Global Investors Limited and Henderson Alternative Investment Advisor Limited to vote, or procure the vote, in favour of the Scheme and the resolutions at the Court Meeting and the General Meeting in respect of such 93,926,577 Lochard Shares, representing approximately 31.4 per cent. of the issued ordinary share capital of Lochard.

· Parkmead has also received irrevocable undertakings to vote in favour of the Scheme and the resolutions at the Court Meeting and the General Meeting from certain other Lochard Shareholders in respect of a further 22,111,287 Lochard Shares, representing approximately 7.4 per cent. of the issued ordinary share capital of Lochard.

· In addition, Parkmead has obtained a letter of intent from Palm Global LLP in respect of 3,900,000 Lochard Shares representing approximately 1.3 per cent. of the issued ordinary share capital of Lochard to vote in favour of the Scheme and the resolutions at the Court Meeting and the General Meeting.

· Parkmead has therefore received irrevocable undertakings, or letters of intent, in respect of 119,937,864 Lochard Shares representing, in aggregate, 40.1 per cent. of the existing issued ordinary share capital of Lochard.

· This Announcement follows the announcement by Lochard on 3 September 2012 that it had decided to proceed with a 'formal sale process' in accordance with Note 2 on Rule 2.6 of the Code. The formal sale process has now been successfully concluded with the Announcement of the Acquisition. The end of the formal sale process means that the data room which was open to participants will be closed from 7.00am on 23 May 2013. Other potential offerors, however, can still announce competing offers for Lochard.

· The Parkmead Consideration Shares to be issued pursuant to the Acquisition are expected to represent approximately 11.1 per cent. of the issued share capital of Parkmead as enlarged by the Acquisition.

· The Parkmead Consideration Shares will rank pari passu in all respects with the Parkmead Shares in issue on the Effective Date and will be entitled to all dividends and/or other distributions declared or paid by Parkmead by reference to a record date on or after the Effective Date.

· The Panel has consented to Lochard entering into a break fee arrangement with Parkmead as a participant in Lochard's formal sale process pursuant to Note 2 on Rule 21.2 of the Code. As such, Lochard has agreed to pay Parkmead a break fee of £145,267 (subject to adjustment for VAT) if a Competing Offer is announced prior to the Acquisition lapsing or being withdrawn and such Competing Offer becomes or is declared unconditional in all respects or otherwise becomes effective.

· The Acquisition is conditional on, inter alia, certain approvals by Lochard Shareholders and the sanction of the Scheme by the Court. In order to become effective, the Scheme must be approved by a majority in number of the Scheme Shareholders voting at the Court Meeting representing not less than 75 per cent. in value of the Scheme Shares held by the Scheme Shareholders present and voting in person or by proxy. It is expected that the Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and General Meeting together with the Forms of Proxy, will be posted as soon as practicable and, in any event, within 28 days of this Announcement. Subject to the satisfaction or, where relevant, waiver of all relevant Conditions, the Scheme is expected to become effective in July 2013.

Commenting on the Acquisition, Clive Carver, Chairman of Lochard, said:

"Since the current board was formed, the Lochard Directors have believed that the future of Lochard would be best served by becoming part of a larger entity. We are therefore delighted to have found in Parkmead a company whose management team have a successful track-record of building an E&P company and creating value for shareholders.

The Lochard Directors believe Parkmead is of a size and quality that will enable it to continue to source and fund exciting exploration prospects and development opportunities at a time when obtaining funding for smaller exploration companies remains difficult. The cash flow from Athena will assist the combined entity in pursuing further growth."

Commenting on the Acquisition, Tom Cross, Executive Chairman of Parkmead, said:

"This is the most exciting and important deal for Parkmead to date. The acquisition of Lochard will increase Parkmead's production by over 400 per cent. and therefore provides it with a significantly enhanced cash flow profile. The combination of Parkmead and Lochard will create a stronger and more diverse portfolio of assets, balanced across the UKCS and the Netherlands.

Furthermore, the addition of Lochard's production will enable Parkmead to deliver its ambitious growth plans. This follows the acquisition of DEO Petroleum plc, first production from the Netherlands, successful horizontal appraisal drilling at the Platypus field and the major award of 25 blocks across the UKCS, all achieved by Parkmead within the last 12 months."

Enquiries:
The Parkmead Group plc
Tom Cross (Executive Chairman) Ryan Stroulger (Chief Financial Officer)	+44 (0) 1224 622200 +44 (0) 1224 622200
Charles Stanley Securities (Financial Adviser, NOMAD and Corporate Broker to Parkmead)
Marc Milmo Karri Vuori Carl Holmes	+44 (0) 20 7149 6000 +44 (0) 20 7149 6000 +44 (0) 20 7149 6000

Lochard Energy Group PLC
Clive Carver (Chairman)	+44 (0) 1883 717 357
CIBC World Markets plc (Financial Adviser and Rule 3 Adviser to Lochard)
Sameer Pethe Jonathan Bradfield	+44 (0) 20 7234 6462 +44 (0) 20 7234 6462

finnCap Limited (NOMAD and Corporate Broker to Lochard)
Matthew Robinson Christopher Raggett	+44 (0) 20 7220 0500 +44 (0) 20 7220 0500
Media Enquiries:
College Hill Associates (PR Adviser to Parkmead)
Alexandra Roper	+44 (0) 20 7457 2020

The Acquisition will be made on the terms and subject to the conditions and further terms set out herein and in Appendix I to this Announcement and the further terms and conditions to be set out in the Scheme Document and Forms of Proxy when issued. The bases and sources of certain financial information contained in this Announcement are set out in Appendix II to this Announcement. A summary of the irrevocable undertakings and the letter of intent given by certain Lochard Shareholders is contained in Appendix III to this Announcement. Certain terms used in this Announcement are defined in Appendix IV to this Announcement.

Charles Stanley Securities, which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively for Parkmead and no one else in connection with the Acquisition and this Announcement and will not be responsible to anyone other than Parkmead for providing the protections afforded to clients of Charles Stanley Securities nor for providing advice in connection with the Acquisition or any matter referred to herein.

CIBC, which is authorised in the UK by the Prudential Regulation Authority and regulated in the UK by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for Lochard and no one else in connection with the Acquisition and this Announcement and will not be responsible to anyone other than Lochard for providing the protections afforded to clients of CIBC nor for providing advice in connection with the Acquisition or any matter referred to herein.

finnCap, which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively for Lochard and no one else in connection with the Acquisition and this Announcement and will not be responsible to anyone other than Lochard for providing the protections afforded to clients of finnCap nor for providing advice in connection with the Acquisition or any matter referred to herein.

Parkmead reserves the right to elect, with the consent of the Panel (where necessary), to implement the Acquisition by way of a Takeover Offer. In such event, the Takeover Offer will be implemented on substantially the same terms, subject to appropriate amendments, as those which would apply to the Scheme.

This Announcement is for information purposes only and is not intended to and does not constitute an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of an offer to purchase or subscribe for securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise. The Acquisition will be made solely by means of the Scheme Document, which, together with the Forms of Proxy, will contain the full terms and conditions of the Acquisition, including details of how to vote in favour of the Scheme. Lochard and Parkmead urge Lochard Shareholders to read the Scheme Document which will be distributed to Scheme Shareholders in due course (with the exception of certain Scheme Shareholders in Restricted Jurisdictions), as it will contain important information relating to the Acquisition.

This Announcement does not constitute a prospectus or prospectus equivalent document.

This Announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

Overseas shareholders

The release, publication or distribution of this Announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to the laws of other jurisdictions should inform themselves of, and observe, any applicable requirements.

In particular, the ability of persons who are not resident in the United Kingdom to vote their Lochard Shares in respect of the Scheme at the Court Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located.

Copies of this Announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of, a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Notice to US investors in Lochard: The Acquisition relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules. If, in the future, Parkmead exercises the right to implement the Acquisition by way of a Takeover Offer and decides to extend the Takeover Offer into the United States, the Takeover Offer will be made in compliance with applicable United States laws and regulations. Financial information included (or incorporated by reference) in this Announcement and the Scheme Document has been, or will have been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

It may be difficult for US holders of Lochard Shares to enforce their rights and any claim arising out of US federal laws, since Parkmead and Lochard are located in a non-US jurisdiction and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of Lochard Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

Notice to Australian investors in Lochard: The Acquisition relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under English company law. The Acquisition is not subject to the takeovers requirements of Chapter 6, nor the scheme requirements of Part 5.1, of the Corporations Act 2001 (Cth) ("Australian Corporations Act"). Further, this Announcement does not constitute a prospectus or other disclosure document under the Australian Corporations Act and does not purport to include the information required of a disclosure document, or other regulated document, under the Australian Corporations Act. Any offers in Australia of Parkmead Consideration Shares in connection with the Acquisition will be made without disclosure to investors under Part 6D.2 of the Australian Corporations Act pursuant to Australian Securities and Investments Commission Class Order 07/9 or such other exemptions from Part 6D.2 of the Australian Corporations Act as may be applicable. Any advice in this Announcement is general advice only and does not take into account any person's objectives, financial situation or needs. Lochard is not licensed in Australia to provide financial product advice in respect of its shares (or any other financial products) and no cooling off period applies in respect of an acquisition or sale of its shares. Parkmead is not licensed in Australia to provide financial product advice in respect of its shares (or any other financial products) and no cooling off period applies in respect of an acquisition or sale of its shares.

On 14 January 2013, Lochard announced that it had applied to the Australian Securities Exchange Ltd ("ASX") to have the Lochard Shares removed from the ASX official list. Such delisting became effective on 22 May 2013. Lochard has entered into an agreement with Cunningham Petersen Sharbanee Securities Pty Ltd ("CPS Securities") whereby Lochard Australian CDI Holders have access to a facility provided by CPS Securities to facilitate the sale of, and settlement of transactions in, Lochard Shares on AIM following the delisting. However, in the event that the Acquisition becomes effective, this facility will cease to be available to Lochard Australian CDI Holders with effect from the Effective Date and such Lochard Australian CDI Holders will not be provided with a replacement facility in respect of the Parkmead Consideration Shares they will receive as consideration for their Scheme Shares pursuant to the Scheme.

Further details in relation to overseas Lochard Shareholders will be contained in the Scheme Document.

Forward looking statements

This Announcement may contain statements about Parkmead and Lochard that are or may be forward looking statements. All statements other than statements of historical facts included in this Announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Parkmead's and/or Lochard's operations and potential synergies and cost savings resulting from the Acquisition; and (iii) the effects of government regulation on Parkmead's or Lochard's business.

Such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements. Parkmead and Lochard disclaim any obligation to update any forward looking or other statements contained herein, except as required by applicable law.

Not a profit forecast

No statement in this Announcement is intended as a profit forecast or profit estimate and no statement in this Announcement should be interpreted to mean that earnings or the future earnings per share of the Parkmead Group as enlarged by the Acquisition, Parkmead and/or Lochard for the current or future financial years would necessarily match or exceed the historical or published earnings per share of Parkmead or Lochard.

Note regarding oil and gas disclosure

Dr Colin Percival, Parkmead's Technical Director, who holds a First Class Honours Degree in Geology and a Ph.D in Sedimentology and has over 30 years of experience in the oil and gas industry, has reviewed the technical information contained in this Announcement relating to Parkmead. Reserves and contingent resource estimates for Parkmead are stated as at 31 December 2012. Parkmead's evaluation of reserves and resources was prepared in accordance with the 2007 Petroleum Resources Management System prepared by the Oil and Gas Reserves Committee of the Society of Petroleum Engineers and reviewed and jointly sponsored by the World Petroleum Council, the American Association of Petroleum Geologists and the Society of Petroleum Evaluation Engineers.

Peter Kingston, a non-executive director of Lochard and the Chief Operating Officer of Lochard's operating subsidiary, Zeus Petroleum Limited, is the qualified person that has reviewed the technical information contained in this Announcement relating to Lochard. Reserves and contingent resource estimates for Lochard in this Announcement are stated as at 31 December 2012.

Peter Kingston is a member of the Society of Petroleum Engineers (SPE) and has 47 years' operating experience in the upstream oil industry. For much of that period he has been a practising reservoir engineer and has routinely reviewed corporate oil and gas reserve submissions at board level since 1984.

Disclosure requirements of the City Code

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 paper 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 paper 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 paper 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 paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper 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 paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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 paper offeror, 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 paper 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, 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.

This summary should be read in conjunction with the full text of this Announcement. Appendix I to this Announcement contains the conditions to, and certain further terms of, the Acquisition. Appendix II to this Announcement contains further details of the sources of information and bases of calculations set out in this Announcement. Appendix III contains a summary of the irrevocable undertakings and the letter of intent given by certain Lochard Shareholders. Appendix IV contains definitions of certain expressions used in this summary and in this Announcement.

Information relating to Lochard Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Lochard Shareholders, persons with information rights and other relevant persons for the receipt of communications from Lochard may be provided to Parkmead during the Offer Period where requested under Section 4 of Appendix 4 of the Code.

Publication on website

A copy of this Announcement will be made available, free of charge subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at www.lochardenergy.com and www.parkmeadgroup.comby no later than 12 noon (London time) on the Business Day following the date of this Annoucement.

Neither the content of the website referred to in this Announcement nor the content of any website accessible from hyperlinks on Lochard's website (or any other website) is incorporated into, or forms part of, this Announcement.

You may request a hard copy of this Announcement, free of charge, by contacting Computershare Investor Services Plc on +44 (0) 870 707 1256. Unless so requested, a hard copy of this Announcement will not be sent to you. Lochard Shareholders may also request that all future documents, Announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.

Rule 2.10 Disclosure

In accordance with Rule 2.10 of the Code, Lochard confirms that it has 298,865,616 Lochard Shares in issue and admitted to trading on AIM, a market of the London Stock Exchange under ISIN GB00B02YHV99.

In accordance with Rule 2.10 of the Code, Parkmead confirms that it has 921,139,016 Parkmead Shares in issue and admitted to trading on AIM, a market of the London Stock Exchange under ISIN GB0002532801.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

23 May 2013

RECOMMENDED ALL-SHARE OFFER

for

Lochard Energy Group PLC ("Lochard")

The Parkmead Group plc ("Parkmead")

(to be implemented by way of a Scheme of Arrangement

under Part 26 of the Companies Act 2006)

1 Introduction

The boards of Parkmead and Lochard are pleased to announce that they have reached agreement on the terms of a recommended all-share offer for Lochard, pursuant to which Parkmead will acquire the entire issued and to be issued ordinary share capital of Lochard (the "Acquisition").

2 The Acquisition

It is intended that the Acquisition be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.

Pursuant to the Acquisition, which will be subject to the conditions and further terms set out below and in Appendix I and to the full terms and conditions which will be set out in the Scheme Document, Scheme Shareholders will receive:

for each Scheme Share: 0.385 Parkmead Consideration Shares

Based on the Closing Price of a Parkmead Share of 12.625 pence on 22 May 2013 (being the last practicable date prior to the date of this Announcement), the Acquisition values the entire issued and to be issued share capital of Lochard at approximately £14.5 million and each Lochard Share at approximately 4.9 pence.

The Acquisition is conditional on, inter alia, the approval of Lochard Shareholders and the sanction of the Scheme and the confirmation of the Capital Reduction by the Court.

It is expected that the Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and General Meeting together with the Forms of Proxy, will be posted as soon as practicable and, in any event, within 28 days of this Announcement. Subject to the satisfaction or, where relevant, waiver of all relevant Conditions, the Scheme is expected to become effective in July 2013.

3 Background to and reasons for the Acquisition

The Acquisition is in line with Parkmead's strategy of building a balanced portfolio of oil and gas assets, with a near-term focus on assets in the UK North Sea and the Netherlands. Parkmead already holds exploration, development and producing interests with production to date emanating from Parkmead's Dutch onshore interests. Lochard's assets represent a strong strategic fit for Parkmead, in particular, Lochard's 10 per cent. interest in the producing Athena oil field. As disclosed by the operator of the Athena field, Ithaca Energy Inc, since completion of post-start up commissioning activities, production from the field has been stable at a gross daily rate of between 10,000 and 11,000 boepd (1,000 to 1,100 boepd net to Lochard). Since production commenced at Athena in the second quarter of 2012, through to the end of March 2013, Athena had produced nearly 3 mmboe, representing approximately 0.3 mmboe net to Lochard.

The board of Parkmead anticipates that the Acquisition will:

o increase Parkmead's 2P reserves by some 10 per cent. to approximately 25.2 mmboe (based on adding Lochard's 2P reserves of approximately 2.3 mmboe as at 31 December 2012);

o increase Parkmead's forecast production for the second half of 2013 by over 400 per cent.;

o provide Parkmead with enhanced revenues, earnings and operating cash flow*;

o increase the free cash generated by Parkmead's production, assisting the development of Parkmead's existing portfolio of assets; and

o create an enlarged group with a stronger and more balanced asset base, which has the potential to deliver significant returns to Parkmead Shareholders.

Given the significant increase in production afforded by the Acquisition, the board of Parkmead also believes that the combination of the two businesses will facilitate the ongoing development of Parkmead's existing asset base by providing additional, internally generated cash flow, alongside Parkmead's existing financial resources and banking relationships.

Finally, the board of Parkmead believes that Parkmead, as enlarged by the Acquisition, will be more likely to be successful in completing further acquisitions as it seeks to build further value-adding assets and interests in the North Sea and beyond.

*This statement should not be construed as a profit forecast or be interpreted to mean that the future earnings per share, profits, margins or cash flows of Parkmead will necessarily be greater or less than the historical published earnings per share, profits, margins or cash flows of Parkmead.

4 Recommendation

The Lochard Directors, who have been so advised by CIBC, consider the terms of the Acquisition to be fair and reasonable. In providing its advice, CIBC has taken into account the commercial assessments of the Lochard Directors. In addition, the Lochard Directors consider the terms of the Acquisition to be in the best interests of Lochard and Lochard Shareholders as a whole.

Accordingly, the Lochard Directors intend to recommend unanimously that Lochard Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting (or in the event that the Acquisition is to be implemented by means of a Takeover Offer, to accept, or procure the acceptance of, the Takeover Offer).

5 Background to and reasons for the Lochard Directors' recommendation of the Acquisition

Following attempts to farm out the Thunderball and Moby discoveries in October 2011, the board of Lochard concluded that there would be a higher level of interest in Lochard's entire asset portfolio. As a result, the board of Lochard began a formal sale process for Lochard on 3 September 2012. At the beginning of 2013, Lochard announced the relinquishment of a number of its exploration licences, including Thunderball and Moby, and the loss of its status as a North Sea operator due to funding issues. Lochard's cash flows continue to be reliant on the performance of the Athena field and, in particular, the mechanical integrity of two of its four production wells, the inherent uncertainties of downhole electrical pumps and the high cost of replacement if they fail.

After an extensive process run by Lochard and its advisers over the past eight months and thorough evaluation of the options available to Lochard, the Lochard Directors believe that being part of a larger North Sea player represents the best course of action for Lochard Shareholders. As such, the Lochard Directors believe the proposed Acquisition by Parkmead represents a good opportunity for Lochard Shareholders to gain exposure to a larger and more balanced portfolio with less reliance on a single asset.

The Lochard Directors believe that the combination with Parkmead is an attractive solution for Lochard Shareholders as the combination will benefit from the management capabilities of Parkmead and a stronger balance sheet, allowing it to make good progress on the combined asset base and pursue further growth opportunities. The Lochard Directors also believe that the more diversified asset base and the larger size of the combined entity with Parkmead should reduce Lochard's exposure to a single asset. In addition, the share based nature of the consideration should allow Lochard's shareholders to share in any upside in the combined portfolio.

Parkmead's management team have a successful track-record of building an E&P company and creating value for shareholders. Since March 2011, when the oil & gas team at Parkmead was established, the Parkmead management team has demonstrated its growth intentions through four acquisitions of exploration, appraisal and producing assets, in addition to the successful appraisal of the Platypus field via horizontal drilling and the major award of 25 blocks in the UKCS 27^th Licensing Round.

The Lochard Directors believe that the combination of the two businesses creates an enhanced full cycle E&P company, with an experienced management team. Lochard Shareholders are also expected to benefit from the higher liquidity in trading of Parkmead Shares.

6 Break fee

The Panel has consented to Lochard entering into a break fee arrangement with Parkmead as a participant in Lochard's announced formal sale process pursuant to Note 2 on Rule 21.2 of the Code. As such, Lochard has agreed to pay Parkmead a break fee of £145,267 (subject to adjustment for VAT) if a Competing Offer is announced prior to the Acquisition lapsing or being withdrawn and such Competing Offer becomes or is declared unconditional in all respects or otherwise becomes effective.

7 Irrevocable undertakings and the letter of intent

Whilst none of the Lochard Directors are directly interested in any Lochard Shares, Jamie Brooke, a non-executive Director of Lochard, is also an employee of Henderson Global Investors Limited. Funds managed by Henderson Global Investors Limited and Henderson Alternative Investment Advisor Limited are interested in 93,926,577 Lochard Shares, representing approximately 31.4 per cent. of the issued ordinary share capital of Lochard. Parkmead has received irrevocable undertakings from Henderson Global Investors Limited and Henderson Alternative Investment Advisor Limited to vote in favour of the Scheme and the resolutions at the Court Meeting and the General Meeting in respect of such 93,926,577 Lochard Shares, representing approximately 31.4 per cent. of the issued ordinary share capital of Lochard. Parkmead has also received irrevocable undertakings to vote in favour of the Scheme and the resolutions at the Court Meeting and the General Meeting from certain other Lochard Shareholders in respect of a further 22,111,287 Lochard Shares, representing approximately 7.4 per cent. of the issued ordinary share capital of Lochard.

In addition, Parkmead has obtained a letter of intent from Palm Global LLP in respect of 3,900,000 Lochard Shares representing approximately 1.3 per cent. of the issued ordinary share capital of Lochard to vote in favour of the Scheme and the resolutions at the Court Meeting and the General Meeting.

Parkmead has therefore received irrevocable undertakings and a letter of intent in respect of 119,937,864 Lochard Shares representing, in aggregate, approximately 40.1 per cent. of the issued ordinary share capital of Lochard.

Further details of these irrevocable undertakings (including the circumstances in which they cease to be binding on the persons who gave such undertakings) and the letter of intent are set out in Appendix III to this Announcement.

8 Information on Parkmead

Parkmead's strategy is to build a strong platform to become a key E&P player in the North Sea and beyond and it has embarked on a fast-track programme to exploit the potential of its existing asset base. Parkmead had a transformational year in 2012 with a significant increase in its reserve base and the acquisition of its first producing assets in the Netherlands. In addition, Parkmead was a major beneficiary in the UKCS 27^th Licensing Round, where Parkmead was awarded 25 blocks, all as operator.

Parkmead has put in place a very experienced oil and gas team, a significant number of whom, led by the Executive Chairman Tom Cross, built and developed Dana Petroleum plc to create one of the largest British independent operators active on the UKCS, with E&P interests across nine countries at the time of its sale. The Parkmead team has a strong technical and commercial background and is using its expertise and technical knowledge of certain proven and frontier areas to seek to exploit the exploration and production opportunities it believes exist in these areas.

Capitalising on its strong industry and government relationships, Parkmead has made four acquisitions within the last 18 months, as well as raising new institutional equity through two oversubscribed placings, the first of which raised approximately £8.5 million in March 2012 and the second of which raised approximately £15.9 million in January 2013. Parkmead's current assets are in both the UK and the Netherlands, including, as mentioned above, its first producing interests.

During the last 12 months Parkmead's reserves base has significantly increased and Parkmead currently has a balanced portfolio of assets which includes 2P reserves of 22.9 mmboe plus additional 2C resources of 11.3 mmboe.

Parkmead's largest interest in terms of reserves is its 52 per cent. working interest in the Perth oil field area which was acquired following the acquisition of DEO Petroleum plc in August 2012. The Perth Field, located in licences P218 (Block 15/21a) and P588 (Block 15/21c), is targeting 2P reserves of 21.5 mmbbls (net to Parkmead) from a Phase 1 development. Parkmead and its co-venturers are planning to drill an appraisal well at the Perth Field targeting a further 50-100 mmbbls of oil-in-place potential. As operator, Parkmead is seeking to maximise the reserves to be developed through the Perth Field infrastructure including potential tie-in opportunities in the Greater Perth Area. To this end, Parkmead is working with one of its partners on the Perth Field, Faroe Petroleum plc ("Faroe"), following Faroe's recent acquisition of a 50 per cent. stake in the Lowlander oil field (which is located nearby to the Perth Field) with the aim of putting together a joint Perth/Lowlander development study.

In November 2011, Parkmead completed the acquisition of a 15 per cent. interest in the Platypus gas field, located in the UK Southern North Sea. In August 2012, Parkmead announced strong results from the Platypus gas appraisal well which delivered a significant flow rate on test of 27 million cubic feet of gas per day. Following these strong results, Parkmead has been actively working with its co-venturers to progress planning for the development of this field. The board of Parkmead is hopeful that the most likely outcome will be a decision to proceed to commercial development without the need for further appraisal drilling.

In August 2012, Parkmead completed the acquisition of a portfolio of Netherlands onshore assets from Dyas B.V., including four producing gas fields. The purchase of these assets marked a significant milestone for Parkmead by adding the first producing assets to its portfolio. In addition, the acquisition provided Parkmead with two near-term development opportunities with the first of these due to come onstream in 2014. Parkmead's technical team has also been working closely with the operator of the assets on a potential accelerated infill drilling programme at Geesbrug.

In October 2012, Parkmead announced that it had added significantly to its exploration portfolio following the UKCS 27^th Licensing Round. The awards saw Parkmead become the operator of 25 blocks across six licences in three key areas, namely the Central North Sea, West of Shetland and West of Scotland. Parkmead has commenced its work programme across the blocks awarded, which will include obtaining 2D/3D seismic data and detailed mapping. Parkmead has also had early discussions with potential partners across some of the blocks awarded.

Through its wholly owned subsidiary, Aupec, Parkmead provides petroleum economics, benchmarking and valuation expertise to a wide range of government bodies and international oil and gas companies. Aupec has to date worked with over 100 governments, national oil companies, majors and independents, across the world, as well as a number of multi-national agencies such as the European Commission and the World Bank. Parkmead is able to benefit from the relationships and analytical rigour within Aupec as it progresses its strategy of actively pursuing investment opportunities throughout the North Sea.

For the year ended 30 June 2012, Parkmead generated revenues of £2.95 million and a loss before taxation of £4.9 million. During the six month period to 31 December 2012, Parkmead generated turnover of £1.97 million and a loss before taxation of £2.76 million. As at 31 December 2012, Parkmead had net assets of £21.95 million. Subsequent to 31 December 2012, Parkmead raised approximately £15.9 million by way of a successful equity placing with certain institutional and other investors.

Parkmead also holds a 1.8 per cent. stake in Faroe Petroleum plc. As at 22 May 2013 (being the last practicable date prior to this Announcement) the value of this investment was approximately £4.3 million.

9 Information on Lochard

Lochard is an exploration and production company with interests in four UK North Sea licences.

Lochard was renamed from Rheochem plc following the sale of its oilfield services and drilling fluids business in April 2011. Lochard initially specialised in the provision of chemical engineering services, drilling fluids and chemicals to the oil and gas industry and was admitted to trading on AIM in 2004.

Subsequent to its admission to AIM, Lochard expanded internationally and built up a portfolio of exploration and production assets, mainly through acquisitions. As part of this process, Lochard acquired Wimbledon Oil & Gas in 2006, which held a 10 per cent. interest in the Athena Field. Lochard was also awarded a number of exploration blocks in the UKCS 25^th and 26^th Licensing Rounds.

In March 2011, it was announced that Lochard was selling its oilfield services and drilling fluids business allowing Lochard to become a pure-play upstream specialist in the UK North Sea.

The 10 per cent. interest in the Athena Field remains Lochard's key asset and had total gross 2P reserves remaining as at 31 December 2012 of approximately 22.7 mmboe (gross), 2.3 mmboe net to Lochard. Athena reached first oil in May 2012 and is currently producing 10,000-11,000 boepd (gross). The operator, Ithaca Energy Inc., noted that, as at the end of March 2013, nearly 3 mmboe (gross) had been produced since first oil and that production continues to be dry.

Lochard also has contingent interests in three exploration licences which were awarded as part of the UKCS 26^th Licensing Round.

Licence P1861: Lochard has a 50 per cent. working interest in Licence P1861 which covers Blocks 3/5 & 3/10c and contains the 3/10b-1 gas discovery. The licence is located immediately to the east of the North Alwyn Field and close to the Alwyn Area Processing and Export System which would present a potential export route.

Licence P1863: Lochard has a 50 per cent. working interest in Licence P1863 which covers Blocks 9/17b & 9/22b. The licence lies to the west of the nearby Gryphon and Harding producing fields. Nine exploration wells have been drilled across the two blocks.

Licence P1867: Lochard has a 50 per cent. working interest in Licence P1867 which contains Block 14/17. The block lies immediately to the north west of the Athena Field and presents a possible future extension to the Athena Field.

10 Parkmead's strategic plans for Lochard and its intentions regarding Lochard's management, employees and locations

The Directors of Parkmead believe that Lochard's North Sea interests are an excellent addition to Parkmead's existing portfolio of assets. The anticipated cash flow generated from Lochard's interest in the Athena field should complement Parkmead's existing production cash flows from its portfolio of onshore assets in the Netherlands. Parkmead also intends to utilise the experience and the commercial, operational and exploration strengths of its core oil and gas team to maximise shareholder value from Lochard's three exploration licences.

Lochard has been engaged in a formal sale process since 3 September 2012 and has since that date also simplified its asset base and reduced its cost base. Apart from its board of directors, Lochard does not have any employees (only a small number of contractors) and the Lochard Directors have confirmed that they intend to resign from the board of Lochard upon the Scheme becoming effective. It is the intention of Parkmead to consolidate Lochard's operations into Parkmead's existing offices in Aberdeen and Parkmead does not intend to retain the limited number of third-party contractors currently working with Lochard.

Parkmead has given assurances to the Lochard Directors that, following completion of the Acquisition, the existing employment rights of the directors and contractors of Lochard will be fully safeguarded.

11 Lochard Share Scheme

Participants in the Lochard Share Scheme will be contacted separately regarding the effect of the Acquisition on their rights under the Lochard Share Scheme and appropriate proposals will be made to such persons in due course. The proposals will extend to any Lochard Shares which are unconditionally allotted or issued before the Scheme Record Time as a result of the exercise of existing options under the Lochard Share Scheme.

12 Parkmead Consideration Shares

The Parkmead Consideration Shares will be ordinary shares in the capital of Parkmead. The Parkmead Consideration Shares will rank pari passu in all respects with the Parkmead Shares in issue on the Effective Date and will be entitled to all dividends and/or other distributions declared or paid by Parkmead by reference to a record date on or after the Effective Date.

The Parkmead Shares are admitted to trading on AIM, a market of the London Stock Exchange, and an application will be made for the Parkmead Consideration Shares to be admitted to trading on AIM. Transactions in Parkmead Consideration Shares will settle through CREST or by the dispatch of share certificates, which will be posted to certificated holders of Lochard Shares.

The Parkmead Consideration Shares to be issued pursuant to the Acquisition are expected to represent approximately 11.1 per cent. of the issued share capital of Parkmead as enlarged by the Acquisition.

Fractions of Parkmead Consideration Shares will not be allotted or issued pursuant to the Scheme to Lochard Shareholders and entitlements will instead be rounded down to the nearest whole number of Parkmead Consideration Shares and all fractional entitlements will be aggregated and allotted and issued to the person appointed by Parkmead as nominee for such Lochard Shareholders and sold in the market as soon as practicable after the Effective Date. The net proceeds shall be paid to such Lochard Shareholders in due course. However, individual entitlements to amounts of less than £2 will not be paid but will instead be retained for the benefit of Parkmead.

13 Opening Position Disclosures and interests

Parkmead confirms that it is making an Opening Position Disclosure today, setting out the details required to be disclosed by it under Rule 8.1(a) of the Code.

14 Structure of the Acquisition

It is intended that the Acquisition will be effected by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act. The Scheme is an arrangement between Lochard and the Scheme Shareholders and is subject to the approval of the Court.

The purpose of the Scheme is to provide for Parkmead to become the holder of the entire issued and to be issued ordinary share capital of Lochard. This is to be achieved by the cancellation of the Scheme Shares held by Scheme Shareholders and the application of the reserve arising from such cancellation in paying up in full such number of new ordinary shares of 5 pence each in the capital of Lochard which is equal to the number of Scheme Shares cancelled and issuing such new ordinary shares to Parkmead. In consideration, Parkmead will issue the Parkmead Consideration Shares to which Lochard Shareholders on the register of members at the Scheme Record Time are entitled pursuant to the terms of the Acquisition.

To become effective, the Scheme will require, amongst other things, the approval by a majority in number of Scheme Shareholders representing at least 75 per cent. in value of the Scheme Shares held by such Scheme Shareholders voting, either in person or by proxy, at the Court Meeting (or any adjournment thereof), and the passing by the Lochard Shareholders representing at least 75 per cent. of the votes cast (either in person or by proxy) of a special resolution necessary to implement the Scheme (including approving appropriate amendments to the articles of association of Lochard) at the General Meeting (or any adjournment thereof). The General Meeting will be held immediately after the Court Meeting. In addition, the Scheme must be sanctioned, and the Capital Reduction must be confirmed, by the Court.

The Scheme will also be subject to certain conditions and certain further terms referred to in Appendix I of this Announcement and to be set out in the Scheme Document.

Once the necessary approvals from Lochard Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived, the Scheme will become effective upon the delivery of the Court Order and associated statement of capital to the Registrar of Companies. The Scheme is expected to become effective in July 2013. If the Scheme does not become effective on or before 31 October 2013, it will lapse and the Acquisition will not proceed (unless the parties agree otherwise with the consent of the Panel).

Upon the Scheme becoming effective, it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting.

The Parkmead Consideration Shares to be issued to Lochard Shareholders pursuant to the Scheme will be issued fully paid and free from all liens, charges, equities, encumbrances, rights of pre-emption and any other interests of any nature whatsoever and together with all rights attaching thereto, including voting rights and the rights to receive and retain in full all dividends and other distributions declared, made or paid on or after the date of their issue.

Upon the Scheme becoming effective, the CREST accounts of Lochard Shareholders who hold their Lochard Shares in uncertificated form will be credited with the Parkmead Consideration Shares they will receive in consideration on, or shortly after, the Effective Date and share certificates in respect of the Parkmead Consideration Shares that Lochard Shareholders who hold their Lochard Shares in certificated form will receive in consideration will be despatched by Parkmead to Scheme Shareholders no later than 14 days after the Effective Date.

The Scheme Document will include full details of the Scheme, together with notices of the Court Meeting and the General Meeting and the expected timetable, and will specify the actions to be taken by Scheme Shareholders. The Scheme Document and the Forms of Proxy will be sent to Lochard Shareholders as soon as reasonably practicable and, in any event, within 28 days of this Announcement.

The Scheme will be governed by English law. The Scheme will be subject to the applicable requirements of the City Code, the Panel, the London Stock Exchange and the AIM Rules. The bases and sources of certain information contained in this Announcement are set out in Appendix II. Certain terms used in this Announcement are defined in Appendix IV.

Parkmead reserves the right, with the consent of the Panel (where necessary), to elect to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme. Any such Takeover Offer will be subject to an acceptance condition of Parkmead having acquired (whether pursuant to the Acquisitionor otherwise) such percentage (being more than 50 per cent.) of the Lochard Shares, as Parkmead may decide, having consulted with the Panel, and will otherwise be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme, and in compliance with applicable laws and regulations.

15 Expected Timetable

Lochard currently anticipates that:

(a) it will despatch the Scheme Document, together with the Forms of Proxy, to Lochard Shareholders and the Scheme Document, for information only, to the holders of options granted under the Lochard Share Scheme, and in such case, within the next 28 days (or such later date as may be agreed with the Panel);

(b) the Court Meeting and General Meeting will take place in early July 2013;

(c) subject to the Scheme becoming unconditional and Effective in accordance with its terms, the Acquisition is expected to become effective in late July 2013, with the consideration being issued to Lochard Shareholders no later than 14 days after the Effective Date.

The timing of events which relate to the implementation of the Acquisition is, however, subject to the approval of the Court and is therefore subject to change. A full anticipated timetable will be set out in the Scheme Document.

If the Acquisition does not become effective by the Long Stop Date, the Acquisition will lapse except where the approval of Lochard Shareholders at the Court Meeting and General Meeting is obtained before this date, in which case the Long Stop Date for the Acquisition may be extended to such later date as Parkmead and Lochard may agree and, if appropriate, the Court may approve.

16 Disclosure of interests in Lochard Shares

Neither Parkmead, nor any of the Parkmead Directors nor, so far as the Parkmead Directors are aware, any other person acting in concert with Parkmead for the purposes of the Acquisition, owns, controls, holds, or has borrowed or lent any Lochard Shares or any securities convertible or exchangeable into Lochard Shares or rights to subscribe for or purchase or options (including traded options) in respect of, or derivatives referenced to, any such Lochard Shares.

17 Overseas Shareholders

The availability of the Acquisition and the distribution of this Announcement to persons not resident in the United Kingdom may be prohibited or affected by the laws of the relevant jurisdictions. Such persons should inform themselves about, and observe, any applicable requirements. Further details in relation to overseas Lochard Shareholders will be contained in the Scheme Document.

18 Admission to trading, dealings and settlement of the Parkmead Consideration Shares

An application will be made to the London Stock Exchange for the Parkmead Consideration Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective and that dealings for normal settlement in the Parkmead Consideration Shares will commence on the London Stock Exchange at or shortly after 8.00 a.m. (London time) on, or shortly after (and within 14 days of), the Effective Date.

19 Cancellation of admission to trading of Lochard Shares on AIM and re-registration

On the Effective Date, Lochard will become a wholly owned subsidiary of Parkmead.

Prior to the Scheme becoming effective, a request will be made to the London Stock Exchange to cancel trading in Lochard Shares on AIM upon, or shortly after, the Effective Date.

Share certificates in respect of Lochard Shares will cease to be valid and should be destroyed upon, or shortly after, the Effective Date.

In addition, entitlements held within CREST to Lochard Shares will be cancelled upon, or shortly after, the Effective Date.

As soon as possible after the Effective Date, it is intended that Lochard will be re-registered as a private limited company.

20 General

The Acquisition will be made on the terms and subject to the conditions and further terms set out herein and in Appendix I to this Announcement. The bases and sources of certain financial information contained in this Announcement are set out in Appendix II to this Announcement. A summary of the irrevocable undertakings and the letter of intent is contained in Appendix III to this Announcement. Certain terms used in this Announcement are defined in Appendix IV to this Announcement.

21 Documents on display

Copies of the following documents will be made available, subject to certain restrictions relating to persons resident in any Restricted Jurisdiction, on Parkmead's website (www.parkmeadgroup.com) by no later than 12 noon (London time) on 24 May 2013 until the end of the Offer Period:

· the irrevocable undertakings and the letter of intent referred to in paragraph 7 above and summarised in Appendix III to this Announcement;

· the break-fee agreement referred to in paragraph 6 above;

· the confidentiality agreement entered into between Parkmead and Lochard on 14 January 2013; and

· this Announcement.


Enquiries:
The Parkmead Group plc
Tom Cross (Executive Chairman) Ryan Stroulger (Chief Financial Officer)	+44 (0) 1224 622200 +44 (0) 1224 622200
Charles Stanley Securities (Financial Adviser, NOMAD and Corporate Broker to Parkmead)
Marc Milmo Karri Vuori Carl Holmes	+44 (0) 20 7149 6000 +44 (0) 20 7149 6000 +44 (0) 20 7149 6000
Lochard Energy Group PLC
Clive Carver (Chairman)	+44 (0) 1883 717 357
CIBC World Markets plc (Financial Adviser and Rule 3 Adviser to Lochard)
Sameer Pethe Jonathan Bradfield	+44 (0) 20 7234 6462 +44 (0) 20 7234 6462
finnCap Limited (NOMAD and Corporate Broker to Lochard)
Matthew Robinson Christopher Raggett	+44 (0) 20 7220 0500 +44 (0) 20 7220 0500
Media Enquiries:
College Hill Associates (PR Adviser to Parkmead)
Alexandra Roper	+44 (0) 20 7457 2020

This Announcement does not constitute a prospectus or prospectus equivalent document.

Overseas shareholders

Copies of this Announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Notice to US investors in Lochard: The Acquisition relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules. If, in the future, Parkmead exercises the right to implement the Acquisition by way of a Takeover Offer and decides to extend the offer into the United States, the Takeover Offer will be made in compliance with applicable United States laws and regulations. Financial information included (or incorporated by reference) in this Announcement and the Scheme Document has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

Further details in relation to overseas Lochard Shareholders will be contained in the Scheme Document.

Forward looking statements

Not a profit forecast

Note regarding oil and gas disclosure

Peter Kingston, a non-executive director of Lochard and the Chief Operating Officer of Lochard's operating subsidiary Zeus Petroleum Limited, is the qualified person that has reviewed the technical information contained in this Announcement relating to Lochard. Reserves and contingent resource estimates for Lochard in this Announcement are stated as at 31 December 2012.

Peter Kingston is a member of the Society of Petroleum Engineers (SPE) and has 47 years' operating experience in the upstream oil industry. For much of that period he has been a practicing reservoir engineer and has routinely reviewed corporate oil and gas reserve submissions at board level since 1984.

Disclosure requirements of the City Code

This summary should be read in conjunction with the full text of this Announcement. Appendix I to this Announcement contains the conditions to, and certain further terms of, the Acquisition. Appendix II to this Announcement contains further details of the sources of information and bases of calculations set out in this Announcement. Appendix III contains a summary of the irrevocable undertakings given by certain Lochard Shareholders. Appendix IV contains definitions of certain expressions used in this summary and in this Announcement.

Information relating to Lochard Shareholders

Publication on website

A copy of this Announcement will be made available, free of charge subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at www.lochardenergy.comand www.parkmeadgroup.comby no later than 12 noon (London time) on the Business Day following the date of this Annoucement.

Rule 2.10 Disclosure

In accordance with Rule 2.10 of the Code, Lochard confirms that it has 298,865,616 Lochard Shares in issue and admitted to trading on AIM, a market of the London Stock Exchange, under ISIN GB00B02YHV99.

In accordance with Rule 2.10 of the Code, Parkmead confirms that it has 921,139,016 Parkmead Shares in issue and admitted to trading on AIM, a market of the London Stock Exchange, under ISIN GB0002532801.

APPENDIX I

CONDITIONS AND CERTAIN FURTHER TERMS OF THE ACQUISITION

Part A: Conditions of the Acquisition

The Acquisition will be conditional upon the Scheme becoming unconditional and becoming effective by no later than the Long Stop Date, or such later date (if any) as Parkmeadand Lochard may agree and the Court may allow.

(a) The Scheme will be conditional upon:

(1) its approval by a majority in number representing not less than three-fourths in value of the Scheme Shareholders (or the relevant class or classes thereof, if applicable) present and voting, either in person or by proxy, at the Court Meeting and at any separate class meeting which may be required by the Court or at any adjournment of any such meeting;

(2) all resolutions necessary to approve and implement the Scheme being duly passed by the requisite majority or majorities at the General Meeting of Lochard or at any adjournment of that meeting; and

(3) the sanction of the Scheme with or without modification (but subject to any such modification being acceptable to Parkmead and Lochard) and the confirmation of the Capital Reduction by the Court and:

(i) the delivery of a copy of the necessary Court Order(s) and of the requisite statement of capital to the Registrar of Companies; and

(ii) if the Court so orders for it to become effective, the registration of the Court Order(s) and the statement of capital by the Registrar of Companies.

In addition, Parkmead and Lochard have agreed that the Acquisition will be conditional upon the following Conditions and, accordingly, the necessary actions to make the Scheme effective will not be taken unless the following Conditions (as amended if appropriate) have been satisfied or, where relevant, waived:

(b) without prejudice to paragraphs (d) or (e) below, the Secretary of State for Energy and Climate Change not having indicated an intention to (i) revoke or recommend the revocation of any exploration or production licence held by any member of the Lochard Group or (ii) to require a further change of control of any such member as a result of the implementation of the Acquisition;

(c) the London Stock Exchange agreeing to admit the Parkmead Consideration Shares to trading on AIM subject to the allotment of such Parkmead Consideration Shares and/or the Scheme becoming or being declared unconditional in all respects;

(d) there being no provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider Lochard Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, which in consequence of the Acquisitionor the proposed acquisition of any shares or other securities in Lochard or because of a change in the control or management of Lochard or otherwise, could or might result in:

(i) any moneys borrowed by or any other indebtedness (actual or contingent) of, or grant available to any such member, being or becoming repayable or capable of being declared repayable immediately or earlier than their or its stated maturity date or repayment date or the ability of any such member to borrow moneys or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii) any such agreement, arrangement, licence, permit or instrument or the rights, liabilities, obligations or interests of any such member thereunder being terminated or modified or affected or any obligation or liability arising or any action being taken or arising thereunder;

(iii) any assets or interests of any such member being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged;

(iv) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any such member;

(v) the rights, liabilities, obligations or interests of any such member in, or the business of any such member with, any person, firm or body (or any arrangement or arrangements relating to any such interest or business) being terminated, adversely modified or affected;

(vi) the value of any such member or its financial or trading position or prospects being prejudiced or adversely affected;

(vii) any such member ceasing to be able to carry on business under any name under which it presently does so; or

(viii) the creation of any liability, actual or contingent, by any such member,

and no event having occurred which, under any provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider Lochard Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, could result in any of the events or circumstances as are referred to in sub-paragraphs (i) to (viii) of this Condition;

(e) no government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body, court, trade agency, association, institution or any other body or person whatsoever in any jurisdiction (each a "Third Party") having decided to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or enacted, made or proposed any statute, regulation, decision or order, or having taken any other steps which would or might be expected to:

(i) require, prevent or delay the divestiture, or alter the terms envisaged for any proposed divestiture by any member of the Wider Parkmead Group or any member of the Wider Lochard Group of all or any portion of their respective businesses, assets or property or impose any limitation on the ability of any of them to conduct their respective businesses (or any of them) or to own any of their respective assets or properties or any part thereof;

(ii) require, prevent or delay the divestiture by any member of the Wider Parkmead Group of any shares or other securities in any member of the Wider Lochard Group;

(iii) impose any limitation on, or result in a delay in, the ability of any member of the Wider Parkmead Group directly or indirectly to acquire or to hold or to exercise effectively any rights of ownership in respect of shares or loans or securities convertible into shares or any other securities (or the equivalent) in any member of the Wider Lochard Group or the Wider Parkmead Group or to exercise management control over any such member;

(iv) otherwise adversely affect the business, assets, profits or prospects of any member of the Wider Parkmead Group or of any member of the Wider Lochard Group;

(v) make the Acquisition or its implementation or the acquisition or proposed acquisition by Parkmead or any member of the Wider Parkmead Group of any shares or other securities in, or control ofany member of the Wider Lochard Group void, illegal, and/or unenforceable under the laws of any jurisdiction, or otherwise, directly or indirectly, restrain, restrict, prohibit, delay or otherwise interfere with the same, or impose additional conditions or obligations with respect thereto, or otherwise challenge or interfere therewith;

(vi) except if Parkmead elects to implement the Acquisition by way of an Offer, in respect ofthe 'squeeze-out' procedure in accordance with the provisions of Part 28 of the Companies Act 2006, require any member of the Wider Parkmead Group or the Wider Lochard Group to offer to acquire any shares or other securities (or the equivalent) or interest in any member of the Wider Lochard Group or the Wider Parkmead Group owned by any third party; or

(vii) result in any member of the Wider Lochard Group ceasing to be able to carry on business under any name under which it presently does so,

and all applicable waiting and other time periods during which any such Third Party could institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or any other step under the laws of any jurisdiction in respect of the Acquisition or the acquisition or proposed acquisition of any Lochard Shares having expired, lapsed or been terminated;

(f) all necessary filings or applications having been made in connection with the Acquisitionand all statutory or regulatory obligations in any jurisdiction having been complied with in connection with the Acquisition or the acquisition by any member of the Wider Parkmead Group of any shares or other securities in, or control of, Lochard and all authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals (collectively "Consents") deemed necessary or appropriate by Parkmead or any member of the Wider Parkmead Group for or in respect of the Acquisitionor the proposed acquisition of any shares or other securities in, or control of, Lochard by any member of the Wider Parkmead Group having been obtained in terms and in a form satisfactory to Parkmead from any appropriate Third Parties or persons with whom any member of the Wider Lochard Group has entered into contractual arrangements and all Consents necessary or appropriate to carry on the business of any member of the Wider Lochard Group which is material in the context of the Parkmead Group or the Lochard Group as a whole remaining in full force and effect and all filings necessary for such purpose have been made and there being no notice or intimation of any intention to revoke or not to renew any of the same at the time at which the Acquisitionbecomes otherwise unconditional and all necessary statutory or regulatory obligations in any jurisdiction having been complied with;

(g) except as publically announced by Lochard in accordance with the AIM Rules prior to 23 May 2013, no member of the Wider Lochard Group having, since 30 June 2012:

(i) save as between Lochard and wholly-owned subsidiaries of Lochard or for Lochard Shares issued pursuant to the exercise of options granted under the Lochard Share Scheme, issued, authorised or proposed the issue of additional shares of any class;

(ii) save as between Lochard and wholly-owned subsidiaries of Lochard or for the grant of options under the Lochard Share Scheme, issued or agreed to issue, authorised or proposed the issue of securities convertible into shares of any class or rights, warrants or options to subscribe for, or acquire, any such shares or convertible securities;

(iii) other than to another member of the Lochard Group, recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution whether payable in cash or otherwise;

(iv) save for intra-Lochard Group transactions, merged or demerged with any body corporate or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any assets or any right, title or interest in any asset (including shares and trade investments) or authorised or proposed or announced any intention to propose any merger, demerger, acquisition or disposal, transfer, mortgage, charge or security interest, in each case, other than in the ordinary course of business;

(v) save for intra-Lochard Group transactions, made or authorised or proposed or announced an intention to propose any change in its loan capital;

(vi) issued, authorised or proposed the issue of any debentures or (save for intra-Lochard Group transactions), save in the ordinary course of business, incurred or increased any indebtedness or become subject to any contingent liability;

(vii) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect to the matters mentioned in sub-paragraph (i) above, made any other change to any part of its share capital;

(viii) implemented, or authorised, proposed or announced its intention to implement, any reconstruction, amalgamation, scheme, commitment or other transaction or arrangement otherwise than in the ordinary course of business;

(ix) entered into, varied, authorised, proposed or announced its intention to enter into or vary any contract, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or which involves or could reasonably be expected to involve an obligation of a nature or magnitude which is, in any such case material to the context of the Wider Lochard Group, or which is or is reasonably likely to be restrictive on the businesses of any member of the Wider Lochard Group or the Wider Parkmead Group or which involves or could involve an obligation of such a nature or magnitude or which is other than in the ordinary course of business;

(x) (other than in respect of a member which is dormant and was solvent at the relevant time) taken any corporate action or had any legal proceedings started or threatened against it for its winding-up, dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or had any such person appointed;

(xi) entered into or changed the terms of any contract with any director or senior executive of the Lochard Group which is, in any such case material to the context of the Wider Lochard Group;

(xii) waived or compromised any claim otherwise than in the ordinary course of business which is material in the context of the Wider Lochard Group, taken as a whole;

(xiii) entered into any contract, commitment, arrangement or agreement otherwise than in the ordinary course of business or passed any resolution or made any offer(which remains open for acceptance) with respect to or announced any intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition;

(xiv) proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme, pension scheme obligations or other benefit relating to the employment or termination of employment of any person employed by the Wider Lochard Group; or

(xv) having taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Panel or the approval of Lochard Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the Code,

and, for the purposes of paragraphs (iii), (iv), (v) and (vi) of this Condition, the term "Lochard Group" shall mean Lochard and its wholly-owned subsidiaries;

(h) except as disclosed in the accounts for year then ended, since 30 June 2012:

(i) no adverse change or deterioration having occurred in the business, assets, financial or trading position or profits or prospects of any member of the Wider Lochard Group to an extent which is material to the Wider Lochard Group taken as a whole;

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider Lochard Group is or may become a party (whether as a plaintiff, defendant or otherwise) and no investigation by any Third Party against or in respect of any member of the Wider Lochard Group having been instituted announced or threatened by or against or remaining outstanding in respect of any member of the Wider Lochard Group which in any such case might be expected to have a material adverse effect on any member of the Wider Lochard Group;

(iii) no contingent or other liability having arisen or become apparent to Parkmead which would be likely adversely affect the business, assets, financial or trading position, profits, prospects or operational performance of any member of the Wider Lochard Group to an extent which is material to the Wider Lochard Group taken as a whole; and

(iv) no steps having been taken which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Lochard Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which is material and likely to have an adverse effect on the Wider Lochard Group taken as a whole;

(i) except as Disclosed, Parkmead not having discovered:

(i) that any financial, business or other information concerning the Wider Lochard Group as contained in the information publicly disclosed at any time by or on behalf of any member of the Wider Lochard Group is misleading, contains a misrepresentation of fact or omits to state a fact necessary to make that information not misleading which is, in any case, material in the context of the Wider Lochard Group; and

(ii) that any member of the Wider Lochard Group is subject to any liability (contingent or otherwise) which is not disclosed in the Annual Report;

(j) except as Disclosed, Parkmead not having discovered that:

(i) any past or present member of the Wider Lochard Group has failed to comply with any and/or all applicable legislation or regulation, of any jurisdiction with regard to the disposal, spillage, release, discharge, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health or animal health or otherwise relating to environmental matters, or that there has otherwise been any such disposal, spillage, release, discharge, leak or emission (whether or not the same constituted a non-compliance by any person with any such legislation or regulations, and wherever the same may have taken place) any of which disposal, spillage, release, discharge, leak or emission would be likely to give rise to any material liability (actual or contingent) on the part of any member of the Wider Lochard Group; or

(ii) there is, or is likely to be, for that or any other reason whatsoever, any material liability (actual or contingent) of any past or present member of the Wider Lochard Group to make good, repair, reinstate or clean up any property or any controlled waters now or previously owned, occupied, operated or made use of or controlled by any such past or present member of the Wider Lochard Group, under any environmental legislation, regulation, notice, circular or order of any government, governmental, quasi-governmental, state or local government, supranational, statutory or other regulatory body, agency, court, association or any other person or body in any jurisdiction and any such liability would be likely to give rise to any material liability (actual or contingent) on the part of any member of the Wider Lochard Group.

For the purposes of these Conditions the "Wider Lochard Group" means Lochard and its subsidiary undertakings, associated undertakings and any other undertaking in which Lochard and/or such undertakings (aggregating their interests) have a significant interest and the "Wider Parkmead Group" means Parkmead and its subsidiary undertakings, associated undertakings and any other undertaking in which Parkmead and/or such undertakings (aggregating their interests) have a significant interest and for these purposes "subsidiary undertaking" and "undertaking" have the meanings given by the Companies Act, "associated undertaking" has the meaning given by paragraph 19 of Schedule 6 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 other than paragraph 19(1)(b) of Schedule 6 to those Regulations which shall be excluded for this purpose, and "significant interest" means a direct or indirect interest in ten per cent. or more of the equity share capital (as defined in the Companies Act).

To the extent permitted by law and subject to the requirements of the Panel, Parkmead reserves the right to waive, in whole or in part, all or any of Conditions (a) to (j) above, except for Condition (a), which cannot be waived.

Conditions (b) to (j) (inclusive) must be fulfilled or waived by no later than 11.59pm on the date immediately preceding the date of the Court Hearing, failing which the Scheme will lapse. Parkmead shall be under no obligation to waive or treat as satisfied any of Conditions (b) to (j) (inclusive) by a date earlier than the latest date specified above for the fulfilment or waiver thereof, notwithstanding that the other Conditions of the offer may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

If Parkmead is required by the Panel to make an offer for Lochard Shares under the provisions of Rule 9 of the Code, Parkmead may make such alterations to any of the above Conditions as are necessary to comply with the provisions of that Rule.

Parkmead reserves the right to elect (with the consent of the Panel) to implement the Acquisition by way of a takeover offer (as defined in Part 28 of the Companies Act). In such event, such Offer will be implemented on the same terms, so far as applicable, as those which would apply to the Scheme, subject to appropriate amendments to reflect the change in method of effecting the Acquisition, including (without limitation and subject to the consent of the Panel) an acceptance condition that is set at 90 per cent. (or such lesser percentage, as Parkmead may decide) (i) in nominal value of the shares to which such Offer relates; and (ii) of the voting rights attached to those shares, and that is subject to the Parkmead and/or (with the consent of the Panel) any members of the Parkmead Group having acquired or agreed to acquire, whether pursuant to the Offer or otherwise, shares carrying more than 50 per cent. of the voting rights normally exercisable at a general meeting of Lochard, including, for this purpose, any such voting rights attaching to Lochard Shares that are unconditionally allotted or issued before the takeover offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise.

The availability of the Acquisition to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

The Acquisition will be governed by English law and will be subject to the jurisdiction of the English courts and to the Conditions set out in this Announcement and in the formal Scheme Document (or Offer Document and related Form of Acceptance, as the case may be). The Acquisition will comply with the applicable rules and regulations of the Financial Conduct Authority and the London Stock Exchange and the Code.

Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

Part B: Certain further terms of the Acquisition

The Acquisition will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, internet or e-mail) of interstate or foreign commerce of, or of any facility of a national securities exchange of, the United States, Canada, Japan or Australia and the Acquisition will not be capable of acceptance by any such use, means, instrumentality or facility or from within the United States, Canada, Japan or Australia.

Lochard Shares which will be acquired under the Acquisition will be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of this Announcement.

APPENDIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION

In this Announcement:

(i) As at the close of business on 22 May 2013, being the last Business Day prior to the date of this Announcement, Parkmead had in issue 921,139,016 Parkmead Shares and Lochard had in issue 298,865,616 Lochard Shares. The ISIN for Parkmead Shares is GB0002532801 and for the Lochard Shares is GB00B02YHV99.

(ii) The value placed on the issued share capital of Lochard (approximately £14.5 million) is based on 298,865,616 Lochard Shares in issue on 22 May 2013, being the last Business Day prior to the date of this Announcement.

(iii) The Closing Price of a Parkmead Share on 22 May 2013 (being the last Business Day prior to the date of this Announcement), referred to in this Announcement is derived from the AIM Appendix to the London Stock Exchange Daily Official List.

(iv) Unless otherwise stated, the financial information relating to Lochard is extracted or derived from the annual report and accounts of Lochard for the financial year to 30 June 2012 and the interim results for the six month period ended 31 December 2012 (without any adjustment).

(v) Unless otherwise stated, the financial information relating to Parkmead is extracted or derived from the annual report and accounts of Parkmead for the financial year to 30 June 2012 and the interim results for the six month period ended 31 December 2012 (without any adjustments).

APPENDIX III
IRREVOCABLE UNDERTAKINGS AND THE LETTER OF INTENT

Lochard Shareholders

Whilst none of the Lochard Directors are directly interested in any Lochard Shares, Jamie Brooke, a non-executive Director of Lochard is also an employee of Henderson Global Investors Limited. Funds managed by Henderson Global Investors Limited and Henderson Alternative Investment Advisor Limited are interested in 93,926,577 Lochard Shares, representing approximately 31.4 per cent. of the issued ordinary share capital of Lochard. Parkmead has received irrevocable undertakings from Henderson Global Investors Limited and Henderson Alternative Investment Advisor Limited to vote in favour of the Scheme and the resolutions at the Court Meeting and the General Meeting in respect of such 93,926,577 Lochard Shares, representing approximately 31.4 per cent. of the issued ordinary share capital of Lochard. Details of these undertakings are set out below.

Parkmead has also received irrevocable undertakings to vote in favour of the Scheme and the resolutions at the Court Meeting and the General Meeting from certain other Lochard Shareholders in respect of a further 22,111,287 Lochard Shares, representing approximately 7.4 per cent. of the issued ordinary share capital of Lochard.

Parkmead has therefore received irrevocable undertakings in respect of 116,037,864 Lochard Shares representing, in aggregate, approximately 38.8 per cent. of the issued ordinary share capital of Lochard. Details of these undertakings are set out below.

All the irrevocable undertakings remain binding in all circumstances unless:

(i) the Scheme Document is not posted within 28 days from the date of this Announcement;

(ii) the Scheme does not become effective (or, in the event that Parkmead elects to implement the Acquisition by way of a takeover offer (within the meaning of section 974 of the Companies Act) does not become wholly unconditional) on or before the date being six months following the date of the Announcement;

(iii) the Scheme is withdrawn or otherwise lapses; or

(iv) a person other than Parkmead or any person acting in concert with Parkmead announces prior to the Court Meeting and the General Meeting a firm intention (in accordance with Rule 2.7 of the Code) to make an offer (within the meaning of the City Code), which is not the subject of pre-conditions, to acquire all the equity share capital of Lochard, other than that already owned by the person making such offer, on terms which represent (in the reasonable opinion of Parkmead) an improvement of 15% or more on the value of the consideration offered under the Acquisition.

Details of irrevocable undertakings and letter of intent

The following Lochard Shareholders have given irrevocable undertakings on the terms summarised above:

	Lochard Shares subject to irrevocable undertakings
Name	Number of Lochard Shares	% of Lochard issued share capital
The Strathclyde Pension Fund*	18,629,715	6.23%
Henderson UK and Irish Smaller Companies Fund*	13,983,568	4.68%
The Alphagen Volantis Fund Limited*	34,749,632	11.63%
Henderson UK Small Cap Best Ideas Fund*	12,146,111	4.06%
Citigroup Pension Plan Investment Committee*	7,142,857	2.39%
The Henderson Value Trust plc*	7,274,694	2.43%
Seren Capital Management Ltd	14,002,858	4.69%
Lion Nominees Limited A/C RB	4,326,859	1.45%
Michael Rose	2,781,570	0.93%
Tracey Rose	1,000,000	0.33%
Total	116,037,864	38.83%
*Funds managed by Henderson Global Investors Limited and/or Henderson Alternative Investment Advisor Limited
	Lochard Shares subject to letter of intent
Name	Number of Lochard Shares	% of Lochard issued share capital
Palm Global LLP	3,900,000	1.30%

Total Lochard Shares subject to irrevocable undertakings and letter of intent	119,937,864	40.13%

APPENDIX IV
DEFINITIONS

The following definitions apply throughout this Announcement unless the context requires otherwise.

"2C"	contingent resources
"2P"	proven and probable reserves
"2D/3D"	2 dimensional and 3 dimensional
"Acquisition"	the proposed acquisition of the entire issued and to be issued share capital of Lochard by Parkmead to be implemented by means of the Scheme (or, if Parkmead so elects, a Takeover Offer) on the terms and subject to the Conditions set out in this Announcement and to be set out in the Scheme Document (or the Offer Document (as the case may be)) and, where the context admits, any subsequent revision, variation, extension or renewal thereof
"AIM"	AIM, a market of the London Stock Exchange
"AIM Rules"	the AIM Rules for Companies
"Annual Report"	the director's report and financial statements for Lochard for the year ended 30 June 2012
"Announcement"	this announcement relating to the recommended all-share offer for Lochard Energy Group PLC by The Parkmead Group plc released on 23 May 2013
"ASX"	the Australian Securities Exchange
"Athena"	the Athena Field located in Block 14/18b
"boepd"	barrels of oil equivalents per day
"Business Day"	any day which is not a Saturday, Sunday or a bank or public holiday in England and Wales
"Capital Reduction"	the proposed reduction of the ordinary share capital of Lochard provided by the Scheme under section 641 of the Companies Act
"Charles Stanley Securities"	Charles Stanley Securities, a division of Charles Stanley & Co. Ltd
"CHESS"	The Clearing House Electronic subregister System of the ASX
"CIBC"	CIBC World Markets plc
"City Code" or "Code"	the City Code on Takeovers and Mergers, as amended from time to time
"Closing Price"	the closing middle market quotation of a Lochard or a Parkmead Share as derived from the AIM Appendix to the Daily Official List
"Companies Act"	the Companies Act 2006 (as amended, modified, consolidated, re-enacted or replaced from time to time)
"Competing Offer"	an offer (as defined in the Code) (whether or not on a pre-conditional basis and howsoever implemented, including by takeover offer or scheme of arrangement) for the entire issued and to be issued share capital of Lochard which is or has been announced, made or entered into by a person (other than Parkmead) who is not acting in concert (as defined in the Code) with Parkmead
"Conditions"	the conditions of the Acquisition set out in Appendix I to this Announcement and to be set out in the Scheme Document and a "Condition" shall mean any one of them
"Court"	the High Court of Justice in England and Wales
"Court Hearing"	the hearing by the Court of the Claim form to sanction the Scheme and to confirm the Capital Reduction
"Court Meeting"	the meeting (or any adjournment thereof) of the Scheme Shareholders to be convened by order of the Court pursuant to Part 26 of the Companies Act to consider and, if thought fit, approve the Scheme (with or without modification)
"Court Order"	the order of the Court sanctioning the Scheme under section 899 of the Companies Act and confirming the Capital Reduction under section 648 of the Companies Act
"CREST"	the relevant system (as defined in the CREST Regulations) in respect of which Euroclear UK & Ireland Limited is the operator (as defined in the CREST Regulations)
"CREST Regulations"	the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended from time to time
"Daily Official List"	the Daily Official List published by the London Stock Exchange
"Dealing Disclosure"	has the same meaning as in Rule 8 of the Code
"DECC"	the Department for Energy and Climate Change
"Disclosed"	(i) publicly announced via a Regulatory Information Service by or on behalf of Lochard prior to 23 May 2013, (ii) disclosed in the annual report and accounts of Lochard for the financial year ended 30 June 2012 or (iii) disclosed in the interim report of Lochard for the six months ended 31 December 2012
"Effective Date"	the date on which the Scheme becomes effective
"E&P"	exploration & production
"Excluded Shares"	any Lochard Shares of which any member of the Parkmead Group is the holder or in which any member of the Parkmead Group is beneficially interested
"Financial Conduct Authority" or "FCA"	the United Kingdom Financial Conduct Authority and any successor or replacement regulatory body or bodies
"finnCap"	finnCap Limited
"Forms of Proxy"	the forms of proxy to be enclosed with the Scheme Document for use at the Court Meeting and General Meeting
"FSMA"	the Financial Services and Markets Act 2000 and any subordinate legislation made under it, or any applicable successor or replacement regulatory regime in the UK
"General Meeting"	the general meeting (or any adjournment thereof) of the Lochard Shareholders to be convened in connection with the Scheme, expected to be held as soon as the preceding Court Meeting shall have been concluded or adjourned
"Interim Report"	the half-yearly financial report of Lochard for the six months ended 31 December 2012
"Lochard" or the "Company"	Lochard Energy Group PLC
"Lochard Australian CDI Holders"	holders of Australian CHESS depositary interests representing Lochard Shares
"Lochard Directors"	the directors of Lochard as at the date of this Announcement
"Lochard Share Scheme"	Lochard's employee share option scheme known as the Rheochem plc Unapproved Share Option Plan
"Lochard Group"	Lochard, its subsidiaries and subsidiary undertakings
"Lochard Shareholders" or "Shareholders"	the holders of Lochard Shares from time to time
"Lochard Shares"	Ordinary shares in the capital of Lochard, with a nominal value of £0.05 each
"London Stock Exchange"	London Stock Exchange plc
"Long Stop Date"	31 October 2013
"mmboe"	millions of barrels of oil equivalent
"mmbbls"	millions of barrels
"Moby"	the Moby discovery located in Block 16/8c
"Offer Document"	in the event Parkmead elects to implement the Acquisition by means of a Takeover Offer, the document containing the Takeover Offer to be sent to Lochard Shareholders
"Offer Period"	the offer period (as defined in the City Code) relating to Lochard which commenced on 3 September 2012
"Opening Position Disclosure"	has the same meaning as in Rule 8 of the Code
"Panel"	the Panel on Takeovers and Mergers
"Parkmead"	The Parkmead Group plc
"Parkmead Consideration Shares"	new Parkmead Shares to be allotted and issued to Lochard Shareholders pursuant to the terms and conditions of the Scheme should the Scheme become effective
"Parkmead Directors"	the directors of Parkmead as at the date of this Announcement
"Parkmead Group"	means Parkmead, its subsidiaries and subsidiary undertakings
"Parkmead Shares"	Ordinary shares in the capital of Parkmead, with a nominal value of £0.001 each
"Registrar of Companies"	the Registrar of Companies in England and Wales
"Restricted Jurisdiction"	any such jurisdiction where local laws or regulations may result in significant risk of civil, regulatory or criminal exposure if information concerning the Acquisition is sent or made available to Lochard Shareholders in that jurisdiction (in accordance with Rule 23.2 of the City Code)
"Scheme Document"	the document to be sent to Lochard Shareholders which will, among other things, contain the terms and conditions of the Scheme and notices convening the Court Meeting and the General Meeting
"Scheme Record Time"	anticipated to be 6.00pm on the Business Day before the Court Hearing
"Scheme Shareholders"	the holders of Scheme Shares
"Scheme Shares"	the Lochard Shares: (a) in issue at the date of the Scheme Document; (b) (if any) issued after the date of the Scheme Document and prior to the Voting Record Time; or (c) (if any) issued at or after the Voting Record Time and at or prior to the Scheme Record Time either on terms that the original or any subsequent holders thereof shall be bound by the Scheme and/or in respect of which the original or any subsequent holders thereof are, or shall have agreed in writing to be, bound by the Scheme, in each case, excluding any Excluded Shares
"Scheme" or "Scheme of Arrangement"	the proposed scheme of arrangement made under Part 26 of the Companies Act between Lochard and the Scheme Shareholders (with or subject to any modification, addition or condition approved or imposed by the Court and agreed to by Parkmead and Lochard) particulars of which will be set out in the Scheme Document
"Takeover Offer"	the implementation of the Acquisition by means of a takeover offer under the City Code
"Thunderball"	the Thunderball discovery located in Block 14/26b and extending into Block 14/27b
"UK authorised person"	a person falling within section 31(1)(a) of FSMA
"United Kingdom" or "UK"	the United Kingdom of Great Britain and Northern Ireland
"UKCS"	UK continental shelf
"US" or "United States"	the United States of America, its territories and possessions, any State of the United States of America and the District of Columbia
"Voting Record Time"	the time and date specified in the Scheme Document by reference to which entitlement to vote on the Scheme will be determined
"Wider Parkmead Group"	Parkmead, its subsidiaries, subsidiary undertakings and associated undertakings and any other body corporate, partnership, joint venture or person in which Parkmead and such undertakings (aggregating their interests) have a direct or indirect interest of 20 per cent. or more of the voting or equity capital or the equivalent
"Wider Lochard Group"	Lochard, its subsidiaries, subsidiary undertakings and associated undertakings and any other body corporate, partnership, joint venture or person in which Lochard and such undertakings (aggregating their interests) have a direct or indirect interest of 20 per cent. or more of the voting or equity capital or the equivalent

For the purposes of this Announcement, "subsidiary", "subsidiary undertaking", "undertaking" and "associated undertaking" have the respective meanings given thereto by the Companies Act.

All references to "pounds", "pounds Sterling", "Sterling", "£", "pence", "penny" and "p" are to the lawful currency of the United Kingdom.

All the times referred to in this Announcement are London times unless otherwise stated.

References to the singular include the plural and vice versa.

This information is provided by RNS

The company news service from the London Stock Exchange

END

OFFLFFVVEAIFFIV

RNS metadata

Title: Offer for Lochard Energy Group plc
Time: 08:00:35
Date: 23 May 2013
Category: Corporate updates
ID: 3851F