NO INCREASE TO OFFER

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

21 June 2013

 

RECOMMENDED ALL-SHARE OFFER

for

Lochard Energy Group PLC ("Lochard Energy")

by

The Parkmead Group plc ("Parkmead")

 

(to be implemented by way of a Scheme of Arrangement

under Part 26 of the Companies Act 2006)

NO INCREASE TO OFFER

 

Prior to the announcement of the recommended offer on 23 May 2013 ("Offer Announcement"), Parkmead had conducted extensive due diligence on Lochard Energy and had formulated the terms of its offer based, inter alia, on the anticipated future performance and risks of the Athena field.

 

Having undertaken full technical, financial and legal due diligence of Lochard Energy and its assets, the board of Parkmead believes that its offer for Lochard Energy reflects fully the value of Lochard Energy. Therefore, Parkmead confirms that its offer of 0.385 Parkmead Shares for each Lochard Energy Share is final, and that this offer will not be increased.

 

The Parkmead offer has been recommended by the Lochard Energy Directors who believe that the terms of the Acquisition are in the best interests of Lochard Energy and the Lochard Energy Shareholders, as a whole.

 

Parkmead has also received irrevocable undertakings or letters of intent to vote in favour of the Scheme and the resolutions at the Court Meeting and the General Meeting, both being held on 11 July 2013, from certain Lochard Energy Shareholders in respect of 123,719,434 Lochard Energy Shares representing, in aggregate, approximately 41.4 per cent. of the issued ordinary share capital of Lochard Energy.  A summary of the irrevocable undertakings and the letter of intent given by Lochard Energy Shareholders is contained in Appendix I to this announcement. Parkmead reserves its right under Rule 32.2 of the City Code on Takeovers and Mergers (the 'Takeover Code') to increase the offer in the event that a third party announces a firm intention to make an offer for Lochard Energy.  

 

The scheme circular to Lochard Energy Shareholders containing the terms and conditions of the offer from Parkmead was posted to Lochard Energy Shareholders and, for information purposes only, to Lochard Energy share incentive scheme participants on 17 June 2013. The latest times for receipt of forms of proxy for the Court Meeting and the General Meeting are 10.00 am and 10.15 am respectively on 9 July 2013.

 

Defined terms used in this announcement have the same meaning as set out in Appendix IV to the Offer 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
Media Enquiries:
College Hill Associates (PR Adviser to Parkmead)
Alexandra Roper	+44 (0) 20 7457 2020

 

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.

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.

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.

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.

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.

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.com no later than 12 noon (London time) on the Business Day following the date of this announcement.

APPENDIX I
IRREVOCABLE UNDERTAKINGS AND THE LETTER OF INTENT

Lochard Energy Shareholders

Whilst none of the Lochard Energy Directors are directly interested in any Lochard Energy Shares, Jamie Brooke, a non-executive Director of Lochard Energy 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 Energy Shares, representing approximately 31.4 per cent. of the issued ordinary share capital of Lochard Energy. 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 Energy Shares, representing approximately 31.4 per cent. of the issued ordinary share capital of Lochard Energy. 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 Energy Shareholders in respect of a further 25,892,857 Lochard Energy Shares, representing approximately 8.7 per cent. of the issued ordinary share capital of Lochard Energy.

Parkmead has therefore received irrevocable undertakings in respect of 119,819,434 Lochard Energy Shares representing, in aggregate, approximately 40.1 per cent. of the issued ordinary share capital of Lochard Energy. 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 the Offer 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 Offer 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 Energy, 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.  

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

 

Details of irrevocable undertakings and letter of intent

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

	Lochard Energy Shares subject to irrevocable undertakings
Name	Number of Lochard Energy Shares	% of Lochard Energy 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%
Robert Frost	3,781,570	1.27%
Total	119,819,434	40.09%
*Funds managed by Henderson Global Investors Limited and/or Henderson Alternative Investment Advisor Limited
	Lochard Energy Shares subject to letter of intent
Name	Number of Lochard Energy Shares	% of Lochard Energy issued share capital
Palm Global LLP	3,900,000	1.30%
Total Lochard Energy Shares subject to irrevocable undertakings and letter of intent	123,719,434	41.40%