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
This is an announcement falling under Rule 2.4 of the City Code on Takeovers and Mergers (the "Code") and does not constitute an announcement of a firm intention to make an offer under Rule 2.7 of the Code. There can be no certainty that an offer will be made nor as to the terms on which any offer might be made.
FOR IMMEDIATE RELEASE
24 March 2016
Ascent Resources plc
("Ascent" or the "Company")
Response to share price movement
The Board of Ascent notes the recent rise in the Company's share price and announces that it has received a preliminary approach from Cadogan Petroleum plc ("Cadogan") that may or may not lead to an offer being made for the entire issued and to be issued share capital of the Company ("Possible Offer"). The discussions are at an early stage and there can be no certainty that an offer will be made, nor as to the terms on which any offer might be made.
In accordance with Rule 2.6(a) of the Code, Cadogan is required, by no later than 5:00 p.m. on 21 April 2016 ("relevant deadline"), either to announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Code or to announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Panel on Takeovers and Mergers (the "Panel") in accordance with Rule 2.6(c) of the Code. If Cadogan announces that it does not intend to make an offer for the Company, Cadogan and any person(s) acting in concert with it will, except with the consent of the Panel, be bound by the restrictions contained in Rule 2.8 of the Code for six months from the date of such announcement.
Further announcements will be made as appropriate.
A summary is set out below of the dealing disclosure requirements under the Code, which require action by holders (whether directly or indirectly) of more than 1 per cent. of Ascent's issued share capital.
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available on the Company's website (www.ascentresources.co.uk). The content of the website referred to in this announcement is not incorporated into, and does not form part of, this announcement. A copy of this announcement will also be sent to Ascent shareholders.
- Ends -
For further information, please contact:
Ascent Resources plc |
020 7251 4905 |
Clive Carver (Non-Executive Chairman) Colin Hutchinson (Interim CEO and Finance Director) |
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Stockdale Securities Limited (Financial Adviser) |
020 7601 6100 |
Alastair Stratton / Edward Thomas |
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Stockdale Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Ascent and no-one else in relation to the Possible Offer and will not be responsible to anyone other than Ascent for providing the protections afforded to the clients of Stockdale Securities Limited or for providing advice in relation to the Possible Offer or in relation to the contents of this announcement or any transaction or arrangement referred to herein. Neither Stockdale Securities Limited, nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Stockdale Securities Limited in connection with the Possible Offer.
Rule 2.10
Pursuant to Rule 2.10 of the Code, the Company confirms that there are currently 157,306,900 ordinary shares of 0.2 pence each in issue in the Company, with International Securities Identification Number GB00BZ16J374.
Dealing Disclosure Requirements:
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 securities exchange 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 securities exchange 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 securities exchange 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 securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange 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 securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange 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 securities exchange 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 securities exchange 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.
