Level of Acceptances
Cairn Energy PLC
10 October 2007
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR
FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN
10 October 2007
Recommended offer for medOil plc declared unconditional in all respects
On 7 September 2007, Capricorn Petroleum Limited (a subsidiary of Cairn Energy
PLC) ('Capricorn') announced the terms of a recommended cash offer to be made by
Jefferies on behalf of Capricorn for the entire issued and to be issued share
capital of medOil plc ('medOil') at a price of 23 pence per medOil Share. The
Offer Document containing details of the Offer was posted to medOil Shareholders
on 18 September 2007.
The Board of Capricorn is pleased to announce that all conditions of the Offer
have now been satisfied or waived and that the Offer is declared unconditional
in all respects. Total valid acceptances, together with medOil Shares otherwise
acquired by Capricorn, represent in aggregate, approximately 93.0 per cent. of
the existing share capital of medOil. The Offer remains open for acceptance
until further notice.
Level of Acceptances
The Board of Capricorn announces that, as at 1.00 p.m. on 9 October 2007 (being
the first closing date of the Offer), valid acceptances of the Offer had been
received in respect of a total of 42,342,000 medOil Shares, which, together with
a further 250,000 medOil Shares acquired by Capricorn since 18 September 2007,
represent approximately 91.8 per cent. of the medOil Shares to which the Offer
relates.
The total of acceptances includes valid acceptances of the Offer received in
respect of, in aggregate, 25,587,778 medOil Shares, representing approximately
47.2 per cent. of the existing issued share capital of medOil, and being all of
the medOil Shares in respect of which irrevocable undertakings and letters of
intent to accept the Offer had been received as at 7 September 2007.
Share purchases and irrevocable undertakings to accept the Offer
As at 17 September 2007 (being the latest practicable date prior to the posting
of the Offer Document), Capricorn had acquired 7,869,000 medOil Shares,
representing approximately 14.5 per cent of the existing issued share capital of
medOil (taking into account an additional 200,000 shares issued since 17
September 2007). Capricorn subsequently acquired 250,000 medOil Shares,
representing approximately 0.5 per cent. of the issued share capital of medOil.
Accordingly, Capricorn has acquired, in aggregate, 8,119,000 medOil Shares,
representing approximately 15.0 per cent. of the existing issued share capital
of medOil.
As at 17 September 2007 (being the latest practicable date prior to the posting
of the Offer Document), Capricorn had received irrevocable undertakings from the
medOil Directors that own medOil Shares and certain other medOil Shareholders to
accept the Offer in respect of, in aggregate, 19,180,000 medOil Shares,
representing approximately 35.4 per cent. of the existing issued share capital
of medOil.
In addition, as at 17 September 2007 (being the latest practicable date prior to
the posting of the Offer Document), Capricorn had also received non-binding
letters of intent from medOil Shareholders to accept the Offer in respect of, in
aggregate, 6,407,778 medOil Shares, representing approximately 11.8 per cent. of
the existing issued share capital of medOil.
Save as disclosed herein, no medOil Shares have been acquired or agreed to be
acquired by or on behalf of Capricorn or any person acting in concert with
Capricorn during the Offer Period and neither Capricorn nor any person acting in
concert with Capricorn has the benefit of any irrevocable commitment or letter
of intent in respect of any medOil Shares or has any interest in any medOil
Shares, or any short position (whether conditional or absolute and whether in
the money or otherwise and including any short position under a derivative), any
agreement to sell, any delivery obligation, any right to require another person
to purchase or take delivery in respect of any medOil Shares, any right to
subscribe for any medOil Shares or any stock borrowing or lending arrangement in
respect of any medOil Shares.
Settlement of consideration
Settlement of cash consideration due under the Offer will be dispatched (or, in
the case of medOil Shareholders holding medOil shares in uncertificated form,
will be credited through CREST), within 14 days in respect of medOil Shares for
which acceptances of the Offer, valid in all respects, have already been
received.
De-listing and compulsory acquisition of medOil Shares
As Capricorn has received acceptances under the Offer in respect of 90 per cent.
or more both of the nominal value of the medOil Shares to which the Offer
relates and of the voting rights carried by such medOil Shares, Capricorn will
as soon as practicable give notice to those medOil Shareholders who have not
accepted the Offer informing them that it will compulsorily acquire their medOil
Shares pursuant to its rights under the provisions of Sections 979 to 982
(inclusive) of the Companies Act 2006.
Further to the Offer being declared unconditional in all respects, Capricorn
will now procure that medOil applies, as soon as practicable, to the London
Stock Exchange for the cancellation of the admission to trading of medOil shares
on AIM. Delisting will significantly reduce the liquidity and marketability of
any medOil Shares not acquired under the Offer at that time.
Following the cancellation of the admission to trading of medOil's Shares on
AIM, medOil may be re-registered as a private company in due course.
Further acceptances
medOil Shareholders who wish to accept the Offer, but have not yet done so, are
strongly encouraged to complete and return a Form of Acceptance in accordance
with the instructions set out in the Offer Document. If medOil Shares are held
in CREST, acceptance should be made electronically so that the TTE instruction
settles as soon as possible.
Terms defined in the Offer Document dated 18 September 2007 have the same
meaning in this announcement.
ENQUIRIES
For further information contact:
Cairn Energy
Mike Watts 0131 475 3000
Jann Brown
Simon Thomson
Jefferies
Richard Kent 020 7618 3713
This announcement is not intended to and does not constitute, or form any part
of, any offer to sell or any solicitation of any offer to purchase or subscribe
for any securities or the solicitation of any vote or approval in any
jurisdiction. Any acceptance or other response to the Offer should be made only
on the basis of the information contained or referred to in the Offer Document
and (in the case of medOil Shares held in certificated form) the Form of
Acceptance.
The availability of the Offer to persons who are not resident in the United
Kingdom may be affected by the laws of their relevant jurisdiction. Such
persons should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction. Further details in relation to
overseas shareholders will be contained in the Offer Document.
Unless otherwise determined by Capricorn, and subject to any dispensation
required from the Panel, the Offer is not being made, directly or indirectly, in
or into or by the use of the mails of, or by any means or instrumentality
(including, without limitation, telephonically or electronically) of interstate
or foreign commerce of, or through any facilities of a national securities
exchange of, the United States, Canada, Australia or Japan or any other
jurisdiction if to do so would constitute a violation of the relevant laws of
such jurisdiction. Accordingly, copies of this announcement are not being, and
must not be mailed or otherwise forwarded, distributed or sent in, into or from
the United States, Canada, Australia or Japan and all persons receiving this
announcement (including nominees, trustees and custodians) must not mail or
otherwise forward, distribute or send it in, into or from the United States,
Canada, Australia or Japan. Doing so may render invalid any purported acceptance
of the Offer. Notwithstanding the foregoing, Capricorn retains the right to
permit the Offer to be accepted and any sale of securities pursuant to the Offer
to be completed if, in its sole discretion, it is satisfied that the transaction
in question can be undertaken in compliance with applicable law and regulation.
Jefferies, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively as financial adviser to
Cairn Energy and Capricorn and no one else in connection with the Offer and will
not be responsible to anyone other than Cairn Energy and Capricorn for providing
the protections afforded to clients of Jefferies or for providing advice in
relation to the Offer.
This information is provided by RNS
The company news service from the London Stock Exchange