Return of Cash - Purchase of B Shares

RNS Number : 4191X

Cairn Energy PLC

14 February 2012

 



FOR IMMEDIATE RELEASE                                                                                           14 February 2012

CAIRN ENERGY PLC ("Cairn" or the "Company")

Return of Cash - Purchase of B Shares

The terms of the Return of Cash approved by Shareholders at the General Meeting of the Company which was held on 30 January 2012 enabled Shareholders to sell some or all of their B Shares at £1.60 per B Share, free of all dealing expenses and commissions, pursuant to the Initial Purchase Offer made by Morgan Stanley as principal (and not as agent, nominee or trustee). Valid elections to accept the Initial Purchase Offer were received in respect of 489,159,066 B Shares, representing approximately 34.7 per cent. of the B Shares in issue.

Following completion of the purchase of those 489,159,066 B Shares by Morgan Stanley pursuant to the Initial Purchase Offer, such B Shares were purchased by the Company from Morgan Stanley for an amount equal to £1.60 per B Share plus the total stamp duty and/or stamp duty reserve tax payable by Morgan Stanley in respect of its purchase of such B Shares, being an aggregate amount of £786,567,778.13. The purchase by the Company was made pursuant to the Put Option Agreement described in the circular dated 10 January 2012 and sent by the Company to its Shareholders (the "Circular"). The B Shares purchased by the Company will be cancelled.

Further details of the Return of Cash are contained in the Circular. Terms defined in the Circular have the same meaning when used in this announcement.

Cautionary Statements

This announcement has been issued by, and is the sole responsibility of, Cairn.

This announcement does not constitute or form part of an offer or invitation, or a solicitation of any offer or invitation, to purchase any Cairn shares or other securities.

None of the Existing Ordinary Shares, New Ordinary Shares or the B Shares have been or will be registered under the US Securities Act of 1933, as amended (the "US Securities Act") or the securities laws or regulations of any state of the United States, and none of them may be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and any applicable state securities laws.

None of the Existing Ordinary Shares, New Ordinary Shares or the B Shares nor the Circular have been approved, disapproved or otherwise recommended by the SEC or any US state securities commission or any non-US securities commission or regulatory authority nor have such authorities confirmed the accuracy or determined the adequacy of the Circular. Any representation to the contrary is a criminal offence in the United States.

Morgan Stanley is acting as broker to Cairn and is acting for no one else in connection with the Initial Purchase Offer, any Future Purchase Offer and any purchase of Deferred Shares and will not be responsible to anyone other than Cairn for providing the protections afforded to customers of Morgan Stanley nor for providing advice in connection with the Initial Purchase Offer, any Future Purchase Offer and/or any purchase of Deferred Shares.

Apart from the any responsibilities and liabilities, if any, which may be imposed upon it by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, Morgan Stanley does not accept any responsibility whatsoever nor makes any representation or warranty, express or implied, concerning the contents of this announcement, including its accuracy, completeness or verification, or concerning any other statement made or purported to be made by them, or on their behalf, in connection with Cairn, the B Shares, the Return of Cash, the Initial Purchase Offer, any Future Purchase Offer and any purchase of Deferred Shares and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Morgan Stanley accordingly disclaims to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to herein) which it might otherwise have in respect of this announcement or any such statement.

 

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