RESULTS OF COURT MEETING AND GENERAL MEETING

RNS Number : 8995Q

Wentworth Resources PLC

23 February 2023

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO 596/2014 (AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018). UPON PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION WILL BE CONSIDERED TO BE IN THE PUBLIC DOMAIN.

23 February 2023

RECOMMENDED CASH OFFER

for

WENTWORTH RESOURCES PLC ("WENTWORTH" or the "COMPANY")

by

ETABLISSEMENTS MAUREL & PROM S.A. ("M&P")

RESULTS OF COURT MEETING AND GENERAL MEETING

On 5 December 2022, the boards of Wentworth and M&P announced that they had reached agreement on the terms of a recommended all cash offer by M&P for the entire issued, and to be issued, share capital of Wentworth (the "Acquisition"). The Acquisition is to be implemented by means of a scheme of arrangement pursuant to Article 125 of the Jersey Companies Law. The circular in relation to the Scheme was published or made available to Wentworth Shareholders on 25 January 2023 (the "Scheme Document").

Capitalised terms used but not defined in this announcement have the meanings given to them in the Scheme Document.

Results of Scheme Meetings and Annual General Meeting

Wentworth is pleased to announce that, at the Court Meeting and the General Meeting, each of which was held earlier today:

· the requisite majority of Scheme Shareholders voted to approve the Scheme at the Court Meeting; and

· the requisite majority of Wentworth Shareholders voted to pass the Resolution in connection with the amendment of the Wentworth Articles and the implementation of the Scheme at the General Meeting.

Details of the resolutions passed are set out in the Notices of Court Meeting and Notice of General Meeting contained in the Scheme Document.

Results of the Court Meeting

The table below sets out the results of the poll at Court Meeting. In summary:

· a majority of Scheme Shareholders present and voting (in person or by proxy, attorney or corporate representative) voted in favour of the Scheme at the Court Meeting; and

· 75.26 per cent. of the votes cast by Scheme Shareholders were in favour of the Scheme.

	Number of Scheme Shareholders who voted	Percentage of Scheme Shareholders who voted	Number of Scheme Shares voted	Percentage of Scheme Shares voted	Number of Scheme Shares voted as a percentage of the issued share capital entitled to vote on the Scheme
FOR	42	62.69%	78,157,916	75.26%	43.79%
AGAINST	25	37.31%	25,687,527	24.74%	14.39%
TOTAL	67	100%	103,845,443	100%	58.19%

Results of the General Meeting

The results of the resolution to approve the Scheme at the General Meeting are shown below.

	Number of Wentworth Shares voted	Percentage of Wentworth Shares voted	Number of Wentworth Shares voted as a percentage of the issued share capital entitled to vote at the GM
FOR	78,408,598	74.46%	43.93%
AGAINST	26,889,908	25.54%	15.07%
TOTAL	105,298,506	100%	59.00%
WITHHELD	589,618	-	-

The total number of Wentworth Shares in issue at the Voting Record Time was 180,182,567. As at the Voting Record Time, Wentworth held 1,708,191 ordinary shares in treasury. Consequently, the total number of voting rights in Wentworth as at the Voting Record Time were 178,474,376.

Next steps and timetable

The outcome of today's Meetings means that Conditions 2(a) and 2(b) (as set out in Part III of the Scheme Document) have been satisfied.

The Acquisition remains subject to the satisfaction or (where capable of being waived) waiver of the other Conditions to the Acquisition as set out in Part III (Conditions to and certain further terms of the Acquisition and the Scheme) of the Scheme Document, including the sanction of the Scheme by the Court at the Scheme Court Hearing and the delivery of a copy of the Court Order to the Registrar of Companies.

A hearing of the application by the Company for the sanction of the Scheme is currently planned to be held in the Royal Court of Jersey as soon as reasonably practicable after M&P confirms the satisfaction or waiver of the conditions relating to the Scheme.

The indicative timetable of the key milestones outstanding under the Scheme remains as set out on pages 12 to 13 of the Scheme Document and is also set out below.

Event	Expected time/date
Scheme Court Hearing	A date ("D") expected to be within 21 days following the satisfaction or (if applicable) waiver of Conditions set out in Part A of Part III (Conditions to and Certain Further Terms of the Acquisition and the Scheme) of the Scheme Document(1)
Last day of dealings in, and for registration of transfers of, and disablement in CREST of, Wentworth Shares	D + 1 Business Day(1) (2)
Suspension of listing of, and dealings in, Wentworth Shares	6.00 p.m. on D + 1 Business Day(1)
Scheme Record Time	6.00 p.m. on D + 1 Business Day(1)
Effective Date of the Scheme (3)	D + 2 Business Days (1)
Cancellation of admission to trading of Wentworth Shares on AIM	by 8.00 a.m. on D + 3 Business Days(1)
Latest date for electronic payment/ dispatch of cheques/settlement through CREST in respect of the consideration for the Acquisition	Within 14 days of the Effective Date
Long Stop Date	11.59 p.m. on 31 December 2023(4)

Notes:

(1)  These times and dates will depend on, among other things, the date(s) upon which (i) the Conditions are satisfied or (where applicable) waived, (ii) the Court sanctions the Scheme, and (iii) the Court Order sanctioning the Scheme is delivered to the Registrar of Companies in Jersey. If the expected date of the Scheme Court Hearing is changed, Wentworth will give adequate notice of the changes by issuing an announcement through a Regulatory Information Service.

(2)  Wentworth Shares will be disabled in CREST from 6.00 p.m. on this date.

(3)  The Scheme will become Effective pursuant to its terms upon the Court Order being delivered to the Registrar of Companies.

(4)  The latest date by which the Scheme must be implemented may be extended by agreement in writing between Wentworth and M&P (with the Panel's consent and as the Court may approve, if such consent and/or approval is/are required).

Ends

Enquiries:  Wentworth Resources Katherine Roe, Chief Executive Officer   [e-mail] [phone]     Stifel Nicolaus Europe Limited   Financial Adviser, Nominated Adviser and Joint Broker  Callum Stewart Jason Grossman Simon Mensley   [phone]   Peel Hunt LLP   Joint Broker  Richard Crichton Georgia Langoulant   [phone]   FTI Consulting   Communications Advisor  Sara Powell Ben Brewerton    [phone]

Further information

This Announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer of invitation to purchase or otherwise acquire, subscribe for, sell, or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of Wentworth in any jurisdiction in contravention of applicable laws.

The Acquisition will be implemented solely pursuant to the terms of the Scheme Document (or, in the event that the Acquisition is to be implemented by means of a Takeover Offer, the Offer 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 respect of the Acquisition. Any decision by Wentworth Shareholders in respect of, or other response to, the Acquisition (including any vote in respect of the Resolutions to approve the Acquisition, the Scheme or related matters), should be made only on the basis of the information contained in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document).

Please be aware that addresses, electronic addresses and certain other information provided by Wentworth Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from Wentworth may be provided to M&P during the offer period as required under Section 4 of Appendix 4 of the Code.

Important Notices relating to the Financial Advisers

Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated by the FCA in the UK, is acting as financial adviser, nominated adviser and corporate broker exclusively for Wentworth and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Wentworth for providing the protections afforded to its clients or for providing advice in relation to matters referred to in this announcement. Neither Stifel, nor any of its 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 Stifel in connection with this announcement, any statement contained herein or otherwise.

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated by the FCA in the UK, is acting as corporate broker exclusively for Wentworth and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Wentworth for providing the protections afforded to its clients or for providing advice in relation to matters referred to in this announcement. Neither Peel Hunt, nor any of its 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 Peel Hunt in connection with this announcement, any statement contained herein or otherwise.

Overseas jurisdictions

The release, publication or distribution of this Announcement in or into, and the availability of the Acquisition to persons who are residents, citizens of nationals of, jurisdictions other than the United Kingdom or Jersey may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or Jersey should inform themselves about, and observe any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the United Kingdom or Jersey to accept or procure the acceptance of the Acquisition (when made) may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This Announcement has been prepared for the purpose of complying with English and Jersey law, the Code, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules 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 or Jersey.

The receipt of cash pursuant to the Acquisition by Wentworth Shareholders may be a taxable transaction under applicable national, state and local, as well as foreign and other tax laws. Each Wentworth Shareholder is urged to consult their independent professional adviser regarding the tax consequences of the Acquisition applicable to them.

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

The Acquisition will be subject to the applicable requirements of the Code, the Panel, the Jersey Companies Law, the London Stock Exchange and the FCA.

Notes to US investors in Wentworth

Shareholders in the United States should note that the Acquisition relates to the shares of a Jersey company and is proposed to be made by means of a scheme of arrangement provided for under, and governed by, Jersey law.  Neither the proxy solicitation nor the tender offer rules under the US Securities Exchange Act of 1934, as amended, will apply to the Scheme.  Moreover the Scheme will be subject to the disclosure requirements and practices applicable in the UK and Jersey to schemes of arrangement, which differ from the disclosure requirements of the US proxy solicitation rules and tender offer rules.  Financial information included in this Announcement and the Scheme Document has been or will be prepared in accordance with accounting standards applicable in the UK and Jersey and 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. If M&P exercises its right to implement the Acquisition by way of a Takeover Offer and determines to extend the offer into the United States, such offer will be made in compliance with applicable United States securities laws and regulations.

Wentworth and M&P are organised under the laws of Jersey and France respectively.  Some or all of the officers and directors of Wentworth and M&P are residents of countries other than the United States.  It may not be possible to sue Wentworth and M&P in a non-US court for violations of US securities laws.  It may be difficult to compel Wentworth, M&P and their respective affiliates to subject themselves to the jurisdiction and judgment of a US court.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, M&P or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase Wentworth Shares outside of the United States, other than pursuant to the Acquisition, until the date on which the Acquisition becomes Effective, lapses or is otherwise withdrawn.  These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices.  Any information about such purchases will be disclosed as required in the UK, will be reported to the Regulatory Information Service of the London Stock Exchange and will be available on the London Stock Exchange website at http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html.

This Announcement does not constitute or form a part of any offer to sell or issue, or any solicitation of any offer to purchase, subscribe for or otherwise acquire, any securities in the United States.

Neither the US Securities and Exchange Commission nor any securities commission of any state or other jurisdiction of the United States has approved the Acquisition, passed upon the fairness of the Acquisition, or passed upon the adequacy or accuracy of this Announcement. Any representation to the contrary is a criminal offence in the United States.

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(s), 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 [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Forward  -  looking statements

This Announcement contains certain forward-looking statements, including statements regarding M&P's and Wentworth's plans, objectives and expected performance.  Such statements relate to events and depend on circumstances that will occur in the future and are subject to risks, uncertainties and assumptions.  There are a number of factors which could cause actual results and developments to differ materially from those expressed or implied by such forward looking statements, including, among others the enactment of legislation or regulation that may impose costs or restrict activities; the re-negotiation of contracts or licences; fluctuations in demand and pricing in the oil and gas industry; fluctuations in exchange controls; changes in government policy and taxations; industrial disputes; war and terrorism. These forward-looking statements speak only as at the date of this Announcement.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of figures that precede them.

 

END

 

 

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