Return of Cash - Purchase of Deferred Shares

RNS Number : 5023X

Cairn Energy PLC

15 February 2012

 



FOR IMMEDIATE RELEASE

                                                                                                                                    15 February 2012

CAIRN ENERGY PLC (the "Company")

Return of Cash - Purchase of Deferred Shares

As announced on 14 February 2012, those 909,486,354 B Shares on which the Single B Share Dividend has become payable have been automatically reclassified into Deferred Shares with negligible rights, as set out in the Return of Cash circular published on 10 January 2012 (the "Circular"). Morgan Stanley has today purchased the Deferred Shares from Shareholders that elected (or were deemed to have elected) for the Single B Share Dividend, for an aggregate consideration of one penny.

Following completion of that purchase and pursuant to the terms of the Put Option Agreement as described in the Circular, the Company has today purchased such Deferred Shares from Morgan Stanley for an aggregate consideration of one penny. The Deferred 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 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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