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Amerisur Resources (AMER)

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Monday 22 July, 2019

Amerisur Resources

Possible offer from Etablissements Maurel & Prom

RNS Number : 2462G
Amerisur Resources PLC
22 July 2019
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

This announcement contains inside information as defined in EU Regulation No. 596/2014 and is in accordance with the Company's obligations under Article 17 of that Regulation.

FOR IMMEDIATE RELEASE

22 July 2019

 

Amerisur Resources Plc ("Amerisur" or the "Company")

 

Possible offer from Etablissements Maurel & Prom S.A. ("Maurel & Prom")

 

The Board of Amerisur Resources Plc ("Amerisur" or the "Company") has noted the announcement this morning by Maurel & Prom regarding a possible offer for the whole of the issued share capital of Amerisur at a price of 12.5 pence per share in cash and 4.5 pence per share in Maurel & Prom shares (the "Possible Offer"). 

Following the approach from Maurel & Prom concerning its Possible Offer and the receipt of other interest in the Company, the Board concluded that the Maurel & Prom Possible Offer materially undervalued the Company and was not at a level, nor in a form, that merited further consideration.

On 19 July 2019, the Company announced that it has commenced a strategic review, including a Formal Sales Process as set out by The City Code on Takeovers and Mergers (the "Code"). Immediately following the announcement, through a conversation between our respective advisors, Maurel & Prom was invited to participate in this process and, as set out in their press release, has agreed to do so. The Board welcomes Maurel & Prom's participation in the competitive Formal Sales Process.

The Board can confirm that a number of conversations have taken place since the announcement of the competitive Formal Sales Process with counterparties who have expressed their interest in participating and it is confident that a competitive process involving several of these potential counterparties can be completed to the benefit of all shareholders.

The Board will therefore consider any future proposal put forward by Maurel & Prom in the context of the ongoing competitive Formal Sales Process. Shareholders are strongly advised to take no action in respect of the Possible Offer.

A spokesperson for Amerisur said:

"The purpose of the competitive Formal Sale Process we launched on Friday is to maximise value for shareholders. As well as the offer from Maurel & Prom, we have had a number of additional expressions of interest in the Company."

The Takeover Panel has granted a dispensation from the requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the Code such that any interested party participating in the formal sale process will not be required to be publicly identified (subject to note 3 to Rule 2.2 of the Code) and will not be subject to the 28 day deadline referred to in Rule 2.6(a) of the Code, for so long as it is participating in the formal sale process.

Any further updates regarding the competitive Formal Sales Process will be announced as appropriate.

This announcement has been made without the prior consent of Maurel & Prom. There can be no certainty that any firm offer for the Company will be made nor as to the terms on which any firm offer might be made.

ENDS

Enquiries:

 

Nathan Piper, Head of Business Development and Comms

Amerisur Resources

 

Tel: +44 (0)330 333 8273

Jeremy Low/Tom Hughes/Tom Rider/Neil Elliot

Tel: +44 (0)207 236 1010

BMO Capital Markets

 


Callum Stewart/Nicholas Rhodes/Ashton Clanfield

Stifel Nicolaus Europe Limited

Tel: +44 (0)207 710 7600



Chris Sim/Tejas Padalkar

Tel: +44 (0)207 597 4000

Investec




Paul Shackleton/Dan Gee-Summons

Arden Partners Plc

 

Tel: +44 (0)207 614 5900

 

Billy Clegg/Kimberley Taylor

Tel: +44 (0)203 757 4983

Camarco

 




 

About Amerisur Resources

Amerisur Resources is an experienced Colombian Operator with an extensive, strategic acreage position in the underexplored Putumayo Basin with Occidental Petroleum ("Oxy") and a prospective Block CPO-5 in the Llanos Basin with ONGC. Amerisur is the 100% owner and operator of the OBA pipeline, a key piece of strategic, cross-border export infrastructure delivering oil from the Putumayo in Colombia into Ecuador. Amerisur produces from three fields, Platanillo, Mariposa and Indico that together generate cash flow to fund its work programme.

About BMO Capital Markets

BMO Capital Markets Limited ("BMO Capital Markets"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Amerisur and no one else in connection with the above and will not be responsible to anyone other than Amerisur for providing the protections offered to clients of BMO Capital Markets Limited nor for providing advice in relation to the subject matter of this announcement or any other matters referred to in this announcement.

About Stifel Nicolaus Europe Limited

Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Amerisur and no one else in connection with the above and will not be responsible to anyone other than Amerisur for providing the protections offered to clients of Stifel nor for providing advice in relation to the subject matter of this announcement or any other matters referred to in this announcement.

About Arden Partners

Arden Partners plc ("Arden"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Amerisur and no one else in connection with the above and will not be responsible to anyone other than Amerisur for providing the protections offered to clients of Arden nor for providing advice in relation to the subject matter of this announcement or any other matters referred to in this announcement.

About Investec

Investec Bank plc ("Investec"), which is authorised by the Prudential Regulatory Authority and is regulated in the United Kingdom by the FCA and the Prudential Regulatory Authority, is acting exclusively for Amerisur and no one else in connection with the above and will not be responsible to anyone other than Amerisur for providing the protections offered to clients of Investec nor for providing advice in relation to the subject matter of this announcement or any other matters referred to in this announcement.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. 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 Takeover Code, any person who is, or becomes, interested in 1 per cent. 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 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.

Publication on website and hard copies

A copy of this announcement and the documents required to be published by Rule 26 of the Takeover Code will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Amerisur's  website at http://www.amerisurresources.com by no later than 12 noon on the Business Day following the date of this announcement. For the avoidance of doubt, the content of the website is not incorporated into and does not form part of this announcement.


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
 
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