Update on Acquisition of Wentworth Resources PLC

Maurel & Prom

21 December 2023

 

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

FOR IMMEDIATE RELEASE

ETABLISSEMENTS MAUREL & PROM S.A.

21 December 2023

Update on Acquisition of Wentworth Resources PLC

Further to the announcement on 7 December 2023, Etablissements Maurel & Prom S.A. ("M&P") is pleased to confirm that is has successfully completed the acquisition of Wentworth Resources Plc ("Wentworth") as announced 5 December 2022 (the "Acquisition").

Following completion of the Acquisition, M&P's working interest in the Mnazi Bay asset increased from 48.06% to 80%, whilst TPDC holds the remaining 20%. TPDC, as per the Agreement signed with M&P, will now have one months to exercise its Call Option to increase its stake from 20% to 40%. The resulting working interests in the Mnazi Bay asset would be 60% for M&P and 40% for TPDC.

Commenting, Olivier de Langavant, Chief Executive Officer of M&P, said: "We are delighted to have completed the acquisition of Wentworth. This is an important and exciting moment for M&P, as it sets the basis for the next phase of growth of its long and successful partnership with TPDC to bring about the continued growth and development of Tanzania's natural gas sector. We would further like to take this opportunity to thank our partners at TPDC and other Tanzanian Government stakeholders for working collaboratively to achieve a successful outcome of the Acquisition."

Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as defined in the announcements regarding the Acquisition made by M&P on 5 December 2022 and 7 December 2023.

For further information please contact:

Etablissements Maurel & Prom S.A.

[phone]

Olivier de Langavant (CEO)

Pablo Liemann (Business Development Manager)

Matthieu Lefrancq (Business Development)

Hannam & Partners - Financial Advisor

[phone]

Samuel Merlin

Ernest Bell

Mario Doerflinger

Celicourt Communications Limited

[phone]

[phone]

Mark Antelme

Philip Dennis

Important information

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise. Any offer, if made, will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted.

The distribution of this announcement in jurisdictions other than the United Kingdom and the availability of any offer to shareholders of Wentworth who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom or shareholders of Wentworth who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable requirements.

Disclaimer

H&P Advisory Ltd ("Hannam & Partners"), which is regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for M&P and no-one else in connection with the possible offer and will not be responsible to anyone other than M&P for providing the protections afforded to clients of Hannam & Partners nor for providing advice in relation to the acquisition or any other matters referred to in this announcement.

Disclosure requirements of the Code

Rule 8.3

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, 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.

Publication of this announcement

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available, subject to certain restrictions relating to persons resident in restricted jurisdictions, at https://www.maureletprom.fr/en, by no later than 12 noon (London time) on 7 December 2023. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

 

Français			English
pieds cubes	pc	cf	cubic feet
millions de pieds cubes par jour	Mpc/j	mmcfd	million cubic feet per day
milliards de pieds cubes	Gpc	bcf	billion cubic feet
baril	B	bbl	barrel
barils d'huile par jour	b/j	bopd	barrels of oil per day
millions de barils	Mb	mmbbls	million barrels
barils équivalent pétrole	bep	boe	barrels of oil equivalent
barils équivalent pétrole par jour	bep/j	boepd	barrels of oil equivalent per day
millions de barils équivalent pétrole	Mbep	mmboe	million barrels of oil equivalent

 

For more information, please visit https://www.maureletprom.fr/en/

Contacts

Maurel & Prom

Press, shareholder and investor relations

Tel: [phone]                                                                 

[e-mail]                                                     

NewCap

Financial communications and investor relations/Media relations

Louis-Victor Delouvrier/Nicolas Merigeau

Tel: [phone]                        

[e-mail]

 

This document may contain forecasts regarding the financial position, results, business and industrial strategy of Maurel & Prom. By nature, forecasts contain risks and uncertainties to the extent that they are based on events or circumstances that may or may not happen in the future. These forecasts are based on assumptions we believe to be reasonable, but which may prove to be incorrect and which depend on a number of risk factors, such as fluctuations in crude oil prices, changes in exchange rates, uncertainties related to the valuation of our oil reserves, actual rates of oil production and the related costs, operational problems, political stability, legislative or regulatory reforms, or even wars, terrorism and sabotage.

 

Maurel & Prom is listed for trading on Euronext Paris

CAC All-Tradable - CAC Small - CAC Mid & Small - Eligible PEA-PME and SRD

Isin FR0000051070 / Bloomberg MAU.FP / Reuters MAUP.PA

 

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