Strategic review including formal sale process under the Takeover Code
Amerisur Resources Plc (“Amerisur” or the “Company”), the oil and gas producer and explorer focused on South America (LSE: AMER), announces that following the receipt of interest in the Company and its assets from other industry participants, and in light of the high level of recent activity in the Colombian E&P sector, it has decided to conduct a formal review of the various strategic options available to the Company to maximise value for shareholders.
These options include, but are not limited to, the potential sale of the Company through the commencement of a “formal sales process” as set out by The City Code on Takeovers and Mergers (the “Code”) or the farm-out or sale of one or more of the Company’s assets.
The Company confirms that, at the time of this announcement, it has received a non-binding proposal regarding a potential sale of the Company and various other indicative proposals regarding the sale of certain assets of the Company.
The Board has appointed BMO Capital Markets as its financial adviser with regards to the formal sales process and as an independent financial adviser for the purposes of Rule 3 of the Code. Stifel Nicolaus Europe Limited has been appointed as joint financial advisor to the Company.
Parties with a possible interest in making a proposal should contact BMO Capital Markets on the contact details set out below.
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 as a result of this announcement (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. Following this announcement, the Company is now considered to be in an “offer period” as defined in the Code, and the dealing disclosure requirements set out below will apply.
Any party wishing to participate in the formal sales process will be required to enter into a non-disclosure agreement with the Company on reasonable terms satisfactory to the Board and on the same terms, in all material respects, as other interested parties before being permitted to participate in the process.
Following execution of such an agreement, the Company intends to provide interested parties with information on the Company, following which, such parties will be invited to submit proposals to the Company.
The Board reserves the right to alter any aspect of the process as outlined above or to terminate it at any time and will make further announcements when appropriate. The Board reserves the right to reject any approach or terminate discussions with any interested party or participant at any time.
Shareholders are advised this is not a firm intention to make an offer under Rule 2.7 of the Code and there can be no certainty that any offers will be made as a result of the formal sales process, that any sale or other transaction will be concluded, nor as to the terms on which any offer or other transaction may be made.
Rule 2.9 information
In accordance with Rule 2.9 of the City Code on Takeovers and Mergers, the Company confirms that, as at the date of this announcement, it has 1,215,467,768 ordinary shares of 0.1 pence each in issue and admitted to trading on the AIM market of the London Stock Exchange.
The International Securities Identification Number for Amerisur’s ordinary shares is GB0032087826.
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