The Company is pleased to announce that it has had at least six bona fide approaches to participate in the FSP and/or other indications of interest in a potential offer for either all of the shares of the Company or the Company’s licence interest in the Saltfleetby Gas Field (“Parties”).
In accordance with the Company’s announcement of 6 January, the Company considers it inappropriate to identify the Parties but the Company will engage with and evaluate each expression of interest until a firm proposal can be agreed and announced.
Angus is not a large and complicated group and the Company does not envisage an extended period of time will be necessary for the Parties to complete due diligence, other than that involved in familiarizing themselves with the documentation details of the £12m Saltfleetby Gas Field Development Loan Facility (the “Loan”) and associated security arrangements and gas sales hedge (“Hedge”).
Consideration of the capital structure of any combination will be of critical importance not just to shareholders, in the instance of a share for share offer, but also to the Loan and Hedge counterparties, each of whom benefit from change of control provisions. Such provisions require the consent of those counterparties to any change of control if the Loan is not to be immediately refinanced and/or the Hedge accelerated.
Additionally, regulatory guidance, newly restated on 13 January 2022 by the Oil and Gas Authority (“OGA”), lays emphasis on evaluation of the financial resources available to the combined group and interested parties, whether for the Company or its Licence interests, are strongly advised to consult the OGA on this point.
George Lucan, CEO, commented:
“We are pleased with the expressed level of interest in the Company or in its principal asset,and will proceed with our formal sales process with due professionalism, expediency and confidentiality to achieve the best possible result for all of Angus’ shareholders.”
Formal Sale Process (“FSP”)
Any interested party will be required to enter into a non-disclosure agreement with the Company on terms satisfactory to the Board. The Company then intends to provide such interested parties with certain information on the business, following which interested parties will be invited to submit their proposals to Beaumont Cornish Limited.
Further announcements regarding timings and procedures for the FSP will be made as appropriate.
The Board reserves the right to alter any aspect of the process or to terminate it at any time and will make further announcements as appropriate.
The Board also reserves the right to reject any approach or terminate discussions with any interested party or participant at any time.
The Takeover Panel has granted a dispensation from the requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the Takeover 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 Takeover Code) and will not be subject to the 28 day deadline referred to in Rule 2.6(a), for so long as it is participating in the formal sale process. Interested parties should note Rule 21.2 of the Takeover Code, which will prohibit any form of inducement fee or other offer-related arrangement, and that the Company, although it may do so in the future, has not at this stage requested any dispensation from this prohibition under Note 2 of Rule 21.2. Following this announcement, the Company is now considered to be in an “offer period” as defined in the Takeover Code, and the dealing disclosure requirements summarised below will apply.
This announcement is not an announcement of a firm intention by any party to make an offer under Rule 2.7 of the Takeover Code and there can be no certainty that an offer will be made, nor as to the terms on which any offer will be made.
Angus Energy Plc
Tel: +44 (0) 208 899 6380
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