Ascent Resources plc
(“Ascent” or the “Company”)
Strategic review including formal sale process under the Takeover Code
Ascent Resources plc (AIM: AST), the AIM quoted European oil and gas exploration and production company, today announces that it has decided to conduct a review of the various strategic options available to the Company to maximise value for its shareholders. This will include seeking both to identify a partner to work with the Company to maximise the opportunities to develop its existing assets, and offers for the Company.
Since the current board came together in 2012/13, the primary focus has been on moving the Company from its then parlous financial state to becoming operationally cashflow positive. This was achieved, as announced on 3 November 2017, with the delivery of first export gas production from its primary asset in the Petišovci field in Slovenia.
However, the Board has concluded that the planned further development of the Petišovci project, and the potential diversification into other regional projects, is currently not an option available to the Company without the potential of significant dilution for shareholders.
The Company has received several expressions of interest from industry players interested in working with the Company to expedite the development of Petišovci, including through farm-outs and general strategic partnerships. These discussions are all at an early stage and there can be no assurance that any of them will result in a transaction acceptable to the Company. The Company is not currently in receipt of any approach with regard to a possible offer and is not in talks with any potential offeror.
Following receipt of the expressions of interest, the Board has decided to take a proactive approach and initiate a strategic review, including a formal sale process under the City Code on Takeovers and Mergers (the “Takeover Code”).
In this regard, the Company has engaged GMP FirstEnergy, an independent oil and gas advisory firm. Parties with a potential interest in making a proposal should contact David van Erp or Jonathan Wright at GMP FirstEnergy LLP (+44 (0)20 7448 0200).
Colin Hutchinson, Chief Executive Officer, today commented: “Since successfully becoming cashflow positive, the Board has now decided to undertake a corporate review of the Company, focussed on assessing how value can most effectively be generated for Ascent’s shareholders. It is naturally appropriate for a company such as ourselves, with a highly valuable gas asset, to be in non-exclusive discussion with third parties. We are confident that the review will allow us to face the future with optimism, and we look forward to providing a further update on our intended focus in due course”.
The Takeover Panel has agreed that any discussions with third parties may be conducted within the formal sale process framework (as set out in Note 2 of Rule 2.6 of the Takeover Code) to enable conversations with parties interested in making a proposal to take place on a confidential basis. Accordingly, 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 and will not be subject to the 28 day deadline referred to in Rule 2.6(a) of the Takeover 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 Takeover Code, and the dealing disclosure requirements listed below will apply.
It is currently expected that any party interested in participating in the formal sale process will, at the appropriate time, enter into a non-disclosure agreement with Ascent on terms satisfactory to the Board of Ascent. 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 GMP FirstEnergy. Further announcements regarding timings for the formal sale process will be made when appropriate.
There can be no certainty that an offer will be made, nor as to the terms on which any offer will be made.
The Board of Ascent reserves the right to alter or terminate the process at any time and in such cases will make an announcement as appropriate. The Board of Ascent also reserves the right to reject any approach or terminate discussions with any interested party at any time.
Rule 26.1 disclosures
A copy of this announcement will be made available (subject to certain restrictions relating to persons resident in restricted jurisdictions) on Ascent’s website at www.ascentresources.co.uk by no later than 12 noon (London time) on the business day following the release of this announcement in accordance with Rule 26.1 of the Code. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
Rule 2.9 of the Takeover Code
For the purposes of Rule 2.9 of the Takeover Code, Ascent confirms that it has in issue 2,268,810,686 ordinary shares of 0.2p each with ISIN number GB00BZ16J374.
The information communicated in this announcement is inside information for the purposes of Article 7 of Regulation 596/2014.
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