Offer by Shell for Cove: Posting of Offer Document
THE HAGUE, The Netherlands, May 2, 2012 /PRNewswire/ --
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
Recommended Cash Offer
by
Shell Exploration and Production (XL) B.V.
for
Cove Energy plc
Posting of Offer Document
Further to the announcement on 24 April 2012 of the recommended cash offer by Shell Exploration and Production (XL) B.V. ("Shell Bidco"), a wholly owned subsidiary of Royal Dutch Shell plc (NYSE: RDS.A) (NYSE: RDS.B), for the entire issued and to be issued share capital of Cove Energy plc ("Cove") (the "Offer"), Shell Bidco is pleased to announce that the offer document (the "Offer Document") is being posted today, together with the Forms of Acceptance.
The Offer Document contains, among other things, the full terms and conditions of the Offer and procedures for acceptance of the Offer.
The Offer is open for acceptance until 1.00 p.m. (London time) on 23 May 2012 (or such later time(s) and/or date(s) as Shell Bidco may decide, subject to the consent of the Panel, where required).
To accept the Offer in respect of Cove Shares in certificated form, the completed and signed Forms of Acceptance should be returned and received by the Receiving Agent, and in respect of Cove Shares held in uncertificated form, electronic acceptances should be settled, in accordance with the instructions set out in the Offer Document as soon as possible and, in any event, no later than 1.00 p.m. (London time) on 23 May 2012.
Capitalised terms used in this announcement have the meanings given to them in the Offer Document.
A copy of this announcement will be made available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Shell's website at http://www.shell.com/home/content/investor/ and Cove's website at http://www.cove-energy.com by no later than 12 noon (London time) on 3 May 2012.
Morgan Stanley & Co. Limited is acting as financial adviser to Shell Bidco and no one else in relation to the Offer and will not be responsible to anyone other than Shell Bidco for providing the protections afforded to the clients of Morgan Stanley & Co. Limited nor for providing advice in relation to the Offer, the contents of this announcement or any other matter or arrangement referred to herein.
Standard Chartered Bank, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Cove and for no one else in connection with the Offer and will not be responsible to anyone other than Cove for providing the protections afforded to clients of Standard Chartered Bank nor for giving advice in relation to the Offer or any matter or arrangement referred to in this announcement.
Cenkos Securities plc, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Cove as nominated adviser and broker and is not acting for or advising any other person and accordingly will not be responsible to any person other than Cove for providing advice in relation to the contents of this announcement. Neither Cenkos Securities plc nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a customer of Cenkos Securities plc in connection with this announcement, any statement contained herein or otherwise.
Further information
This announcement is for information purposes and 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 pursuant to the Offer or otherwise. This announcement does not constitute a prospectus or a prospectus equivalent document. Shareholders are advised to read carefully the formal documentation in relation to the Offer. The Offer will be made solely through the Offer Document which contains the full terms and conditions of the Offer, including details of how to accept the Offer. Please read carefully the Offer Document in its entirety before making a decision with regard to the Offer. Any acceptance should be made on the basis of the information in the Offer Document.
This announcement has been prepared in accordance with English law, the Takeover Code and the AIM Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law or regulation and therefore persons into whose possession this announcement and/or the Offer Document comes should inform themselves about and observe such restrictions. Any failure to comply with these restrictions may constitute a violation of securities laws of any such jurisdictions. To the fullest extent permitted by law, Shell Bidco and Cove disclaim any responsibility or liability for the violation of such restrictions by such persons.
The availability of the Offer to Cove Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.
Unless otherwise determined by Shell Bidco or required by the Takeover Code and permitted by applicable law and regulation, the Offer is not being, and will not be, made, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality (including, without limitation, electronic mail, facsimile transmission, telex, telephone, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facility of a national state or other securities exchange of any Restricted Jurisdiction and will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction.
Accordingly, unless otherwise determined by Shell Bidco or required by the Takeover Code and permitted by applicable law and regulation, copies of this announcement are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving this announcement (including, without limitation, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in, into or from such jurisdiction.
Any person (including, without limitation, any custodian, nominee or trustee) who would, or otherwise intends to, or who may have a contractual or legal obligation to forward this announcement and/or the Offer Document and/or any other related document to any jurisdiction outside of the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction before taking any action.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any paper 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 paper 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 paper 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 p.m. (London time) on the tenth business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the tenth business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company, or of any paper 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 one per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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 paper 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 p.m. (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 any paper 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 and any other offerors and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of 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 http://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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44(0)20-7638-0129.
Enquiries:
Shell
Shell Media Relations +44(0)207-934-5550
+31-70-377-8750
Shell Investor Relations
Europe +31-70-377-3996
United States +1-713-241-2069
Morgan Stanley & Co. Limited
(Financial adviser to Shell Bidco) +44(0)207-425-8000
Michael O'Dwyer
Ian Hart
Andrew Foster
Cove
Michael Blaha - Executive Chairman +44(0)20-3008-5260
John Craven - CEO +353-1-662-4351
Michael Nolan -Finance Director +353-1-662-4351
Standard Chartered Bank
(Financial adviser to Cove) +44(0)20-7885-8888
Amer Baig
Geraldine Murphy
Rob Tims
Hein Pieter Boers
Aditya Yadav
Cenkos Securities plc
(Nominated adviser and broker to Cove)
Jon Fitzpatrick +44(0)20-7397-8900
Ken Fleming +44(0)13-1220-6939
Joe Nally (Corporate Broking) +44(0)20-7397-8900
FTI Consulting (Cove Media Relations) +44(0)20-7831-3113
Billy Clegg
Edward Westropp
SOURCE Royal Dutch Shell plc
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