Takeover Offers
NOTICE OF CASH OFFER BY DNO ASA (“DNO”) FOR FAROE PETROLEUM PLC (REGISTERED NUMBER 04622251) (“FAROE”) PURSUANT TO SECTION 978(1)(C)(II) OF THE COMPANIES ACT 2006
Notice is hereby given in accordance with section 978(1)(c)(ii) of the Companies Act 2006 that a cash offer has been made by DNO to acquire the whole of the issued and to be issued share capital of Faroe (other than the 105,247,866 Faroe Shares already held by DNO, representing 28.22 percent of Faroe’s issued share capital) (the “Offer”). Under the Offer, Faroe Shareholders are entitled to receive 152 pence in cash for each Faroe Share.
The offer document, containing the terms of the Offer and the procedures for acceptance (the “Offer Document”) was dated, published and posted to Faroe Shareholders on 12 December 2018.
Terms defined in the Offer Document have the same meanings in this notice.
The Offer Document may be inspected, and copies thereof may be obtained, during normal office hours at the offices of the Receiving Agent, Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA. The Offer Document may also be viewed on DNO’s website at https://www.dno.no/en/investor-relations/offer_announcement_26November.
This notice is not intended to, and does not constitute or form part of, and must not be construed as any offer or 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 the Offer or otherwise, nor shall there be any sale, issuance or transfer of securities of Faroe in any jurisdiction in contravention of applicable law. The Offer will be implemented solely pursuant to the terms of the Offer Document and the accompanying Form of Acceptance, which contain the full terms and conditions of the Offer, including details of how to accept the Offer. Any decision in respect of, or other response to, the Offer should be made only on the basis of, and Faroe Shareholders who accept the Offer may rely only on, the information contained in the Offer Document and the Form of Acceptance. Faroe Shareholders are advised to read the formal documentation in relation to the Offer carefully.
The Offer is not capable of acceptance from or within a Restricted Jurisdiction. Accordingly, persons reading this notice or receiving copies of the Offer Document, the Form of Acceptance and any accompanying document (including, without limitation, custodians, nominees and trustees) who have a contractual or legal obligation or who may otherwise intend to forward this notice, the Offer Document, the Form of Acceptance and any accompanying document must not, directly or indirectly, mail or otherwise distribute or send them in, into or from a Restricted Jurisdiction, as doing so may invalidate any purported acceptance of the Offer. The availability of the Offer to Faroe Shareholders who are not resident in the UK or the US or who are citizens, residents or nationals of jurisdictions outside the UK or the US or who are nominees of, or custodians or trustees for such persons, may be prohibited or affected by the laws of the relevant jurisdictions. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of such jurisdictions.
The Offer is being made for the securities of an English company and is subject to UK disclosure requirements, which are different from those of the US. The financial information included in the Offer Document has been prepared in accordance with IFRS and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.
The Offer will be made in the US pursuant to an exemption from the US tender offer rules provided by Rule l4d-1I under the US Exchange Act and otherwise in accordance with the requirements of the Code. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments, that are different from those applicable under US domestic tender offer procedures and law. If the Offer is instead implemented by means of a scheme of arrangement as provided for under English law it will not be subject to the tender offer rules of the US Exchange Act. Accordingly, the Offer would be subject to disclosure requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure requirements of US tender offer rules.
The receipt of cash pursuant to the Offer by a US Faroe Shareholder will likely be a taxable transaction for US federal income tax purposes and under applicable state and local, as well as foreign and other tax laws. Each holder of Faroe Shares is urged to consult his/her independent professional advisor immediately regarding the tax consequences of acceptance of the Offer.
It may be difficult for US Faroe Shareholders to enforce their rights and any claim arising out of the US federal securities laws, since DNO is located in a country other than the US, and some or all of their officers and directors may be residents of countries other than the US. US Faroe Shareholders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgement.
In accordance with normal UK practice, DNO or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Faroe Shares outside the US, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website, https://www.londonstockexchange.com.
The Offer Document has been prepared for the purposes of complying with English law and regulation (including the Code), and the information disclosed, the format and the style may not be the same as that which would have been disclosed if the Offer Document had been prepared in accordance with the laws and regulations of jurisdictions outside of England.
Any Faroe Shareholder who is in any doubt about the Offer or the contents of the Offer Document or the action he/she should take, is recommended to seek immediately his/her own personal independent financial, legal and tax advice from his/her stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if he/she is resident in the UK or, if not, from another appropriately authorised independent financial adviser in the relevant jurisdiction.
The Offer, which has been made by means of the Offer Document, will initially be open for acceptance until 1.00 p.m. (London time) on 2 January 2019. DNO reserves the right (but shall not be obliged, other than as may be required by the Code) at any time or from time to time to extend the Offer after such time.
The Offer is made in respect of the whole of the issued and to be issued share capital of Faroe (other than the 105,247,866 Faroe Shares already held by DNO, representing 28.22 percent of Faroe’s issued share capital), including Faroe Shares held by persons to whom the Offer Document is not being dispatched. The Offer is, by means of this notice, being notified to all persons to whom the Offer Document may not be dispatched. Any such persons may obtain a copy of the Offer Document and the relevant Form of Acceptance by contacting the Receiving Agent, Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, or by telephoning the Receiving Agent on 0333 207 6399 or +44 121 415 0973 (if calling from outside the UK). Lines are open from 8.30 a.m. to 5.30 p.m. (UK time) Monday to Friday (excluding English and Welsh public holidays).