RNS No 1327d
SEAFIELD RESOURCES PLC
31st July 1997
Part 2
APPENDIX I
CONDITIONS AND FURTHER TERMS OF THE OFFER
1. The Offer is subject to the following conditions:
(i)
valid acceptances being received (and not, where permitted,
withdrawn) by not later than 3.00 p.m. on 21st August, 1997
(or such later time(s) and/or date(s) as Dana may, subject to
the rules of the Code, decide) in respect of not less than 90
per cent. (or such lesser percentage as Dana may decide) in
nominal value of Seafield Shares to which the Offer relates,
provided that this condition will not be satisfied unless Dana
and its wholly-owned subsidiaries shall have acquired or
agreed to acquire, pursuant to the Offer or otherwise,
Seafield Shares carrying more than 50 per cent. of the voting
rights then exercisable at a general meeting of Seafield. For
the purposes of this condition:
(a) Seafield Shares which have been unconditionally allotted
before the Offer becomes unconditional shall be deemed to
carry the voting rights which they will carry upon being
entered in the register of members of Seafield; and
(b) the expression "Seafield Shares to which the Offer
relates" shall be construed in accordance with Sections 428 to
430F of the UK Companies Act 1985;
(ii)
the London Stock Exchange and the Irish Stock Exchange
agreeing to admit respectively to the Official List and the
Irish Official List the new Dana Shares to be issued pursuant
to the Offer and such admission becoming effective;
(iii)
the passing at an Extraordinary General Meeting of Dana (or at
any adjournment thereof) of all such resolution(s) as may be
necessary for the approval and implementation of the Offer and
the required increase in the authorised share capital of Dana;
(iv)
the Underwriting Agreement between Dana, UBS and Guinness
Mahon dated 31st July, 1997 having become unconditional in all
respects save for the Offer not having become unconditional
and not having been terminated in accordance with its terms;
(v)
the Minister for Enterprise and Employment of Ireland having
stated in writing that he does not intend to make an order
under Section 9 of the Mergers, Take-overs and Monopolies
(Control) Acts, 1978 to 1996 of Ireland (the "Mergers Acts")
in relation to the Offer or, in the event of the said Minister
making an order subject to conditions, Dana in its absolute
discretion having decided to accept such conditions or, in the
event of no such order being made and the said Minister not
stating in writing that he does not intend to make such an
order, the relevant period within the meaning of Section 6 of
the Mergers Act, 1978 having expired;
(vi)
the receipt of assurances, in terms satisfactory to Dana, from
the Secretary of State for Trade and Industry in the UK to the
effect that he does not intend to exercise his powers under
any relevant legislation or regulations made thereunder to
require a further change of control of Seafield and/or its
subsidiaries following a change of control of any of them as a
result of the Offer and no intimation having been received of
any intention to revoke any petroleum licences, leases or
concessions of Seafield or any of its subsidiaries;
(vii)
the Minister for Public Enterprise of Ireland granting such
assurances, confirmations, consents, approvals or
authorisations in terms satisfactory to Dana as may be
required to ensure that none of the Irish petroleum
prospecting licences, licensing options, exploration licences,
lease undertakings, petroleum leases and/or reserved area
licences held by Seafield and/or any other member of the
Seafield Group will be revoked, altered or terminated as a
result of the Offer or the acquisition of Seafield Shares by
Dana pursuant to the Offer and receipt of any necessary
equivalent assurances, confirmations, consents, approvals or
authorisations in terms satisfactory to Dana from any
appropriate authorities in any other jurisdictions in which
Seafield or any of its subsidiaries has any operations or
interests;
(viii)
no governmental or government, quasi-governmental,
supranational, statutory or regulatory or investigative body
or trade agency, professional body, association, institution
or environmental body or any court or other body or person in
any jurisdiction (each a "Relevant Authority") having taken,
instituted or threatened any action, proceeding, suit,
investigation or enquiry or enacted, made or proposed (and
there not continuing to be outstanding) any statute,
regulation or order or taken any other steps that would or
might reasonably be expected to:
(a) make the Offer or its implementation, or the acquisition
or proposed acquisition of any Seafield Shares, or control of
Seafield, by Dana or any of its wholly-owned subsidiaries or
any company in which it has a substantial interest (being a
direct or indirect interest in 20 per cent. or more of the
equity voting share capital thereof) (together the "Dana
Group") void, unenforceable or illegal or directly or
indirectly restrain, restrict, prohibit, delay or otherwise
interfere with the implementation of, or impose additional
adverse conditions or obligations with respect to, or
otherwise challenge or interfere with the Offer or its
implementation or any such acquisition of any Seafield Shares
or control of Seafield;
(b) require or prevent or delay the divestiture or alter the
terms envisaged for any proposed divestiture by Dana or any
member of the Dana Group or by Seafield or any of its
subsidiaries or any company in which it has a substantial
interest (being a direct or indirect interest in 20 per cent.
or more of the equity voting share capital thereof) (together
the "Seafield Group") of all or any part of their respective
businesses, assets or properties or impose any limitation on
their ability to conduct their respective businesses and to
own any of their respective assets or properties, the result
of which, in any such case, is material to the Dana Group or
the Seafield Group, taken as a whole;
(c) impose any limitation on, or result in a delay in, the
ability of Dana or any member of the Dana Group to acquire,
directly or indirectly, or to hold or to exercise effectively
any rights of ownership of shares or other securities in
Seafield or in any member of the Seafield Group or on or in
the ability of Seafield or any other member of the Seafield
Group or Dana or any member of the Dana Group to hold or to
exercise effectively rights of control over any business
carried out by a member of the Seafield Group, which, in any
such case, is material to the Dana Group or the Seafield
Group, taken as a whole;
(d) require, prevent or delay the divestiture by any member
of the Dana Group of any material portion of the Seafield
Shares or other Seafield securities;
(e) affect the business or profits, assets or prospects of
any member of the Dana Group or of the Seafield Group in a
manner which is adverse to, and material in the context of,
the Enlarged Group taken as a whole;
(f) require any member of the Dana Group or the Seafield
Group to offer to acquire any shares or other securities in
any member of the Seafield Group owned by any third party
where such acquisition would be material in the context of the
Enlarged Group taken as a whole; or
(g) result in any member of the Seafield Group ceasing to be
able to carry on business under any name which it presently
does so;
and all applicable waiting periods during which any Relevant
Authority could take, institute, implement or threaten any
such action, proceeding, suit, reference, investigation or
enquiry having expired, lapsed or been terminated;
(ix)
all necessary filings having been made in respect of the Offer
and all authorisations, orders, grants, recognitions,
confirmations, consents, clearances, permissions and approvals
necessary or appropriate for or in respect of the Offer and
the proposed acquisition of Seafield Shares by Dana or any
member of the Dana Group or of control of Seafield, by Dana,
and to permit or enable any member of the Dana Group or of the
Seafield Group to carry on its business, being obtained in
terms and in a form reasonably satisfactory to Dana from
appropriate Relevant Authorities and such authorisations,
orders, grants, recognitions, confirmations, consents,
clearances, permissions and approvals remaining in full force
and effect at the time at which the Offer becomes otherwise
unconditional and all necessary filings having been made and
all appropriate waiting periods under any applicable
legislation and regulations in any jurisdiction having expired
or been terminated and no notice of any intention to revoke,
suspend, restrict, modify or not repeat any of the same having
been received, and all appropriate waiting periods (including
any extension thereof) under any applicable legislation and
regulations in any jurisdiction having expired, lapsed or been
terminated in each case as may be necessary in connection with
the Offer under the laws or regulations of any jurisdiction,
and all necessary statutory or regulatory obligations in any
jurisdiction having been complied with;
(x)
save as disclosed in writing to Dana prior to the announcement
of the Offer, there being no provision of any arrangement,
agreement, licence, permit or other instrument to which any
member of the Seafield Group, or any partnership or company in
which any member of the Seafield Group is interested (an
"associate"), is a party or by or to which any such member or
associate or any material part of their assets may be bound or
be subject which could, as a result of the proposed
acquisition by any member of the Dana Group of Seafield
Shares, or other Seafield securities, or the acquisition or
control of Seafield by Dana or a change in the control or
management of Seafield or otherwise, could or might reasonably
be expected to result in to an extent which is material in the
context of the Seafield Group:
(a) any moneys borrowed by, or any other actual or contingent
indebtedness of, any member of the Seafield Group or associate
being or becoming repayable or capable of being declared
repayable immediately or earlier than the repayment or
maturity date stated in such arrangement, agreement, licence,
permit or instrument or the ability of any such member or
associate to borrow moneys or incur any such indebtedness
being withdrawn or inhibited;
(b) any such agreement, arrangement, licence, permit or
instrument or the rights, liabilities, obligations or interest
of any member of the Seafield Group or associate being or
becoming capable of being terminated or adversely modified or
affected or any obligation or liability arising or any action
being taken or arising thereunder;
(c) the interests or business of any member of the Seafield
Group or associate in or with any other person, firm, company
or body (or any arrangements relating to such interests or
business) being terminated, modified or adversely affected;
(d) any member of the Seafield Group or associate ceasing to
be able to carry on business under any name under which it
presently does so;
(e) any assets or interests of any member of the Seafield
Group or associate being, or falling to be, disposed of or
charged in any manner or any right arising under which any
such asset or interest could be required to be disposed of or
charged in any manner other than in the ordinary course of
business;
(f) the creation or enforcement of any mortgage, charge or
other security over the whole or any material part of the
business, property or assets of any member of the Seafield
Group or associate; or
(g) the creation of liabilities on any part of any such
member;
(h) the financial or trading position of the Seafield Group
being prejudiced or affected;
(xi)
no member of the Seafield Group having since 31st December,
1996 (save as publicly announced on or before 31st July,
1997):
(a) (save as between Seafield and wholly-owned subsidiaries
of Seafield or upon the exercise of rights to subscribe for
Seafield Shares pursuant to the exercise of options granted
under the Seafield share option scheme or pursuant to
transactions between members of the Seafield Group) issued or
authorised or proposed the issue of additional shares of any
class, or securities or securities convertible into or
exchangeable for, or rights, warrants or options to subscribe
for or acquire, any such shares or convertible securities or
redeemed, purchased or reduced any part of its share capital;
(b) recommended, declared, paid or made or proposed to
recommend, declare, pay or make any bonus, dividend or other
distribution other than to another member of the Seafield
Group;
(c) authorised or proposed or announced an intention to
propose any merger or demerger or acquisition or disposal of
assets (other than in the ordinary course of business) or
shares which is material in the context of the Seafield Group;
(d) save as between Seafield and wholly-owned subsidiaries of
Seafield made or authorised or proposed or announced its
intention to propose any change in its share or convertible
loan capital;
(e) issued, authorised or proposed the issue of any
debentures or (other than in the ordinary course of business
and save as between Seafield and its wholly-owned
subsidiaries) incurred any indebtedness or contingent
liability which is material in the context of the Seafield
Group taken as a whole;
(f) save as disclosed in writing to Dana prior to the
announcement of the Offer,entered into, varied or terminated
any contract or commitment (whether in respect of capital
expenditure or otherwise) or authorised or proposed its
intention to enter into, vary or terminate such a contract or
commitment which is of a long term or unusual nature or which
involves or could involve an obligation of a nature or
magnitude which is, in all cases, material in the context of
the Seafield Group taken as a whole;
(g) entered into or varied the terms of any agreement with any
of the Seafield Directors;
(h) save as disclosed in writing to Dana prior to the
announcement of the Offer, disposed of or transferred,
mortgaged or encumbered any assets or any right, title or
interest in any asset or entered into or varied any contract,
transaction, reconstruction, amalgamation or arrangement or
authorised or proposed its intention to enter into or vary
such a contract, transaction or arrangement, other than in the
ordinary course of business, which is material in the context
of the Seafield Group taken as a whole;
(i) purchased, redeemed or repaid or announced any proposal
or intention to purchase, redeem or repay any of its own
shares or other securities or reduced or made any other change
to any part of its share capital which (other than in the case
of Seafield) is material in the context of the Seafield Group;
(j) taken any corporate action, or had any order made, for
its winding-up, dissolution or reorganisation or for the
appointment of a receiver, administrator, administrative
receiver, trustee or similar officer of all or any of its
assets and revenues;
(k) waived or compromised any claim other than in the
ordinary course of business; or
(l) save as disclosed in writing to Dana prior to the
announcement of the Offer, entered into any contract,
commitment or agreement or passed any resolution with respect
to or proposed its intention to effect any of the transactions
or events referred to in this paragraph;
(xii)
since 31st December, 1996 (save as publicly announced on or
before 31st July, 1997):
(a) save as disclosed in writing to Dana prior to the
announcement of the Offer, no material adverse change in the
business, financial or trading position or profits or assets
or prospects of Seafield or any member of the Seafield Group
having occurred;
(b) no contingent or other liability having arisen which
might reasonably be expected adversely to affect any member of
the Seafield Group to an extent which is material in the
context of the Seafield Group taken as a whole; and
(c) no litigation, arbitration proceedings, prosecution or
other legal proceedings to which any member of the Seafield
Group is or may become a party (whether as plaintiff or
defendant or otherwise) and no investigation by any Relevant
Authority having been threatened, announced or instigated or
remaining outstanding against any member of the Seafield Group
or any associate which in either case might reasonably be
expected materially adversely to affect the Seafield Group;
(xiii)
Dana not having discovered that:
(a) any financial or business information concerning Seafield
or the Seafield Group publicly disclosed or disclosed in
writing to Dana or its advisers at any time by or on behalf of
any member of the Seafield Group either contains a material
misrepresentation of fact or omits to state a fact necessary
to make the information contained therein not materially
misleading and has not been corrected by a subsequent
announcement to the London Stock Exchange prior to 31st July,
1997; or
(b) any partnership or company in which any member of the
Seafield Group has a significant economic interest and which
is not a subsidiary of Seafield is subject to any liability,
contingent or otherwise, which is not disclosed in the Annual
Report and Accounts of Seafield for the year ended 31st
December, 1996 or has not been publicly announced on or before
31st July, 1997 and which is material in the context of the
Seafield Group taken as a whole;
(xiv)
Dana not having discovered:
(a) that any past or present member of the Seafield Group has
not complied with all applicable legislation or regulations of
any jurisdiction or any notices or requirements of any
Relevant Authority in any jurisdiction with regard to the
storage, disposal, pumping, pouring, discharge, spillage,
transportation, dumping, leak or emission of any waste or
hazardous substance or any substance likely to impair the
environment or harm human health, or otherwise relating to
environmental matters, or there has otherwise been any such
storage, disposal, discharge, pumping, pouring, spillage,
transportation, dumping, leak or emission (whether or not the
same constituted a non-compliance by any person with any such
legislation, regulations, notices or requirements and wherever
the same may have taken place) which, in any such case, would
be likely to give rise to any liability (whether actual or
contingent) on the part of any member of the Seafield Group
and which is material in the context of the Seafield Group
taken as a whole; or
(b) circumstances exist (whether as a result of the making of
the Offer or otherwise);
(aa) which would be likely to lead to any Relevant Authority
in any jurisdiction instituting; or
(bb) whereby any member of the Dana Group or any present or
past member of the Seafield Group would be likely to be
required to take any other steps which would in any such case
be likely to result in any actual or contingent liability to
improve or install new plant or equipment or make good,
repair, reinstate, or clean up and land or other asset now or
previously owned, occupied or made use by any member of the
Seafield Group or in which such member may now have or
previously has had an interest and which is material in the
context of the Seafield Group taken as a whole; or
(c) circumstances exist whereby a person or class or persons
would be likely to have any claim or claims in respect of any
product or process of manufacture of materials used therein
now or previously manufactured, sold or carried out by any
past or present member of the Seafield Group which claim or
claims would be likely to affect adversely any member of the
Seafield Group and which is material in the context of the
Seafield Group taken as a whole.
Seafield Shares will be acquired free from all liens, charges,
equitable interests and encumbrances and together with all
rights now or hereafter attaching thereto, including the right
to all dividends and other distributions hereafter declared,
paid or made.
The Offer extends to all the Seafield Shares which are
unconditionally allotted or issued while the Offer remains
open for acceptance.
Dana reserves the right to waive all or any of conditions (iv)
to (xiv)inclusive, in whole or in part. Conditions (ii) to
(xiv) inclusive must be satisfied as at, or waived (where
possible) on or before, the 21st day after the later of 31st
July, 1997 or the date on which condition (i) is fulfilled (or
in each case such later date as Dana may, with the consent of
the Panel, decide). Dana shall be under no obligation to waive
or treat as fulfilled any of conditions (iv) to (xiv)
inclusive by a date earlier than the date specified above for
the fulfilment thereof notwithstanding that the other
conditions of the Offer may at such earlier date have been
fulfilled and that there are at such earlier date no
circumstances indicating that any of such conditions may not
be capable of fulfilment.
If Dana is required by the Panel to make an offer for Seafield
Shares under the provisions of Rule 9 of the Code, Dana may
make such alterations to the above conditions as are necessary
to comply with the provisions of that Rule.
The making of the Offer in, or to certain persons resident in,
or nationals or citizens or, jurisdictions outside the UK or
Ireland ("overseas shareholders") or to nominees of or
trustees for overseas shareholders may be affected by the laws
of the relevant jurisdictions. Overseas shareholders should
inform themselves of and observe any applicable legal
requirements. It is the responsibility of overseas
shareholders wishing to accept the Offer to satisfy themselves
as to the full observance of the laws of the relevant
jurisdiction in connection with the Offer. This includes the
obtaining of any governmental, exchange control or other
consents which may be required, compliance with other
necessary formalities needing to be observed and the payment
of any issue, transfer or other taxes due in such
jurisdiction. Dana, UBS and Guinness Mahon shall be fully
indemnified by overseas shareholders for any such issue,
transfer or other taxes which Dana, UBS and/or Guinness Mahon
may be required to pay.
The Offer is not being made, directly or indirectly, within or
into the United States, Canada, Australia or Japan or by use
of the mails of, or by any means or instrumentality or
interstate or foreign commerce of, or of any facility of a
national securities exchange of, the United States, Canada,
Australia or Japan. This includes, but is not limited to,
facsimile transmission, telex and telephone.
Accordingly, copies of this press announcement and any related
offer documents are not being and must not be, mailed or
otherwise distributed or sent in, into or from the United
States, Canada or Australia including to Seafield Shareholders
or participants in the Seafield share option scheme with
registered addresses in the United States, Canada, Australia
or Japan or to persons whom Dana knows to be or has reason to
believe are custodians, trustees or nominees holding Seafield
Shares for persons with addresses in the United States,
Canada, Australia, or Japan. Persons receiving such documents
(including, without limitation, custodians, nominees and
trustees) must not distribute, mail or send them in or from
the United States, Canada, Australia or Japan, or use the
United States, Canadian, Australian or Japanese mails or any
such means, instrumentality or facility in connection with the
Offer, and so doing will invalidate any related purported
acceptance of the Offer. Persons wishing to accept the Offer
must not use the United States, Canadian, Australian or
Japanese mails or any such means, instrumentality or facility
for any purpose directly or indirectly relating to acceptance
of the Offer. Envelopes containing Forms of Acceptance in
respect of the Offer should not be postmarked in the United
States, Canada, Australia or Japan or otherwise despatched
from those jurisdictions and all acceptors must provide
addresses outside the United States, Canada, Australia or
Japan for the receipt of the consideration to which they are
entitled under the Offer or for the return of Forms of
Acceptance or documents of title.
Dana Shares have not been nor will be registered under the
United States Securities Act,1933 (as amended), the relevant
clearances have not been and will not be obtained from the
securities commission of any province of Canada, and no
prospectus has been or will be lodged with, or registered by,
the Australian Securities Commission. Dana Shares may not
therefore be offered or sold, directly or indirectly, within
the United States, Canada, Australia or Japan or to or for the
account or benefit of US, Canadian, Australian or Japanese
persons except in transactions exempt from or not subject to
the registration requirements of the United States Securities
1933 (as amended). Terms used in this paragraph shall have the
meanings given to them by Regulation S under the United States
Securities Act 1933 (as amended).
APPENDIX II
DEFINITIONS
The following definitions apply throughout this press
announcement, unless the context requires otherwise:
"Admission"
the admission of the new Dana Shares to the Official List and
to the Irish Official list becoming effective
"Cash Alternative"
the alternative by which eligible Seafield Shareholders who
accept the Offer may elect to receive cash in respect of all
or some of their Seafield Shares
"Circular"
the circular to be dated 31st July, 1997 and containing the
notice of EGM to be posted to shareholders of Dana later today
"Code"
The City Code on Takeovers and Mergers
"Dana" or the" Company"
Dana Petroleum plc
"Dana Directors" or "Dana Board"
the directors of Dana
"Dana Group"
Dana and its subsidiaries
"Dana Shares"
ordinary shares of IR1p each in the capital of Dana
"Enlarged Group"
the Group as enlarged following completion of the Offer
"Evikhon"
Open Joint Stock Company Evikhon
"existing Dana Shares"
the 583,669,366 Dana Shares in issue which are listed on the
London Stock Exchange and the Irish Stock Exchange
"Extraordinary General Meeting"
the extraordinary general meeting of the Company to be held on
22nd August, 1997 to be convened pursuant to the notice to be
set out in the Circular
"Flemings"
Robert Fleming & Co. Limited
"Form of Acceptance"
the form of acceptance, authority and election for use in
connection with the Offer and accompanying the Offer Document
"Ireland"
the Republic of Ireland
"Guinness Mahon"
Guinness Mahon & Co. Limited
"Irish Official List"
the Official List of the Irish Stock Exchange
"Irish Stock Exchange"
The Irish Stock Exchange Limited
"London Stock Exchange"
the London Stock Exchange
"March Prospectus"
the prospectus published by Dana on 26th March 1997 in respect
of a placing and open offer announced at that time
"new Dana Shares"
up to 241,203,683 new ordinary shares of IR1p each in Dana, to
be issued under the terms of the Offer
"Offer"
the recommended offer by UBS and Guinness Mahon on behalf of
Dana to acquire the Seafield Shares and, where the context so
requires, any subsequent revision, variation, extension or
renewal of such offer
"Offer Document"
the document to be dated 31st July, 1997 to Seafield
Shareholders containing the Offer
"Official List"
the Official List of the London Stock Exchange
"Petroceltic"
Petroceltic plc, a subsidiary of Dana since 15th November,
1996, whose shares were previously quoted on the Exploration
Securities Market of the Irish Stock Exchange
"Salym Joint Venture"
a joint venture established by Evikhon and Shell Salym on 27th
March, 1996
"Seafield"
Seafield Resources plc
"Seafield Board" or "Seafield Directors"
the directors of Seafield
"Seafield Group"
Seafield and its subsidiaries
"Seafield Shares"
the existing 69,535,611 ordinary shares of 10p each in
Seafield and any further such shares which are unconditionally
allotted or issued while the Offer remains open for acceptance
"Seafield Shareholders"
holders of Seafield Shares
"Seafield share option scheme"
the executive share option scheme of Seafield
"UBS"
UBS Limited
"Underwriting Agreement"
the agreement dated 31st July, 1997 between Dana, UBS and
Guinness Mahon relating to the underwriting of the cash
alternative
"Yogan-neft"
Open Joint Stock Company Yogan-neft, the company established
by LUKoil, Kogalymneftegaz, SINCO and Megionneftegazgeogogiya,
which holds 50 per cent. of the issued share capital of
YoganOil
"YoganOil"
Closed Joint Stock Company YoganOil, the company established
by Dana Petroleum (Cyprus) Limited and Yogan-neft to operate
the South Vat-Yoganskoye oil field
"YuganskOil"
Open Joint Stock Company YuganskOil, the company established
by Dana Petroleum (Cyprus) Limited, Yuganskneftegaz, TEKSIB-Invest (now a
nominee for Waterford) and SINCO to operate the Sortymskoye oil field
END
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