TIDMWEN
RNS Number : 9563V
Maurel & Prom
07 December 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM THE UNITED STATES OR ANY JURISDICTION WHERE TO DO
SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS
OF THAT JURISDICTION. THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION.
FOR IMMEDIATE RELEASE
ETABLISSEMENTS MAUREL & PROM S.A.
7 December 2023
Update on Acquisition of Wentworth Resources PLC
Etablissements Maurel & Prom S.A. ("M&P") is pleased to
provide an update on the recommended cash acquisition of Wentworth
Resources Plc ("Wentworth") as announced 5 December 2022 (the
"Acquisition").
M&P is pleased to announce it has signed an agreement that
strengthens its existing long-term partnership with the Tanzania
Petroleum Development Corporation ("TPDC") (the "Agreement"), that
is a positive step towards receiving the approvals to complete the
Acquisition.
The Agreement is structured as a 'call option' for TPDC, which
provides a pathway for TPDC to increase its ownership by up to 20%
in the production interest (the "Call Option"). As part of this
Agreement, M&P has received the required pre-emption waiver
from TPDC and Tanzanian government approval for the Acquisition,
and only the final consent from Tanzania's Fair Competition
Commission ("FCC") remains outstanding, which is expected to be
granted before the Jersey Court sanction hearing.
As the Acquisition is to be implemented by means of a scheme of
arrangement pursuant to Article 125 of the Jersey Companies Law,
and given the approvals received, Wentworth has made arrangements
for the Jersey Court to consider and if, thought fit, sanction the
Scheme at a court sanction hearing to be held on 19 December 2023.
Following this date, M&P will take ownership of Wentworth and
acquire its 31.94% direct and indirect interest in Mnazi Bay (the
"Closing").
Subsequent to the Closing of the Acquisition, M&P expects
TPDC to execute the Call Option whereby TPDC can purchase a 20%
production interest in Mnazi Bay. As a result, M&P will hold a
60% ownership and TPDC will hold a 40% ownership in Mnazi Bay. The
joint operating agreement will be amended to reflect new
partnership conditions, and will allow TPDC to appoint secondees to
participate in the operations of the Mnazi Bay field.
The Acquisition shall be funded by the GBP63 million placed in
escrow as part of the Acquisition announced on 5 December 2022.
Upon execution of the Call Option, TPDC will contribute its share
of the acquisition consideration, and Wentworth's cash balance and
corporate winding down costs will be shared between M&P and
TPDC.
Commenting, Olivier de Langavant, Chief Executive Officer of
M&P, said: "We are pleased to agree this partnership with TPDC
that will reinforce the basis for the mutual benefit of the next
phase of development at Mnazi Bay. M&P and TPDC have had a long
and successful history and I look forward to this new phase that
will bring about the continued growth and development of Tanzania's
natural gas sector. We would further like to take this opportunity
to thank our partners at TPDC and other Tanzanian Government
stakeholders for working collaboratively to achieve a successful
outcome of the Acquisition."
Background
The Acquisition was approved by Wentworth Shareholders at the
Court Meeting and the General Meeting which were held on 23
February 2023, but remains subject to the satisfaction or (where
capable of being waived) waiver of the other Conditions to the
Acquisition as set out in Part III (Conditions to and certain
further terms of the Acquisition and the Scheme) of the Scheme
Document (the "Scheme Document").
These Conditions include, inter alia, (i) consent from the
Minister responsible for petroleum affairs in Tanzania under the
Petroleum Act 2015 and any other applicable laws ("MoE Consent");
(ii) the waiver of any right of first refusal or pre-emption right
to which by the TPDC is entitled in respect of the Mnazi Bay asset
(the "TPDC Waiver"); and (iii) approval from the Tanzanian Fair
Competition Commission ("FCC") (together the "Governmental Approval
Conditions"), in each case on terms satisfactory to M&P, acting
reasonably.
For further information please contact:
Etablissements Maurel & Prom S.A.
+33 1 53 83 16 00
Olivier de Langavant (CEO)
Pablo Liemann (Business Development Manager)
Matthieu Lefrancq (Business Development)
Hannam & Partners - Financial Advisor
+44 (0) 207 907 8500
Samuel Merlin
Ernest Bell
Mario Doerflinger
Celicourt Communications Limited
+44 (0)7525 951011
+44 (0)7947 868206
Mark Antelme
Philip Dennis
Important information
This announcement 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, or the solicitation of any
vote or approval in any jurisdiction, pursuant to this announcement
or otherwise. Any offer, if made, will be made solely by certain
offer documentation which will contain the full terms and
conditions of any offer, including details of how it may be
accepted.
The distribution of this announcement in jurisdictions other
than the United Kingdom and the availability of any offer to
shareholders of Wentworth who are not resident in the United
Kingdom may be affected by the laws of relevant jurisdictions.
Therefore, any persons who are subject to the laws of any
jurisdiction other than the United Kingdom or shareholders of
Wentworth who are not resident in the United Kingdom will need to
inform themselves about, and observe, any applicable
requirements.
Disclaimer
H&P Advisory Ltd ("Hannam & Partners"), which is
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively for M&P and no-one else in connection
with the possible offer and will not be responsible to anyone other
than M&P for providing the protections afforded to clients of
Hannam & Partners nor for providing advice in relation to the
acquisition or any other matters referred to in this
announcement.
Disclosure requirements of the Code
Rule 8.3
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange 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
securities exchange 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 securities exchange 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 pm (London time) on the 10th business day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 pm (London time) on the 10th business day
following the announcement in which any securities exchange offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange
offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange 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 securities exchange 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 pm (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 a
securities exchange 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, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the 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 Takeover Panel's website at 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. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication of this announcement
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available, subject to certain restrictions
relating to persons resident in restricted jurisdictions, at
https://www.maureletprom.fr/en , by no later than 12 noon (London
time) on 7 December 2023. The content of the website referred to in
this announcement is not incorporated into and does not form part
of this announcement.
For more information, please visit
https://www.maureletprom.fr/en/
Contacts
Maurel & Prom
Press, shareholder and investor relations
Tel: +33 (0)1 53 83 16 45
ir@maureletprom.fr
NewCap
Financial communications and investor relations/Media
relations
Louis-Victor Delouvrier/Nicolas Merigeau
Tel: +33 (0)1 44 71 98 53/+33 (0)1 44 71 94 98
maureletprom@newcap.eu
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END
OUPUNROROUUURUA
(END) Dow Jones Newswires
December 07, 2023 02:00 ET (07:00 GMT)
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