Press release from PR Newswire
Offer by Shell for Cove: Extension of Offer
Thursday, July 12, 2012
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
THE HAGUE, The Netherlands, July 12, 2012 /PRNewswire/ --
- Cash Offer by Shell Exploration and Production (XL) B.V. ("Shell Bidco") for Cove Energy plc ("Cove") Extension of Offer
On 24 April 2012, the boards of Shell Bidco and Cove announced the terms of the cash offer by 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 (the "Offer"). The offer document (the "Offer Document"), which contains, among other things, the full terms and conditions of the Offer and procedures for acceptance of the Offer, was issued by Shell Bidco on 2 May 2012.
On 28 June 2012, Shell Bidco announced the Offer was extended until 1.00 p.m. (London time) on 11 July 2012.
Capitalised terms used in this announcement have the meanings given to them in the Offer Document.
Level of acceptances
As at 1.00 p.m. (London time) on 11 July 2012, Shell Bidco had received valid acceptances of the Offer in respect of 16,066,696 Cove Shares representing approximately 3.27 per cent. of the existing issued share capital of Cove, which Shell Bidco may count towards the satisfaction of the acceptance condition to the Offer. So far as Shell Bidco is aware, none of these acceptances have been received from persons acting in concert with Shell Bidco. Of these acceptances, acceptances have been received in respect of, in aggregate, 4,684,179 Cove Shares (representing approximately 0.95 per cent. of the existing issued share capital of Cove) which were subject to an irrevocable commitment procured by Shell Bidco.
Extension of Offer
The Offer, which remains subject to the terms and conditions set out in the Offer Document, is being extended and will remain open for acceptance until the next closing date which will be 1.00 p.m. (Londontime) on25 July 2012.
To accept the Offer
Cove Shareholders who have not yet accepted the Offer are urged to do so by the following deadlines:
- If you hold Cove Shares in certificated form (that is, not in CREST), you should complete and return the Form of Acceptance as soon as possible and in any event so as to be received by the Receiving Agent, Computershare Investor Services (Ireland) Limited, no later than 1.00 p.m. (London time) on 25 July 2012.
- If you hold your Cove Shares in uncertificated form (that is, in CREST), you should ensure that an electronic acceptance is made by you or on your behalf and that settlement is made no later than 1.00 p.m. (London time) on 25 July 2012.
Full details of how to accept the Offer are set out in the Offer Document, a copy of which is available at Shell's website at http://www.shell.com/home/content/investor/.
Interest in Cove Shares
On 11 July 2012 (being the latest practicable date prior to the publication of this announcement), neither Shell Bidco, nor any person acting in concert with Shell Bidco, is interested in, has any rights to subscribe for any relevant securities of Cove nor does any such person have any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative or any arrangement in relation to any relevant securities of Cove. For these purposes, "arrangement" includes any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of any relevant securities of Cove and any borrowing or lending of any relevant securities of Cove which have not been on-lent or sold and any outstanding irrevocable commitment or letter of intent with respect to any relevant securities of Cove.
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/ by no later than 12 noon (London time) on 13 July 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.
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 is 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 disclaims 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.
Enquiries: Shell Shell Media Relations: +44-207-934-5550, +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) Michael O'Dwyer Ian Hart Andrew Foster +44-207-425-8000
SOURCE Royal Dutch Shell plc