REG-Centrica PLC Cash offer for Venture Production plc
LONDON--(Business Wire)--
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM ANY RESTRICTED JURISDICTION (INCLUDING CANADA AND JAPAN) OR ANY OTHER
JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
10 July 2009
Final Cash Offer by
Centrica Resources (UK) Limited ("Centrica Resources" or the "Offeror"),
a wholly-owned subsidiary of Centrica plc ("Centrica"),
for Venture Production plc ("Venture")
Summary
* Centrica Resources has today increased its stake in Venture from approximately
23.6 per cent. to approximately 29.0 per cent. by the acquisition from 3i Group
plc of its entire 5.4 per cent. stake in Venture.
* Centrica Resources has also today entered into a conditional agreement to
acquire all of the Convertible Bonds held or controlled by 3i Group plc.
* Centrica Resources announces the terms of a final cash offer to acquire the
entire issued (and to be issued) share capital of Venture not already held by
Centrica Resources (the "Offer").
* The Offer will comprise 845 pence in cash for each Venture Share (the "Offer
Price").
* The Offer values Venture's existing issued share capital at approximately £1.3
billion.
* The Offer is final and will not be increased, except that Centrica Resources
reserves the right to revise and/or increase the Offer if a competitive
situation arises.
* The Offer is conditional upon, amongst other things, Centrica Resources
receiving valid acceptances in respect of, or otherwise acquiring, such number
of Venture Shares as to give it an interest of over 50 per cent. of the fully
diluted ordinary share capital of Venture.
* The Offer Price represents a premium of approximately:
* 45.7 per cent. to the closing price of 580.0 pence for each Venture Share on
17 March 2009, the last trading day prior to commencement of the Offer Period;
and
* 87.6 per cent. to the closing price of 450.5 pence for each Venture Share on
13 January 2009, the last trading day prior to market and press speculation
about a potential offer for Venture by Centrica.
* Centrica believes that the Offer represents a compelling opportunity for
Venture Shareholders to realise the value of their Venture Shares in cash at a
significant premium to Venture`s pre-bid speculation share price and at a time
of continuing economic uncertainty and market volatility.
* Approximately 70 per cent. of Venture`s reported 2P reserves are natural gas
rather than oil. Consequently, the future success and financial performance of
Venture as an independent company will depend to a large degree on the future
direction of UK gas prices which have demonstrated considerable volatility over
the last three years. Over recent months, UK gas prices have fallen
significantly and they have not improved as oil prices have done. Since the
start of the year, Front Month NBP gas prices have fallen by over 50 per cent.
(in pounds sterling terms) whilst Front Month Brent Crude oil prices have risen
by approximately 30 per cent. (in US dollar terms) and approximately 16 per
cent. (in pounds sterling terms).
* The acquisition of Venture by the Centrica Group is consistent with Centrica`s
announced strategy of reducing the Centrica Group`s overall exposure to
movements in the wholesale gas price through increased vertical integration. The
proposed acquisition of Venture would contribute towards meeting this strategic
objective by increasing Centrica`s own production and providing an effective
hedge for Centrica`s customer businesses. Centrica`s Board believes that this
increased vertical integration will give Centrica a more robust business model,
able to perform well in both high and low commodity price environments.
* In contrast, Venture does not have a developed integrated platform. It is
directly exposed to low commodity prices with hedging only delaying the impact
of that exposure. In addition, a significant portion of Venture`s 2P reserves
are not yet in production. As a result, Venture`s future success and financial
performance will require significant and sustained investment over the coming
years. Venture`s future standalone prospects are therefore likely to depend in
part on its ability to raise the funds necessary to develop and bring new
projects into production, which in turn will depend on the state of the
financial markets at that time. Centrica provides the financial strength, scale
and support to reduce the risks associated with the development and
commissioning of new projects.
* Centrica believes that the current Venture management and employees are an
important part of the successful implementation of its plans for Venture, and
intends to build on Venture's highly talented group of employees to support the
continued development and expansion of the combined business.
* Commenting on the Offer, Sam Laidlaw, Chief Executive of Centrica, said:
"We are today making what we believe to be an attractive offer to Venture
shareholders, providing both a significant premium to Venture's undisturbed
share price and certainty now through an all cash offer at a time of continuing
weakness in UK gas prices and ongoing economic uncertainty.
This transaction will provide the enlarged group with an enhanced position in
the North Sea and a diversified asset portfolio across a number of asset and
production areas. Centrica`s backing will provide the financial strength
required to develop Venture`s business fully.
We are very pleased to have secured the acquisition of 3i`s stake which
demonstrates the support of another one of Venture`s largest shareholders for
our bid to buy Venture, and so we are now making the Offer directly to Venture's
other shareholders."
This summary should be read in conjunction with, and is subject to, the full
text of the following announcement (including the Appendices).The Offer will be
subject to the Conditions and further terms set out in Appendix 1 of the
following announcement and the terms and conditions to be set out in the Offer
Documentation when issued.Appendix 2 contains definitions of certain terms used
in this summary and the following announcement.Appendix 3 contains the sources
and bases of certain information used in this summary and in the following
announcement.Please carefully read the Offer Documentation in its entirety
before making a decision with respect to the Offer.
Enquiries
Centrica Investor Relations 01753 494 900
Centrica Media Relations 08450 728 001
Julian Metherell Goldman Sachs International 020 7774 1000
Mark Sorrell
Phil Raper
Bob McGuire J.P. Morgan Cazenove 020 7588 2828
Barry Weir
Mark Crossley RBS 020 7678 8000
Andrew Foster
This announcement does not constitute or form part of any offer or invitation to
sell or purchase any securities 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.The Offer will be made solely by the Offer
Documentation which will contain the full terms and conditions of the Offer,
including details of how the Offer may be accepted.Please carefully read the
Offer Documentation in its entirety before making a decision with respect to the
Offer.
Goldman Sachs International, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting for Centrica and the
Offeror as financial adviser in relation to the Offer and is not acting for or
advising any other person and accordingly will not be responsible to any person
other than Centrica and the Offeror for providing the protections afforded to
the customers of Goldman Sachs International or for providing advice in relation
to the contents of this announcement or any offer or arrangements referred to
herein or in the Offer Documentation.
J.P. Morgan Cazenove, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting for Centrica and the Offeror as
financial adviser in relation to the Offer and is not acting for or advising any
other person and accordingly will not be responsible to any person other than
Centrica and the Offeror for providing the protections afforded to the customers
of J.P. Morgan Cazenove or for providing advice in relation to the contents of
this announcement or any offer or arrangements referred to herein or in the
Offer Documentation.
RBS Corporate Finance Limited and RBS Hoare Govett Limited, which are authorised
and regulated in the United Kingdom by the Financial Services Authority, are
acting for Centrica and the Offeror as financial advisers in relation to the
Offer and are not acting for or advising any other person and accordingly will
not be responsible to any person other than Centrica and the Offeror for
providing the protections afforded to the customers of RBS Corporate Finance
Limited and RBS Hoare Govett Limited or for providing advice in relation to the
contents of this announcement or any offer or arrangements referred to herein or
in the Offer Documentation.
The Offer shall be made solely by the Offeror and neither Goldman Sachs
International nor J.P. Morgan Cazenove nor RBS Corporate Finance Limited nor RBS
Hoare Govett Limited nor any of their respective affiliates are making the
Offer.
The Offer is for the securities of a corporation organised under the laws of
Scotland and is subject to the procedure and disclosure requirements of the
United Kingdom, which are different from those of the United States. The Offer
is being made in the United States pursuant to Section 14(e) of, and Regulation
14E under, the US Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subject to the exemptions provided by Rule 14d-1(d) under the Exchange
Act and otherwise in accordance with the requirements of the Code. Accordingly,
the Offer is subject to disclosure and other procedural requirements, including
with respect to withdrawal rights, the offer timetable, settlement procedures
and timing of payments that are different from those applicable under US
domestic tender offer procedures and laws.
It may be difficult for US holders of Venture Shares and other securities to
enforce their rights and any claim arising out of the US federal securities
laws, since the Offeror and Centrica and Venture are located outside of the
United States, and some or all of their officers and directors may be resident
outside of the United States. US holders of Venture securities may not be able
to sue a foreign company or its officers or directors in a foreign court for
violations of the US securities laws. Further, it may be difficult to compel a
foreign company and its affiliates to subject themselves to a US court's
judgment.
To the extent permitted by applicable law, in accordance with, and to the extent
permitted by, the Code and normal UK market practice and Rule 14e-5 under the
Exchange Act, the Offeror or its nominees or brokers (acting as agents) or their
respective affiliates may from time to time make certain purchases of, or
arrangements to purchase, Venture Shares, 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. Such purchases, or arrangements to
purchase, will comply with all applicable UK rules, including the Code and the
rules of the London Stock Exchange, and Rule 14e-5 under the Exchange Act to the
extent applicable. In addition, in accordance with, and to the extent permitted
by, the Code, normal UK market practice and Rule 14e-5 under the Exchange Act,
Goldman Sachs International, J.P. Morgan Cazenove, RBS Corporate Finance
Limited, RBS Hoare Govett Limited and their respective affiliates will continue
to act as exempt principal traders in Venture Shares on the London Stock
Exchange and engage in certain other purchasing activities consistent with their
respective normal and usual practice and applicable law, including Rule 14e-5
under the Exchange Act. Any information about such purchases will be disclosed
on a next day basis to the Panel on Takeovers and Mergers and will be available
from any Regulatory Information Service including the Regulatory News Service on
the London Stock Exchange website, www.londonstockexchange.com. To the extent
that such information is made public in the United Kingdom, this information
will also be publicly disclosed in the United States.
The distribution of this document in jurisdictions other than the United Kingdom
or the United States may be restricted by the laws of those jurisdictions and
therefore persons into whose possession this document comes should inform
themselves about and observe any such restrictions. Failure to comply with any
such restrictions may constitute a violation of the securities laws of any such
jurisdiction.
Unless otherwise determined by the Offeror, 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 (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 securities exchange of any Restricted Jurisdiction (as defined herein)
and will not be capable of acceptance by any such use, means or facility or from
within any such Restricted Jurisdiction. Accordingly, unless otherwise
determined by the Offeror, copies of this announcement and any documentation
relating to the Offer are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in or into or from any
Restricted Jurisdiction and persons receiving such documents (including
custodians, nominees and trustees) must not mail or otherwise forward,
distribute or send any such documents in or into or from any such Restricted
Jurisdiction, as doing so may invalidate any purported acceptance of the Offer.
Any person (including, without limitation, custodians, nominees and trustees)
who would, or otherwise intends to, or who may have a contractual or legal
obligation to, forward this announcement and/or the Offer Documentation and/or
any other related document to any jurisdiction outside the United Kingdom or the
United States should inform themselves of, and observe, any applicable legal or
regulatory requirements of any relevant jurisdiction. Neither the US Securities
and Exchange Commission (the "SEC") nor any US state securities commission has
approved or disapproved this Offer or passed upon the adequacy or completeness
of this document or the Offer Documentation. Any representation to the contrary
is a criminal offence.
This announcement has been prepared for the purposes of complying with English
and Scottish law and the Code and the information disclosed may not be the same
as that which would have been disclosed if this announcement had been prepared
in accordance with the laws and regulations of any jurisdiction outside of
England or Scotland.
Forward-Looking Statements
This announcement, including information included in this announcement, contains
"forward-looking statements" concerning Centrica and the Centrica Group and
Venture and the Venture Group that are subject to risks and uncertainties.
Information in this announcement relating to Venture has been compiled from
published sources. Generally, the words "will", "may", "should", "continue",
"believes", "expects", "intends", "anticipates" or similar expressions identify
forward-looking statements. These forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially from those
expressed in the forward-looking statements. Many of these risks and
uncertainties relate to factors that are beyond the Centrica Group's ability to
control or estimate precisely, such as future market conditions, changes in
regulatory environment and the behaviour of other market participants. Neither
Centrica nor the Offeror can give any assurance that such forward-looking
statements will prove to have been correct. The reader is cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the
date of this document. Neither Centrica nor the Offeror undertakes any
obligation to update or revise publicly any of the forward-looking statements
set out herein, whether as a result of new information, future events or
otherwise, except to the extent legally required.
Nothing contained herein shall be deemed to be a forecast, projection or
estimate of the future financial performance of any member of the Centrica
Group, the Venture Group or the Enlarged Group following completion of the Offer
unless otherwise stated.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any class of
"relevant securities" of Venture, all "dealings" in any "relevant securities" of
that company (including by means of an option in respect of, or a derivative
referenced to, any such "relevant securities") must be publicly disclosed by no
later than 3.30 pm on the Business Day following the date of the relevant
transaction. This requirement will continue until the date on which the Offer
becomes, or is declared, unconditional as to acceptances, lapses or is otherwise
withdrawn or on which the "offer period" otherwise ends. If two or more persons
act together pursuant to an agreement or understanding, whether formal or
informal, to acquire an "interest" in "relevant securities" of Venture, they
will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of Venture by Centrica or Venture, or by any of their respective
"associates", must be disclosed by no later than 12.00 noon on the Business Day
following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Panel`s website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the
Panel`s website. If you are in any doubt as to whether or not you are required
to disclose a "dealing" under Rule 8, you should consult the Panel.
Venture American Depositary Shares
The Offer shall not extend to certain American Depositary Shares ("Venture
ADSs") with respect to Venture Shares. In order for holders of Venture ADSs to
participate in the Offer, such holders would need first to withdraw their
underlying Venture Shares from the relevant depositary facility, by exchanging
their Venture ADSs with the relevant depositary for the underlying Venture
Shares in time to be able to participate in the Offer.
Publication on Centrica website
A copy of this announcement is and will be available free of charge, subject to
certain restrictions relating to persons resident in Restricted Jurisdictions,
for inspection on Centrica's website at www.centrica.com during the course of
the Offer.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM ANY RESTRICTED JURISDICTION (INCLUDING CANADA AND JAPAN) OR ANY OTHER
JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
10 July 2009
Final Cash Offer by
Centrica Resources (UK) Limited ("Centrica Resources" or the "Offeror"),
a wholly-owned subsidiary of Centrica plc ("Centrica"),
for Venture Production plc ("Venture")
1.Introduction
Centrica Resources announces the terms of a final cash offer to acquire the
entire issued and to be issued share capital of Venture not already owned by it
(the "Offer").
On 18 March 2009, Centrica announced that Centrica Resources had acquired a
stake of approximately 22.0 per cent. in Venture and was considering its options
in relation to Venture, including making a possible cash offer for Venture.
Centrica Resources subsequently acquired further Venture Shares to take its
stake in Venture to approximately 23.6 per cent. of the issued share capital of
Venture.
On 17 June 2009, following a request from Venture, the Panel announced that
Centrica must, by 5.00 p.m. on Monday 13 July 2009, either announce a firm
intention to make an offer for Venture under Rule 2.5 of the Code or announce
that it does not intend to make an offer for Venture.
Centrica Resources has today acquired the entire 5.4 per cent. stake in Venture
held by or on behalf of 3i Group plc, thereby increasing its stake in Venture to
approximately 29.0 per cent. of the issued share capital of Venture. Centrica
Resources has also today entered into a conditional agreement to acquire all of
the Convertible Bonds held or controlled by 3i Group plc (as further described
in paragraph 14). Having secured the support of 3i Group plc, one of Venture`s
largest shareholders, Centrica is today announcing the terms of its Offer
directly to all of Venture`s Shareholders.
2.The Offer
The Offer, which is subject to the Conditions and further terms set out below
and in Appendix 1, and to be set out in the Offer Documentation when issued,
will comprise consideration of
845 pence in cash for each Venture Share.
On this basis, the Offer values Venture's existing issued share capital at
approximately
£1.3 billion.
The Offer is final and will not be increased, except that Centrica Resources
reserves the right to revise and/or increase the Offer if a competitive
situation arises.
The Offer Price represents a premium of approximately:
* 45.7 per cent. to the closing price of 580.0 pence for each Venture Share on
17 March 2009, the last trading day prior to commencement of the Offer Period;
and
* 87.6 per cent. to the closing price of 450.5 pence for each Venture Share on
13 January 2009, the last trading day prior to market and press speculation
about a potential offer for Venture by Centrica.
Centrica believes that the Offer represents a compelling opportunity for Venture
Shareholders to realise the value of their Venture Shares in cash at a
significant premium to Venture`s pre-bid speculation share price and at a time
of continuing economic uncertainty and market volatility.
Approximately 70 per cent. of Venture`s reported 2P reserves are natural gas
rather than oil. Consequently, the future success and financial performance of
Venture as an independent company will depend to a large degree on the future
direction of UK gas prices.
Over recent months UK gas prices have fallen significantly and they have not
improved as oil prices have done. Since the start of the year, Front Month NBP
gas prices have fallen by over 50 per cent. (in pounds sterling terms) whilst
Front Month Brent Crude oil prices have risen by approximately 30 per cent. (in
US dollar terms) and approximately 16 per cent. (in pounds sterling terms).
Although gas prices are seasonal, both summer and winter prices have been
falling in 2009: for example, the Winter 2009/10 forward NBP gas price has
fallen by approximately 30 per cent. since the start of the year.
Front Month NBP Gas Price, Front Month Brent Crude Oil Price
and Winter 2009/10 Forward NBP Gas Price since 2 January 2009
[NOTE: THIS GRAPH HAS BEEN REMOVED FROM THE RIS VERSION OF THIS ANNOUNCEMENT FOR TECHNICAL REASONS. THE GRAPH CAN BE VIEWED IN THE .PDF VERSION OF THIS ANNOUNCEMENT AT
www.centrica.com/venture]
Source: IntercontinentalExchange
Notes: Front Month NBP gas prices and Winter 2009/10 forward NBP gas prices in
pence per therm. Front Month Brent Crude oil price in US$ rebased to Front Month
NBP gas price on 2 January 2009
Additionally, UK wholesale gas prices have demonstrated considerable volatility
over the last three years. Uncertainty around the economic environment, the
impact of political instability on European gas supplies and the volume of
liquefied natural gas (LNG) imports to the UK may lead to continued UK gas price
volatility.
Front Month NBP Gas Price since 10 July 2006
[NOTE: THIS GRAPH HAS BEEN REMOVED FROM THE RIS VERSION OF THIS ANNOUNCEMENT FOR TECHNICAL REASONS. THE GRAPH CAN BE VIEWED IN THE .PDF VERSION OF THIS ANNOUNCEMENT AT
www.centrica.com/venture]
Source: IntercontinentalExchange
Note: Front Month NBP gas price in pence per therm
In February 2007, Centrica announced a new group strategy which included
reducing the Centrica Group`s overall exposure to movements in the wholesale gas
price through increased vertical integration. The proposed acquisition of
Venture would contribute towards meeting this strategic objective by increasing
Centrica`s own production and providing an effective hedge for Centrica`s
customer businesses. Centrica`s Board believes that this increased vertical
integration will give Centrica a more robust business model, able to perform
well in both high and low commodity price environments.
In contrast, Venture does not have a developed integrated platform. It is
directly exposed to low commodity prices with hedging only delaying the impact
of that exposure. In addition, a significant portion of Venture`s 2P reserves
are not yet in production. As a result, Venture`s future success and financial
performance will require significant and sustained investment over the coming
years. Venture`s future standalone prospects are therefore likely to depend in
part on its ability to raise the funds necessary to develop and bring new
projects into production, which in turn will depend on the state of the
financial markets at that time. Centrica provides the financial strength, scale
and support to reduce the risks associated with the development and
commissioning of new projects.
3.Centrica's intentions for Venture and Venture's management and employees
Based on the information presently known to it, Centrica intends to continue the
businesses of Venture, including supporting Venture's current activities and its
continued presence in Scotland.
Centrica believes that the current Venture management and employees are an
important part of the successful implementation of its plans for Venture.
Centrica intends to build on Venture's highly talented group of employees to
support the continued development and expansion of the combined business. If the
Offer becomes or is declared unconditional in all respects, Centrica intends
that the existing employment rights of all Venture Group employees would
continue to be safeguarded in accordance with statutory and contractual
requirements.
4.Information on Centrica
The Centrica Group offers a distinctive range of home energy and commercial
solutions, including low-carbon products and services, with its primary
operations in the UK, North America and Europe. The Centrica Group`s overall
business falls into two broad categories - upstream and downstream operations.
The upstream operations generate electricity, produce and store gas and buy and
sell energy internationally. The upstream operations primarily consist of
Centrica Energy in the UK and Norway, Centrica Storage in the UK and Direct
Energy in North America.
The downstream operations supply energy to homes and businesses and provide home
and business energy-related services. In the UK, these are delivered by British
Gas, through its Residential, Business, Services and New Energy divisions.
British Gas supplies gas and electricity for approximately 16.6 million
residential and business customers.
In addition to the Centrica Group's core energy and services business in the UK,
the Centrica Group has built and acquired businesses in liberalising energy
markets where there are good growth opportunities. Currently the Centrica Group
operates in North America (in both Canada and the United States) under Direct
Energy, where it has a large residential and commercial energy supply business,
an energy services business and an upstream business, including a number of
operating gas fields in Alberta and a fleet of power generation assets in Texas.
Centrica Group`s European Energy business has operations principally in the
Netherlands, Spain, Germany and Belgium.
In 2008, the Centrica Group employed on average 32,817 people, reported
operating profit from continuing operations (including joint ventures and
associates stated net of interest and taxation, and before exceptional items and
certain re-measurements) of £1,942 million and adjusted basic earnings per share
of 21.5 pence. For 2008, Centrica paid an ordinary dividend of 12.2 pence per
share. During the 2008 financial year, Centrica invested £737 million in power
and gas assets to supply the UK market.
In December 2008, Centrica completed a £2,164 million rights issue to fund
upstream investments, including a potential acquisition of the interest in Lake
Acquisitions Limited, the vehicle through which Électricité de France S.A.
("EDF") acquired British Energy Group plc ("British Energy"). On 11 May 2009,
Centrica and EDF announced that they had reached a definitive agreement whereby
Centrica will invest £2.3 billion for a 20 per cent. interest in Lake
Acquisitions Limited and the right to take up an interest of up to 20 per cent.
in a joint venture to pursue a planned programme to build four new nuclear power
stations in the UK. As part of the agreements with EDF, EDF will acquire
Centrica's 51 per cent. stake in Belgian generation and supply business SPE S.A.
through the sale of Centrica's indirectly wholly-owned subsidiary Segebel S.A.
for €1.3 billion (£1.2 billion). These transactions are inter-conditional and
are expected to complete towards the end of the third quarter of 2009 once
various necessary regulatory approvals have been received.
5.Information on Venture
Venture is an independent exploration and production company which acquires,
develops and brings into production discovered but undeveloped oil and gas
fields in the North Sea.
Venture reported revenues of £495 million, production of 45,000 barrels of oil
equivalent per day, operating profit of £231 million and profit after tax of £77
million for the financial year ended 31 December 2008.
In the year ended 31 December 2008, Venture had net assets of £424 million and
total assets of £1,499 million. In the year ended 31 December 2008, oil
accounted for approximately 35 per cent. of the Venture Group's total production
and gas approximately 65 per cent., in each case by volume.
6.Financial effects of the acquisition of Venture
As described in paragraph 9 below, the Offer will be financed using a
combination of existing cash resources and new debt facilities. The financial
impact of the acquisition of Venture Shares pursuant to the Offer will depend on
a number of variables, including wholesale gas prices and the number of Venture
Shares that are acquired pursuant to the Offer. Based on Centrica`s assumptions,
including in relation to gas prices, Centrica estimates that the transaction
will be accretive to earnings per share from the first full year after
completion. These statements do not constitute a profit forecast and should not
be interpreted to mean that the earnings per share in any financial period, or
any other financial metrics, will necessarily match or be greater than those for
the relevant preceding period.
7.Venture Share Schemes
The Offer will extend to any Venture Shares unconditionally allotted or issued
and fully paid whilst the Offer remains open for acceptances pursuant to the
exercise of options under any of the Venture Share Schemes or as a result of
vesting pursuant to the Venture Share Schemes.
Participants in the Venture Share Schemes will be written to separately and
appropriate proposals will be made to such participants in due course. Centrica
will take due account of any Venture Share Scheme awards forfeited by an
employee under those schemes or plans as a result of the implementation of the
Offer when determining the terms of that employee`s future participation in
schemes offered at a Centrica level.
8.Conditionality of the Offer
The Offer will be subject to the Conditions and the further terms set out in
Appendix 1 and the terms and conditions to be set out in the Offer Documentation
when issued.
The Offer will be conditional upon, amongst other things:
* Centrica Resources receiving valid acceptances in respect of, or otherwise
holding, such number of Venture Shares so as to give it an interest of over 50
per cent. of the fully diluted ordinary share capital of Venture (or such lower
percentage as Centrica Resources may decide, provided that such condition will
not be satisfied unless Centrica Resources and/or any other members of the
Centrica Group shall have acquired or agreed to acquire, whether pursuant to the
Offer or otherwise, Venture Shares carrying in aggregate more than 50 per cent.
of the voting rights then normally exercisable at general meetings of Venture).
The fully diluted ordinary share capital of Venture comprises:
* all Venture Shares issued and then outstanding;
* the maximum number of Venture Shares issuable upon the conversion of the
Convertible Bonds (or such lower number of Venture Shares as Centrica Resources
may decide); and
* the maximum number of Venture Shares issuable pursuant to the Venture Share
Schemes, whether or not such shares are issued or may become issuable during or
after the Offer Period (or such lower number of Venture Shares as Centrica
Resources may decide);
* the proposed acquisition of Venture not being referred to a serious doubts
investigation under Article 6(1)(c) of Council Regulation (EC) 139/2004 or, if
applicable, to the Competition Commission and, where relevant, upon the
necessary clearances being granted by the appropriate anti-trust and competition
authorities and applicable waiting periods having expired or been terminated
under applicable anti-trust and competition laws; and
* the Secretary of State not having indicated an intention to: (i) revoke or
recommend the revocation of any exploration or production licence held by a
member of the Wider Venture Group; or (ii) require a further change of control
of a member of the Wider Venture Group following a change of control of any of
them as a result of the implementation of the Offer, and on equivalent
indications having been given in respect of such licences issued by the relevant
competent authorities in Trinidad and Tobago.
Centrica has taken advice on anti-trust and regulatory matters on the basis of
which it believes that no material anti-trust or regulatory issues are likely to
arise in relation to the Offer.
9.Financing the Offer
The cash consideration payable by Centrica Resources to Venture Shareholders
under the terms of the Offer will be funded from Centrica's existing cash
resources and committed debt financing for the Offer (and certain other
purposes) to be provided by a number of Centrica's relationship banks, including
JPMorgan Chase Bank N.A., The Royal Bank of Scotland plc, BNP Paribas, HSBC Bank
plc and Lloyds TSB Bank plc.
Goldman Sachs International, J.P. Morgan Cazenove and RBS Corporate Finance
Limited are satisfied that sufficient resources are available to Centrica
Resources to satisfy in full the cash consideration payable under the terms of
the Offer.
10.Disclosure of interests in Venture
Except for the following:
* 43,400,321 Venture Shares held by Centrica Resources or which Centrica
Resources has agreed to acquire; and
* £75,500,000 Convertible Bonds conditionally acquired by Centrica Resources
(based on publicly available information, convertible into 8,251,363 Venture
Shares),
as at the date of this announcement, neither Centrica Resources, nor any of the
directors of Centrica Resources, nor, so far as Centrica Resources is aware, any
person acting in concert (within the meaning of the Code) with Centrica
Resources owns or controls any Venture Shares or any securities convertible or
exchangeable into Venture Shares (including pursuant to any long exposure,
whether conditional or absolute, to changes in the prices of securities) or any
rights to subscribe for or purchase the same, or holds any options (including
traded options) in respect of, or has any option to acquire, any Venture Shares
or has entered into any derivatives referenced to Venture Shares ("Relevant
Venture Shares") which remain outstanding, nor does any such person have any
arrangement in relation to Relevant Venture Shares. An "arrangement" for these
purposes also includes any indemnity or option arrangement, or any agreement or
understanding, formal or informal, of whatever nature, relating to Relevant
Venture Shares which may be an inducement to deal or refrain from dealing in
such securities.
11.Overseas Venture Shareholders
The distribution of this announcement to, and the availability of the Offer to,
persons who are not resident in the United Kingdom may be affected by the laws
of their relevant jurisdiction. Such persons should inform themselves of and
observe any applicable legal or regulatory requirements of their jurisdiction.
Further details in relation to overseas Venture Shareholders will be contained
in the Offer Documentation.
12.Withdrawal rights
Venture Shareholders shall have the ability to withdraw their acceptances only
in limited circumstances to the extent permitted by applicable law and the Code,
as will be described in more detail in the Offer Documentation.
13.Compulsory acquisition, delisting and cancellation of trading
If Centrica Resources receives acceptances of the Offer in respect of, or
otherwise acquires, 90 per cent. or more of the Venture Shares to which the
Offer relates (and, therefore, excluding the Venture Shares currently held by
Centrica Resources) and assuming all other Conditions of the Offer have been
satisfied or waived (if they are capable of being waived), Centrica Resources
intends to exercise its rights pursuant to the provisions of sections 979 to 991
(inclusive) of the Companies Act to acquire compulsorily the remaining Venture
Shares to which the Offer relates on the same terms as the Offer.
If Centrica Resources receives acceptances of the Offer which would result in
Centrica Resources and/or any other members of the Centrica Group holding
Venture Shares carrying in aggregate more than 75 per cent. of the total number
of Venture Shares, Centrica intends to procure that Venture applies to the UK
Listing Authority for the cancellation of listing of Venture Shares on the Daily
Official List and to the London Stock Exchange for the cancellation of admission
to trading of Venture Shares on its main market for listed securities. Following
such cancellation and delisting, Centrica intends to procure that Venture
re-registers from a public limited company to a private limited company. Such
cancellation, delisting and re-registration will significantly reduce the
liquidity and marketability of any Venture Shares not assented to the Offer.
14.Convertible Bonds
Centrica Resources has today entered into a conditional agreement to acquire all
of the Convertible Bonds held or controlled by 3i Group plc. The agreement
between Centrica Resources and 3i Group plc is conditional on the Panel
providing a binding inter partes ruling that the sale and purchase of the
Convertible Bonds:
(i) is not prohibited by Rule 16 of the Code or Rule 5 of the Code; and
(ii) does not trigger any obligations under Rule 6.1 of the Code,
and such ruling of the Panel not being successfully challenged or overturned.
If the condition to the sale and purchase of the Convertible Bonds is satisfied,
and the sale and purchase completes, Centrica Resources will comply with the
requirements of the Code and make an appropriate offer or proposal to the
holders of the other Convertible Bonds. Any such offer for the Convertible Bonds
would be conditional upon the Offer becoming or being declared unconditional in
all respects. Holders of Convertible Bonds currently have the right to exercise
their rights to convert their Convertible Bonds into Venture Shares. If this
occurs, those holders of Convertible Bonds will be entitled to accept the Offer
in respect of the resulting Venture Shares.
The acquisition by Centrica Resources of the Venture Shares held by 3i Group plc
is unconditional.
15.General
This announcement does not constitute an offer to purchase or an invitation to
sell any Venture Shares and any response to the Offer should be made only on the
basis of the information contained in the Offer Documentation.
The Offer Documentation will be posted (other than to Restricted Overseas
Persons) as soon as reasonably practicable after, and in any event within 28
days of, the date of this announcement (unless agreed otherwise with the Panel).
The Offer will be governed by English law and will be subject to the
jurisdiction of the English courts. The Offer will be subject to the applicable
requirements of the Code.
The acquisition of the Venture Shares under the Offer is proposed to be
implemented by way of a takeover offer within the meaning of section 974 of the
Companies Act but, in the event that the board of Venture recommends the Offer,
Centrica Resources may, with the agreement of the board of Venture and the
Panel, elect to implement all or any of those acquisitions by way of scheme(s)
of arrangement pursuant to Part 26 of the Companies Act.
A copy of this announcement is and will be available free of charge, subject to
certain restrictions relating to persons resident in Restricted Jurisdictions,
for inspection on Centrica's website at www.centrica.com during the course of
the Offer.
Appendix 2 contains definitions of certain terms used in this announcement.
Details of the sources and bases of certain information set out in this
announcement are included in Appendix 3.
Enquiries
Centrica Investor Relations 01753 494 900
Centrica Media Relations 08450 728 001
Julian Metherell Goldman Sachs International 020 7774 1000
Mark Sorrell
Phil Raper
Bob McGuire J.P. Morgan Cazenove 020 7588 2828
Barry Weir
Mark Crossley RBS 020 7678 8000
Andrew Foster
This announcement does not constitute or form part of any offer or invitation to
sell or purchase any securities 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.The Offer will be made solely by the Offer
Documentation which will contain the full terms and conditions of the Offer,
including details of how the Offer may be accepted.Please carefully read the
Offer Documentation in its entirety before making a decision with respect to the
Offer.
Goldman Sachs International, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting for Centrica and the
Offeror as financial adviser in relation to the Offer and is not acting for or
advising any other person and accordingly will not be responsible to any person
other than Centrica and the Offeror for providing the protections afforded to
the customers of Goldman Sachs International or for providing advice in relation
to the contents of this announcement or any offer or arrangements referred to
herein or in the Offer Documentation.
J.P. Morgan Cazenove, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting for Centrica and the Offeror as
financial adviser in relation to the Offer and is not acting for or advising any
other person and accordingly will not be responsible to any person other than
Centrica and the Offeror for providing the protections afforded to the customers
of J.P. Morgan Cazenove or for providing advice in relation to the contents of
this announcement or any offer or arrangements referred to herein or in the
Offer Documentation.
RBS Corporate Finance Limited and RBS Hoare Govett Limited, which are authorised
and regulated in the United Kingdom by the Financial Services Authority, are
acting for Centrica and the Offeror as financial advisers in relation to the
Offer and are not acting for or advising any other person and accordingly will
not be responsible to any person other than Centrica and the Offeror for
providing the protections afforded to the customers of RBS Corporate Finance
Limited and RBS Hoare Govett Limited or for providing advice in relation to the
contents of this announcement or any offer or arrangements referred to herein or
in the Offer Documentation.
The Offer shall be made solely by the Offeror and neither Goldman Sachs
International nor J.P. Morgan Cazenove nor RBS Corporate Finance Limited nor RBS
Hoare Govett Limited nor any of their respective affiliates are making the
Offer.
The Offer is for the securities of a corporation organised under the laws of
Scotland and is subject to the procedure and disclosure requirements of the
United Kingdom, which are different from those of the United States. The Offer
is being made in the United States pursuant to Section 14(e) of, and Regulation
14E under, the US Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subject to the exemptions provided by Rule 14d-1(d) under the Exchange
Act and otherwise in accordance with the requirements of the Code. Accordingly,
the Offer is subject to disclosure and other procedural requirements, including
with respect to withdrawal rights, the offer timetable, settlement procedures
and timing of payments that are different from those applicable under US
domestic tender offer procedures and laws.
It may be difficult for US holders of Venture Shares and other securities to
enforce their rights and any claim arising out of the US federal securities
laws, since the Offeror and Centrica and Venture are located outside of the
United States, and some or all of their officers and directors may be resident
outside of the United States. US holders of Venture securities may not be able
to sue a foreign company or its officers or directors in a foreign court for
violations of the US securities laws. Further, it may be difficult to compel a
foreign company and its affiliates to subject themselves to a US court's
judgment.
To the extent permitted by applicable law, in accordance with, and to the extent
permitted by, the Code and normal UK market practice and Rule 14e-5 under the
Exchange Act, the Offeror or its nominees or brokers (acting as agents) or their
respective affiliates may from time to time make certain purchases of, or
arrangements to purchase, Venture Shares, 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. Such purchases, or arrangements to
purchase, will comply with all applicable UK rules, including the Code and the
rules of the London Stock Exchange, and Rule 14e-5 under the Exchange Act to the
extent applicable. In addition, in accordance with, and to the extent permitted
by, the Code, normal UK market practice and Rule 14e-5 under the Exchange Act,
Goldman Sachs International, J.P. Morgan Cazenove, RBS Corporate Finance
Limited, RBS Hoare Govett Limited and their respective affiliates will continue
to act as exempt principal traders in Venture Shares on the London Stock
Exchange and engage in certain other purchasing activities consistent with their
respective normal and usual practice and applicable law, including Rule 14e-5
under the Exchange Act. Any information about such purchases will be disclosed
on a next day basis to the Panel on Takeovers and Mergers and will be available
from any Regulatory Information Service including the Regulatory News Service on
the London Stock Exchange website, www.londonstockexchange.com. To the extent
that such information is made public in the United Kingdom, this information
will also be publicly disclosed in the United States.
The distribution of this document in jurisdictions other than the United Kingdom
or the United States may be restricted by the laws of those jurisdictions and
therefore persons into whose possession this document comes should inform
themselves about and observe any such restrictions. Failure to comply with any
such restrictions may constitute a violation of the securities laws of any such
jurisdiction.
Unless otherwise determined by the Offeror, 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 (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 securities exchange of any Restricted Jurisdiction (as defined herein)
and will not be capable of acceptance by any such use, means or facility or from
within any such Restricted Jurisdiction. Accordingly, unless otherwise
determined by the Offeror, copies of this announcement and any documentation
relating to the Offer are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in or into or from any
Restricted Jurisdiction and persons receiving such documents (including
custodians, nominees and trustees) must not mail or otherwise forward,
distribute or send any such documents in or into or from any such Restricted
Jurisdiction, as doing so may invalidate any purported acceptance of the Offer.
Any person (including, without limitation, custodians, nominees and trustees)
who would, or otherwise intends to, or who may have a contractual or legal
obligation to, forward this announcement and/or the Offer Documentation and/or
any other related document to any jurisdiction outside the United Kingdom or the
United States should inform themselves of, and observe, any applicable legal or
regulatory requirements of any relevant jurisdiction. Neither the US Securities
and Exchange Commission (the "SEC") nor any US state securities commission has
approved or disapproved this Offer or passed upon the adequacy or completeness
of this document or the Offer Documentation. Any representation to the contrary
is a criminal offence.
This announcement has been prepared for the purposes of complying with English
and Scottish law and the Code and the information disclosed may not be the same
as that which would have been disclosed if this announcement had been prepared
in accordance with the laws and regulations of any jurisdiction outside of
England or Scotland.
Forward-Looking Statements
This announcement, including information included in this announcement, contains
"forward-looking statements" concerning Centrica and the Centrica Group and
Venture and the Venture Group that are subject to risks and uncertainties.
Information in this announcement relating to Venture has been compiled from
published sources. Generally, the words "will", "may", "should", "continue",
"believes", "expects", "intends", "anticipates" or similar expressions identify
forward-looking statements. These forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially from those
expressed in the forward-looking statements. Many of these risks and
uncertainties relate to factors that are beyond the Centrica Group's ability to
control or estimate precisely, such as future market conditions, changes in
regulatory environment and the behaviour of other market participants. Neither
Centrica nor the Offeror can give any assurance that such forward-looking
statements will prove to have been correct. The reader is cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the
date of this document. Neither Centrica nor the Offeror undertakes any
obligation to update or revise publicly any of the forward-looking statements
set out herein, whether as a result of new information, future events or
otherwise, except to the extent legally required.
Nothing contained herein shall be deemed to be a forecast, projection or
estimate of the future financial performance of any member of the Centrica
Group, the Venture Group or the Enlarged Group following completion of the Offer
unless otherwise stated.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any class of
"relevant securities" of Venture, all "dealings" in any "relevant securities" of
that company (including by means of an option in respect of, or a derivative
referenced to, any such "relevant securities") must be publicly disclosed by no
later than 3.30 pm on the Business Day following the date of the relevant
transaction. This requirement will continue until the date on which the Offer
becomes, or is declared, unconditional as to acceptances, lapses or is otherwise
withdrawn or on which the "offer period" otherwise ends. If two or more persons
act together pursuant to an agreement or understanding, whether formal or
informal, to acquire an "interest" in "relevant securities" of Venture, they
will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of Venture by Centrica or Venture, or by any of their respective
"associates", must be disclosed by no later than 12.00 noon on the Business Day
following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel`s website at
www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the
Panel`s website. If you are in any doubt as to whether or not you are required
to disclose a "dealing" under Rule 8, you should consult the Panel.
Venture American Depositary Shares
The Offer shall not extend to certain American Depositary Shares ("Venture
ADSs") with respect to Venture Shares. In order for holders of Venture ADSs to
participate in the Offer, such holders would need first to withdraw their
underlying Venture Shares from the relevant depositary facility, by exchanging
their Venture ADSs with the relevant depositary for the underlying Venture
Shares in time to be able to participate in the Offer.
Publication on Centrica website
A copy of this announcement is and will be available free of charge, subject to
certain restrictions relating to persons resident in Restricted Jurisdictions,
for inspection on Centrica's website at www.centrica.com during the course of
the Offer.
APPENDIX 1
CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER
1.Conditions of the Offer
The Offer will be subject to the following Conditions (as amended if
appropriate):
(A) valid acceptances being received (and not, where permitted, withdrawn) by
not later than 1.00 p.m. on the first closing date of the Offer (or such later
time(s) and/or date(s) as the Offeror may, with the consent of the Panel or in
accordance with the Code, decide) in respect of such number of Venture Shares to
which the Offer relates as would result in the Offeror and/or any other members
of the Centrica Group holding Venture Shares carrying in aggregate more than 50
per cent. in nominal value of the aggregate of: (i) the total number of Venture
Shares; (ii) the maximum or such lesser number as the Offeror may decide of the
number of further ordinary shares of Venture as are, or may be required to be,
allotted and/or issued pursuant to the Venture Share Schemes, whether or not
upon the occurrence of certain events or circumstances; and (iii) the maximum or
such lesser number as the Offeror may decide of the number of further ordinary
shares of Venture as are or may be required to be allotted and/or issued
pursuant to the Convertible Bonds, provided that this condition shall not be
satisfied unless the Offeror and/or any other members of the Centrica Group
shall have acquired or agreed to acquire, whether pursuant to the Offer or
otherwise, Venture Shares carrying in aggregate more than 50 per cent. of the
voting rights then normally exercisable at general meetings of Venture and
provided further that, unless the Offeror otherwise determines, this Condition
shall be capable of being satisfied only at a time when all other Conditions set
out in this paragraph 1 have been satisfied or waived. For the purposes of this
Condition:
(i) Venture Shares which have been unconditionally allotted but not issued
before the Offer becomes or is declared unconditional as to acceptances, whether
pursuant to the exercise of any outstanding subscription or conversion rights or
otherwise, shall be deemed to carry the voting rights they will carry on being
entered into the register of members of Venture;
(ii) the expression "Venture Shares to which the Offer relates" shall be
construed in accordance with Part 28 of the Companies Act; and
(iii) Venture Shares that cease to be held in treasury before the Offer becomes
or is declared unconditional as to acceptances are Venture Shares to which the
Offer relates;
(B)either:
(i) following confirmation from the European Commission that the proposed
acquisition of Venture does not constitute a concentration with a Community
dimension within the scope of Council Regulation (EC) 139/2004 (as amended) (for
the purposes of this Condition, the "Regulation"):
(a) the Office of Fair Trading in the United Kingdom or the appropriate Minister
indicating, in terms satisfactory to the Offeror, that it is not the intention
of the Office of Fair Trading or the appropriate Minister to refer the proposed
acquisition of Venture by the Offeror or any matter arising therefrom or related
thereto to the Competition Commission and the deadline for appealing the
relevant decision to the Competition Appeal Tribunal having expired with no
appeal having been lodged beforehand; and
(b) the Netherlands Competition Authority (Nederlandse Mededingingsautoriteit):
(1) deciding that the proposed acquisition of Venture does not give rise to a
concentration falling within the scope of Section 5 of the Dutch Competition Act
(Mededingingswet); or
(2) granting a clearance on terms satisfactory to the Offeror, declaring that
the acquisition does not require a permit, or is deemed to have granted such a
clearance, under Article 37 of the Dutch Competition Act;
or
(ii) insofar as the proposed acquisition of Venture constitutes, or is deemed to
constitute, a concentration with a Community dimension within the scope of the
Regulation:
(a) the European Commission indicating, in terms satisfactory to the Offeror,
that it does not intend to initiate proceedings under Article 6(1)(c) of the
Regulation in respect of the proposed acquisition of Venture by the Offeror (or
being deemed to have done so under Article 10(6) of the Regulation);
(b) in the event that a decision under Article 9(3) of the Regulation has been
made by the European Commission, referring the merger to the Office of Fair
Trading and/or the Netherlands Competition Authority, the Conditions above at
(B)(i)(a) and/or (B)(i)(b) as applicable being satisfied in respect of such a
reference; and where such a reference or references relate to part only of the
acquisition, the European Commission having adopted a decision referred to in
sub-clause (B)(ii)(a) above in respect of the part of the merger not referred to
the Office of Fair Trading and/or the Netherlands Competition Authority; and
(c) no indication having been made that a European Union or EFTA state may take
appropriate measures to protect legitimate interests pursuant to Article 21(4)
of the Regulation in relation to the proposed acquisition of Venture by the
Offeror or any aspect of such acquisition;
(C) there being no provision of any agreement, arrangement, licence, permit or
other instrument to which any member of the Wider Venture Group is a party or by
or to which any such member or any of its assets may be bound, entitled or
subject, which in consequence of the Offer or the proposed acquisition of any
shares or other securities in Venture or because of a change in the control or
management of Venture or otherwise, could or might result in:
(i) any moneys borrowed by or any other indebtedness (actual or contingent) of,
or grant available to, any such member being or becoming repayable or capable of
being declared repayable immediately or earlier than their or its stated
maturity date or repayment date or the ability of any such member to borrow
moneys or incur any indebtedness being withdrawn or inhibited or being capable
of becoming or being withdrawn or inhibited;
(ii) any such agreement, arrangement, licence, permit or instrument or the
rights, liabilities, obligations or interests of any such member thereunder
being terminated or modified or affected or any obligation or liability arising
or any action being taken or arising thereunder;
(iii) any assets or interests of any such member being or falling to be disposed
of or charged or any right arising under which any such asset or interest could
be required to be disposed of or charged;
(iv) the creation or enforcement of any mortgage, charge or other security
interest over the whole or any part of the business, property or assets of any
such member;
(v) the rights, liabilities, obligations or interests of any such member in, or
the business of any such member with, any person, firm or body (or any
arrangement or arrangements relating to any such interest or business) being
terminated, modified or affected;
(vi) the value of any such member or its financial or trading position or
prospects being prejudiced or adversely affected;
(vii) any such member ceasing to be able to carry on business under any name
under which it presently does so; or
(viii) the creation of any liability, actual or contingent, by any such member,
and no event having occurred which, under any provision of any agreement,
arrangement, licence, permit or other instrument to which any member of the
Wider Venture Group is a party or by or to which any such member or any of its
assets may be bound, entitled or subject, could result in any of the events or
circumstances as are referred to in sub-paragraphs (i) to (viii) of this
Condition;
(D) without prejudice to any other paragraph of this section 1 of this Appendix
1:
(i) the Secretary of State not having indicated an intention to: (i) revoke or
recommend the revocation of any exploration or production licence held by a
member of the Wider Venture Group; or (ii) to require a further change of
control of Venture or a member of the Wider Venture Group following a change of
control of any of them, as a result of the implementation of the Offer; and
(ii) any necessary consents or approvals from the competent authorities in
Trinidad and Tobago (including, but not limited to, the Minister of Energy and
Energy Industries) having been obtained so as to enable any exploration or
production licence held by a member of the Wider Venture Group to continue in
full force and effect once the Offer has been declared wholly unconditional and
no such authority having indicated an intention to: (i) revoke or recommend the
revocation of any exploration or production licence held by a member of the
Wider Venture Group; or (ii) require a further change of control of Venture or a
member of the Wider Venture Group following a change of control of any of them,
as a result of the implementation of the Offer;
(E) no government or governmental, quasi-governmental, supranational, statutory,
regulatory, environmental or investigative body, court, trade agency,
association, institution or any other body or person whatsoever in any
jurisdiction (each a "Third Party") having decided to take, institute, implement
or threaten any action, proceeding, suit, investigation, enquiry or reference,
or enacted, made or proposed any statute, regulation, decision or order, or
having taken any other steps which would or might be expected to:
(i) require, prevent or delay the divestiture, or alter the terms envisaged for
any proposed divestiture by any member of the Wider Centrica Group or any member
of the Wider Venture Group of all or any portion of their respective businesses,
assets or property or impose any limitation on the ability of any of them to
conduct their respective businesses (or any of them) or to own any of their
respective assets or properties or any part thereof;
(ii) require, prevent or delay the divestiture by any member of the Wider
Centrica Group of any shares or other securities in Venture;
(iii) impose any limitation on, or result in a delay in, the ability of any
member of the Wider Centrica Group directly or indirectly to acquire or to hold
or to exercise effectively any rights of ownership in respect of shares or loans
or securities convertible into shares or any other securities (or the
equivalent) in any member of the Wider Venture Group or the Wider Centrica Group
or to exercise management control over any such member;
(iv) otherwise adversely affect the business, assets, profits or prospects of
any member of the Wider Centrica Group or of any member of the Wider Venture
Group;
(v) make the Offer or its implementation or the acquisition or proposed
acquisition by the Offeror or any member of the Wider Centrica Group of any
shares or other securities in, or control of, Venture void, illegal, and/or
unenforceable under the laws of any jurisdiction, or otherwise, directly or
indirectly, restrain, restrict, prohibit, delay or otherwise interfere with the
same, or impose additional conditions or obligations with respect thereto, or
otherwise challenge or interfere therewith;
(vi) require any member of the Wider Centrica Group or the Wider Venture Group
to offer to acquire any shares or other securities (or the equivalent) or
interest in any member of the Wider Venture Group or the Wider Centrica Group
owned by any third party;
(vii) impose any limitation on the ability of any member of the Wider Venture
Group to co-ordinate its business, or any part of it, with the businesses of any
other members; or
(viii) result in any member of the Wider Venture Group ceasing to be able to
carry on business under any name under which it presently does so,
and all applicable waiting and other time periods during which any such Third
Party could institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference or any other step under the laws of any
jurisdiction in respect of the Offer or the acquisition or proposed acquisition
of any Venture Shares having expired, lapsed or been terminated;
(F) all necessary filings or applications having been made in connection with
the Offer and all statutory or regulatory obligations in any jurisdiction having
been complied with in connection with the Offer or the acquisition by any member
of the Wider Centrica Group of any shares or other securities in, or control of,
Venture and all authorisations, orders, recognitions, grants, consents,
licences, confirmations, clearances, permissions, waiver of pre-emption rights
and approvals deemed necessary or appropriate by the Offeror or any member of
the Wider Centrica Group for or in respect of the Offer or the proposed
acquisition of any shares or other securities in, or control of, Venture by any
member of the Wider Centrica Group having been obtained from all appropriate
Third Parties or persons with whom any member of the Wider Venture Group has
entered into contractual arrangements and all such authorisations, orders,
recognitions, grants, consents, licences, confirmations, clearances,
permissions, waiver of pre-emption rights and approvals together with all
material authorisations orders, recognitions, grants, licences, confirmations,
clearances, permissions, waiver of pre-emption rights and approvals necessary or
appropriate to carry on the business of any member of the Wider Venture Group
remaining in full force and effect and all filings necessary for such purpose
having been made and there being no notice or intimation of any intention to
revoke or not to renew any of the same at the time at which the Offer becomes
otherwise unconditional and all necessary statutory or regulatory obligations in
any jurisdiction having been complied with;
(G) except as publicly announced by Venture in accordance with the Listing Rules
or the Disclosure Rules and Transparency Rules prior to the date of this
announcement, no member of the Wider Venture Group having, since 31 December
2008:
(i) save for Venture Shares issued pursuant to the exercise of options granted
under the Venture Share Schemes, issued, authorised or proposed the issue of
additional shares of any class;
(ii) save for the grant of options under the Venture Share Schemes in the
ordinary course, issued or agreed to issue, authorised or proposed the issue of
securities convertible into shares of any class or rights, warrants or options
to subscribe for, or acquire, any such shares or convertible securities;
(iii) recommended, declared, paid or made or proposed to recommend, declare, pay
or make any bonus, dividend or other distribution whether payable in cash or
otherwise;
(iv) merged or demerged with any body corporate or acquired or disposed of or
transferred, mortgaged or charged or created any security interest over any
assets or any right, title or interest in any asset (including shares and trade
investments) or authorised or proposed or announced any intention to propose any
merger, demerger, acquisition or disposal, transfer, mortgage, charge or
security interest, in each case;
(v) made or authorised or proposed or announced an intention to propose any
change in its loan capital;
(vi) issued, authorised or proposed the issue of any debentures or, save in the
ordinary course of business, incurred or increased any indebtedness or become
subject to any contingent liability;
(vii) purchased, redeemed or repaid or announced any proposal to purchase,
redeem or repay any of its own shares or other securities or reduced or, save in
respect to the matters mentioned in sub-paragraph (i) above, made any other
change to any part of its share capital;
(viii) implemented, or authorised, proposed or announced its intention to
implement, any reconstruction, amalgamation, scheme, commitment or other
transaction or arrangement or entered into or changed the terms of any contract
with any director or senior executive;
(ix) entered into or varied or authorised, proposed or announced its intention
to enter into or vary any contract, transaction or commitment (whether in
respect of capital expenditure or otherwise) which is of a long term, onerous or
unusual nature or magnitude or which is or could be restrictive on the
businesses of any member of the Wider Venture Group or the Wider Centrica Group
or which involves or could involve an obligation of such a nature or magnitude
or which is other than in the ordinary course of business;
(x) taken any corporate action or had any legal proceedings started or
threatened against it for its winding-up, dissolution or reorganisation or for
the appointment of a receiver, administrative receiver, administrator, trustee
or similar officer of all or any of its assets or revenues or any analogous
proceedings in any jurisdiction or had any such person appointed;
(xi) entered into any contract, transaction or arrangement which would be
restrictive on the business of any member of the Wider Venture Group or the
Wider Centrica Group;
(xii) waived or compromised any claim otherwise than of an immaterial amount in
the ordinary course of business;
(xiii) entered into any contract, commitment, arrangement or agreement or passed
any resolution or made any offer (which remains open for acceptance) with
respect to or announced any intention to, or to propose to, effect any of the
transactions, matters or events referred to in this Condition; or
(xiv) proposed, agreed to provide or modified the terms of any Venture Share
Scheme, incentive scheme or other benefit relating to the employment or
termination of employment of any person employed by the Wider Venture Group;
(H) except as disclosed in the accounts for the year then ended, or publicly
announced in accordance with the Listing Rules or the Disclosure Rules and
Transparency Rules by Venture prior to the date of this announcement, since 31
December 2008:
(i) no adverse change or deterioration having occurred in the business, assets,
financial or trading position or profits or prospects of any member of the Wider
Venture Group;
(ii) no litigation, arbitration proceedings, prosecution or other legal
proceedings to which any member of the Wider Venture Group is or may become a
party (whether as a plaintiff, defendant or otherwise) and no investigation by
any Third Party against or in respect of any member of the Wider Venture Group
having been instituted announced or threatened by or against or remaining
outstanding in respect of any member of the Wider Venture Group;
(iii) no contingent or other liability having arisen or become apparent to the
Offeror; and
(iv) no steps having been taken which are likely to result in the withdrawal,
cancellation, termination or material modification of any licence held by any
member of the Wider Venture Group;
(I) the Offeror not having discovered:
(i) that any financial, business or other information concerning the Wider
Venture Group as contained in the information publicly disclosed at any time by
or on behalf of any member of the Wider Venture Group is misleading, contains a
misrepresentation of fact or omits to state a fact necessary to make that
information not misleading;
(ii) that any member of the Wider Venture Group or a partnership, company or
other entity in which any member of the Wider Venture Group has a significant
economic interest and which is not a subsidiary undertaking of Venture is
subject to any liability (contingent or otherwise) which is not disclosed in the
annual report and accounts of Venture for the year ended 31 December 2008; or
(iii) any information which affects the import of any information disclosed at
any time by or on behalf of any member of the Wider Venture Group; and
(J) the Offeror not having discovered that:
(i) any past or present member of the Wider Venture Group has failed to comply
with any and/or all applicable legislation or regulation, of any jurisdiction
with regard to the disposal, spillage, release, discharge, leak or emission of
any waste or hazardous substance or any substance likely to impair the
environment or harm human health or animal health or otherwise relating to
environmental matters, or that there has otherwise been any such disposal,
spillage, release, discharge, leak or emission (whether or not the same
constituted a non-compliance by any person with any such legislation or
regulations, and wherever the same may have taken place) any of which disposal,
spillage, release, discharge, leak or emission would be likely to give rise to
any liability (actual or contingent) on the part of any member of the Wider
Venture Group; or
(ii) there is, or is likely to be, for that or any other reason whatsoever, any
liability (actual or contingent) of any past or present member of the Wider
Venture Group to make good, repair, reinstate or clean up any property or any
controlled waters now or previously owned, occupied, operated or made use of or
controlled by any such past or present member of the Wider Venture Group, under
any environmental legislation, regulation, notice, circular or order of any
government, governmental, quasi-governmental, state or local government,
supranational, statutory or other regulatory body, agency, court, association or
any other person or body in any jurisdiction.
2.Certain further terms of the Offer
(A) The Offeror reserves the right to waive, in whole or in part, all or any of
the Conditions above, except for Condition 1(A).
(B) Conditions 1(B) to 1(J) (inclusive) must be fulfilled, or waived, by
midnight on the 21st day after the later of the first closing date of the Offer
and the date on which Condition 1(A) is fulfilled (or in each such case such
later date as the Offeror may, with the consent of the Panel, decide). The
Offeror shall be under no obligation to waive or treat as satisfied any of
Conditions 1(B) to 1(J) (inclusive) by a date earlier than the latest date
specified above for the satisfaction thereof, notwithstanding that the other
Conditions of the offer may at such earlier date have been waived or fulfilled
and that there are at such earlier date no circumstances indicating that any of
such Conditions may not be capable of fulfilment.
(C) Except with the Panel`s consent, Centrica Resources will not invoke any of
the Conditions 1(B) to 1(J) so as to cause the Offer not to proceed, to lapse or
to be withdrawn unless the circumstances which give rise to the right to invoke
the relevant Condition are of material significance to Centrica Resources in the
context of the Offer.
(D)If the Offeror is required by the Panel to make an offer for Venture Shares
under the provisions of Rule 9 of the Code, the Offeror may make such
alterations to any of the above Conditions as are necessary to comply with the
provisions of that Rule.
(E)The Offer is final and will not be increased, except that Centrica Resources
reserves the right to revise and/or increase the Offer if a competitive
situation arises.
(F) Venture Shares acquired under the Offer will be acquired fully paid and free
from all liens, equities, charges, encumbrances, options, rights of pre-emption
and any other third party rights and interests of any nature and together with
all rights now or hereafter attaching or accruing to them, including voting
rights and the right to receive and retain in full all dividends and other
distributions (if any) declared, made or paid on or after the date of this
announcement. Accordingly, insofar as a dividend and/or a distribution and/or a
return of capital is proposed, declared, made, paid or payable by Venture in
respect of a Venture Share after the date of this announcement, the price
payable under the Offer in respect of a Venture Share will be reduced by the
amount of the dividend and/or distribution and/or return of capital except
insofar as the Venture Share is or will be transferred pursuant to the Offer on
a basis which entitles the Offeror alone to receive the dividend and/or
distribution and/or return of capital and to retain it. To the extent that a
reduction in the price payable pursuant to the Offer in respect of a Venture
Share is to apply in respect of a dividend and/or distribution and/or return of
capital but that reduction in price has not been effected, the person to whom
the Offer price is paid in respect of that Venture Share will be obliged to
account to the Offeror for the amount of such dividend or distribution.
(G) In the event that the board of Venture recommends the Offer, the Offeror
reserves the right, with the agreement of the board of Venture and the Panel (if
required), to elect to implement the Offer by way of scheme(s) of arrangement
pursuant to Part 26 of the Companies Act. In such event, such offer will be
implemented on the same terms (subject to appropriate amendments as may be
required by law or regulation), so far as applicable, as those that would apply
to the Offer. In particular, Condition 1(A) will not apply and the Scheme will
become effective and binding following:
(i) approval of the Scheme at the court meeting (or any adjournment thereof) by
a majority of the Venture Shareholders present and voting either in person or by
proxy representing 75 per cent. or more in value of Venture Shareholders;
(ii) the resolutions required to approve and implement the Scheme being those
set out in the notice of general meeting of the Venture Shareholders being
passed by the requisite majority at such general meeting; and
(iii) the sanction of the Scheme and confirmation of any associated reduction of
capital by the Court (in each case with or without modification, and any such
modification to be on terms reasonably acceptable to Venture and the Offeror)
and an office copy of the order of the Court sanctioning the Scheme and
confirming the cancellation of share capital which forms part of it being
delivered for registration to the Registrar of Companies in Scotland and being
registered by him.
(H) The Offer will lapse if (unless otherwise agreed by the Panel) it:
(i) is referred to a serious doubts investigation under Article 6(1)(c) of
Council Regulation (EC) 139/2004; or
(ii) is referred to the Competition Commission,
before 1.00 p.m. on the first closing date of the Offer or the date on which the
Offer becomes or is declared unconditional as to acceptances, whichever is the
later.
(I) If the Offer lapses it will cease to be capable of further acceptance.
Venture Shareholders who have accepted the Offer and the Offeror shall then
cease to be bound by acceptances delivered on or before the date on which the
Offer lapses.
(J) The availability of the Offer to persons not resident in the United Kingdom
or in the United States may be affected by the laws of the relevant
jurisdictions. Persons who are not resident in the United Kingdom or in the
United States should inform themselves about and observe any applicable
requirements.
(K) The Offer will not be made, directly or indirectly, in or into, or by use of
the mails of, or by any means or instrumentality (including, without limitation,
facsimile transmission, telex, telephone, internet or e-mail) of interstate or
foreign commerce of, or of any facility of a national securities exchange of,
any Restricted Jurisdiction and the Offer will not be capable of acceptance by
any such use, means, instrumentality or facility or from within any Restricted
Jurisdiction.
(L)The Offer will be on the terms and will be subject to the Conditions set out
in paragraph 1 above, those terms which will be set out in the Offer
Documentation and such further terms as may be required to comply with the
Listing Rules and the provisions of the Code.This announcement does not
constitute an offer or invitation to purchase Venture Shares or any other
securities.
(M) The Offer will be governed by English law and be subject to the jurisdiction
of the English courts and to the Conditions set out below and in the formal
Offer Documentation (including any applicable Form of Acceptance). The Offer
will comply with the applicable rules and regulations of the Financial Services
Authority and the London Stock Exchange and the Code.
(N) If:
(i) the Offeror waives, in whole or in part, all or any of the Conditions above
(excluding Condition 1(A)), as set out in paragraph 2(A) above; or
(ii) the Offeror is required by the Panel to make an offer for Venture Shares
under the provisions of Rule 9 of the Code, and the Offeror alters any of the
above Conditions as necessary to comply with the provisions of that Rule, as set
out in paragraph 2(D) above; or
(iii) the price payable under the Offer in respect of a Venture Share is reduced
by the amount of a dividend and/or a distribution and/or a return of capital
(where the Venture Share is or will not be transferred pursuant to the Offer on
a basis which entitles the Offeror alone to receive the dividend and/or
distribution and/or return of capital and to retain it), as set out in paragraph
2(E) above,
Centrica will extend the Offer Period and take such further action as required
by the Code or other applicable law.
APPENDIX 2
Definitions
The following definitions apply throughout this document and the accompanying
documents, unless otherwise stated or the context otherwise requires:
"2P reserves" proven reserves plus probable reserves;
"Board" the board of directors of Centrica;
"Business Day" any day, other than a Saturday, Sunday or public or bank holiday, on which banks are generally open for business in the City of London;
"Centrica" Centrica plc, a company incorporated under the Companies Act 1985 (registered under number 3033654, with registered office at Millstream, Maidenhead Road, Windsor,
Berkshire SL4 5GD);
"Centrica Group" Centrica and each of its subsidiaries and subsidiary undertakings from time to time;
"Centrica Resources" or "Offeror" Centrica Resources (UK) Limited, a company incorporated under the Companies Act 1985 (registered under number 6791610, with registered office at Millstream, Maidenhead
Road, Windsor, Berkshire SL4 5GD);
"Code" the City Code on Takeovers and Mergers;
"Companies Act" the Companies Act 2006 (as amended);
"Conditions" the conditions to the Offer which are set out in paragraph
1 of Appendix 1 to this announcement;
"Convertible Bonds" the 3.25 per cent. convertible unsecured bonds due in 2010 issued by Venture;
"Daily Official List" the Daily Official List published by the London Stock Exchange;
"Disclosures Rules and Transparency Rules" the rules and regulations made by the Financial Services Authority in its capacity as the UK Listing Authority under the Financial Services and Markets Act 2000, and
contained in the UK Listing Authority's publication of the same name;
"Enlarged Group" the combined Centrica Group and Venture Group from the date on which the Offer becomes or is declared wholly unconditional;
"Exchange Act" the United States Securities and Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;
"Form of Acceptance" the form of acceptance, and authority, relating to the Offer which will accompany the Offer Document;
"Front Month" the price for delivery over the course of the calendar month immediately following the month in which the trade date occurred;
"Goldman Sachs International" Goldman Sachs International, financial adviser to Centrica and Centrica Resources and corporate broker to Centrica and Centrica Resources;
"J.P. Morgan Cazenove" J.P. Morgan Cazenove Limited, financial adviser to Centrica and Centrica Resources;
"Listing Rules" the rules and regulations made by the Financial Services Authority in its capacity as the UK Listing Authority under the Financial Services and Markets Act 2000, and
contained in the UK Listing Authority's publication of the same name;
"London Stock Exchange" London Stock Exchange plc;
"NBP" the National Balancing Point, a virtual trading location for the sale and purchase of UK natural gas;
"the Netherlands" the Kingdom of the Netherlands;
"Offer" the cash offer to be made by Centrica Resources to acquire all the Venture Shares not already owned by Centrica Resources and, where the context so requires, any
subsequent revision, variation, extension or renewal thereof;
"Offer Document" the document to be posted to Venture Shareholders and others following the date of this announcement containing, amongst other things, the terms and conditions of the
Offer and certain information about Venture, Centrica Resources and the Centrica Group;
"Offer Documentation" the Offer Document and the accompanying Form of Acceptance to be posted to Venture Shareholders and others following the date of this announcement;
"Offer Period" the period commencing on (and including) 18 March 2009 and ending on the date on which the Offer becomes or is declared wholly unconditional as to acceptances or lapses;
"Offer Price" 845 pence per Venture Share;
"Panel" the Panel on Takeovers and Mergers;
"pounds sterling", "£" or "pence" the lawful currency of the United Kingdom;
"probable reserves" those reserves which are not yet proven but which, on the available evidence and taking into account technical and economic factors, have a better than 50 per cent.
chance of being produced;
"proven reserves" those reserves which, on the available evidence and taking into account technical and economic factors, have a better than 90 per cent. chance of being produced;
"RBS" RBS Corporate Finance Limited and RBS Hoare Govett Limited, financial advisers to Centrica and Centrica Resources;
"Regulatory Information Service" any of the services set out in Appendix 3 to the Listing Rules;
"Restricted Jurisdiction" Canada, Japan and any other jurisdiction where the relevant action would constitute a violation of the relevant laws and regulations of such jurisdiction or would result
in a requirement to comply with any governmental or other consent or any registration, filing or other formality which Centrica Resources regards as unduly onerous;
"Restricted Overseas Person" a person (including an individual, partnership, unincorporated syndicate, limited liability company, unincorporated organisation, trust, trustee, executor, administrator
or other legal representative) in, or resident in, or any person whom Centrica Resources believes to be in, or resident in, any jurisdiction (other than persons in the
UK) whom Centrica Resources determines to treat as restricted overseas persons in order to observe the laws of such jurisdiction or to avoid the requirement to comply
with any governmental or other consent or any registration, filing or other formality which Centrica Resources regards as unduly onerous;
"Scheme" a scheme of arrangement under Part 26 of the Companies Act between Venture and the Venture Shareholders (should the Offeror elect to make the Offer by way of a scheme of
arrangement (as that term is defined in the Companies Act));
"Secretary of State" has the meaning given to that term in the Petroleum Act 1998;
"Third Party" any central bank, ministry, governmental, quasi-governmental (including the European Union), supranational, statutory, regulatory or investigative body or authority
(including any national or supranational anti-trust or merger control authority), national, state, municipal or local government (including any subdivision, court,
administrative agency or commission or other authority thereof), private body exercising any regulatory, taxing, importing or other authority, trade agency, association,
institution or professional or environmental body or any other person or body whatsoever in any relevant jurisdiction, including for the avoidance of doubt the Panel;
"Trinidad and Tobago" the Republic of Trinidad and Tobago;
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland;
"United States" or "US" the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia and all other areas subject to its
jurisdiction;
"Venture" Venture Production plc, a company incorporated under the Companies Act 1985 (registered under number SC169182, with registered office at 34 Albyn Place, Aberdeen AB10
1FW);
"Venture Group" Venture and each of its subsidiaries and subsidiary undertakings from time to time;
"Venture Shareholders" the holders of Venture Shares, from time to time;
"Venture Shares" the existing unconditionally allotted or issued and fully paid (or credited as fully paid) ordinary shares of 0.4 pence each in the capital of Venture and any further
such shares which are unconditionally allotted or issued on or prior to the date on which the Offer closes or, subject to the provisions of the Code, such earlier date or
dates as the Offeror may decide;
"Venture Share Schemes" the Venture Share Incentive Plan, the 2006 Long Term Share Incentive Plan, the 2008 Long Term Share Incentive Plan, the Annual Deferred Share Bonus Plan, the Employee
Annual Bonus Plan, the Venture Production Company Limited Unapproved Share Option Plan, the Venture Production plc 2002 Employee Share Option Scheme and any other
arrangements for involving the employees of Venture and/or members of the Venture Group in the share capital of Venture;
"Wider Centrica Group" Centrica and its subsidiary undertakings, associated undertakings and any other undertaking in which Centrica and/or any such subsidiary or associated undertakings
(aggregating their interests) has or together have a direct or indirect interest in ten per cent. or more of the equity share capital (as defined in the Companies Act);
and
"Wider Venture Group" Venture and its subsidiary undertakings, associated undertakings and any other undertaking in which Venture and/or any such subsidiary or associated undertakings
(aggregating their interests) has or together have a direct or indirect interest in ten per cent. or more of the equity share capital (as defined in the Companies Act).
For the purposes of this announcement "subsidiary", "subsidiary undertaking",
and "undertaking" have the meanings given by the Companies Act and "associated
undertaking" has the meaning given by paragraph 19 of Schedule 6 to the Large
and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008
other than paragraph 19(1)(b) of Schedule 6 to those Regulations.
Certain other capitalised terms not otherwise defined above are defined and used
elsewhere in this document.
All times referred to in this document are London times unless otherwise stated.
APPENDIX 3
SOURCES OF INFORMATION AND BASES OF CALCULATION
In this announcement:
1. Unless otherwise stated:
* financial information relating to the Centrica Group has been extracted or
derived (without any adjustment) from Centrica's audited annual report and
accounts for the financial year ended 31 December 2008; and
* financial information relating to the Venture Group has been extracted or
derived (without any adjustment) from Venture's audited annual report and
accounts for the financial year ended 31 December 2008.
2. The value placed by the Offer on the entire existing issued share capital,
and other statements (including the size of shareholdings) made by reference to
the existing issued share capital, of Venture are based on, as applicable, the
Offer Price of 845 pence per Venture Share and 149,769,828 Venture Shares being
in issue (as sourced from the Regulatory Information Service announcement
released by Venture on 18 March 2009).
3. Unless otherwise stated, all prices quoted for Venture Shares have been
derived from the Daily Official List of the London Stock Exchange and represent
closing middle market prices on the relevant date.
4. The Offer Price premium calculations have been calculated by reference to
prices of:
* 580.0 pence per Venture Share, being the closing price on 17 March 2009, the
last trading day prior to commencement of the Offer Period; and
* 450.5 pence per Venture Share, being the closing price on 13 January 2009, the
last trading day prior to market and press speculation about a potential offer
for Venture by Centrica.
5. The information relating to Venture`s 2P reserves is extracted from, derived
from or based on (as applicable) Venture`s announcement, titled "Independent
Reserves and Contingent Resources Assessment", dated 14 May 2009, in which
Venture announced the results of an independent reserves and contingent
resources evaluation of its asset base, as of 31 March 2009.
6. The information relating to Front Month NBP gas prices, Front Month Brent
Crude oil prices and Winter 2009/10 forward NBP gas prices (including the graphs
relating to those prices) is derived from data sourced from
IntercontinentalExchange.
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