RDS: Proposed offer for Cove Energy plc
PROPOSED CASH OFFER
by
Shell Exploration and Production (XL) B.V. ("Shell Bidco")
(a wholly-owned subsidiary of Royal Dutch Shell plc ("Shell"))
for
Cove Energy plc ("Cove")
1. Highlights
* Proposed Offer of 195 pence in cash for each Cove share.*
* The Proposed Offer values the entire issued and to be issued share capital
of Cove at approximately £992.4 million and would represent a premium of:
* 73.3 per cent. to the closing price of 112.5 pence per Cove share as of 4
January 2012, the last business day prior to Cove's announcement of the
sale process for the company; and
* 28.5 per cent. to the average closing price of 151.75 pence per Cove share
over the five business days ending on 21 February 2012, the last business
day prior to the date of this announcement.
* The making of an announcement of a firm intention to make the Proposed
Offer by Shell Bidco (the "Firm Intention Announcement") is subject to, and
conditional upon, the receipt of written consent of the Republic of
Mozambique's Minister of Mineral Resources (or through one or more
delegated representatives) as required under Article 24.1 of the
Exploration and Production Concession Contract relating to Cove's 8.5 per
cent participating interest in the Mozambique Rovuma Offshore Area 1 Block
(the "Rovuma Area 1 Interest"), such consent to be in a form satisfactory
to Shell Bidco (the "Mozambique Consent").
* The Board of Cove believes that the level and nature of the Proposed Offer
are such that it is in its shareholders' interests to progress matters with
Shell Bidco to the point where such an offer can be made. Accordingly, the
Board of Cove would expect to recommend the Proposed Offer of 195 pence in
cash per Cove share, if made. It has been agreed that, if the Board of Cove
does so recommend the Proposed Offer of 195 pence in cash per Cove share,
each director of Cove will provide a hard irrevocable undertaking to accept
the offer in respect of his own entire beneficial holdings of Cove shares
and those of his family members and related trusts.
* Notwithstanding this announcement, the formal sale process, including the
dispensations granted by the Panel on Takeovers and Mergers in connection
therewith (as detailed in the announcement by Cove on 5 January 2012),
shall continue.