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Title Statement re Possible Offer (23-Jul-2010) Hit 3422
Write 박광남 Date 2010-08-17
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.


 


23 July 2010


 








STATEMENT FROM KOREA NATIONAL OIL CORPORATION ("KNOC")


Indicative cash proposal for Dana Petroleum plc ("Dana Petroleum" or the "Company")


 


 


KNOC is today updating the market in relation to its approach to Dana Petroleum.  Following discussions with the management and advisers of Dana Petroleum, on 14 July 2010, KNOC submitted an indicative cash proposal to acquire the entire issued and to be issued share capital of Dana Petroleum at a price of 1,800 pence per Dana Petroleum ordinary share (the "Proposal").  This revised Proposal followed an original indicative proposal of 1,700 pence per share tabled by KNOC on 17 June 2010.


 


KNOC has not yet received a satisfactory response from Dana Petroleum to enable both parties to move forward on the basis of this revised Proposal.


 


This is an announcement falling under Rule 2.4 of the City Code on Takeovers and Mergers (the "Code").  It does not represent a firm intention to make an offer under Rule 2.5 of the Code.  Accordingly, there can be no certainty that any offer will ultimately be made, even if the pre-conditions to the Proposal are satisfied or waived.


 


The Proposal is subject to a number of pre-conditions, including:


 


•           KNOC being granted access to carry out satisfactory due diligence;


 


•           the unanimous recommendation of the board of directors of Dana Petroleum; and


 


•           Dana Petroleum agreeing, on terms satisfactory to KNOC, to enter into an inducement fee (to be set at one per cent. of the fully diluted equity value of the offer).


 


KNOC reserves the right to waive any or all of the pre-conditions to the Proposal.


 


KNOC reserves the right to reduce the offer price of the Proposal in the event that:


 


•           Dana Petroleum announces, declares or pays a dividend or any other distribution to its shareholders, in which case there would be an equivalent reduction in KNOC's offer price;


 


•           the board of directors of Dana Petroleum recommends a lower level of consideration; or


 


•           a third party announces a firm intention to make an offer for Dana Petroleum.


 


Enquiries:


 































Pelham Bell Pottinger


 +44 (0)20 7861 3232  +44 (0)20 7861 3232


James Henderson




Mark Antelme








Bank of America Merrill Lynch


 +44 (0)20 7996 1000  +44 (0)20 7996 1000


Philip Noblet




Andrew Osborne




Anya Weaving




Paul Wheeler




 


This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.


 


The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possessionxxxx this announcement comes should inform themselves about, and observe, such restrictions.  Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.


 


Merrill Lynch International ("Bank of America Merrill Lynch"), a subsidiary of Bank of America Corporation, is acting exclusively for KNOC in connection with the possible cash offer and for no one else and will not be responsible to anyone other than KNOC for providing the protections afforded to its clients or for providing advice in relation to the possible cash offer.


 


Disclosure requirements of the Code


 


Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified.


 


An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.


 


Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.


 


If two or more persons  act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.


 


Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).


 


Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on  +44 (0)20 7638 0129  +44 (0)20 7638 0129 .

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