TIDMALK
RNS Number : 7401B
Balfour Beatty Infrastructure Ptrns
09 October 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN
PART), DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES,
CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
FOR IMMEDIATE RELEASE
9 October 2015
RECOMMENDED CASH OFFER
by
BARBICAN BIDCO LIMITED
(a company controlled by Balfour Beatty Infrastructure Partners,
L.P.)
for
ALKANE ENERGY PLC
OFFER UPDATE - LEVEL OF ACCEPTANCES AT FIRST CLOSING DATE AND
OFFER EXTENDED
-- Valid acceptances received in respect of approximately 77.81
per cent. of existing issued share capital of Alkane at First
Closing Date
-- Secretary of State for Energy and Climate Change approval
-- Offer extended until 1.00 p.m. on 22 October 2015 (London
time) and Alkane Shareholders who have not yet accepted the Offer
are urged to do so without delay
Introduction
On 16 September 2015, the Boards of Barbican and Alkane
announced that they had reached agreement on the terms of a
recommended cash offer by Barbican (a company controlled by BBIP)
for the entire issued and to be issued share capital of Alkane at a
price of 36 pence in cash for each Alkane Share. The full terms and
conditions of the Offer and the procedure for acceptance were set
out in the offer document (the "Offer Document") posted to Alkane
Shareholders on 17 September 2015.
Level of Acceptances
Barbican is pleased to announce that, as at 1.00 p.m. (London
time) on 8 October 2015, the First Closing Date, valid acceptances
had been received in respect of a total of 126,325,144 Alkane
Shares, representing, in aggregate, approximately 77.81 per cent.
of the existing issued share capital of Alkane, which Barbican may
count towards the satisfaction of the Acceptance Condition of the
Offer.
Of these acceptances, acceptances have been received in respect
of a total of 57,370,503 Alkane Shares, representing, in aggregate,
approximately 35.34 per cent. of the existing issued share capital
of Alkane, which were subject to an irrevocable undertaking to
accept the Offer received by Barbican, and acceptances have been
received in respect of a total of 24,613 Alkane Shares,
representing, in aggregate, approximately 0.02 per cent. of the
existing issued share capital of Alkane, which are held by persons
acting in concert with Barbican.
The percentages of Alkane Shares referred to in this
announcement are based upon the figure of 162,335,569 Alkane Shares
in issue.
Secretary of State for Energy and Climate Change Approval
On 8 October 2015, the Oil and Gas Authority confirmed in
writing to Barbican and Alkane that the United Kingdom Secretary of
State for Energy and Climate Change does not intend to exercise her
powers (i) to revoke or recommend the revocation of any interest in
any petroleum exploration and development, appraisal or production
licence in the United Kingdom held by any member of the Alkane
Group; or (ii) to require a further change of control of any such
member, in each case as result of the implementation of the Offer.
This has satisfied condition 1(b) of the Offer as set out in the
Offer Document.
Offer Extended
Barbican announces that it has chosen to extend the Offer (which
remains subject to the other terms and conditions set out in the
Offer Document) until 1.00 p.m. (London time) on 22 October 2015.
Barbican reserves the right to extend the Offer further in its
absolute discretion.
Intention to De-list Alkane Shares from Trading on AIM
Following the Offer becoming or being declared unconditional in
all respects, Barbican intends to seek to cancel the admission of
Alkane Shares to trading on AIM as soon as possible thereafter
("Cancellation"). In accordance with AIM Rule 41, on 16 September
2015 Alkane gave notice of the intended Cancellation which, subject
to the Offer becoming unconditional in all respects, will take
place at least 5 business days thereafter. Alkane will provide
further details of the Cancellation timetable in due course
although, for the avoidance of doubt, if the Offer does not become
unconditional in all respects Cancellation will not take place.
The Cancellation will significantly reduce the liquidity and
marketability of Alkane Shares.
Interests in Alkane Shares
As at 8 October 2015 (being the latest practicable date prior to
the date of this announcement), other than 140,103 Alkane Shares
held by Investec representing 0.09 per cent. of the existing issued
share capital of Alkane, neither Barbican nor any person acting in
concert with Barbican is interested in or has any rights to
subscribe for any Alkane relevant securities or has any short
positions (whether conditional or absolute and whether in the money
or otherwise) including any short position under a derivative or
any agreement to sell or any delivery obligation or right to
require another person to purchase or take delivery. Neither
Barbican nor any person acting in concert with Barbican has
borrowed or lent any Alkane relevant securities (save for any
borrowed shares which have been either on-lent or sold).
Procedure for Acceptance of the Offer
Alkane Shareholders who have not yet accepted the Offer are
urged to do so without delay.
To accept the Offer in respect of Alkane Shares held in
certificated form (that is, not in CREST), shareholders should
complete and return the Form of Acceptance so as to be received by
no later than 1.00 p.m. (London time) on 22 October 2015 in
accordance with the procedure set out in the Offer Document. To
accept the Offer in respect of shares held in uncertificated form
(that is, shares held in CREST), shareholders should ensure than an
Electronic Acceptance is made and that settlement occurs no later
than 1.00 p.m. (London time) on 22 October 2015 in accordance with
the procedure set out in the Offer Document. If you hold your
Alkane Shares as a CREST sponsored member, you should refer to your
CREST sponsor as only your CREST sponsor will be able to send the
necessary instructions to Euroclear.
Copies of the Offer Document and a specimen Form of Acceptance
are available on Barbican's website, hosted by BBIP LLP, at
www.bbip.com, until the end of the Offer Period. Further copies of
the Offer Document and the Form of Acceptance may be obtained by
contacting the Receiving Agent, Computershare, on 0370 889 3186
from within the UK or on +44 370 889 3186 if calling from outside
the UK. Lines are open 8.30 a.m. to 5.30 p.m. (London time) Monday
to Friday. Calls may be recorded and randomly monitored for
security and training purposes.
Unless otherwise defined in this announcement, capitalised words
and phrases used in this announcement shall have the same meanings
given to them in the Offer Document.
Enquiries
Investec, financial adviser to Barbican + 44 (0)20 7597 4000
Jeremy Ellis
Ali Raza
George Price
+ 44 (0)1623 827
Alkane Energy plc 927
Roger McDowell, Chairman
Neil O'Brien, CEO
+ 44 (0) 845 505
Altium, financial adviser to Alkane 4343
Adrian Reed
Adam Sivner
+ 44 (0) 20 3100
Liberum, Nomad and Broker to Alkane 2000
Clayton Bush
Joshua Hughes
Hudson Sandler, public relations adviser
to Alkane +44 (0) 20 7796 4133
Nick Lyon
Alex Brennan
Further information
This announcement is for information only and is not intended to
and does not constitute, or form part of, any offer to sell or
invitation to purchase or subscribe for any securities, or any
solicitation of any vote or approval in any jurisdiction pursuant
to the Offer or otherwise. The Offer is effected solely through the
Offer Document, which, together with the Form of Acceptance (in
relation to Alkane Shareholders holding shares in certificated form
only) contains the full details, terms and conditions of the Offer,
including the details of how to accept the Offer. This announcement
has been issued by and is the sole responsibility of Barbican.
Any decision regarding the Offer should be made only on the
basis of information referred to in the Offer Document and the Form
of Acceptance which Barbican has despatched to Alkane Shareholders,
persons with information rights and, for information only, to
participants in the Alkane Share Incentive Schemes.
A copy of this announcement will be available subject to certain
restrictions relating to persons resident in the United States,
Canada, Australia and Japan on www.bbip.com and on www.alkane.co.uk
by no later than 12 noon on 10 October 2015.
Investec, which is authorised by the Prudential Regulation
Authority and regulated in the United Kingdom by the Financial
Conduct Authority and the Prudential Regulation Authority, is
acting exclusively for Barbican and BBIP and no one else in
connection with the Offer and will not be responsible to anyone
other than Barbican and BBIP for providing the protections afforded
to its clients or for providing advice in relation to the Offer or
any other matters referred to herein.
Altium, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting exclusively for
Alkane and no one else in connection with the Offer and this
announcement and will not be responsible to anyone other than
Alkane for providing the protections afforded to clients of Altium
nor for providing advice in connection with the Offer or this
announcement or any matter referred to herein.
(MORE TO FOLLOW) Dow Jones Newswires
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