PTTEP announced the terms of a possible cash offer to acquire all the issued and to be issued share capital of Cove Energy Plc.

abarrelfullabarrelfull wrote on 26 Feb 2012 09:03
Tags: aim deals mozambique pttep


Mr. Anon Sirisaengtaksin, the President and CEO of PTT Exploration and Production Public Company Limited or PTTEP has disclosed that PTTEP proposed the terms of a possible cash offer to acquire all the issued and to be issued share capital of Cove Energy Plc. for 220 pence* for each Cove share (the “Proposed Offer”). The Proposed Offer values the entire issued and to be issued share capital of Cove at approximately 1,119.6 million Pound Sterling (GBP).
  • PTTEP has reserved the right to reduce the level of the consideration to be paid with the recommendation of the Board of Cove.

Cove is listed on the Alternative Investment Market of the London Stock Exchange and its primary asset is an 8.5% interest in Mozambique Rovuma Offshore Area 1 (the “Rovuma Project”). The Rovuma Project is a world class gas discovery and is estimated to have resources of up to 30 trillion cubic feet (“TCF”) including the Black Pearl oil prospect. In addition, Cove also has a 10% stake in the Rovuma Onshore Area in Mozambique, as well as 10-25% interests across seven blocks in Kenya offshore deepwater.

The announcement of a firm intention to make the Proposed Offer by PTTEP (the ”Firm Intention Announcement”) is subject to, and conditional upon:

  • the Board of Cove recommending the Proposed Offer on a unanimous and unqualified basis (the “Recommendation”);
  • the receipt of hard irrevocables from the Board of Cove to accept, or vote in favour of, the Proposed Offer, as the case may be, in respect of their own entire beneficial holdings and those of related family members and trusts (the “Irrevocables”); and
  • the receipt of written consent of the Republic of Mozambique’s Minister of Mineral Resources in a form satisfactory to PTTEP as required under the Exploration and Production Concession Contract relating to the Rovuma Project (the “Mozambique Consent” and together with the Recommendation and Irrevocables, the “Pre-Conditions”).

PTTEP reserves the right to waive, in whole or in part, any or all of the Pre-Conditions at any time at its sole discretion. Even if each or all of the Pre-Conditions are satisfied or waived, PTTEP has no obligation to make the Firm Intention Announcement.

Cove and its interest in the Rovuma Project represent a strong fit for PTTEP and the proposed acquisition of Cove is consistent with its strategy of leveraging the LNG value chain of the PTT Group. The proposed transaction would mark PTTEP’s entry into the highly prospective East Africa Hydrocarbon province and PTTEP is dedicated to using its extensive experience in building a natural gas based economy for the benefit of the Republic of Mozambique and its people.

PTTEP expects to finance the Proposed Offer, if made, from its existing resources and available facilities.

The Proposed Offer can be found at our website (www.pttep.com).


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