Imperial Energy is in the course of finalizing the terms of a possible recommended pre-conditional cash offer with ONGC Videsh Limited (OVL) of 1,250 pence per Imperial share to be made by Jarpeno Limited (a wholly-owned subsidiary of OVL), which would value its entire issued and to be issued ordinary share capital at approximately £1.4 billion.
This announcement does not amount to an offer under Rule 2.5 of the City Code.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the "Code"), if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of the Company, all "dealings" in any "relevant securities" of the 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 (London time) on the London 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until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends.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 the Company, 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 the Company by the Company or by any of its respective "associates," must be disclosed by no later than 12:00 noon (London time) on the London business day following the date of the relevant transaction.
"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.
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