On July 16, 2009, Centrica Resources (UK) Limited made a final cash offer to acquire the entire issued (and to be issued) share capital of Venture Production, not already held by it, at an offer price of 845 pence per share. On August 21, 2009 the Offer became a mandatory cash offer.
The Board of Venture Production notes the announcement by Centrica on August 24, 2009 that:
The Board of Venture continues to believe that Centrica's final offer substantially undervalues Venture. However, the Board recognizes that, in the event that the Offer is declared wholly unconditional, Centrica will have control of Venture. Furthermore, should Centrica receive acceptances which result in Centrica holding 75 percent or more of Venture's shares, Centrica's stated intention is to procure that Venture
Consequently, there is a risk that Venture shareholders who do not accept the Offer could, as a result, own a minority interest in an unlisted company. This would significantly reduce the liquidity and marketability of Venture shares.
Therefore, the Board, which has been so advised by Rothschild, Lambert Energy, Oriel and UBS Investment Bank, recommends that, in the event that the Offer is declared wholly unconditional by Centrica, shareholders accept the Offer, as the directors have decided they will do in respect of their own beneficial holdings. Larry Kinch and ArcLight Capital Partners, LLC have informed the Board that they intend to assent the shares they control (in the case of ArcLight including those held through a partnership with co-investors) into the Offer, representing an aggregate holding of approximately 19.2 million Venture shares or 12.8 percent of the issued share capital of Venture.
The Offer will remain open for acceptance until the next closing date, which will be 1.00 pm (London time) on September 14, 2009. Full details of how to accept the Offer are set out in the Offer document, published on July 16, 2009. Venture shareholders who require assistance in accepting the Offer (or who require a replacement Form of Acceptance and Election) should telephone Equiniti Limited (the receiving agent for the Offer), on 0871 384 2857 (from within the United Kingdom) or +44 121 415 7571 (from outside the United Kingdom).
However, Venture shareholders should be aware that Equiniti cannot provide any financial, legal or taxation advice in connection with the Offer nor any advice on the merits of the Offer. Venture shareholders who are in any doubt as to what action to take are recommended to seek their own personal financial advice immediately from their stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorized under the Financial Services and Markets Act 2000 if they are resident in the United Kingdom or, if not, from another appropriately authorized financial adviser in their own jurisdiction.
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