Recommended Cash Offer for Granby Oil and Gas plc by
Silverstone Energy Limited
Silverstone Energy Limited (”Silverstone”) announces that, by means of this advertisement and a formal offer document dated and posted on 18 March 2008 (the “Offer Document”) Silverstone is making a recommended cash offer (the “Offer”) to acquire the entire issued and to be issued ordinary share capital of Granby Oil and Gas plc (”Granby”), except those shares already owned by Silverstone, which Offer shall also apply to any shares which are unconditionally allotted or issued prior to the date on which the Offer closes (or such earlier date as Silverstone may, subject to the City Code on Takeovers and Mergers (the “Code”), decide). Terms defined in the Offer Document have the same meaning in this advertisement unless otherwise defined in this advertisement.
Granby Shareholders who validly accept the Offer will receive 63.45 pence in cash for each Granby Share. On the basis set out in the Offer Document, the Offer values the entire existing issued ordinary share capital of Granby at approximately £23.1 million which represents a premium of approximately 30.8 per cent. over the Closing Price of 48.5 pence per Granby Share on 17 March 2008, the day prior to Silverstone announcing its firm intention to make the Offer.
This advertisement does not constitute, and must not be construed as, an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of an offer to purchase or subscribe for any securities, pursuant to the Offer or otherwise. The Offer is being made solely by the Offer Document and, in the case of Granby Shareholders holding Granby Shares in certificated form, the Form of Acceptance accompanying the Offer Document, which contains the full terms and conditions of the Offer (including details of how the Offer may be accepted). The Offer Document and the Form of Acceptance are being made available to those Granby Shareholders who are able to receive them, as a result of the laws of the jurisdiction in which they are resident. Granby Shareholders should read the Offer Document and, in the case of Granby Shareholders holding Granby Shares in certificated form, the Form of Acceptance (if they are able to receive them) as they contain important information. Granby Shareholders who accept the Offer may rely only on the terms of the Offer Document and, in the case of Granby Shareholders holding Granby Shares in certificated form, the Form of Acceptance for all the terms and conditions of the Offer.
The full terms and conditions of the Offer referred to above (including details of how the Offer may be accepted) are set out in the Offer Document and the Form of Acceptance.
The Offer will be initially open for acceptance until 1.00 p.m. (London time) on 8 April 2008 (or such later time(s) and date(s) as Silverstone may, subject to the Code, decide). Any extensions of the Offer will be publicly announced by 12.00 p.m. (London time) on the business day following the day on which the Offer was due to expire. To accept the Offer, Granby Shareholders who hold their Granby Shares in certificated form must complete the relevant Form of Acceptance in accordance with the instructions printed thereon and return it by post to Computershare Investor Services PLC, Corporate Actions Projects, Bristol, BS99 6AH or by hand (during normal business hours only) to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS13 8AE as soon as possible but so as to be received not later than 1.00 p.m. (London time) on 8 April, 2008, and Granby Shareholders who hold their Granby Shares in CREST must follow the procedure for Electronic Acceptance through CREST so that the TTE instruction settles as soon as possible and in any event by 1.00pm (London time) on 8 April 2008.
Silverstone has received irrevocable undertakings to accept (or, in certain cases, to procure the acceptance of the Offer) in respect of a total of 15,344,564 Granby Shares, representing, in aggregate, approximately 42.2 per cent. of the existing issued share capital of Granby, from the Granby Directors and other Granby Shareholders. Included within the above undertakings is an irrevocable undertaking to accept the Offer in respect of 3,016,190 Granby Shares, representing approximately 8.3 per cent. of the existing issued share capital of Granby. These undertakings will continue to be binding even if a competing offer is made for Granby unless such competing offer represents an improvement of not less than 10 per cent. on the value of the Offer. All of the remaining irrevocable undertakings referred to above will remain binding even where a third party competing offer is made for Granby at a price higher than the Offer Price. All of the above irrevocable undertakings will lapse if an event occurs which means that Silverstone is no longer required by the Code to proceed with the Offer or the Offer lapses or is withdrawn.
The Directors of Granby, who have been so advised by Tristone Capital and KBC Peel Hunt, consider the terms of the Offer to be fair and reasonable. In giving advice to the Directors of Granby, Tristone Capital and KBC Peel Hunt have taken into account the Directors’ commercial assessments. Accordingly, the Directors of Granby unanimously recommend that Granby Shareholders accept the Offer, as they and/or their connected persons have irrevocably undertaken to do in respect of their own beneficial holdings amounting, in aggregate, to 5,703,304 Granby Shares, representing 15.7 per cent. of Granby’s issued share capital.
The Offer is not being and will not be made, directly or indirectly, in, into, or from any restricted jurisdiction where do to so would violate the laws in that jurisdiction a (”Restricted Jurisdiction”), and the Offer is not capable of acceptance from or within any such Restricted Jurisdiction. Accordingly, copies of this advertisement, the Offer Document, the Form of Acceptance and any accompanying documents are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any such Restricted Jurisdiction and persons reading this advertisement or receiving such documents (including without limitation, custodians, nominees and trustees) who have a contractual or legal obligation or who may otherwise intend to forward this advertisement, the Offer Document, the Form of Acceptance and any accompanying documents must not mail or otherwise distribute or send them in, into or from such Restricted Jurisdictions as doing so may invalidate any purported acceptance of the Offer. Granby Shareholders who are not resident in the United Kingdom, or who are citizens, residents or nationals of jurisdictions outside the United Kingdom or who are nominees of, or custodians or trustees for, citizens, resident or nationals should inform themselves (including, if required, by consulting their financial or other professional adviser) of, and observe, any applicable legal or regulatory requirements of their jurisdictions.
The Offer is, by means of this advertisement, notified to all persons to whom the Offer Document may not be, or has not been, despatched who hold, or who are entitled to have unconditionally allotted or issued to them, Granby Shares. Such persons are informed that copies of the Offer Document and the Form of Acceptance are available for collection or inspection, whilst the Offer remains open for acceptance, at Addleshaw Goddard LLP, 150 Aldersgate Street, London, EC1A 4EJ each weekday (UK bank holidays and weekends excluded) during normal business hours.
Royal Bank of Canada Europe Limited, which trades as RBC Capital Markets and is authorised and regulated in the United Kingdom by the Financial Services Authority Authority, is acting exclusively for Silverstone in connection with the Offer and no-one else and will not be responsible to anyone other than Silverstone for providing the protections afforded to clients of RBC Capital Markets nor for providing advice in relation to the Offer or any other matter referred to in this advertisement.
Tristone Capital Limited and KBC Peel Hunt Ltd, each of which is authorised and regulated in the United Kingdom by the Financial Services Authority, are acting for Granby and for no-one else in connection with the Offer and will not be responsible to anyone other than Granby for providing the protections afforded to their respective clients nor for affording advice in relation to the Offer or any other matter referred to in this advertisement.
Silverstone Directors accept responsibility for all of the information contained in this advertisement (other than in respect of the recommendation from the Directors of Granby). To the best of the knowledge and belief of Silverstone Directors (each of whom has taken all reasonable care to ensure that such is the case), the information contained in this advertisement is in accordance with the facts and, when this advertisement is considered alongside the Offer Document and Form of Acceptance, does not omit anything likely to affect the import of such information.
7 January 2008
Approval to start Field Development Programme in the Victoria Field
Exploration and production company, Silverstone Energy Limited, today announced the Department for Business, Enterprise and Regulatory Reform has given approval to start a Field Development Programme in the Victoria Field.
The Victoria Field is located in Southern North Sea Block 49/17 and is the first phase of development of the Victoria and Viking B Extension accumulation.
Aberdeen based Silverstone SNS Limited, a subsidiary of Silverstone Energy Limited, holds 50% equity interest in the field and is operator. The remaining equity is held by ConocoPhillips and BP.
Silverstone’s 50% ownership of the Victoria Field was earned through the successful 49/17 -14 discovery well drilled by the company in January 2007.
The Phase 1 Victoria Field recoverable reserves are estimated to be 36 billion cubic feet of gas.* The field will be developed through re-entry of the discovery well and tie back to the Viking BD facility via the Vixen infrastructure operated by ConocoPhillips.
First gas is anticipated in September 2008 and gas will be exported 130km (80 miles) through the Viking Transportation System subsea pipeline to the Theddlethorpe Gas Terminal on the Lincolnshire coast. The Victoria facilities have been set up to enable rapid development of the additional fault blocks which make up the Victoria and Viking B Extension, subject to performance of Phase 1.
Silverstone Chief Executive Officer, Matt Brister, said approval for the company’s first Field Development Programme was a significant milestone in the evolution of Silverstone which was founded three years ago.
He said: ‘’Much work has gone into getting us to this point and we look forward to implementing the project safely and cost effectively and first production in September. We expect to drill at least four more exploration wells in the next 12 months.’’
Silverstone Chief Operating Officer, Steve Horton, said: “I would like to thank
the Silverstone team for their good work to date and co-venturers ConocoPhillips and BP for their assistance and support.”
Silverstone has two other discoveries on its books from wells drilled in 2006. The fourth Silverstone exploration well in the ConocoPhillips/BP V Fields and Viking Field area is scheduled for the first half of 2008.
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