The board of Forum (the “Board”) notes the announcement made earlier today by Philex Petroleum Corporation (“PPC”) setting out the terms of a cash offer (the “Offer”) to be made by PPC to acquire all of the issued and to be issued ordinary shares of the Company which are not already owned or otherwise contracted to be acquired by PPC or any of its associates. The Offer, which values each ordinary share of Forum at 48p and Forum's entire issued share capital at approximately £13.8 million, is being made solely because PPC is required to do so under the rules of the Takeover Code following its acquisition of 4,004,000 ordinary shares of Forum on 1 July 2008.
The Board will consider the offer document once it is posted by PPC and will respond to the Offer in due course.
At this time the Board advises Forum’s shareholders to take no action regarding the Offer until they have had the opportunity to consider the Board’s response to the Offer. This response will be sent to Forum’s shareholders following the posting of PPC’s offer document.
Further announcements will be made as appropriate.
For further information please contact:
Alan Henderson, Non-Executive Chairman and acting Chief Executive Officer, Forum Energy Plc
+44 (0)1932 445 344
Andrew Mullins, Company Secretary, Forum Energy Plc
+44 (0)1932 445 344
Nick Naylor / Brian Stockbridge / Jamie Boyd, Noble & Company Ltd
(Nominated Adviser & Broker)
+44 (0)20 7763 2200
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of Forum, all “dealings” in any “relevant securities” of that 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until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends.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 Forum, they will be deemed to be a single person for the purpose of Rule 8.3.
Under provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of Forum by the offeror, Forum or by any of their 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.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the prices 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 or any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.