Bangkok--23 May--PTTEP
Mr. Tevin Vongvanich (นายเทวินทร์ วงศ์วานิช), the President and CEO of PTT Exploration and Production Public Company Limited or PTTEP, can confirm that PTTEP Africa Investment Limited or PTTEP AI, a wholly owned subsidiary of PTTEP, has announced today (the “Announcement”) the terms of a recommended cash offer to acquire the entire issued and to be issued share capital of Cove Energy plc (“Cove”) (the “Acquisition”). Under the terms of the Acquisition, Cove shareholders will be entitled to receive 240 pence for each Cove Share (the “Offer Price”). The Acquisition values the entire issued and to be issued share capital of Cove at approximately 1,221.4 million Pound Sterling (GBP). The Acquisition is to be effected by means of a takeover offer (the “Offer”) and the directors of Cove unanimously recommended to Cove Shareholders that they accept the Offer. PTTEP AI expects to fund the aggregate consideration payable under the Acquisition using a mixture of existing cash resources and a committed debt facility available to the PTTEP Group.
The Offer Price represents an Enterprise Value / recoverable resources ratio of US$0.41 - US$0.86 per thousand cubic feet (approximately US$2.48 - US$5.18 per barrel) based on the estimated recoverable natural gas resources of between 24 - 50 trillion cubic feet (“tcf”) in the Mozambique Rovuma Offshore Area 1 (the “Rovuma Project”) including the recent Golfinho discovery, announced by Cove on 15 May 2012.
Cove has (among other interests) an 8.5 percent participating interest in the Rovuma Project (the “Rovuma Project Interest”), which is a world class gas discovery. The Acquisition would mark PTTEP’s entry into the highly prospective East Africa Hydrocarbon province and provide PTTEP with a potentially high-impact portfolio which focuses on capturing exploratory value in the region. The Rovuma Project Interest represents a strong fit for PTTEP and the Acquisition is consistent with PTTEP’s strategy of leveraging the LNG value chain of the PTT Group in Thailand, which has strong LNG demand for the development of the country in the future. PTTEP and the PTT Group are dedicated to using its extensive experience in building a natural gas based economy, and capability across the entire gas value chain, for the benefit of the Republic of Mozambique and its people.
The Acquisition is conditional upon (among others):
- Valid acceptances of the Offer being received in respect of not less than 90 percent (or such lower percentage as PTTEP AI may decide) in nominal value of the Cove Shares to which the Offer relates;
- The receipt of written consent from the Republic of Mozambique’s Minister of Mineral Resources (or one or more delegated representatives) required as a result of the indirect change of control of Cove Mozambique, the Rovuma Project Interest and the Rovuma Onshore Interest, Cove Mozambique Onshore and the Rovuma Onshore Interest, such consent to be in a form satisfactory to PTTEP AI and such consent, once given, not having been revoked or withdrawn or otherwise having lapsed; and
- Cove Mozambique being the owner of the entire legal and beneficial interest in the Rovuma Project Interest and, following the release of this announcement, no circumstances having arisen which might reasonably be expected to result in Cove Mozambique no longer being the owner of the entire legal and beneficial interest in the Rovuma Project Interest.
A copy of the Announcement, together with a full list of Conditions, can be found on ourwebsite (www.pttep.com). Unless otherwise defined, terms used in this announcement have the same meaning given to them in Appendix III of the Announcement.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION