Bridge Energy ASA Bridge Energy Asa: Spike Exploration Holding As Announces A Recommended Voluntary Cash Tender Offer To Acqu...

 
TIDMBRIDGE 
 
 
 
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   Spike Exploration Holding AS announces a recommended voluntary cash 
tender offer to acquire the entire issued share capital of Bridge Energy 
ASA at NOK 15.25 per share 
 
   Highlights 
 
 
   -- Spike Exploration Holding AS ("Spike Exploration") to launch an offer to 
      acquire the entire issued share capital of Bridge Energy ASA ("Bridge" or 
      the "Company") through a voluntary cash tender offer of NOK 15.25 per 
      Bridge share (the "Offer"), equivalent to approximately 162 pence per 
      Bridge share. 
 
   -- The Offer values the entire issued share capital of Bridge at 
      approximately NOK 967 million (equivalent to approximately GBP103 
      million) and represents a premium of approximately 41 per cent. to both 
      the closing share price of Bridge on 13 September 2013, the last trading 
      day prior to the announcement of the Offer, and the volume weighted 
      average share price of Bridge for the three month period ending on 13 
      September 2013. 
 
   -- The Board of Directors of Bridge has decided to recommend the 
      shareholders of Bridge to accept the Offer. 
 
   -- The transaction offers Spike exposure to high potential exploration 
      opportunities, near-term development and cash flow from existing 
      production 
 
   -- Shareholders representing c.62 per cent. of the total issued shares and 
      votes of Bridge have pre-accepted the Offer, of which c.34 per cent. of 
      the total issued shares and votes of Bridge have been given in the form 
      of irrevocable undertakings. 
 
   -- The Offer is to be financed by way of available cash resources of Spike 
      Exploration. 
 
   -- The complete details of the Offer, including all terms and conditions, 
      will be contained in an offer document (the "Offer Document") expected to 
      be sent by Spike Exploration to the shareholders of Bridge on or around 
      30 September 2013. 
 
 
   Commenting on the Offer, Tom Reynolds, Chief Executive Officer of Bridge 
said: 
 
   "We are pleased to announce that Bridge has received a cash offer from 
Spike Exploration. The Board decided to recommend this offer as it 
reflects a fair valuation of our portfolio and a significant premium to 
the recent trading range. By tendering their pre-acceptances several of 
our largest shareholders have already recognised that this is the 
optimal path to realising value without further operational risk and 
additional funding. It allows us to crystallise the value created within 
the Company by the Bridge team during and prior to our time as a listed 
business and will return valuable cash to shareholders" 
 
   Spike Exploration Holding AS announces a recommended voluntary cash 
tender offer to acquire the entire issued share capital of Bridge Energy 
ASA at NOK 15.25 per share 
 
   Asker, 16 September 2013 - Bridge Energy ASA ("Bridge" or the "Company"), 
the Oslo Børs and AIM listed oil and gas exploration and production 
company (OSE: BRIDGE/AIM: BRDG.L), is pleased to note the announcement 
today by Spike Exploration Holding AS ("Spike Exploration") that it will 
launch an offer to acquire the entire issued share capital of Bridge 
through a voluntary cash tender offer of NOK 15.25 per Bridge share (the 
"Offer"), equivalent to approximately 162 pence per Bridge share. Spike 
Exploration has also confirmed to the Board of Directors of Bridge that 
a proposal on equivalent terms to the Offer will be made to the holders 
of options in Bridge 2013 subject to, and immediately after, settlement 
of the Offer. 
 
   The Offer values the entire issued share capital of Bridge at 
approximately NOK 967 million (equivalent to approximately GBP103 
million). The Offer represents a premium of approximately 41 per cent. 
to both the closing share price of Bridge on 13 September 2013, the last 
trading day prior to the announcement of the Offer, and the volume 
weighted average share price of Bridge for the three month period ending 
on 13 September 2013. 
 
   Prior to announcing the Offer, Spike Exploration has discussed its 
proposal with Bridge and certain of the largest shareholders of Bridge. 
Shareholders representing c.62 per cent. of the total issued shares and 
votes of Bridge have pre-accepted the Offer. Of such total, shareholders 
representing c.34 per cent. of the total issued shares and votes of 
Bridge have granted irrevocable pre-acceptances of the Offer. 
 
   Bridge was established in 2010 as a growth business focussed on both the 
UK and Norway, with a strategy to expand both production and resources 
through a balanced programme of acquisition, exploration and development, 
using its existing portfolio as a foundation. Bridge currently has four 
producing assets which contribute c.1,100 barrels of oil equivalent per 
day ("boepd"), with production from the existing asset portfolio 
projected to exceed 10,000 boepd within five years. This core production 
has been augmented with a successful high-impact exploration programme, 
which in Q4 2012 saw the Company drill four exploration wells, yielding 
three commercial oil discoveries and culminating in the Company being 
awarded with the title of NCS Explorer of the Year 2012. Overall, the 
2012 drilling programme added approximately 22 million barrels of oil 
equivalent 2C contingent resource, increasing the Company's overall 
resource base by c.140 per cent.. 
 
   The Board of Directors believes that, in order to further and fully 
develop the Company's asset base and unlock the value of its reserves 
and resources, the Company is likely to require to raise further capital 
either from the equity markets or from industry partners resulting in 
the dilution of its equity base or its interests in the assets and, 
potentially, any ultimate return to Bridge's shareholders. Accordingly, 
over recent months, the Company and its advisers have conducted a 
thorough and extensive strategic review process to determine how value 
might be best delivered for shareholders. 
 
   Based on the findings of that review process and the level of 
pre-acceptances and irrevocable undertakings in respect of the Offer 
secured by Spike Exploration from certain of the Company's significant 
shareholders, the Board of Directors believes that the terms and 
conditions of the Offer presented to Bridge are compelling and has 
decided to unanimously recommend that shareholders accept the Offer. 
 
   In particular, the Board of Directors believes that the Offer represents 
a compelling proposal for shareholders and provides the Company's 
shareholders with a cash exit at a substantial premium to the current 
share price and at a level higher than the Company's shares have traded 
at any time since July 2010, immediately following its listing on the 
Oslo Stock Exchange. 
 
   The Offer will be financed by way of available cash resources of Spike 
Exploration. The complete details of the Offer, including all terms and 
conditions, will be contained in an offer document (the "Offer 
Document") to be sent by Spike Exploration to the shareholders of Bridge 
in jurisdictions into which the Offer may be extended following review 
and approval by the Oslo Stock Exchange pursuant to Chapter 6 of the 
Norwegian Securities Trading Act. 
 
   As will be further detailed and specified in the Offer Document, the 
completion of the Offer will be subject to the following conditions 
being satisfied or waived by Spike Exploration (acting in its sole 
discretion): (i) the Offer shall have been accepted by shareholders of 
Bridge representing more than 90 per cent. of the total outstanding 
share capital and voting rights of Bridge on a fully diluted basis, (ii) 
the Board of Directors of Bridge shall not have amended or withdrawn its 
recommendation of the Offer, (iii) all permits, consents, approvals and 
clearances required from applicable regulatory authorities having been 
obtained on conditions satisfactory to Spike Exploration and (iv) other 
third party approvals deemed reasonably required by Spike Exploration 
having been obtained. 
 
   If Spike Exploration acquires and holds more than 90 per cent. of the 
total issued share capital of the Company representing more than 90 per 
cent. of the voting rights in the Company, Spike Exploration intends to 
carry out a compulsory acquisition of the remaining shares in the 
Company. Also, if, as a result of the Offer, a subsequent mandatory 
offer or otherwise, Spike Exploration holds a sufficient majority of the 
shares in the Company, Spike Exploration intends to propose to the 
general meeting of the Company that an application is filed with the 
Oslo Stock Exchange and the London Stock Exchange to de-list the shares 
of the Company from trading on the Oslo Stock Exchange and AIM 
respectively. 
 
   Spike Exploration is in the process of preparing the Offer Document. The 
Offer Document is expected to be sent to Bridge shareholders on or about 
30 September 2013,subject to approval by the Oslo Stock Exchange, and 
the Offer is expected to close in October or November, subject to the 
conditions of the Offer being met or waived. 
 
   The Offer will not be made in any jurisdiction in which the making of 
the Offer would not be in compliance with the laws of such jurisdiction 
or would be unlawful or otherwise restricted. 
 
   Cenkos Securities plc is acting as financial advisor for Bridge in 
connection with the Offer. Advokatfirmaet Thommessen AS (as to Norwegian 
law) and Pinsent Masons LLP (as to UK law) are acting as legal advisors 
for Bridge in connection with the Offer. 
 
   Cenkos Securities plc, which is authorised and regulated in the United 
Kingdom by the Financial Conduct Authority, is acting as financial 
adviser exclusively for Bridge and no one else in relation to the 
matters described in this announcement and will not be responsible to 
anyone other than Bridge for providing the protections afforded to 
clients of Cenkos Securities plc nor for giving advice in relation to 
the Offer or any matter referred to in this announcement. Neither Cenkos 
nor any of its subsidiaries, branches or affiliates owes or accepts any 
duty, liability or responsibility whatsoever (whether direct or indirect, 
whether in contract, in tort, under statute or otherwise) to any person 
who is not a client of Cenkos in connection with this announcement, any 
statement contained herein or otherwise. 
 
   For further information, please contact: 
 
 
 
 
Bridge Energy 
 Tom Reynolds, Chief Executive 
 Bill McCall, Chairman of the Board 
 Euan Tait, Corporate Development      [phone] 
Cenkos Securities 
 Jon Fitzpatrick                       [phone] 
 Neil McDonald                         [phone] 
FTI Consulting 
 Natalia Erikssen                      [phone] 
 
 
   About Bridge 
 
   Bridge Energy ASA is an oil and gas exploration and production company 
which holds production licences in the UK (North Sea) Continental Shelf 
and exploration assets in both the UK and Norwegian Continental Shelves. 
The company is listed on the Oslo stock exchange (OSE: BRIDGE) and the 
London stock exchange (AIM: BRDG.L). 
 
   The Company has a significant number of licences both within the UK and 
NCS, including several operatorships. Bridge has drilled 18 exploration 
and appraisal wells, including ten discoveries. 
 
   Underpinned by existing production from its operated Victoria field, 
non-operated Duart field and non-operated Boa field, Bridge boasts a 
high impact exploration portfolio with a strong inventory of undeveloped 
gas discoveries which represents a sustainable business platform for 
production and exploration growth in the North Sea. 
 
   For more information please visit: www.bridge-energy.com 
 
   About Spike Exploration Holding AS 
 
   Spike Exploration is an exploration company focusing on oil and gas 
exploration on the Norwegian and UK continental shelves. Since the 
agreement with HitecVision in June 2012, accessing up to USD 300 million 
in equity, Spike has established a highly competent organization of 20 
employees. The functional base is principally in geoscience disciplines, 
supported by business development, finance, operations and HSEQ. The 
company is located in modern offices downtown Stavanger, has a UK office 
in Central London and has established systems, structure and functions 
enabling efficient and safe contribution to value-creation in both 
Norway and the UK. Further, it has built a significant portfolio of 
exploration wells and acreage on the Norwegian and UK Continental Shelf. 
 
   Integrating Bridge's portfolio into Spike's operations will provide for 
an accelerated growth and early execution of Spike's business plan. The 
combined business have currently firm plans of participation in five 
exploration and appraisal wells in 2nd half of 2013, four wells in 2014 
and four wells in 2015. There will be interests held in 16 licenses in 
Norway and 3 in UK. The portfolio will also hold two discoveries and one 
producing field. 
 
   For more information please visit www.spike-x.com 
 
   This information is subject to the disclosure requirements according to 
Section 5-12 and 6-19 of the Norwegian Securities Trading Act. 
 
   Statutory guidance statements 
 
   The information contained in this announcement has been reviewed and 
approved by Dr Alfred Kjemperud, Managing Director, Bridge Energy Norge 
AS. Alfred holds a PhD in Geology from The University of Oslo and has 
been a practising Petroleum Geologist for over 30 years. He has compiled, 
read and approved the technical disclosure in this regulatory 
announcement. 
 
   The resource estimates are based on the company's most recent reserves 
report dated 31st December 2012. The technical disclosure in this 
announcement and the estimates are based on the definitions and 
guidelines set out in the 2007 Petroleum Resources Management System 
prepared by the Oil and Gas Reserves Committee of the Society of 
Petroleum Engineers and reviewed and jointly sponsored by the World 
Petroleum Council (WPC), the American Association of Petroleum 
Geologists (AAPG) and the Society of Petroleum Evaluation Engineers 
(SPEE).These definitions and guidelines can be found on the SPE website 
at www.spe.org. 
 
   All Reserves and Resources are held by Bridge Energy ASA through its 
wholly-owned subsidiaries in UK and Norway. The reporting date is 31 
December 2012. 
 
   The Offer and the distribution of this announcement and other 
information in connection with the Offer may be restricted by law in 
certain jurisdictions. Neither Bridge nor Spike Exploration assumes any 
responsibility in the event there is a violation by any person of such 
restrictions. Persons into whose possession this announcement or such 
other information should come are required to inform themselves about 
and to observe any such restrictions. 
 
   The Offer is not being made directly or indirectly in, or by use of the 
mails of, or by any means or instrumentality of interstate or foreign 
commerce of, or any facilities of a national securities exchange of, the 
United States of America, its territories and possessions, any State of 
the United States and the District of Columbia (the "United States"). 
This includes, but is not limited to, facsimile transmission, internet 
delivery, email, telex and telephones. Accordingly, copies of this 
document and any related offering documents are not being, and must not 
be, mailed, emailed or otherwise distributed or sent in or into the 
United States and so doing may invalidate any purported acceptance. 
 
 
 
 
 
   This information is subject of the disclosure requirements pursuant to 
section 5-12 of the Norwegian Securities Trading Act. 
 
   This announcement is distributed by Thomson Reuters on behalf of Thomson 
Reuters clients. 
 
   The owner of this announcement warrants that: 
 
   (i) the releases contained herein are protected by copyright and other 
applicable laws; and 
 
   (ii) they are solely responsible for the content, accuracy and 
originality of the 
 
   information contained therein. 
 
   Source: Bridge Energy ASA via Thomson Reuters ONE 
 
   HUG#1729307 
 
 
  http://www.bridge-energy.no/