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Recommended Cash Offer by PTTEP for Cove

23/05/2012 7:10am

UK Regulatory (RNS & others)


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RNS Number : 9168D

PTT Exploration & Prod PublicCo Ltd

23 May 2012

FOR IMMEDIATE RELEASE

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

23 MAY 2012

RECOMMENDED CASH OFFER

BY

PTTEP AFRICA INVESTMENT LIMITED ("PTTEP AI")

(A WHOLLY OWNED SUBSIDIARY OF PTT EXPLORATION AND PRODUCTION PUBLIC COMPANY LIMITED ("PTTEP"))

FOR

COVE ENERGY PLC ("COVE")

Summary

-- Further to PTTEP's announcement dated 24 February 2012 made under Rule 2.4 of the Code of a proposed cash offer for the entire issued and to be issued share capital of Cove (the "Possible Offer Announcement"), PTTEP and Cove are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by PTTEP AI (a wholly-owned subsidiary of PTTEP) for the entire issued and to be issued share capital of Cove.

-- Under the terms of the Acquisition, Cove Shareholders who accept the Offer will be entitled to receive:

o for each Cove Share held, 240 pence in cash.

-- The Acquisition values the entire issued and to be issued share capital of Cove at approximately GBP1,221.4 million.

   --      The Offer Price represents a premium of approximately: 

o 9.1 per cent. to the offer of 220.0 pence per Cove Share announced by Shell Exploration and Production (XL) B.V. on 24 April 2012 (the "Shell Offer") which the directors of Cove have previously recommended;

o 155.3 per cent. to the Closing Price of 94.0 pence per Cove Share as of 12 December 2011, the last Business Day prior to Cove's announcement of the opening of the data room to certain parties who expressed an interest in the Rovuma Project;

o 113.3 per cent. to the Closing Price of 112.5 pence per Cove Share as of 4 January 2012, the last Business Day prior to Cove's announcement of the sale process for the company; and

o 6.6 per cent. to the average Closing Price of 225.1 pence per Cove Share over the five Business ending on 22 May 2012, the last Business Day prior to the date of this announcement.

-- The Offer Price also represents an EV/recoverable resources ratio of between US$0.41/mcf and US$0.86/mcf (approximately US$2.48 and US$5.18 per barrel of oil equivalent), based on the estimated recoverable natural gas resources of between 50 tcf and 24 tcf in the Rovuma Project including the Golfinho discovery, announced by Cove on 15 May 2012.

-- Offshore East Africa and the Rovuma basin contain world scale natural gas resources with significant additional potential in the area. Cove and the Rovuma Project Interest represent a strong fit for PTTEP, and the proposed acquisition of Cove is consistent with PTTEP's strategy of leveraging the LNG value chain of the PTT Group.

-- PTTEP is committed to be a partner to the Republic of Mozambique and the partners of the Rovuma Project in the development of this world-scale LNG project and the marketing of the LNG volumes. PTTEP is also dedicated to using its extensive experience in building a natural gas based economy, for the benefit of the Republic of Mozambique and its people as well as for PTTEP's shareholders.

-- PTTEP AI expects to fund the aggregate consideration payable under the Acquisition using a mixture of existing cash resources and a new committed debt facility made available under a facility agreement available to the PTTEP Group.

-- The Board of Cove, which has been so advised by Standard Chartered, considers the terms of the Acquisition tobe fair and reasonable. In providing its advice to the Board of Cove, Standard Chartered has taken into account the commercial assessments of the Board of Cove.

-- The directors of Cove will unanimously recommend that Cove Shareholders accept or procure acceptance of the Offer (or in the event that the Acquisition is effected by means of a scheme of arrangement under Part 26 of the Companies Act, recommend to Cove Shareholders that they vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting). Accordingly, the directors of Cove confirm that they have withdrawn their recommendation of the Shell Offer.

   --      The Acquisition is conditional upon, amongst other things: 

o valid acceptances of the Offer being received (and not, where permitted, withdrawn) by no later than 1.00 p.m. on the First Closing Date (or such time(s) and/or date(s) as PTTEP AI may, with the consent of the Panel or in accordance with the Code, decide) in respect of not less than 90 per cent. (or such lower percentage as PTTEP AI may decide) in nominal value of the Cove Shares to which the Offer relates;

o the receipt of written consent of the Republic of Mozambique's Minister of Mineral Resources (or through one or more delegated representatives) required as a result of the indirect change of control of Cove Mozambique, the Rovuma Project 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

o 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.

Tevin Vongvanich, Chief Executive Officer, PTTEP, commenting on the Acquisition said:

"We are delighted to have announced a recommended offer to acquire Cove and all its assets. This acquisition illustrates our commitment to leveraging the LNG value chain of the PTT Group and is consistent with our long-term strategic priorities."

John Craven, Chief Executive Officer, Cove Energy plc, commenting on the Acquisition said:

"The bid from PTTEP represents significant value for shareholders and confirms the world class nature of Cove's East African assets."

The above summary should be read in conjunction with, and is subject to, the full text of this announcement and the Appendices.

Appendix I sets out the conditions and the principal further terms of the Acquisition and Appendix II contains bases and sources of certain information contained in this announcement. Terms used in this announcement have the meaning given to them in Appendix III to this announcement.

Enquiries:

PTT Exploration and Production Public Company Limited (Investor relations)

Energy Complex Building A

6th Floor & 19th - 36th Floor

555/1 Vibhavadi Rangsit Road

Chatuchak, Chatuchak

Bangkok 10900 Thailand

Phone: +66 (0) 2537 4000

   Fax:      +66 (0) 2537 4444 

E-mail: IR@pttep.com

   UBS Investment Bank (Financial adviser to PTTEP)               +44 (0) 20 7567 8000 

Jonathan Rowley

Philip Wolfe

Gerhard Riegler

   Brunswick Group (PR adviser to PTTEP)                                 +44 (0) 20 7404 5959 

Andrew Mitchell

Patrick Handley

Will Carnwath

Cove Energy plc

   Michael Blaha (Executive Chairman)                                            +44 20 3008 5260 

John Craven (CEO) +353 1 662 4351

   Michael Nolan (Finance Director)                                                 +353 1 662 4351 
   Standard Chartered (Financial adviser to Cove)                      +44 20 7885 8888 

Amer Baig

Geraldine Murphy

Rob Tims

Hein Pieter Boers

Aditya Yadav

Cenkos Securities plc (Nominated adviser and broker to Cove)

Jon Fitzpatrick +44 20 7397 8900

Ken Fleming +44 13 1220 6939

   Joe Nally (Corporate Broking)                                                      +44 20 7397 8900 
   FTI Consulting (Cove Media Relations)                                    +44 20 7831 3113 

Billy Clegg

Edward Westropp

UBS, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser to PTTEP and PTTEP AI in relation to the Acquisition and no-one else and will not be responsible to anyone other than PTTEP and PTTEP AI for providing the protections offered to clients of UBS or for providing advice in relation to the Acquisition or the contents of this announcement or any transaction or arrangement referred to herein. UBS does not accept any responsibility whatsoever to any person other than PTTEP or PTTEP AI for the contents of this announcement or for any statement made or purported to be made by it or on its behalf in connection with the Acquisition. UBS accordingly disclaims all and any liability whether arising in tort, contract or otherwise which it might otherwise have in respect of this announcement or any such statement.

Standard Chartered, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Cove and for no one else in connection with the Acquisition and will not be responsible to anyone other than Cove for providing the protections afforded to clients of Standard Chartered nor for giving advice in relation to the Acquisition or any matter or arrangement referred to in this announcement.

Cenkos Securities plc ("Cenkos Securities"), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Cove as nominated adviser and broker and is not acting for or advising any other person and accordingly will not be responsible to any person other than Cove for providing advice in relation to the contents of this announcement. Neither Cenkos Securities nor any of its 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 customer of Cenkos Securities in connection with this announcement, any statement contained herein or otherwise.

This announcement does not constitute a prospectus or prospectus equivalent document.

Overseas jurisdictions

The laws of relevant jurisdictions may affect the availability of the Acquisition to persons who are not citizens, residents or nationals of the United Kingdom. Persons who are not resident in the United Kingdom, or who are citizens, residents or nationals of a jurisdiction outside of the United Kingdom, should inform themselves about and observe any applicable legal and regulatory requirements. Any failure to comply with the laws and regulatory requirements of the relevant jurisdiction may constitute a violation of the securities laws of such jurisdiction.

This announcement is for information purposes only and is not intended to be, and does not constitute or form any part of, any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely pursuant to the terms of the Offer Document (or, if applicable, the Scheme Document) which will contain the full terms and conditions of the Acquisition, including details of how to accept the Offer (or how to vote in respect of a Scheme, as the case may be). Any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Offer Document (or, if applicable, the Scheme Document).

Unless otherwise determined by PTTEP AI or required by the Code and permitted by applicable law and regulation, the Acquisition will not be made, directly or indirectly, in or into, or by the use of the mails of, or by any means or instrumentality (including, without limitation, by mail, telephonically or electronically by way of internet or otherwise) of interests or foreign commerce of, or by any facilities of a national, state or other securities exchange of any Restricted Jurisdiction, and the Acquisition may not be accepted by any other such use, means, instrumentality or facility from or within any Restricted Jurisdiction. Accordingly, unless otherwise determined by PTTEP AI or required by the Code and permitted by applicable law and regulation, copies of this announcement and any other documents related to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction. All persons receiving this announcement (including, without limitation, custodians, nominees and trustees) should observe these restrictions and any applicable legal or regulatory requirements of their jurisdiction and must not mail or otherwise forward, send or distribute this announcement in, into or from any Restricted Jurisdiction.

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and/or regulation and therefore any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements.

The Acquisition will be for the securities of a corporation organised under the laws of England and will be subject to the procedure and disclosure requirements of England. Since this announcement has been prepared in accordance with English law and the Code, the information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

Cautionary Note Regarding Forward-looking statements

This announcement, including information included or incorporated by reference in this announcement, may contain "forward-looking statements" concerning the Acquisition, PTTEP, PTTEP AI and Cove. Generally, the words "will", "may", "should", "could", "would", "can", "continue", "opportunity", "believes", "expects", "intends", "anticipates", "estimates" or words or terms of similar substance or the negative thereof are forward-looking statements. These statements are based on assumptions and assessments made by Cove, and/or PTTEP or PTTEP AI in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. The forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of PTTEP's, PTTEP AI's or Cove's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on PTTEP's, PTTEP AI's or Cove's business. Many of these risks and uncertainties relate to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements. There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates, tax regimes and future business combinations or dispositions. All subsequent oral or written forward-looking statements attributable to PTTEP, PTTEP AI or Cove or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. PTTEP, PTTEP AI and Cove disclaim any obligation in respect of, and do not intend to update or correct the information contained in this document (whether as a result of new information, future events or otherwise), except as required pursuant to applicable law.

Nothing in this announcement is intended, or is to be construed, as a profit forecast or to be interpreted to mean that the earnings per PTTEP share or Cove Share for the current or future financial years will necessarily match or exceed the historical published earnings per PTTEP share or Cove Share (as the case may be).

Notice to Cove Shareholders in the United States

The Offer will be made for securities of a corporation organised under the laws of England, and Cove Shareholders in the United States should be aware that this announcement, the Offer Document (or, if applicable, the Scheme Document) and any other documents relating to the Offer have been or will be prepared in accordance with the Code, the AIM Rules and UK disclosure requirements, format and style, all of which differ from those generally applicable in the United States. The financial statements of PTTEP and Cove and all financial information that is included in this announcement, or that may be included in the formal offer documentation or any other documents relating to the Offer, have been or will be prepared otherwise than in accordance with US GAAP and may not be comparable to the financial statements or other financial information of US companies.

The Offer will be for the securities of a non-US company which does not have securities registered under Section 12 of the US Securities Exchange Act. The Offer will be made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the US Securities Exchange Act, subject to the exemptions provided by Rule 14d-1 under the US Securities Exchange Act and otherwise in accordance with the requirements of the Code. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and laws. In the United States, the Offer will be deemed made solely by PTTEP AI and not by any of its financial advisers.

In accordance with, and to the extent permitted by, the Code, normal UK market practice and Rule 14e-5 under the US Securities Exchange Act, PTTEP AI or its nominees, or its brokers (acting as agents) or their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, Cove Shares outside the United States, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Such purchases, or arrangements to purchase, will comply with all applicable UK rules, including the Code and the rules of the London Stock Exchange, and Rule 14e-5 under the US Securities Exchange Act to the extent applicable. In addition, in accordance with, and to the extent permitted by, the Code, normal UK market practice and Rule 14e-5 under the US Securities Exchange Act, UBS and its respective affiliates will continue to act as exempt principal traders in Cove Shares on the London Stock Exchange and engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law. Any information about such purchases will be disclosed as required in the UK and will be available to all investors (including Cove Shareholders in the United States) from any Regulatory Information Service including the Regulatory News Service on the London Stock Exchange website, www.londonstockexchange.com .

Each Cove Shareholder in the United States is urged to consult with his independent professional adviser regarding any acceptance of the Offer including, without limitation, to consider the tax consequences associated with such shareholder's acceptance of the

Offer.

Neither the SEC nor any other United States state securities commission has approved or disapproved the Offer, or passed judgment upon the adequacy or completeness of this announcement or the Offer Document. Any representation to the contrary is a criminal offence.

It may be difficult for Cove Shareholders in the United States to enforce their rights and any claim arising out of the US federal securities laws, since PTTEP AI and Cove are incorporated under the laws of countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. Cove Shareholders in the United States may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment or jurisdiction.

Dealing disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Information relating to Cove Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by Cove Shareholders, persons with information rights and other relevant persons for the receipt of communications from Cove may be provided to PTTEP and PTTEP AI during the offer period as required under Section 4 of Appendix 4 of the Code.

Publication on websites

In accordance with Rule 30.4 of the Code, a copy of this announcement will be available, subject to certain restrictions in relation to persons resident in Restricted Jurisdictions, on PTTEP's website (http://www.pttep.com) and on Cove's website (http://www.cove-energy.com) by no later than 12 noon on 24 May 2012. Neither the contents of Cove's website, the contents of PTTEP's website, nor the content of any other website accessible from hyperlinks on either Cove's or PTTEP's website, is incorporated into or forms part of this announcement.

FOR IMMEDIATE RELEASE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

23 May 2012

RECOMMENDED CASH OFFER

BY

PTTEP AFRICA INVESTMENT LIMITED ("PTTEP AI")

(A WHOLLY OWNED SUBSIDIARY OF

PTT EXPLORATION AND PRODUCTION PUBLIC COMPANY LIMITED ("PTTEP"))

FOR

COVE ENERGY PLC ("COVE")

1. Introduction

Further to PTTEP's Possible Offer Announcement, PTTEP and Cove are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by PTTEP AI (a wholly-owned subsidiary of PTTEP) for the entire issued and to be issued share capital of Cove.

The directors of Cove will unanimously recommend that Cove Shareholders accept or procure acceptance of the Offer (or in the event that the Acquisition is effected by means of a scheme of arrangement under Part 26 of the Companies Act, recommend to Cove Shareholders that they vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting). Accordingly, the directors of Cove confirm that they have withdrawn their recommendation of the Shell Offer.

2. Summary of the Acquisition

Under the terms of the Acquisition, which will be on and subject to the terms and conditions set out below and in Appendix I to this announcement and to be set out in the Offer Document and the Form of Acceptance (or in the event that the Acquisition is implemented by way of a Scheme of Arrangement, in the Scheme Document), Cove Shareholders who accept the Offer will be entitled to receive:

240 pence in cash for each Cove Share

The Acquisition values the entire issued and to be issued share capital of Cove at approximately GBP1,221.4 million.

The Offer Price represents a premium of approximately:

-- 9.1 per cent. to the offer of 220.0 pence per Cove Share announced in the Shell Offer which the directors of Cove have previously recommended;

-- 155.3 per cent. to the Closing Price of 94.0 pence per Cove Share as of 12 December 2011, the last Business Day prior to Cove's announcement of the opening of the data room to certain parties who expressed an interest in the Rovuma Project;

-- 113.3 per cent. to the Closing Price of 112.5 pence per Cove Share as of 4 January 2012, the last Business Day prior to Cove's announcement of the sale process for the company; and

-- 6.6 per cent. to the average Closing Price of 225.1 pence per Cove Share over the five Business ending on 22 May 2012, the last Business Day prior to the date of this announcement.

The Offer Price also represents an EV/recoverable resources ratio of between US$0.41/mcf and US$0.86/mcf (approximately US$2.48 and US$5.18 per barrel of oil equivalent), based on the estimated recoverable natural gas resources of between 50 tcf and 24 tcf, in the Rovuma Project including the Golfinho discovery, announced by Cove on 15 May 2012.

3. Background to and reasons for the Acquisition

Since its inception in 1978, PTTEP's parent company, PTT Public Company Limited ("PTT"), has successfully led the creation of a natural gas based economy in Thailand. PTT has more than 3,000 km of onshore and offshore gas transmission pipelines, a 5 MTPA ("million tonnes per annum") LNG import terminal and related infrastructure, to support Thailand's natural gas based economy. Thailand has been at the forefront of the natural gas revolution for more than 30 years and has built an extensive industry across the natural gas value chain comprising power generation, petrochemical, transportation and further value added downstream industry. To satisfy Thailand's ever-rising gas demand, PTTEP is dedicated to seeking and securing an energy supply for the country, in which LNG will play a major role.

Cove has (among other interests) an 8.5 per cent. participating interest in the Rovuma Project, 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.

4. Recommendation

The Board of Cove, which has been so advised by Standard Chartered, considers the terms of the Acquisition to be fair and reasonable. In providing its advice to the Board of Cove, Standard Chartered has taken into account the commercial assessments of the Board of Cove.

The directors of Cove will unanimously recommend to Cove Shareholders that they accept or procure acceptance of the Offer (or in the event that the Acquisition is effected by means of a scheme of arrangement under Part 26 of the Companies Act, recommend to Cove Shareholders that they vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting).Accordingly, the directors of Cove confirm that they have withdrawn their recommendation of the Shell Offer.

5. Background to and reasons for recommending the Acquisition

The announcement of the Acquisition follows the decision announced by Cove on 5 January 2012 to conduct a formal sale process for the company and the announcement by PTTEP on 24 February 2012 made under Rule 2.4 of the Code of a proposed cash offer of 220pence per Cove Share.

On 24 April 2012 a recommended offer of 220 pence per Cove share was announced by Shell Exploration and Production (XL) B.V., which signalled the end of the formal sale process.

In arriving at their decision to recommend the Acquisition, the directors of Cove have taken into account that the terms of the Acquisition represent a significant premium of approximately:

-- 9.1 per cent. to the offer of 220.0 pence per Cove Share announced in the Shell Offer which the directors of Cove have previously recommended;

-- 155.3 per cent. to the Closing Price of 94.0 pence per Cove Share as of 12 December 2011, the last Business Day prior to Cove's announcement of the opening of the data room to certain parties who expressed an interest in the Rovuma Project;

-- 113.3 per cent. to the Closing Price of 112.5 pence per Cove Share as of 4 January 2012, the last Business Day prior to Cove's announcement of the sale process for the company; and

-- 6.6 per cent. to the average Closing Price of 225.1 pence per Cove Share over the five Business ending on 22 May 2012, the last Business Day prior to the date of this announcement.

In addition, the directors of Cove have taken into account that the terms of the Acquisition represent an EV/recoverable resources ratio of between US$0.41/mcf and US$0.86/mcf (approximately US$2.48 and US$5.18 per barrel of oil equivalent), based on the estimated recoverable natural gas resources of between 50 tcf and 24 tcf, in the Rovuma Project including the Golfinho discovery, announced by Cove on 15 May 2012.

The Board of Cove will unanimously recommend the all-cash offer, not only due to the implied premiums and sector transaction multiple as described above, but also taking into account other factors of relevance to Cove Shareholders including transaction execution, financing and completion. Cove Shareholders should note that PTTEP has not yet obtained the consent of Mozambique's Minister of Mineral Resources to the indirect change of control of Cove Mozambique, the Rovuma Project Interest, Cove Mozambique Onshore and the Rovuma Onshore Interest. Cove has agreed to assist PTTEP in relation to obtaining such consent.

6. Information on PTTEP and PTTEP AI

PTTEP is Thailand's national petroleum exploration and production company with 40 projects in 12 countries around the globe. Established in 1985 and publicly listed in 1993, PTTEP is the second largest company on the Stock Exchange of Thailand by market capitalisation with a market capitalisation of 536.2 billion baht (or US$17.1 billion), in each case as of 22 May 2012. PTTEP is one of the largest producers of oil and gas in Asia. In 2011, PTTEP produced around 100 million barrels of oil equivalent and natural gas represented 71 per cent. of total sales.

PTTEP is at the forefront of global natural gas producers. PTTEP has built a strong international portfolio and international assets now account for 44 per cent. of PTTEP's oil and gas reserves. PTTEP has operations in Southeast Asia, the Middle East, North Africa, Australasia and North America, and has a long history of working highly successfullywith national and international oil companies. Most recently, PTTEP completed the acquisition of a 40 per cent. stake in the Kai Kos Dehseh Oil Sands Project in Canada from Statoil ASA for US$2.3 billion.

Together with its parent company, PTT, which holds an interest of approximately 65 per cent. in PTTEP, PTTEP is dedicated to satisfying the natural gas demands of Thailand and of the other countries in which it operates. As a net energy importer, Thailand has been actively seeking to secure an energy supply in which LNG will play a major role in meeting continuously increasing gas demands. PTT has gas sales in excess of 4 BCFD ("billion cubic feet per day"). PTT currently imports close to 1 BCFD of natural gas and it completed the construction of a 5 MTPA LNG receiving terminal in 2011, with an additional 5 MTPA to be developed in the near future. PTTEP is committed to be a partner to the Republic of Mozambique and the partners of the Rovuma Project in the marketing of the LNG volumes of the project there.

PTTEP AI is an indirect wholly owned subsidiary of PTTEP and is incorporated under the laws of the Cayman Islands. PTTEP AI acts as a holding company for exploration and production assets of the PTTEP Group in Africa.

7. Information on Cove

Cove is an exploration and production company with a strategy of value creation through exploration and appraisal. Cove is incorporated in England and Wales and was re-admitted to trading on AIM in 2009 after acquiring its current interests in East Africa and completing an associated fund raising to finance the company's initial participation in these assets. Key interests held by Cove are listed below:

Mozambique Offshore: Cove has an 8.5 per cent. participating interest in the Rovuma Project in Mozambique which contains significant discoveries holding estimated recoverable resources of up to 50+ tcf in the Rovuma Project including the Golfinho discovery, announced by Cove on 15 May 2012. The partnership is currently undertaking an extensive exploration, appraisal and development planning programme targeted at achieving final investment decision by the end of 2013 leading to the construction of a liquefaction facility to support the sale of significant volumes of LNG to export markets.

Mozambique Onshore: Cove has a 10 per cent. participating interest in the onshore concession area of the Rovuma Block in Mozambique covering 12,000 sq km. A work programme comprising circa 1,000 km of 2D seismic is planned for 2012, followed by a potential 2 well drilling programme in 2013.

Kenya Offshore: Cove has a 10 per cent. working interest in blocks L5, L7,L11A, L11B and L12 covering an area of 30,682 sq km offshore Kenya. Two 3D seismic programmes were completed in 2011 and the first exploration well is planned in 2012. Cove also has a 25 per cent. working interest in offshore blocks L10A and a 15 per cent. working interest in Kenya offshore block L10B. L10A and L10B together cover an area of more than 10,400 sq km. A programme of 2D and 3D seismic was recently completed on these blocks.

On 30 January 2012 Cove announced it has entered into an agreement to divest its Tanzanian interests, comprising a 16.38 per cent. interest in production operations and 20.475 per cent. interest in exploration operations in the Mnazi Bay Production Sharing Contract to Wentworth Resources Ltd ("Wentworth") in exchange for:

-- an increase in profit share from Mozambique Rovuma Offshore Area 1 Block through the termination by Wentworth of a profit petroleum royalty interest of 4.95 per cent. over Cove's Rovuma Project Interest;

   --      two million newly issued fully paid shares in Wentworth to be retained by Cove; and 

-- contingent payments of up to US$8.5 million, depending on future natural gas production thresholds from the Mnazi Bay Production Sharing Contract being achieved.

In 2010, Cove had revenues of US$363,000. As at 31 December 2010, Cove had gross assets of US$275 million. For the six months ended 30 June 2011, Cove made a net loss of US$1,259,000.

8. Financing of the Acquisition

PTTEP AI expects to fund the aggregate consideration payable under the Acquisition using a mixture of existing cash resources and a new committed debt facility made available under a facility agreementbetween PTTEP AI, PTTEP Borrower (a wholly owned subsidiary of PTTEP) and UBS AG, Hong Kong Branch and certain other finance parties. The obligations of PTTEP Borrower under the facility agreement are to be guaranteed by PTTEP AI under the terms of the facility agreement and by PTTEP by way of a separate guarantee.

Further details of the facility agreement and financing arrangements will be set out in the Offer Document (or, as the case may be, the Scheme Document).

UBS, exclusive financial adviser to PTTEP, has confirmed that it is satisfied that sufficient resources are available to PTTEP to enable it to satisfy in full the cash consideration payable by PTTEP under the terms of the Acquisition.

9. Assistance of Cove in relation to required approvals

Cove has agreed to assist PTTEP in relation to obtaining any required governmental consents, including the consent of the Republic of Mozambique's Minister of Mineral Resources, as soon as reasonably practicable after the release of this announcement. In addition, Cove has agreed to co-operate with, and provide assistance to, PTTEP in relation to obtaining any other regulatory and/or anti-trust clearances required in connection with the Offer.

10. Management and employees

There are no agreements or arrangements between PTTEP and management or employees of Cove in relation to their ongoing involvement in the business. The Acquisition is not conditional on reaching agreement with such persons. Further detail in relation to PTTEP's intentions as regards the management and employees of Cove will be provided in the Offer Document (or, as the case may be, the Scheme Document) in due course.

11. Cove Share Schemes

Participants in the Cove Share Schemes will be contacted regarding the effect of the Acquisition on their rights under such scheme and appropriate proposals will be made to them in due course. Details of the proposals will be set out in the Offer Document (or, as the case may be, the Scheme Document) and in separate letters to be sent to participants in the Cove Share Schemes.

12. Disclosure of interests in Cove

As of 9 March 2012, no Opening Position Disclosure was required to be made public by PTTEP and PTTEP AI under Rule 8.1(a) of the Code because no relevant person had any interests to disclose.

13. Conditions and Offer Document

The Acquisition is conditional upon, among other things:

-- valid acceptances of the Offer being received (and not, where permitted, withdrawn) by no later than 1.00 p.m. on the First Closing Date (or such time(s) and/or date(s) as PTTEP AI may, with the consent of the Panel or in accordance with the Code, decide) in respect of not less than 90 per cent. (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 of the Republic of Mozambique's Minister of Mineral Resources (or through one or more delegated representatives) required as a result of the indirect change of control of Cove Mozambique, the Rovuma Project 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. The condition is set out in paragraph 1.b of Appendix 1 to this announcement; 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. The condition is set out in paragraph 1.c of Appendix 1 to this announcement.

It is expected that the Offer Document and the Form of Acceptance will be published as soon as practicable and, in any event, (save with the consent of the Panel) within 28 days of this announcement. The Offer Document and Form of Acceptance will be made available to all Cove Shareholders, other than those in Restricted Jurisdictions, at no charge to them on PTTEP's website at http://www.pttep.com and Cove's website at http://www.cove-energy.com.

The Offer Document will contain important information on the Acquisition and how Cove Shareholders may accept it and, accordingly, Cove Shareholders are urged to read the Offer Document and any accompanying Form of Acceptance when published.

14. Compulsory acquisition, delisting, cancellation of admission to trading and re-registration

If PTTEP receives acceptances under the Offer in respect of, and/or otherwise acquires or contracts to acquire, 90 per cent. or more in nominal value of the Cove Shares to which the Offer relates and of the voting rights attaching to those Cove Shares and assuming that all of the other Conditions have been satisfied or waived (if capable of being waived), PTTEP intends to exercise its rights in accordance with Chapter 3 of Part 28 of the Companies Act to acquire compulsorily the remaining Cove Shares on the same terms as the Offer.

Following the Offer becoming or being declared unconditional in all respects and subject to any applicable requirements of the AIM Rules, PTTEP intends to procure that Cove applies to the London Stock Exchange for the cancellation of trading in the Cove Shares on AIM. It is anticipated that such cancellation will take effect no earlier than 20 Business Days after the Offer becomes or is declared unconditional in all respects, subject to compliance with applicable requirements of the AIM Rules. The cancellation of trading of Cove Shares will significantly reduce the liquidity and marketability of any Cove Shares not acquired by PTTEP.

It is intended that, following the Offer becoming or being declared unconditional in all respects and after the Cove Shares are delisted, Cove be re-registered as a private limited company under the relevant provisions of the Companies Act.

15. Arrangements between PTTEP / PTTEP AI and Cove

On 26 December 2011, PTTEP entered into a confidentiality undertaking with Cove (as amended on 13 January 2012) in relation to the Acquisition, including customary confidentiality provisions and undertakings by PTTEP not to solicit Cove's employees, customers and suppliers.

On 24 February 2012, PTTEP and Cove entered into a side letter in order to, inter alia, enable PTTEP to make its Possible Offer Announcement.

On 23 May 2012, Cove entered into a deed of undertaking to provide assistance to PTTEP with respect to obtaining any governmental regulatory and anti--trust consents, approvals or clearances as detailed in paragraph 9 above and to enable PTTEP to make this announcement.

16. Other

The Acquisition will be subject to the applicable requirements of the Code, the Panel and the London Stock Exchange (including the AIM Rules).

Cove Shares will be acquired under the Acquisition by PTTEP AI fully paid and free from all liens, charges, equitable interests, encumbrances, rights of pre-emption and other third party rights or interests and together with all rights attaching thereto, including without limitation the right to receive all dividends and other distributions (if any) announced, declared, made or paid after the date of this announcement.

Appendix I sets out the Conditions and certain further terms of the Acquisition. Appendix II sets out the bases and sources relating to certain information contained in this announcement. Certain terms used in this announcement are defined in Appendix III.

17. Documents on display

Copies of the following documents will be made available on Cove's and PTTEP's website at http://www.pttep.com and http://www.cove-energy.com respectively by no later than 12 noon on 24 May 2012 until the closing of the Offer Period:

-- the facility agreement and guarantee referred to in paragraph 8 above and the related intra group loan agreement;

-- the confidentiality undertaking (and amendments thereto) and the side letter referred to in paragraph 15 of this announcement; and

-- the deed of undertaking referred to in paragraph 15 of this announcement setting out the commitments to co-operate and assist in relation to any required approvals, details of which are set out in paragraph 9 of this announcement.

18. Overseas Shareholders

The distribution of this announcement, and the availability of the Acquisition, to persons who are not resident in the United Kingdom may be affected by the laws of their relevant jurisdiction. Such persons should inform themselves of and observe any applicable legal or regulatory requirements of their jurisdiction. Further details in relation to Overseas Shareholders will be contained in the Offer Document (or, as the case may be, the Scheme Document).

Enquiries:

PTT Exploration and Production Public Company Limited (Investor relations)

Energy Complex Building A

6th Floor & 19th - 36th Floor

555/1 Vibhavadi Rangsit Road

Chatuchak, Chatuchak

Bangkok 10900 Thailand

Phone: +66 (0) 2537 4000

   Fax:      +66 (0) 2537 4444 

E-mail: IR@pttep.com

   UBS Investment Bank (Financial adviser to PTTEP)               +44 (0) 20 7567 8000 

Jonathan Rowley

Philip Wolfe

Gerhard Riegler

   Brunswick Group (PR adviser to PTTEP)                                 +44 (0) 20 7404 5959 

Andrew Mitchell

Patrick Handley

Will Carnwath

Cove Energy plc

   Michael Blaha (Executive Chairman)                                            +44 20 3008 5260 

John Craven (CEO) +353 1 662 4351

   Michael Nolan (Finance Director)                                                 +353 1 662 4351 
   Standard Chartered (Financial adviser to Cove)                      +44 20 7885 8888 

Amer Baig

Geraldine Murphy

Rob Tims

Hein Pieter Boers

Aditya Yadav

Cenkos Securities plc (Nominated adviser and broker to Cove)

Jon Fitzpatrick +44 20 7397 8900

Ken Fleming +44 13 1220 6939

   Joe Nally (Corporate Broking)                                                      +44 20 7397 8900 
   FTI Consulting (Cove Media Relations)                                    +44 20 7831 3113 

Billy Clegg

Edward Westropp

UBS, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser to PTTEP and PTTEP AI in relation to the Acquisition and no-one else and will not be responsible to anyone other than PTTEP and PTTEP AI for providing the protections offered to clients of UBS or for providing advice in relation to the Acquisition or the contents of this announcement or any transaction or arrangement referred to herein. UBS does not accept any responsibility whatsoever to any person other than PTTEP or PTTEP AI for the contents of this announcement or for any statement made or purported to be made by it or on its behalf in connection with the Acquisition. UBS accordingly disclaims all and any liability whether arising in tort, contract or otherwise which it might otherwise have in respect of this announcement or any such statement.

Standard Chartered, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Cove and for no one else in connection with the Acquisition and will not be responsible to anyone other than Cove for providing the protections afforded to clients of Standard Chartered nor for giving advice in relation to the Acquisition or any matter or arrangement referred to in this announcement.

Cenkos Securities plc ("Cenkos Securities"), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Cove as nominated adviser and broker and is not acting for or advising any other person and accordingly will not be responsible to any person other than Cove for providing advice in relation to the contents of this announcement. Neither Cenkos Securities nor any of its 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 customer of Cenkos Securities in connection with this announcement, any statement contained herein or otherwise.

This announcement does not constitute a prospectus or prospectus equivalent document.

Overseas jurisdictions

The laws of relevant jurisdictions may affect the availability of the Acquisition to persons who are not citizens, residents or nationals of the United Kingdom. Persons who are not resident in the United Kingdom, or who are citizens, residents or nationals of a jurisdiction outside of the United Kingdom, should inform themselves about and observe any applicable legal and regulatory requirements. Any failure to comply with the laws and regulatory requirements of the relevant jurisdiction may constitute a violation of the securities laws of such jurisdiction.

This announcement is for information purposes only and is not intended to be, and does not constitute or form any part of, any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely pursuant to the terms of the Offer Document (or, if applicable, the Scheme Document) which will contain the full terms and conditions of the Acquisition, including details of how to accept the Offer (or how to vote in respect of a Scheme, as the case may be). Any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Offer Document (or, if applicable, the Scheme Document).

Unless otherwise determined by PTTEP AI or required by the Code and permitted by applicable law and regulation, the Acquisition will not be made, directly or indirectly, in or into, or by the use of the mails of, or by any means or instrumentality (including, without limitation, by mail, telephonically or electronically by way of internet or otherwise) of interests or foreign commerce of, or by any facilities of a national, state or other securities exchange of any Restricted Jurisdiction, and the Acquisition may not be accepted by any other such use, means, instrumentality or facility from or within any Restricted Jurisdiction. Accordingly, unless otherwise determined by PTTEP AI or required by the Code and permitted by applicable law and regulation, copies of this announcement and any other documents related to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction. All persons receiving this announcement (including, without limitation, custodians, nominees and trustees) should observe these restrictions and any applicable legal or regulatory requirements of their jurisdiction and must not mail or otherwise forward, send or distribute this announcement in, into or from any Restricted Jurisdiction.

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and/or regulation and therefore any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements.

The Acquisition will be for the securities of a corporation organised under the laws of England and will be subject to the procedure and disclosure requirements of England. Since this announcement has been prepared in accordance with English law and the Code, the information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

Cautionary Note Regarding Forward-looking statements

This announcement, including information included or incorporated by reference in this announcement, may contain "forward-looking statements" concerning the Acquisition, PTTEP, PTTEP AI and Cove. Generally, the words "will", "may", "should", "could", "would", "can", "continue", "opportunity", "believes", "expects", "intends", "anticipates", "estimates" or words or terms of similar substance or the negative thereof are forward-looking statements. These statements are based on assumptions and assessments made by Cove, and/or PTTEP or PTTEP AI in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. The forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of PTTEP's, PTTEP AI's or Cove's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on PTTEP's, PTTEP AI's or Cove's business. Many of these risks and uncertainties relate to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements. There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates, tax regimes and future business combinations or dispositions. All subsequent oral or written forward-looking statements attributable to PTTEP, PTTEP AI or Cove or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. PTTEP, PTTEP AI and Cove disclaim any obligation in respect of, and do not intend to update or correct the information contained in this document (whether as a result of new information, future events or otherwise), except as required pursuant to applicable law.

Nothing in this announcement is intended, or is to be construed, as a profit forecast or to be interpreted to mean that the earnings per PTTEP share or Cove Share for the current or future financial years will necessarily match or exceed the historical published earnings per PTTEP share or Cove Share (as the case may be).

Notice to US investors

The Offer will be made for securities of a corporation organized under the laws of England, and Cove Shareholders in the United States should be aware that this announcement, the Offer Document (or, if applicable, the Scheme Document) and any other documents relating to the Offer have been or will be prepared in accordance with the Code, the AIM Rules and UK disclosure requirements, format and style, all of which differ from those generally applicable in the United States. The financial statements of PTTEP and Cove and all financial information that is included in this announcement, or that may be included in the formal offer documentation or any other documents relating to the Offer, have been or will be prepared otherwise than in accordance with US GAAP and may not be comparable to the financial statements or other financial information of US companies.

The Offer will be for the securities of a non-US company which does not have securities registered under Section 12 of the US Securities Exchange Act. The Offer will be made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the US Securities Exchange Act, subject to the exemptions provided by Rule 14d-1 under the US Securities Exchange Act and otherwise in accordance with the requirements of the Code. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and laws. In the United States, the Offer will be deemed made solely by PTTEP AI and not by any of its financial advisers.

In accordance with, and to the extent permitted by, the Code, normal UK market practice and Rule 14e-5 under the US Securities Exchange Act, PTTEP AI or its nominees, or its brokers (acting as agents) or their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, Cove Shares outside the United States, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Such purchases, or arrangements to purchase, will comply with all applicable UK rules, including the Code and the rules of the London Stock Exchange, and Rule 14e-5 under the US Securities Exchange Act to the extent applicable. In addition, in accordance with, and to the extent permitted by, the Code, normal UK market practice and Rule 14e-5 under the US Securities Exchange Act, UBS and its respective affiliates will continue to act as exempt principal traders in Cove Shares on the London Stock Exchange and engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law. Any information about such purchases will be disclosed as required in the UK and will be available to all investors (including Cove Shareholders in the United States) from any Regulatory Information Service including the Regulatory News Service on the London Stock Exchange website, www.londonstockexchange.com .

Each Cove Shareholder in the United States is urged to consult with his independent professional adviser regarding any acceptance of the Offer including, without limitation, to consider the tax consequences associated with such shareholder's acceptance of the

Offer.

Neither the SEC nor any other United States state securities commission has approved or disapproved the Offer, or passed judgment upon the adequacy or completeness of this announcement or the Offer Document. Any representation to the contrary is a criminal offence.

It may be difficult for Cove Shareholders in the United States to enforce their rights and any claim arising out of the US federal securities laws, since PTTEP AI and Cove are incorporated under the laws of countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. Cove Shareholders in the United States may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment or jurisdiction.

Dealing disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Information relating to Cove Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by Cove Shareholders, persons with information rights and other relevant persons for the receipt of communications from Cove may be provided to PTTEP and PTTEP AI during the offer period as required under Section 4 of Appendix 4 of the Code.

Publication on websites

In accordance with Rule 30.4 of the Code, a copy of this announcement will be available, subject to certain restrictions in relation to persons resident in Restricted Jurisdictions, on PTTEP's website (http://www.pttep.com) and on Cove's website (http://www.cove-energy.com) by no later than 12 noon on 24 May 2012. Neither the contents of Cove's website, the contents of PTTEP's website, nor the content of any other website accessible from hyperlinks on either Cove's or PTTEP's website, is incorporated into or forms part of this announcement.

APPENDIX I

CONDITIONS AND CERTAIN FURTHER TERMS OF THE ACQUISITION

   1.         Conditions to the Offer 

The Offer will be subject to the following conditions:

Acceptance Condition

a. valid acceptances of the Offer being received (and not, where permitted, withdrawn) by no later than 1.00 p.m. (London time) on the First Closing Date (or such later time(s) and/or date(s) as PTTEP AI may, in accordance with the Code or with the consent of the Panel, decide) in respect of not less than 90 per cent. (or such lesser percentage as PTTEP AI may decide) in nominal value of the Cove Shares to which the Offer relates and of the voting rights attached to those shares, provided that this condition will not be satisfied unless PTTEP AI and/or any member of the PTTEP Group shall have acquired or agreed to acquire (whether pursuant to the Offer or otherwise) Cove Shares carrying in aggregate more than 50 per cent. of the voting rights then normally exercisable at a general meeting of Cove, including for this purpose (except to the extent otherwise agreed by the Panel) any such voting rights attaching to Cove Shares that are unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise.

For the purposes of this Condition:

i. Cove Shares which have been unconditionally allotted shall be deemed to carry the voting rights they will carry upon issue; and

ii. the expression "Cove Shares to which the Offer relates" shall be construed in accordance with Chapter 3 of Part 28 of the 2006 Act;

Mozambique Condition

b. the receipt of written consent of the Republic of Mozambique's Minister of Mineral Resources (or through one or more delegated representatives) as required under Article 24.1 of the Mozambique Offshore EPC and Article 24.1 of the Mozambique Onshore EPC, 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;

Title to Rovuma Project Interest

c. 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;

Other Third Party clearances

d. no central bank, government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental, administrative, fiscal or investigative body, court, trade agency, association, institution, environmental body, employee representative body or any other body or person whatsoever in any jurisdiction (each a "Third Party") having decided to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or having required any action to be taken or otherwise having done anything or having enacted, made or proposed any statute, regulation, decision, order or change to published practice and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to:

i. make the Acquisition, its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, any member of the Wider Cove Group by any member of the Wider PTTEP Group void, illegal and/or unenforceable under the laws of any relevant jurisdiction, or otherwise directly or indirectly prevent, prohibit, or materially restrain, restrict, impede, challenge or delay the implementation (in each case to an extent which is material in the context of the Wider Cove Group or the Acquisition) of, or impose additional material conditions or obligations with respect to, the Acquisition or the acquisition of any shares or other securities in, or control or management of Cove by any member of the Wider PTTEP Group or require amendment of the Acquisition or otherwise challenge or interfere therewith;

ii. require, prevent or delay the divestiture or alter the terms envisaged for such divestiture by any member of the Wider PTTEP Group or by any member of the Wider Cove Group of all or any part of their businesses, assets or property or impose any limitation on the ability of all or any of them to conduct their businesses (or any part thereof) or to own, control or manage any of their assets or properties (or any part thereof) to an extent which is material in the context of the Wider Cove Group taken as a whole or the Wider PTTEP Group taken as a whole in the context of the Acquisition (as the case may be);

iii. impose any limitation on, or result in a delay in, the ability of any member of the Wider PTTEP Group directly or indirectly to acquire or hold or to exercise effectively all or any rights of ownership in respect of shares or securities convertible into shares or any other securities or loans in Cove (or any member of the Wider Cove Group) or on the ability of any member of the Wider Cove Group or any member of the Wider PTTEP Group directly or indirectly to hold or exercise effectively any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise management control over, any member of the Wider Cove Group to an extent which is material in the context of the Wider Cove Group taken as a whole or the Wider PTTEP Group taken as a whole in the context of the Acquisition (as the case may be);

iv. other than pursuant to the implementation of the Acquisition, require any member of the Wider PTTEP Group or the Wider Cove Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Wider Cove Group or any asset owned by any third party which is material in the context of the Wider Cove Group or the Wider PTTEP Group, in either case taken as a whole or in the context of the Acquisition (as the case may be);

v. require, prevent or materially delay a divestiture by any member of the Wider PTTEP Group of any shares or other securities (or the equivalent) in any member of the Wider Cove Group;

vi. result in any member of the Wider Cove Group ceasing to be able to carry on business under any name under which it presently carries on business to an extent which is material in the context of the Wider Cove Group taken as a whole or in the context of the Acquisition;

vii. impose any limitation on the ability of any member of the Wider PTTEP Group or any member of the Wider Cove Group to conduct, integrate or co-ordinate all or any part of their respective businesses with all or any part of the business of any other member of the Wider PTTEP Group and/or the Wider Cove Group in a manner which is materially adverse to the Wider PTTEP Group and/or the Wider Cove Group, in either case, taken as a whole or in the context of the Acquisition; or

viii. except as Disclosed, otherwise affect the business, assets, value, profits, prospects or operational performance of any member of the Wider Cove Group or any member of the Wider PTTEP Group in each case in a manner which is adverse to and material in the context of the Wider Cove Group taken as a whole or of the rights and obligations of any members of the Wider PTTEP Group taken as a whole in connection with the Acquisition;

and all applicable waiting and other time periods (including any extensions thereof) during which any such Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Acquisition or the acquisition or proposed acquisition of any Cove Shares or otherwise intervene having expired, lapsed, or been terminated;

e. all notifications, filings or applications which are necessary or deemed by PTTEP AI (acting reasonably) to be necessary having been made in connection with the Acquisition and all necessary waiting and other time periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with and all Authorisations which are necessary or deemed by PTTEP AI or the Wider PTTEP Group (acting reasonably) to be necessary in any jurisdiction for or in respect of the Acquisition or the acquisition or the proposed acquisition of any shares or other securities in, or control of, Cove by any member of the Wider PTTEP Group having been obtained in terms and in a form reasonably satisfactory to PTTEP AI from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider Cove Group or the Wider PTTEP Group has entered into contractual arrangements and all such Authorisations which are necessary or deemed by PTTEP AI (acting reasonably) to be necessary to carry on the business of any member of the Wider Cove Group in any jurisdiction having been obtained in each case where the direct consequence of a failure to make such notification or filing or to wait for the expiry, lapse or termination of any such waiting or other time period or to comply with such obligation or obtain such Authorisation would be unlawful in any jurisdiction or have a material adverse effect on the Wider Cove Group, any member of the PTTEP Group or the ability of PTTEP AI to implement the Acquisition and all such Authorisations remaining in full force and effect at the time at which the Acquisition becomes otherwise wholly unconditional and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations;

f. no temporary restraining order, preliminary or permanent injunction, preliminary or permanent enjoinment, or other order threatened or issued and being in effect by a court or other Third Party which has the effect of making the Acquisition or any acquisition or proposed acquisition of any shares or other securities or control or management of, any member of the Wider Cove Group by any member of the Wider PTTEP Group, or the implementation of either of them, void, voidable, illegal and/or unenforceable under the laws of any relevant jurisdiction, or otherwise directly or indirectly prohibiting, preventing, restraining, restricting, materially delaying or otherwise materially interfering with the consummation or the approval of the Acquisition or any matter arising from the proposed acquisition of any shares or other securities in, or control or management of, any member of the Wider Cove Group by any member of the Wider PTTEP Group;

Confirmation of absence of adverse circumstances

g. except as Disclosed, there being no provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider Cove Group is a party or by or to which any such member or any of its assets is or may be bound or be subject or any event or circumstance which, as a consequence of the Acquisition or the acquisition or the proposed acquisition by any member of the Wider PTTEP Group of any shares or other securities in Cove or because of a change in the control or management of any member of the Wider Cove Group or otherwise, would or might reasonably be expected to result in, in each case to an extent which is material in the context of the Acquisition or the Wider Cove Group taken as a whole or to the rights and obligations of any member of the PTTEP Group in connection with the Acquisition:

i. any monies borrowed by, or any other indebtedness, actual or contingent, or any grant available to any member of the Wider Cove Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

ii. the rights, liabilities, obligations, interests or business of any member of the Wider Cove Group or any member of the Wider PTTEP Group under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any member of the Wider Cove Group or any member of the Wider PTTEP Group in or with any other firm or company or body or person (or any agreement or arrangement relating to any such business or interests) being or likely to become terminated or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;

iii. any member of the Wider Cove Group ceasing to be able to carry on business under any name under which it presently carries on business to an extent which is material in the context of the Wider Cove Group taken as a whole;

iv. any assets or interests of, or any asset the use of which is enjoyed by, any member of the Wider Cove Group being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any member of the Wider Cove Group otherwise than in the ordinary course of business;

v. the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the Wider Cove Group or any mortgage, charge or other security interest (whenever created, arising or having arisen), becoming enforceable;

vi. the business, assets, value, financial or trading position, profits, prospects or operational performance of any member of the Wider Cove Group being prejudiced or adversely affected;

vii. the creation or acceleration of any liability (actual or contingent) by any member of the Wider Cove Group; or

viii. any liability of any member of the Wider Cove Group to make any severance, termination, bonus or other payment to any of its directors or other officers;

and no event having occurred which, under any provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider Cove Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, could result in any of the events or circumstances as are referred to in sub-paragraphs (i) to (viii) of this Condition, in each case to an extent which is or would be material in the context of the Acquisition or the Wider Cove Group taken as a whole or is or would be material to the rights and obligations of any member of the PTTEP Group in connection with the Acquisition;

No material transactions claims or changes in the conduct of the business of the Cove Group

   h.         except as Disclosed, no member of the Wider Cove Group having since 31 December 2010: 

i. save as between Cove and its wholly-owned subsidiaries or between such wholly-owned subsidiaries and save for the issue of Cove Shares on the exercise of options granted before 24 April 2012 in the ordinary course, issued or agreed to issue or authorised or proposed the issue of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities;

ii. recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution (whether payable in cash or otherwise) other than to Cove or one of its wholly-owned subsidiaries;

iii. save as between Cove and its wholly-owned subsidiaries or between such wholly-owned subsidiaries, merged with (by statutory merger or otherwise) or demerged from or acquired any body corporate, partnership or business or acquired or disposed of, or, other than in the ordinary course of business, transferred, mortgaged or charged or created any security interest over, any assets or any right, title or interest in any asset (including shares and trade investments) or authorised, proposed or announced any intention to do so;

iv. save as between Cove and its wholly-owned subsidiaries or between such wholly-owned subsidiaries, made, authorised, proposed or announced an intention to propose any change in its loan capital;

v. issued, authorised or proposed the issue of any debentures or (save in the ordinary course of business and save as between Cove and its wholly-owned subsidiaries or between such wholly-owned subsidiaries) incurred or increased any indebtedness or become subject to any contingent liability to an extent which is material in the context of the Wider Cove Group or in the context of the Acquisition;

vi. entered into, varied, authorised or proposed entry into or variation of, or announced its intention to enter into or vary, any contract, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise): (a) which is of a long term, unusual or onerous nature or magnitude; or (b) which involves or could reasonably be expected to involve an obligation of a nature or magnitude which is, in any such case, material in the context of the Wider Cove Group or in the context of the Acquisition; or (c) which is or is reasonably likely to be restrictive on the business of any member of the Wider Cove Group to an extent which is or is reasonably likely to be material to the Wider Cove Group or the Wider PTTEP Group taken as a whole or in the context of the Acquisition;

vii. entered into any licence or other disposal of intellectual property rights of any member of the Wider Cove Group which are material in the context of the Wider Cove Group and outside the normal course of business;

viii. entered into, varied or authorised or proposed entry into or variation of, or announced its intention to enter into or vary the terms of or made any offer (which remains open for acceptance) to enter into or vary the terms of, any contract, commitment, arrangement or any service agreement with any director or senior executive of the Wider Cove Group save for salary increases, bonuses or variations of terms in the ordinary course;

ix. proposed, agreed to provide or modified in any material respect the terms of any share option scheme, incentive scheme, pension scheme obligations or other benefit relating to the employment or termination of employment of any employee of the Wider Cove Group which, taken as a whole, are material in the context of the Wider Cove Group or the Acquisition taken as a whole;

x. implemented or effected, or authorised, proposed or announced its intention to implement or effect, any joint venture, asset or profit sharing arrangement, partnership, composition, assignment, reconstruction, amalgamation, commitment, scheme or other transaction or arrangement (other than the Acquisition) which is material in the context of the Wider Cove Group taken as a whole or in the context of the Acquisition;

xi. purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect of the matters mentioned in sub-paragraph (i) above, made any other change to any part of its share capital;

xii. waived, compromised or settled any claim otherwise than in the ordinary course of business which is material in the context of the Wider Cove Group taken as a whole or in the context of the Acquisition;

xiii. made any material alteration to its articles of association or other constitutional documents;

xiv. (other than in respect of a member which is dormant and was solvent at the relevant time) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of any administrator, receiver, manager, administrative receiver, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed;

xv. been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

xvi. entered into any contract, commitment, agreement or arrangement otherwise than in the ordinary course of business or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this condition;

xvii. terminated or varied the terms of any agreement or arrangement between any member of the Wider Cove Group and any other person in a manner which would or might be expected to have a material adverse effect on the financial position of the Wider Cove Group taken as a whole; or

xviii having taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Panel or the approval of Cove Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the Code;

No material adverse change

   i.          since 31 December 2010, and except as Disclosed; 

i. there having been no adverse change and no circumstance having arisen which would reasonably be expected to result in any adverse change or deterioration in the business, assets, value, financial or trading position, profits, prospects or operational performance of any member of the Wider Cove Group to an extent which is material to the Wider Cove Group taken as a whole or in the context of the Acquisition or in the obligations of any member of the PTTEP Group in connection with the Acquisition;

ii. no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened, announced or instituted by or against or remaining outstanding against any member of the Wider Cove Group or to which any member of the Wider Cove Group is or may become a party (whether as claimant or defendant or otherwise) and no enquiry, review, investigation or enforcement proceedings by, or complaint or reference to, any Third Party against or in respect of any member of the Wider Cove Group having been threatened, announced or instituted by or against, or remaining outstanding in respect of, any member of the Wider Cove Group which, in any such case, might reasonably be expected to have a material adverse effect on the Wider Cove Group taken as a whole or in the context of the Acquisition;

iii. no contingent or other liability having arisen, increased or become apparent which is reasonably likely to adversely affect the business, assets, financial or trading position, profits, prospects or operational performance of any member of the Wider Cove Group to an extent which is material to the Wider Cove Group taken as a whole or in the context of the Acquisition; and

iv. no steps having been taken and no omissions having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Cove Group, which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which is material and likely to have an adverse effect on the Cove Group taken as a whole or in the context of the Acquisition;

   j.          since 31 December 2010, and except as Disclosed, PTTEP AI not having discovered: 

i. that any financial, business or other information concerning the Wider Cove Group publicly announced or disclosed to any member of the Wider PTTEP Group at any time by or on behalf of any member of the Wider Cove Group is misleading, contains a misrepresentation of fact or omits to state a fact necessary to make that information not misleading and which is, in any case, material in the context of the Wider Cove Group taken as a whole or in the context of the Acquisition;

ii. that any member of the Wider Cove Group or any partnership, company or other entity in which any member of the Wider Cove Group has a significant economic interest and which is not a subsidiary undertaking of Cove is subject to any liability, contingent or otherwise, and which is material in the context of the Wider Cove Group or in the context of the Offer; or

iii. any information which affects the import of any information disclosed to PTTEP AI at any time by or on behalf of any member of the Wider Cove Group which is material in the context of the Wider Cove Group or in the context of the Acquisition;

Environmental and other issues

   k.         except as Disclosed, PTTEP AI not having discovered that: 

Environmental liabilities

i. any past or present member of the Wider Cove Group has not complied in any material respect with all applicable legislation or regulations of any jurisdiction or any Authorisations relating to the storage, carriage, disposal, discharge, spillage, release, leak or emission of any waste or hazardous substance or any substance likely to impair the environment (including property) or harm human health or otherwise relating to environmental matters or the health and safety of humans, which non-compliance would be likely to give rise to any material liability including any penalty for non-compliance (whether actual or contingent) on the part of any member of the Wider Cove Group; or

ii. there has been a disposal, discharge, spillage, accumulation, leak, emission, release or the migration, production, supply, treatment, storage, transport or use of any waste or hazardous substance or any substance likely to impair the environment (including any property) or harm human health which (whether or not giving rise to non-compliance with any law or regulation) would be likely to give rise to any material liability (whether actual or contingent) on the part of any member of the Wider Cove Group; or

iii. there is or is reasonably likely to be any liability (whether actual or contingent) or requirement to make good, remediate, repair, re-instate or clean up any property, controlled waters or asset currently or previously owned, occupied or made use of by any past or present member of the Wider Cove Group (or on its behalf), or in which any such member may have or previously have had or be deemed to have had an interest, under any environmental legislation, common law, regulation, notice, circular, Authorisation, other legally binding requirement or order of any Third Party or to contribute to the cost thereof or associated therewith or indemnify any person in relation thereto in any such case to an extent which is material in the context of the Wider Cove Group; or

iv. circumstances exist (whether as a result of the Acquisition or otherwise) which would be reasonably likely to lead to any Third Party instituting, or whereby any member of the Wider PTTEP Group or any present or past member of the Wider Cove Group would be likely to be required to institute, an environmental audit or take any other steps which would in any such case be reasonably likely to result in any liability (whether actual or contingent) to improve, modify existing or install new plant, machinery or equipment or carry out changes in the processes currently carried out or make good, remediate, repair, re-instate or clean up any land or other asset currently or previously owned, occupied or made use of by any past or present member of the Wider Cove Group (or on its behalf) or by any person for which a member of the Wider Cove Group is or has been responsible, or in which any such member may have or previously have had or be deemed to have had an interest which is material in the context of the Wider Cove Group; or

v. circumstances exist whereby a person or class of persons would be likely to have any claim or claims in respect of any product or process of manufacture or materials used therein currently or previously manufactured, sold or carried out by any past or present member of the Wider Cove Group which claim or claims would be likely, materially and adversely, to affect any member of the Wider Cove Group and which is material in the context of the Cove Group;

Anti-corruption

vi. any member of the Wider Cove Group or any person that performs or has performed services for or on behalf of any such company is or has at any time engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010 or any other applicable anti-corruption legislation;

vii. any member of the Wider Cove Group is ineligible to be awarded any contract or business under section 23 of the Public Contracts Regulations 2006 or section 26 of the Utilities Contracts Regulations 2006 (each as amended); or

No criminal property

viii. any asset of any member of the Wider Cove Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition).

For the purposes of these Conditions the "Wider Cove Group" means Cove and its subsidiary undertakings, associated undertakings and any other undertaking in which Cove and/or such undertakings (aggregating their interests) have significant interest and the "Wider PTTEP Group" means PTTEP and its subsidiary undertakings, associated undertakings and any other undertaking in which PTTEP and/or such undertakings (aggregating their interests) have significant interest and for these purposes "subsidiary undertaking" and "undertaking" have the meanings given by the Companies Act, "associated undertaking" has the meaning given by paragraph 19 of Schedule 6 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 other than paragraph 19(1)(b) of Schedule 6 to those Regulations which shall be excluded for this purpose, and "significant interest" means a direct or indirect interest in ten per cent. or more of the equity share capital (as defined in the Companies Act).

2. Waiver of Conditions

PTTEP AI reserves the right to waive in whole or in part all or any of conditions (b) to (k) (inclusive). Conditions (b) to (k) inclusive must be satisfied as at, or waived (where possible) on or before, midnight on the 21(st) day after the later of the First Closing Date and the date on which condition (a) is fulfilled (or, in each case, such later date as the Bidder may, with the consent of the Panel, decide), failing which the Offer will lapse.

PTTEP AI shall be under no obligation to waive or determine to be, or treat as, fulfilled, any of conditions (b) to (k) inclusive by a date earlier than the date specified above for the fulfilment thereof notwithstanding that the other conditions of the Acquisition may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such conditions may not be capable of fulfilment. In any event, all of the conditions to the Acquisition must be satisfied as at, or waived (where possible) on or before midnight on the 81st day following the date on which the Offer Document is published or such other date as may be agreed with the Panel.

If PTTEP AI is required by the Panel to make an offer for Cove Shares under the provisions of Rule 9 of the Code, PTTEP AI may make such alterations to the Conditions as are necessary to comply with the provisions of that Rule.

3. Further Terms of the Acquisition

PTTEP AI reserves the right to elect with the agreement of Cove and the consent of the Panel (where necessary), to implement the acquisition of Cove by way of a court approved scheme of arrangement in accordance with Part 26 of the 2006 Act. In such event, the Scheme will be implemented on substantially the same terms, subject to appropriate amendments, as those which would apply to the Offer including such amendments as may be required by law or regulation. In particular, Condition (a) would not apply and the Scheme would become effective and binding following (i) approval of the Scheme at the Court Meeting (or any adjournment thereof) by a majority in number representing 75 per cent. or more in value of Cove Shareholders present and voting either in person or by proxy, (ii) the resolutions required to approve and implement the scheme, being those set out in the notice of General Meeting of the Cove Shareholders, being passed by the requisite majority at such General Meeting, and (iii) the sanction of the Scheme and confirmation of any associated Capital Reduction by the court (in each case with or without modification, and any such modification being acceptable to PTTEP AI and Cove) and the delivery of a copy of the court order(s) to the Registrar of Companies and, if the court so orders for it to become effective, the registration of the court order confirming the Capital Reduction.

The availability of the Acquisition to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

The Acquisition and the Offer (or the Scheme, as the case may be) will be governed by English law and will be subject to the jurisdiction of the English courts and to the Conditions set out in this announcement and in the formal Offer Document and related Form of Acceptance (or Scheme Document, as the case may be). The Acquisition will comply with the applicable rules and regulations of the Financial Services Authority, the London Stock Exchange, the Code and the AIM Rules.

Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

The Acquisition will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, internet or e-mail) of interstate or foreign commerce of, or of any facility of a national securities exchange of, Canada, Japan or Australia and the Acquisition will not be capable of acceptance by any such use, means, instrumentality or facility or from within the Canada, Japan or Australia.

Cove Shares which will be acquired under the Acquisition will be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of this announcement.

APPENDIX II

BASES OF CALCULATION AND SOURCES OF INFORMATION

In this announcement, unless otherwise stated or the context otherwise requires, the following bases and sources have been used:

1. As at the close of business on 22 May 2012 (being the last Business Day prior to the date of this announcement), Cove had in issue 490,995,300 Cove Shares. The International Securities Identification Number for Cove Shares is GB0034353531.

2. The value of approximately GBP1,221.4 million attributed to the fully-diluted share capital of Cove is based upon the 490,995,300 Cove Shares in issue on 22 May 2012, and the 17,917,647 Cove Shares to be issued based on the expected vesting and exercise of options granted under the Cove Share Scheme, and is net of the expected proceeds to Cove from exercise of those options, if the Acquisition becomes Effective.

3. The Offer implies an EV/recoverable resources ratio of between US$0.41/mcf and US$0.86/mcf (approximately US$2.48 and US$5.18 per barrel of oil equivalent). This is based on Cove's fully diluted equity value of GBP1,221.4million, equivalent to a value of US$1,934.1 using the daily US$/GBP exchange rate of 0.6351 as at 21 May 2012, less net cash of US$174.4 million, equating to an Enterprise Value of US$1,759.7 million.Recoverable resources of between 50 tcf and 24 tcf is based on Cove's 8.5 per cent. interest in the Rovuma Project, as announced by Cove on 15 May 2012.

4. Unless otherwise stated, financial information relating to PTTEP has been extracted or derived (without any adjustment) from PTTEP's annual report for the year ended 31 December 2011.

5. Unless otherwise stated, financial information relating to Cove has been extracted or derived (without any adjustment) from Cove's annual report and accounts for the half year ended 30 June 2011.

6. Unless otherwise stated, all prices and Closing Prices for Cove Shares are closing middle market quotations derived from the AIM appendix to the Daily Official List on the relevant date(s).

APPENDIX III

DEFINITIONS

The following definitions apply throughout this announcement, unless the context requires otherwise:

 
 "GBP"                        the lawful currency of the United Kingdom 
                               (and references to "pence" shall be 
                               construed accordingly) 
 "Acquisition"                the proposed acquisition by PTTEP AI 
                               of the entire issued and to be issued 
                               share capital of Cove to be effected 
                               by means of: 
                               (i) the Offer; or 
                               (ii) the Scheme (as the case may be) 
 "AIM"                        the market of that name operated by 
                               the London Stock Exchange 
 "AIM Rules"                  the AIM Rules for Companies, as amended 
                               from time to time 
 "Authorisations"             authorisations, orders, grants, recognitions, 
                               confirmations, consents, licences, 
                               clearances, certificates, permissions 
                               or approvals 
 "Business Day"               a day, not being a public holiday, 
                               Saturday or Sunday, on which clearing 
                               banks in London are open for normal 
                               business 
 "Board of Cove"              the board of directors of Cove 
 "Capital Reduction"          the proposed reduction of Cove's share 
                               capital to be provided for by the Scheme 
 "Cenkos Securities"          Cenkos Securities plc 
 "Closing price"              the closing middle market quotation 
                               of a Cove Share as derived from the 
                               AIM appendix to the Daily Official 
                               List on any particular day 
 "Code"                       the City Code on Takeovers and Mergers, 
                               as amended from time to time 
 "Companies Act"              the Companies Act 2006, as amended 
 "Condition(s)"               the conditions to the Acquisition, 
                               as set out in Appendix I to this announcement 
                               and to be set out in the Offer Document 
                               (or Scheme Document, as the case may 
                               be) 
 "Court"                      the High Court of Justice in England 
                               and Wales 
 "Court Meeting"              the meeting of Scheme Shareholders 
                               (and any adjournment thereof) to be 
                               convened pursuant to an order of the 
                               Court under Part 26 of the Companies 
                               Act for the purposes of considering 
                               and, if thought fit, approving the 
                               Scheme (with or without amendment) 
 "Court Order(s)"             the order(s) of the Court sanctioning 
                               the Scheme and confirming the related 
                               Capital Reduction 
 "Cove"                       Cove Energy plc 
 "Cove Group"                 Cove and its subsidiary undertakings, 
                               associated undertakings and any other 
                               undertaking in which Cove and/or such 
                               undertakings (aggregating their interests) 
                               have a Substantial Interest 
 "Cove Mozambique"            Cove Energy Mozambique Rovuma Offshore 
                               Limited 
 "Cove Mozambique Onshore"    Cove Energy Mozambique Rovuma Onshore 
                               Limited 
 "Cove Share(s)"              the ordinary shares of one pence each 
                               in the capital of Cove 
 "Cove Share Schemes"         the Cove Energy plc Unapproved Share 
                               Option Scheme and the Cove Energy plc 
                               Unapproved Executive Share Option Scheme 
 "Cove Shareholders"          the registered holders of Cove Shares 
 "CREST"                      a relevant system (as defined in the 
                               Regulations) in respect of which Euroclear 
                               UK & Ireland Limited is the Operator 
                               (as defined in the Regulations) 
 "Daily Official List"        the daily official list of the London 
                               Stock Exchange 
 "Dealing Disclosure"         has the same meaning as in Rule 8 of 
                               the Code 
 "Disclosed"                  referred to in Cove's annual report 
                               and accounts for the financial year 
                               ended 31 December 2010 or interim accounts 
                               for the period ended 30 June 2011; 
                               publicly announced by Cove prior to 
                               the date of this announcement (by delivery 
                               of an announcement to a Regulatory 
                               Information Service); or as otherwise 
                               disclosed in writing by or on behalf 
                               of Cove or any of its advisers to PTTEP 
                               or any of its advisers in connection 
                               with or in contemplation of the Acquisition, 
                               prior to the date of this announcement; 
                               or as disclosed in any documents or 
                               information made available to PTTEP 
                               or any of its advisers in the electronic 
                               data room established by Cove for the 
                               purposes of its formal sale process 
 "Effective"                  (i) if the Acquisition is implemented 
                               by way of an Offer, such offer having 
                               been declared or become unconditional 
                               in all respects in accordance with 
                               the requirements of the Code; or 
                               (ii) if the Acquisition is implemented 
                               by way of the Scheme, the Scheme having 
                               become effective in accordance with 
                               its terms 
 "Effective Date"             (i) if the Acquisition is implemented 
                               by way of an Offer, the date that such 
                               offer is declared or becomes unconditional 
                               in all respects in accordance with 
                               the requirements of the Code; or 
                               (ii) if the Acquisition is implemented 
                               by way of the Scheme, the date that 
                               the Scheme becomes effective in accordance 
                               with its terms 
 "Enterprise Value"           Fully diluted share capital less net 
  or "EV"                      cash 
 "First Closing Date"         the date which is 21 days after the 
                               date of posting of the Offer Document 
 "Forms of Acceptance"        the Form of Acceptance and Authority 
                               relating to the Offer which will be 
                               sent to the holders of certificated 
                               shares Cove Shares along with the Offer 
                               Document 
 "FSA" or "Financial          the Financial Services Authority in 
  Services Authority"          its capacity as the competent authority 
                               for the purposes of Part VI of the 
                               FSMA 
 "FSMA"                       the Financial Services and Markets 
                               Act 2000 
 "General Meeting"            the general meeting of Cove Shareholders 
                               (and any adjournment thereof) to be 
                               convened in connection with the Scheme 
 "London Stock Exchange"      London Stock Exchange plc 
 "Long Stop Date"             the date falling six months from the 
                               date of the Scheme Document 
 "mcf"                        thousand cubic feet 
 "Mozambique Offshore         the Exploration and Production Concession 
  EPC"                         Contract between the Government of 
                               Mozambique, Anadarko Mocambique Area 
                               1 Limitada and Empresa Nacional de 
                               Hidrocarbonetos, E.P. dated 20 December 
                               2006 in respect of Mozambique Rovuma 
                               Offshore Area 1 Block to which Cove 
                               Mozambique has acceded pursuant to 
                               its acquisition of the Rovuma Project 
                               Interest from Artumas Group in 2009 
 "Mozambique Onshore          the Exploration and Production Concession 
  EPC"                         Contract between the Government of 
                               the Republic of Mozambique and Artumas 
                               Mocambique Petroleos, Limitada and 
                               Empresa Nacional de Hidrocarbonetos, 
                               E.P. dated 18 April 2007 in respect 
                               of the Mozambique Rovuma Onshore Block 
                               to which Cove Mozambique Onshore has 
                               acceded pursuant to its acquisition 
                               of the Rovuma Onshore Interest from 
                               Artumas Group in 2009 
 "Mozambique Rovuma           the onshore area of the Rovuma Block 
  Onshore Block"               of the Republic of Mozambique 
 "Offer"                      the proposed takeover offer to be made 
                               by or on behalf of PTTEP AI to implement 
                               the Acquisition to acquire the entire 
                               issued and to be issued ordinary share 
                               capital of Cove and, where the context 
                               admits, any subsequent revision, variation, 
                               extension or renewal of such offer 
 "Offer Document"             the document to be sent to Cove Shareholders 
                               which will contain, inter alia, the 
                               terms and conditions of the Offer 
 "Offer Period"               the offer period (as defined by the 
                               Code) relating to the Acquisition, 
                               which commenced on 5 January 2012 
 "Offer Price"                240 pence per Cove Share 
 "Opening Position            has the same meaning as in Rule 8 of 
  Disclosure"                  the Code 
 "Overseas Shareholders"      Cove Shareholders who are resident 
                               in, ordinarily resident in, or citizens 
                               of, jurisdictions outside the United 
                               Kingdom 
 "Panel"                      The Panel on Takeovers and Mergers 
 "PTT"                        PTT Public Company Limited 
 "PTTEP"                      PTT Exploration and Production Public 
                               Company Limited 
 "PTTEP AI"                   PTTEP Africa Investment Limited 
 "PTTEP Borrower"             PTTEP Offshore Investment Company Limited 
 "PTT Group"                  PTT and its subsidiary undertakings, 
                               associated undertakings and any other 
                               undertaking in which PTT and/or such 
                               undertakings (aggregating their interests) 
                               have a Substantial Interest 
 "PTTEP Group"                PTTEP and its subsidiary undertakings, 
                               associated undertakings and any other 
                               undertaking in which PTTEP and/or such 
                               undertakings (aggregating their interests) 
                               have a Substantial Interest 
 "Reduction Record            the time and date specified as such 
  Time"                        in the Scheme Document expected to 
                               be 6 pm on the Business Day immediately 
                               preceding the date upon which the order 
                               of the Court is made confirming the 
                               Capital Reduction under Section 648 
                               of the Companies Act 
 "Registrar of Companies"     the Registrar of Companies in England 
                               and Wales 
 "Regulations"                the Uncertificated Securities Regulations 
                               2001 (SI2001 No. 3755), as amended 
                               from time to time 
 "Restricted Jurisdiction"    any jurisdiction where local laws or 
                               regulations may result in a significant 
                               risk of civil, regulatory or criminal 
                               exposure or prosecution if information 
                               concerning the Acquisition is sent 
                               or made available to Cove Shareholders 
                               in that jurisdiction 
 "Rovuma Onshore Interest"    Cove Mozambique Onshore's 10 per cent. 
                               participating interest in the Mozambique 
                               Rovuma Onshore Block 
 "Rovuma Project"             the Mozambique Rovuma Offshore Area 
                               1 
 "Rovuma Project Interest"    Cove Mozambique's 8.5 per cent. participating 
                               interest in the Rovuma Project 
 "Scheme"                     a scheme of arrangement under Part 
                               26 of the Companies Act to implement 
                               the Acquisition, the full terms of 
                               which will be set out in the Scheme 
                               Document with or subject to any modification, 
                               addition or condition which PTTEP and 
                               Cove may agree, and if required, the 
                               Court may approve or impose 
 "Scheme Document"            should the Acquisition be implemented 
                               by way of a Scheme, the document to 
                               be dispatched to Cove Shareholders 
                               setting out the terms of the Scheme 
 "Scheme Shares"              the Cove Shares: 
                               (i) in issue at the date of the Scheme 
                               Document; 
                               (ii) issued after the date of the Scheme 
                               Document and before the Scheme Voting 
                               Record Time; and 
                               (iii) issued at or after the Scheme 
                               Voting Record Time and before the Reduction 
                               Record Time in respect of which the 
                               original or any subsequent holders 
                               thereof are, or shall have agreed in 
                               writing to be, bound by the Scheme, 
                               in each case other than any Cove Shares 
                               (if any) legally or beneficially owned 
                               by any member of the PTTEP Group 
 "Scheme Shareholders"        the holders of Scheme Shares 
 "Scheme Voting Record        the date and time specified in the 
  Time"                        Scheme Document by reference to which 
                               entitlement to vote at the Court Meeting 
                               will be determined; 
 "Shell Offer"                the recommended cash offer of 220 pence 
                               per Cove share announced by Shell Exploration 
                               and Production (XL) B.V. on 24 April 
                               2012 
 "Standard Chartered"         Standard Chartered Bank 
 "Substantial Interest"       a direct or indirect interest in 20 
                               per cent. or more of the total voting 
                               rights conferred by the equity share 
                               capital (as defined in the Companies 
                               Act) 
 "subsidiary", "subsidiary    shall be construed in accordance with 
  undertaking", "associated    the Companies Act 
  undertaking" or 
  "undertaking" 
 "tcf"                        trillion cubic feet 
 "UBS" or "UBS Investment     UBS Limited 
  Bank" 
 "United Kingdom" or          the United Kingdom of Great Britain 
  "UK"                         and Northern Ireland 
 "United States" or           the United States of America, its territories 
  "US"                         and possessions, any state of the United 
                               States of America and the District 
                               of Columbia 
 "Wider Cove Group"           Cove and its subsidiary undertakings, 
                               associated undertakings and any other 
                               undertakings in which Cove and/or such 
                               undertakings (aggregating their interests) 
                               have a significant interest 
 "Wider PTTEP Group"          PTTEP and its subsidiary undertakings, 
                               associated undertakings and any other 
                               undertakings in which PTTEP and/or 
                               such undertakings (aggregating their 
                               interests) have a significant interest 
 

All the times referred to in this announcement are London times unless otherwise stated.

References to the singular include the plural and vice versa.

END

This information is provided by RNS

The company news service from the London Stock Exchange

END

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