Buy
Sell
Share Name Share Symbol Market Type Share ISIN Share Description
Cove Energy LSE:COV London Ordinary Share GB0034353531 ORD 1P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.0% 239.50 0.00 0.00 0.00 0.00 0.00 0.00 01:00:00
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
Mining 0.0 -2.3 -0.5 - 1,176

Royal Dutch Shell Offer by Shell for Cove: Extension of Offer

12/07/2012 7:01am

UK Regulatory (RNS & others)



 
TIDMRDSA TIDMRDSB TIDMCOV 
 
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 
 
FOR IMMEDIATE RELEASE 
 
12 July 2012 
 
                                  Cash Offer 
 
                                      by 
 
          Shell Exploration and Production (XL) B.V. ("Shell Bidco") 
 
                                      for 
 
                           Cove Energy plc ("Cove") 
 
                              Extension of Offer 
 
Introduction 
 
On 24 April 2012, the boards of Shell Bidco and Cove announced the terms of the 
cash offer by Shell Bidco, a wholly owned subsidiary of Royal Dutch Shell plc, 
for the entire issued and to be issued share capital of Cove (the "Offer"). The 
offer document (the "Offer Document"), which contains, among other things, the 
full terms and conditions of the Offer and procedures for acceptance of the 
Offer, was issued by Shell Bidco on 2 May 2012. 
 
On 28 June 2012, Shell Bidco announced the Offer was extended until 1.00 p.m. 
(London time) on 11 July 2012. 
 
Capitalised terms used in this announcement have the meanings given to them in 
the Offer Document. 
 
Level of acceptances 
 
As at 1.00 p.m. (London time) on 11 July 2012, Shell Bidco had received valid 
acceptances of the  Offer in respect of 16,066,696 Cove Shares representing 
approximately 3.27 per cent. of the existing issued share capital of Cove, 
which Shell Bidco may count towards the satisfaction of the acceptance 
condition to the Offer. So far as Shell Bidco is aware, none of these 
acceptances have been received from persons acting in concert with Shell Bidco. 
Of these acceptances, acceptances have been received in respect of, in 
aggregate, 4,684,179 Cove Shares (representing approximately 0.95 per cent. of 
the existing issued share capital of Cove) which were subject to an irrevocable 
commitment procured by Shell Bidco. 
 
Extension of Offer 
 
The Offer, which remains subject to the terms and conditions set out in the 
Offer Document, is being extended and will remain open for acceptance until the 
next closing date which will be 1.00 p.m. (London time) on 25 July 2012. 
 
To accept the Offer 
 
Cove Shareholders who have not yet accepted the Offer are urged to do so by the 
following deadlines: 
 
  * If you hold Cove Shares in certificated form (that is, not in CREST), you 
    should complete and return the Form of Acceptance as soon as possible and 
    in any event so as to be received by the Receiving Agent, Computershare 
    Investor Services (Ireland) Limited, no later than 1.00 p.m. (London time) 
    on 25 July 2012. 
 
  * If you hold your Cove Shares in uncertificated form (that is, in CREST), 
    you should ensure that an electronic acceptance is made by you or on your 
    behalf and that settlement is made no later than 1.00 p.m. (London time) on 
    25 July 2012. 
 
Full details of how to accept the Offer  are set out in the Offer Document, a 
copy of which is available at Shell's website at www.shell.com/home/content/ 
investor/. 
 
Interest in Cove Shares 
 
On 11 July 2012 (being the latest practicable date prior to the publication of 
this announcement), neither Shell Bidco, nor any person acting in concert with 
Shell Bidco, is interested in, has any rights to subscribe for any relevant 
securities of Cove nor does any such person have any short position (whether 
conditional or absolute and whether in the money or otherwise), including any 
short position under a derivative or any arrangement in relation to any 
relevant securities of Cove. For these purposes, "arrangement" includes any 
agreement to sell or any delivery obligation or right to require another person 
to purchase or take delivery of any relevant securities of Cove and any 
borrowing or lending of any relevant securities of Cove which have not been 
on-lent or sold and any outstanding irrevocable commitment or letter of intent 
with respect to any relevant securities of Cove. 
 
A copy of this announcement will be made available free of charge, subject to 
certain restrictions relating to persons resident in Restricted Jurisdictions, 
on Shell's website at www.shell.com/home/content/investor/ by no later than 12 
noon (London time) on 13 July 2012. 
 
Enquiries: 
 
Shell 
 
Shell Media Relations                   +44 207 934 5550 
 
                                        +31 70 377 8750 
 
Shell Investor Relations 
 
Europe                                  +31 70 377 3996 
 
United States                           +1 713 241 2069 
 
Morgan Stanley & Co. Limited (Financial adviser to Shell Bidco) +44 207 425 
8000 
 
Michael O'Dwyer 
 
Ian Hart 
 
Andrew Foster 
 
 
Morgan Stanley & Co. Limited is acting as financial adviser to Shell Bidco and 
no one else in relation to the Offer and will not be responsible to anyone 
other than Shell Bidco for providing the protections afforded to the clients of 
Morgan Stanley & Co. Limited nor for providing advice in relation to the Offer, 
the contents of this announcement or any other matter or arrangement referred 
to herein. 
 
Further information 
 
This announcement is for information purposes and is not intended to, and does 
not, constitute or form part of any offer, invitation or the solicitation of an 
offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose 
of, any securities pursuant to the Offer or otherwise. This announcement does 
not constitute a prospectus or a prospectus equivalent document. Shareholders 
are advised to read carefully the formal documentation in relation to the 
Offer. The Offer is made solely through the Offer Document which contains the 
full terms and conditions of the Offer, including details of how to accept the 
Offer. Please read carefully the Offer Document in its entirety before making a 
decision with regard to the Offer. Any acceptance should be made on the basis 
of the information in the Offer Document. 
 
This announcement has been prepared in accordance with English law, the 
Takeover Code and the AIM Rules and information disclosed may not be the same 
as that which would have been prepared in accordance with the laws of 
jurisdictions outside England. 
 
The release, publication or distribution of this announcement in jurisdictions 
other than the United Kingdom may be restricted by law or regulation and 
therefore persons into whose possession this announcement and/or the Offer 
Document comes should inform themselves about and observe such restrictions. 
Any failure to comply with these restrictions may constitute a violation of 
securities laws of any such jurisdictions. To the fullest extent permitted by 
law, Shell Bidco disclaims any responsibility or liability for the violation of 
such restrictions by such persons. 
 
The availability of the Offer to Cove Shareholders who are not resident in the 
United Kingdom may be affected by the laws of the relevant jurisdictions in 
which they are resident. Persons who are not resident in the United Kingdom 
should inform themselves of, and observe, any applicable requirements. 
 
Unless otherwise determined by Shell Bidco or required by the Takeover Code and 
permitted by applicable law and regulation, the Offer is not being, and will 
not be, made, directly or indirectly, in or into or by the use of the mails of, 
or by any other means or instrumentality (including, without limitation, 
electronic mail, facsimile transmission, telex, telephone, internet or other 
forms of electronic communication) of interstate or foreign commerce of, or any 
facility of a national state or other securities exchange of any Restricted 
Jurisdiction and will not be capable of acceptance by any such use, means, 
instrumentality or facility or from within any Restricted Jurisdiction. 
 
Accordingly, unless otherwise determined by Shell Bidco or required by the 
Takeover Code and permitted by applicable law and regulation, copies of this 
announcement are not being, and must not be, directly or indirectly, mailed, 
transmitted or otherwise forwarded, distributed or sent in, into or from any 
Restricted Jurisdiction and persons receiving this announcement (including, 
without limitation, custodians, nominees and trustees) must not mail or 
otherwise forward, distribute or send it in, into or from such jurisdiction. 
 
Any person (including, without limitation, any custodian, nominee or trustee) 
who would, or otherwise intends to, or who may have a contractual or legal 
obligation to forward this announcement and/or the Offer Document and/or any 
other related document to any jurisdiction outside of the United Kingdom should 
inform themselves of, and observe, any applicable legal or regulatory 
requirements of their jurisdiction before taking any action. 
 
 
 
 
 
END 
 

1 Year Cove Energy Chart

1 Year Cove Energy Chart

1 Month Cove Energy Chart

1 Month Cove Energy Chart
ADVFN Advertorial
Your Recent History
LSE
COV
Cove Energ..
Register now to watch these stocks streaming on the ADVFN Monitor.

Monitor lets you view up to 110 of your favourite stocks at once and is completely free to use.

By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions

P: V:gb D:20200603 03:49:45