Public Opening Position Disclosure (5920P)

TIDMPMO TIDMEO.

RNS Number : 5920P

Premier Oil PLC

05 October 2011

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER Rules 8.1 and 8.2 of the Takeover Code (the "Code")

1. KEY INFORMATION

 
           (a) Identity of the party to the        Premier Oil plc ("Premier") 
            offer making the disclosure: 
           (b) Owner or controller of interests    N/A 
            and short positions disclosed, 
            if different from 1(a): 
            The naming of nominee or vehicle 
            companies is insufficient 
                                                  ---------------------------- 
           (c) Name of offeror/offeree in          EnCore Oil plc ("EnCore") 
           relation to whose relevant securities 
           this form relates: Use a separate 
           form for each party to the offer 
                                                  ---------------------------- 
           (d) Is the party to the offer           Offeror 
            making the disclosure the offeror 
            or the offeree? 
                                                  ---------------------------- 
           (e) Date position held:                 5 October 2011 
                                                  ---------------------------- 
           (f) Has the party previously            No 
           disclosed, or is it today disclosing, 
           under the Code in respect of any 
           other party to this offer? 
                                                  ---------------------------- 
 

2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

 
 Class of relevant security:        Ordinary Shares 
                                     Interests     Short positions 
                                   ------------  ------------------ 
                                    Number    %   Number         % 
                                   --------      -------------  --- 
       (1) Relevant securities        Nil     -       Nil        - 
        owned and/or controlled: 
                                   --------      -------------  --- 
       (2) Derivatives (other         Nil     -       Nil        - 
        than options): 
                                   --------      -------------  --- 
       (3) Options and agreements     Nil     -       Nil        - 
        to purchase/sell: 
                                   --------      -------------  --- 
       TOTAL:                         Nil     -       Nil        - 
                                   --------      -------------  --- 
 

All interests and all short positions should be disclosed.

Details of any open derivative or option positions, or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b) Rights to subscribe for new securities

 
 Class of relevant security           None 
  in relation to which subscription 
  right exists: 
 Details, including nature of         None 
  the rights concerned and relevant 
  percentages: 
                                     ----- 
 

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1 (c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(c) Irrevocable commitments and letters of intent

 
 Details of any irrevocable commitments or letters of intent 
  procured by the party to the offer making the disclosure 
  or any person acting in concert with it (see Note 3 on Rule 
  2.11 of the Code): 
 Premier has received irrevocable undertakings from the directors 
  of EnCore to vote, or to procure that the registered holder 
  votes, in favour of the resolutions relating to the acquisition 
  of the entire issued ordinary share capital of Encore by 
  Premier (the "Acquisition") to be implemented by way of 
  a court sanctioned scheme of arrangement (the "Scheme") 
  under Part 26 of the Companies Act 2006 (or, in the event 
  that the Acquisition is implemented by means of a takeover 
  offer (as such term is defined in section 974 of that Act) 
  (the "Offer"), to accept or procure acceptance of the Offer) 
  in respect of 21,692,984 Encore ordinary shares, representing 
  approximately 7.41% of the current issued share capital 
  of EnCore. 
                      Total number 
                       of                Percentage of EnCore 
                       existing EnCore    issued share capital 
 Name                  shares             (excluding shares under option) 
 Alan Booth           6,650,000          2.27% 
 Eugene Whyms         5,900,000          2.02% 
 Graham Dore          4,550,000          1.55% 
 James Clark          2,110,327          0.72% 
 Christine Wheeler    2,250,657          0.77% 
 Vivien Gibney        232,000            0.08% 
 Total                21,692,984         7.41% 
 The executive directors of EnCore (the "Executive Directors") 
  have also irrevocably undertaken to elect for new Premier 
  shares instead of all or part of the cash consideration 
  they would otherwise be entitled to receive under the Acquisition 
  (the "Share Alternative"). The undertakings to acquire the 
  Share Alternative apply in respect of 32,543,859 Encore 
  ordinary shares, representing their total number of existing 
  EnCore shares and the EnCore shares to be issued to them 
  under options. 
                      Total number                          Total number 
                       of                Total number        of EnCore shares 
                       existing EnCore    of shares under    plus shares 
 Name                  shares             options            under options 
 Alan Booth           6,650,000          3,895,883          10,545,883 
 Eugene Whyms         5,900,000          3,895,883          9,795,883 
 Graham Dore          4,550,000          3,345,883          7,895,883 
 James Clark          2,110,327          2,195,883          4,306,210 
 Total                19,210,327         13,333,532         32,543,859 
 These irrevocable undertakings cease to be binding if: (i) 
  the Scheme document has been issued and the Scheme has not 
  become effective by 5.00 p.m. on 28 February 2012 and prior 
  to that time (should the Acquisition be implemented by way 
  of takeover offer) Premier has not issued an Offer document; 
  or (ii) an Offer document is issued before 5.00 p.m. on 
  28 February 2012 and the Offer lapses or is withdrawn without 
  having become wholly unconditional. 
 The obligations under these irrevocable undertakings extend 
  to any shares arising or to arise pursuant to the exercise 
  of options held by the Executive Directors. However, the 
  Executive Directors shall not be obliged to elect for the 
  Share Alternative in relation to shares arising or to arise 
  under any options until the date on which the court sanctions 
  the Scheme or the Offer becomes unconditional in all respects 
  (as the case may be) or such later date as Premier and Encore 
  may otherwise agree. 
 Premier has also received a letter of intent from BlackRock 
  Investment Management (UK) ("BlackRock") acting as investment 
  manager on behalf of clients who are the beneficial holders 
  of, or have other interests, in shares in EnCore confirming 
  that it is BlackRock's current intention to vote in favour 
  of the resolutions relating to the Acquisition pursuant 
  to the Scheme (or, in the event that the Acquisition is 
  implemented by means of the Offer), to accept or procure 
  acceptance in respect of the Offer in respect of the shares 
  in EnCore which BlackRock is able to control. 
 The letter of intent from BlackRock is not legally binding 
  and BlackRock (subject to applicable law) retains the right 
  to deal with the EnCore shares that it controls in its absolute 
  discretion and/or on the instructions of its clients. 
 As at close of business on 3 October 2011, BlackRock was 
  interested in 17,049,983 EnCore shares (representing approximately 
  5.83% of the current issued share capital of EnCore) and 
  had the ability to control the voting rights attached to 
  all such shares. 
 

3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 
 Details of any interests, short positions and rights to 
  subscribe of any person acting in concert with the party 
  to the offer making the disclosure: 
 None. 
  It has not been practicable for Premier to make enquiries 
  of all of its concert parties in advance of releasing this 
  Opening Position Disclosure and therefore this Opening Position 
  Disclosure does not include all relevant details in respect 
  of Premier's concert parties. 
  Premier confirms that a further disclosure in accordance 
  with Rule 8.1(a) and Note 2(a)(i) on Rule 8 of the Code 
  will be made as soon as possible, if required. 
 

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1 (c), copy table 3 for each additional class of relevant security.

Details of any open derivative or option positions, or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

4. OTHER INFORMATION

(a) Indemnity and other dealing arrangements

 
 Details of any indemnity or option arrangement, or any agreement 
  or understanding, formal or informal, relating to relevant 
  securities which may be an inducement to deal or refrain 
  from dealing entered into by the party to the offer making 
  the disclosure or any person acting in concert with it: 
  If there are no such agreements, arrangements or understandings, 
  state "none" 
 None 
 

(b) Agreements, arrangements or understandings relating to options or derivatives

 
           Details of any agreement, arrangement or understanding, 
            formal or informal, between the party to the offer making 
            the disclosure, or any person acting in concert with it, 
            and any other person relating to: 
            (i) the voting rights of any relevant securities under any 
            option; or 
            (ii) the voting rights or future acquisition or disposal 
            of any relevant securities to which any derivative is referenced: 
            If there are no such agreements, arrangements or understandings, 
            state "none" 
 None 
 

(c) Attachments

Are any Supplemental Forms attached?

 
 Supplemental Form 8 (Open Position)   No 
 Supplemental Form 8 (SBL)             No 
                                      --- 
 
 
 Date of disclosure:    5 October 2011 
 Contact name:          Andy Gibb 
                       -------------------- 
 Telephone number:      [phone] 
                       -------------------- 
 

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at [e-mail]. The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

509880178

This information is provided by RNS

The company news service from the London Stock Exchange

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