Jubilant Energy N.V. Cash offer by Jubilant Energy (Holding) B.V. (7541C)

TIDMJUB

RNS Number : 7541C

Jubilant Energy N.V.

20 October 2015

October 20, 2015

Jubilant Energy N.V.

Cash offer by Jubilant Energy (Holding) B.V. to acquire the shares of

Jubilant Energy N.V. not owned by Jubilant Energy (Holding) B.V.

Further to the announcement released today by the Company in respect of the proposed Cancellation of admission of its Shares to trading on AIM, the Board has agreed to announce on behalf of Jubilant Energy (Holding) B.V. (JEH) that JEH is launching an Offer to the Company's Shareholders and DI Holders to sell their Shares and DIs to JEH at a price of 0.60 pence per Share or DI.

The Offer is conditional only upon the Cancellation becoming effective. The Offer, which will be made today, will remain open for acceptance, subject to the terms and the Offer Condition, until 1.00 p.m. (London time) on 13 November 2015.

The Independent Directors are making no recommendation to Shareholders and DI Holders as to whether to accept the Offer. Your decision as to whether to accept the Offer will depend upon your individual circumstances. If you are in any doubt as to what action you should take, you should seek your own independent advice.

The Offer document, together with the Cancellation circular and Notice of EGM, will be posted to Shareholders and DI Holders today and the text of Parts I and II of the Offer document is copied below.

 
 Enquiries: 
 
  Jubilant Energy      Nikhil Pandey             [phone] 
 
                       Dominic Morley, Adam 
   Panmure Gordon      James                     [phone] 
 

Important notices

This announcement is for information only and is not intended to and does not constitute, or form part of, any offer to sell or invitation to purchase or subscribe for any securities, or any solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer will be effected solely through the Offer document, which, together with the Form of Acceptance will contain the full details, terms and conditions of the Offer, including the details of how to accept the Offer. This announcement has been issued by and is the sole responsibility of the Company.

Any decision regarding the Offer should be made only on the basis of information referred to in the Offer Document and the Form of Acceptance, which will be despatched today to Shareholders and DI Holders.

Panmure Gordon, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the JENV and no one else in connection with the Offer and the other matters referred to in this announcement, and will not be responsible to anyone other than JENV for providing the protections afforded to clients of Panmure Gordon, nor for providing advice in relation to the Offer or in connection with the other matters referred to in this announcement.

This announcement has been prepared for the purpose of complying with the laws of England and Wales and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

Whilst the Shares are admitted to trading on AIM, JENV is incorporated under the laws of, and has its registered office in, The Netherlands. Accordingly, the City Code does not currently apply to the Company. This means that the Company is not subject to takeover regulation in the United Kingdom under the City Code. Furthermore, since AIM is not a regulated market, the provisions of the Dutch Financial Supervision Act (Wet op het financieel toezicht) will not apply to the Offer.

Shareholders and DI Holders should be aware in particular that the protections afforded to shareholders by the City Code which are designed to regulate the way in which any offer by a company to acquire shares in a listed company is conducted will not be available, save to the extent that protections are incorporated into the Company's Articles. Whilst the Company has incorporated certain provisions into its Articles in order to regulate certain acquisitions of Shares so as to provide Shareholders and DI Holders with certain protections similar to those contained in the City Code, such protections will generally not be of application in respect of the Offer. Furthermore, the provisions in the Articles referred to in the previous sentence shall lapse upon new articles of association, that are being proposed to be adopted by the Company promptly following the Cancellation becoming effective, being so adopted and becoming effective.

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

Overseas Shareholders

The Offer will not be made, directly or indirectly, in or into, or by use of the mails, or by any means or instrumentality (including, without limitation, by means of telephone, facsimile, telex, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facilities of a securities exchange of, any Restricted Territory, and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within a Restricted Territory.

Accordingly, copies of this announcement and any other related document will not be, and must not be, directly or indirectly, mailed or otherwise distributed or sent in or into any Restricted Territory and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from such jurisdictions as doing so may violate the laws of such jurisdictions and may make invalid any purported acceptance of the Offer by persons in any such jurisdiction.

This announcement has been prepared for the purpose of complying with English law, the AIM Rules and the rules of the London Stock Exchange, and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the UK.

Forward-looking statements

This announcement contains statements about JENV and JEH that are or may be forward-looking statements. All statements other than statements of historical facts included in this announcement may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, are 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 JENV's or JEH's operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on JENV's or JEH's business.

Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. JENV and JEH disclaim any obligation to update any forward-looking or other statements contained herein, except as required by applicable law.

All subsequent oral or written forward-looking statements attributable to JENV or JEH or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above.

No profit forecasts or estimates

No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for JENV or JEH, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for JENV or JEH, as appropriate.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Part I

Cash offer by Jubilant Energy (Holding) B.V. to acquire the shares of Jubilant Energy N.V. not owned by Jubilant Energy (Holding) B.V.

Dear Shareholder

1. Introduction

The Board of the Company shall convene an Extraordinary General Meeting for the purpose of considering and, if thought fit, passing certain resolutions relating to the envisaged cancellation of the admission of the Shares to trading on AIM.

If the Cancellation is approved and becomes effective (which requires the approval of the Company's extraordinary general meeting of shareholders), there will no longer be a market for dealing in Shares/DIs following the Cancellation and the Independent Directors have discussed with the Board, and in particular Messrs Bhartia, the provision of a proposal to Shareholders and DI Holders to provide them with an opportunity to sell their Shares and DIs. Accordingly, JEH, the Company's majority shareholder, which owns 85 per cent of the share capital of the Company (in part represented by DIs held by JEH), agreed that if the proposed Cancellation were to be announced, JEH would make an offer to the Shareholders and DI Holders of the Company to purchase and acquire their respective Shares and/or DIs at a price of 0.6 pence per Share or DI. Accordingly, the Offer was announced earlier today, The Offer is conditional only upon the Cancellation becoming effective.

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This document and, if you hold Shares in registered form, the accompanying Form of Acceptance, contains the formal Offer and also contains certain other information on the Company and JEH.

On behalf of the Independent Directors of the Company, I am writing to you to explain the background to the Offer and to summarise the terms of the Offer.

As Messrs Bhartia directly or indirectly own and control JEH and so are conflicted in this matter, they have not participated in this matter as members of the Board and have not participated in any of the deliberations or decision-making of the Board concerning the Offer or the Cancellation.

You will note that the Independent Directors are not making any recommendation to Shareholders to accept the Offer. Your decision as to whether to accept the Offer will depend upon your individual circumstances. If you are in any doubt as to what action you should take, you should seek your own independent financial advice.

I draw your attention to the letter from JEH set out in Part II of this document, which gives further details about the Offer, as well as the additional information set out in the Appendix to this document.

2. The Offer

Under the terms of the Offer, tendering Shareholders and DI Holders are entitled to receive:

   for each Share/DI              0.6 pence in cash 

The Offer will remain open for acceptance, subject to the terms and the Offer Condition, until 1.00 p.m. (London time) on 13 November 2015. Furthermore, JEH has irrevocably undertaken not to withdraw the Offer without the approval of a majority of the Independent Directors, once made.

The Offer values the total issued share capital of the Company at approximately GBP2.50 million, based on the 416,306,787 Shares in issue as at the date of this document.

The Offer represents a premium of approximately:

-- 33.3 per cent to the closing mid-market closing price of 0.45 pence per Share on 19 October 2015, being the latest practicable date prior to the date of this document; and

-- 31.6 per cent to 0.46 pence, being the average daily closing price per Share over the last 30 Business Days immediately prior to the date of this document.

The Offer is conditional upon the Cancellation becoming effective.

The Company and JEH entered into an Implementation Agreement on 19 October 2015 under which, amongst other things, the Company secured the obligation of JEH to make the Offer. Under the Implementation Agreement, JEH and the Company have agreed, amongst other things, as follows:

   --     JEH would make the Offer, subject to the announcement by the Company of the Cancellation; 

-- The terms of the Offer would be as set out in the Offer announcement made by JEH earlier today, including that the Offer would be conditional only on the Cancellation becoming effective;

-- The Offer, once announced would not be withdrawn without the approval of a majority of the Independent Directors;

-- the Company and JEH will provide each other with such assistance as may be reasonably required to comply with the agreement and will co-operate and consult with each other in the preparation and publication of documents and filings in respect of the Offer and the Cancellation; and

   --     JEH will not accept the Offer in respect of any Shares or DIs held by it. 

3. Reason for the Offer

As set out in more detail in the Circular, which is being posted to Shareholders and DI Holders today, since the Company's admission to AIM on 24 November 2010, the market price of the Shares has fallen from the IPO price of 77 pence to 0.45 pence, being the closing mid-market price on 19 October 2015, the latest practicable date prior to the date of this letter, a fall of 99.4 per cent. In addition, the Company incurs significant administrative costs and expenses maintaining the quotation of its Shares on AIM. In light of these costs, and given the low liquidity of trading in the Shares and DIs, the poor performance of the Company's share price and the likely difficulty in securing new investment whilst still traded on AIM, Messrs Bhartia believe that the prospects of the Group Companies would be enhanced by cancelling the Company's admission to AIM. As such, the Cancellation is expected to promote the sustainable success of the Company's business and the interests of the Company's stakeholders. Accordingly, Messrs Bhartia have proposed to the Board that the Company seek the Cancellation.

Given the potential conflict of interest that such a proposal would mean for Messrs Bhartia (who also own the Company's majority shareholder JEH), the Board established the Committee comprised of Independent Directors (i) to evaluate the proposed Cancellation and the consequences thereof for the Company, its business and its stakeholders, and (ii) to report its findings to the Board.

A significant factor in the Committee's consideration of the Cancellation proposal has been the position of minority Shareholders and DI Holders since JEH currently holds more than 75 per cent of the share capital of the Company (in part represented by DIs held by JEH) and, as such, JEH has the ability on its own to pass the resolution to effect the Cancellation at the Extraordinary General Meeting.

Following the Cancellation, there will be no market facility for dealing in the Shares and no price will be publicly quoted for the Shares or DIs and holdings of Shares will be illiquid and might become more difficult to value following the Cancellation.

Further information relating to the consequences of the Cancellation is set out in paragraph 4 of Part I of the Circular and I urge you to read that paragraph carefully.

For these reasons, the Independent Directors have obtained from JEH an irrevocable undertaking to provide minority Shareholders and DI Holders with an opportunity to sell their Shares and/or Dis prior to the Cancellation so that they have the option of not being left with Shares or DIs in respect of which there is no market once the Company's admission to AIM is cancelled. Following discussions with JEH, JEH has therefore agreed to make the Offer to all Shareholders and DI Holders.

4. City Code

Whilst the Shares are admitted to trading on AIM, the Company is incorporated under the laws of, and has its registered office in, The Netherlands. Accordingly, the City Code does not currently apply to the Company. This means that the Company is not subject to takeover regulation in the United Kingdom under the City Code. Furthermore, since AIM is not a regulated market, the provisions of the Dutch Financial Supervision Act (Wet op het financieel toezicht) will not apply to the Offer.

Shareholders and DI Holders should be aware in particular that the protections afforded to shareholders by the City Code which are designed to regulate the way in which any offer by a company to acquire shares in a listed company is conducted will not be available, save to the extent that protections are incorporated into the Company's Articles. Whilst the Company has incorporated certain provisions into its Articles in order to regulate certain acquisitions of Shares so as to provide Shareholders and DI Holders with certain protections similar to those contained in the City Code, such protections will generally not be of application in respect of the Offer. Furthermore, the provisions in the Articles referred to in the previous sentence shall lapse upon new articles of association, that are being proposed to be adopted by the Company promptly following the Cancellation becoming effective, being so adopted and becoming effective.

However, Shareholders and DI Holders should note that under the Implementation Agreement, JEH has agreed that once made, the Offer will not be withdrawn without the approval of a majority of the Independent Directors. However, the Offer is conditional on the Cancellation becoming effective.

5. Taxation

Your attention is drawn to the section headed "United Kingdom and Netherlands taxation" in paragraph 6 of the letter from JEH in Part II of this document. If you are in any doubt about your own tax position or you are subject to taxation in any jurisdiction other than the United Kingdom and the Netherlands, you should consult an independent financial adviser immediately. Accordingly, the Company, the Directors and the Company's officers do not take any responsibility for any tax liability of any Shareholder or DI Holder.

6. Overseas Shareholders and DI Holders

Overseas Shareholders and DI Holders should refer to paragraph 7 of the letter from JEH contained in Part II of this document.

7. Action to be taken

Your attention is drawn to paragraph 8 of the letter from JEH in Part II of this document, the Appendix to this document and, in respect of holders of Shares in registered form, the accompanying Form of Acceptance. The procedure for acceptance of the Offer is set out in paragraph 8 of the letter from JEH and, if you hold your Shares in registered form, in the Form of Acceptance.

Your decision as to whether to accept the Offer will depend upon your individual circumstances. If you are in any doubt as to what action you should take, you should seek your own independent financial advice.

If you wish to accept the Offer in respect of Shares in registered form, you should complete and return the Form of Acceptance in accordance with the instructions printed on it and given in paragraph 1 of Part B of the Appendix to this document. The Form of Acceptance should be returned by post or by hand (during normal business hours only) to Capita Asset Services, Corporate Actions at The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible and, in any event, so as to be received by no later than 1.00 p.m. (London time) on 13 November 2015.

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If you wish to instruct the Depository to accept the Offer in respect of any DIs you hold, your instruction should be made electronically through CREST by following the procedure set out in paragraph 1 of Part A of the Appendix to this document and, in any event, so that the TTE Instruction settles no later than 1.00 p.m. (London time) on 13 November 2015.

8. No Recommendation

The Independent Directors do not make any recommendation or representation to Shareholders or DI Holders as to whether a Shareholder or DI Holder should or should not accept the Offer. It is a matter for each Shareholder and DI Holder to decide whether or not it is appropriate in their individual circumstances to do so. If you have any doubt as to whether to accept the Offer, you should consult your own independent financial adviser.

Yours faithfully

For and on behalf of the Independent Directors

Sir Robert Paul Reid

Part II

Letter from Jubilant Energy (Holding) B.V.

Offer by Jubilant Energy (Holding) B.V.

20 October 2015

To Shareholders and holders of DIs

Dear Shareholder or DI holder,

The Company shall convene an extraordinary general meeting of shareholders on 6 November 2015 to consider, and if thought fit, pass a resolution to cancel the admission of the Shares to trading on AIM. As announced on the same date, the Independent Directors obtained the agreement of JEH to make an offer to all other Shareholders for their Shares at a price of 0.6 pence per Share, conditional only upon the Cancellation becoming effective. JEH today announced the Offer and this document and the accompanying Form of Acceptance contain the formal terms of, and condition to, the Offer.

The procedure for acceptance of the Offer is set out on pages 17 to 19 of this document and (for holders of Shares in registered form) in the accompanying Form of Acceptance. The Offer shall expire at 1.00 p.m. (London time) on 13 November 2015. Any TTE Instructions or Forms of Acceptance received after this time will not be accepted unless it is accepted by JEH in its sole discretion.

1. The Offer

JEH hereby offers to acquire the whole of the issued and to be issued share capital of the Company (including any DIs representing such share capital) that it does not own, subject to the terms set out in this document and the accompanying Form of Acceptance, on the following terms:

   for every Share/DI                0.6 pence in cash 

The Offer extends to all Shareholders and DI Holders and relates to all Shares and DIs issued and fully paid (or credited as fully paid) whilst the Offer remains open for acceptance.

The Offer values the entire issued share capital of the Company at GBP2.50 million.

The Shares/DIs will be acquired fully paid and free from all liens, charges, equitable interests, encumbrances and third party rights and together with all rights now or hereafter attaching thereto, including the right to all dividends and other distributions (if any) declared, made or paid prior to the Closing Date.

The Closing Date of the Offer is 1.00 p.m. (London time) on 13 November 2015.

The Offer is subject to the terms set out in the Appendix to this document. You should note that the Offer is conditional only on the satisfaction of the Offer Condition.

JEH has undertaken, pursuant to the Implementation Agreement, not to withdraw the Offer without the approval of a majority of the Independent Directors.

JEH confirms to Shareholders and DI Holders that it has the cash resources to satisfy acceptance in full by all Shareholders and DI Holders who are entitled to accept the Offer.

2. Reasons for the Offer

As announced earlier today, the Independent Directors obtained the agreement of JEH to make an offer to all other Shareholders and DI Holders for their Shares and DIs at a price of 0.6 pence per Share/DI, conditional upon the Cancellation becoming effective.

The Offer is being made by JEH, which is controlled by Messrs Bhartia, in order to allow Shareholders and DI Holders an opportunity to realise their investment in the Company following the Cancellation.

3. Information on JEH

JEH is the largest Shareholder of the Company, holding 85 per cent of the Shares (represented in part by DIs). Jubilant Energy Private Limited (formerly known as "Jubilant Enpro Private Limited") is the holding company of JEH, which is ultimately owned and controlled directly or indirectly by Messrs Bhartia.

4. Procedure for acceptance of the Offer

Holders of Shares may only accept the Offer in respect of their Shares in accordance with the procedure set out below. Holders of Shares held under different designations must complete a separate Form of Acceptance for each designation.

(a) Shares in registered form

Shareholders who hold Shares in registered form are being sent a Form of Acceptance with this

document.

(i) Completion of the Form of Acceptance

To accept the Offer in respect of your Shares you must complete Box 1 and, if applicable, Boxes 3, 4 and 5 of the enclosed Form of Acceptance, before signing Box 2 in the presence of a witness, who should also sign in accordance with the instructions printed therein.

(ii) Return of Form of Acceptance

You must then return the Form of Acceptance duly completed, signed and witnessed. The completed, signed and witnessed Form of Acceptance, should be returned by post or by hand (during normal business hours only) to Capita Asset Services, Corporate Actions at The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible but in any event so as to be received not later than 1.00 p.m. (London time) on 13 November 2015. No acknowledgement of receipt of documents will be given.

The Form of Acceptance includes an irrevocable power of attorney which will allow the attorney to execute a transfer of your Shares in registered form on your behalf to (or at the instruction of) JEH. This transfer shall take place within 6 months of the Offer becoming unconditional in all respects.

Any Form of Acceptance received in an envelope post-marked in any Restricted Territory or otherwise appearing to JEH or its agents to have been sent from any of those jurisdictions may be rejected as an invalid acceptance of the Offer. For further information for overseas Shareholders, see paragraph 6 of Part A of the Appendix to this document.

(iii) Validity of acceptances

Without prejudice to Part A of the Appendix to this document, JEH reserves the right to treat as valid any acceptance of the Offer in relation to Shares which is not entirely in order.

(iv) Overseas shareholders

The attention of Shareholders who are citizens or residents of jurisdictions outside the UK is drawn to paragraph 6 of Part A and paragraph (b) of Part B of the Appendix to this document and to the relevant provisions of the Form of Acceptance. The Offer is not being made directly or indirectly in or into the Restricted Territories. Any acceptance of the Offer by acceptors who are unable to give the warranty set out in paragraph (b) of Part B of the Appendix to this document is liable to be disregarded.

(b) DIs

DI Holders who wish to instruct the Depository to accept the Offer on their behalf should send a TTE Instruction and follow the procedures set out in Paragraph 1(c) of Part A of the Appendix to this document in respect of DIs, which must have been effected by 1.00 p.m. on 13 November

2015.

DI Holders whose DIs are registered in the name of a nominee should contact their broker, investment dealer, bank, trust company or other nominee for assistance in accepting the Offer.

If you have any questions relating to this document, please telephone Capita Asset Services on 0371 664 0321 from within the UK or [phone] if calling from outside the UK. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the United Kingdom will be charged at the applicable international rate. Lines are open between 9.00 am - 5.30 pm, Monday to Friday, excluding public holidays in England and Wales. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Offer nor give any financial, legal or tax advice.

5. Settlement

Settlement of the consideration to which any Shareholder or DI Holder is entitled under the Offer will be effected in the case of acceptances received, complete in all respects within 10 Business

Days after the Unconditional Date.

Settlement will be effected as follows:

(a) Shares in registered form:

Where an acceptance relates to Shares held in registered form, the cash consideration to which the accepting Shareholder is entitled will be despatched by first class post in pounds sterling by cheque drawn on a UK clearing bank

(b) DIs:

Where an acceptance relates to DIs, the cash consideration to which the accepting DI Holder is entitled will, except in limited circumstances, be paid in pounds sterling by means of CREST by JEH procuring the creation of a payment obligation in favour of the accepting DI Holder's payment bank in respect of the cash consideration due, in accordance with the CREST payment

arrangements.

6. Taxation

United Kingdom

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The following paragraphs, which are intended as a general guide only, are based on current UK tax legislation and HM Revenue & Customs published practice and summarise certain limited aspects of the UK tax treatment of acceptance of the Offer. They relate only to the position of certain classes of taxpayer and only to those Shareholders who hold their Shares beneficially as an investment, other than under a personal equity plan or an individual savings account and (except insofar as express reference is made to the treatment of non-UK residents) who are resident or, in the case of individuals, ordinarily resident and domiciled in the UK for tax purposes. The tax treatment may be different for Shareholders who acquired their Shares by reason of their employment with the Group Companies, any holding companies thereof and/or any associated or affiliated companies with such holding companies. If you are in any doubt as to your taxation position, or if you are subject to taxation in any jurisdiction other than the UK, you should consult an appropriate independent professional adviser immediately. None of JEH, its directors or officers take responsibility for any tax liability of any Shareholder or DI Holder.

(a) Tax on chargeable gains

Liability to UK tax on chargeable gains will depend on the individual circumstances of each Shareholder.

The sale by a Shareholder of his Shares for cash will constitute a disposal for the purposes of UK tax on chargeable gains which may, depending on the Shareholder's individual circumstances (including the availability of exemptions or allowable losses), give rise to a liability to UK tax on chargeable gains. Tax on such chargeable gains is currently charged at a flat rate of 28 per cent. for Shareholders who are individuals. There are various reliefs which could apply to reduce any chargeable gain which arises, including the following:

(i) For Shareholders within the charge to corporation tax but which do not qualify for the substantial shareholdings exemption in respect of their Shares, indexation allowance may apply to reduce any chargeable gain arising on the disposal of the Shares but will not create or increase an allowable loss.

(ii) Shareholders who are individuals benefit from an annual exempt amount to the extent it has not already been utilised, such that capital gains tax is chargeable only on gains arising from all sources during the tax year in excess of this figure. The annual exempt amount is GBP11,100 for the 2015-2016 tax year.

(b) Stamp Duty and Stamp Duty Reserve Tax ("SDRT")

No stamp duty or SDRT will be payable by Shareholders on the sale of their Shares pursuant to the Offer.

Netherlands Taxation

(a) General

The following is a general summary of certain material Netherlands tax consequences of the disposal of the Shares. This summary does not purport to describe all possible tax considerations or consequences that may be relevant to all categories of investors, some of which may be subject to special treatment under applicable law (such as trusts or other similar arrangements), and in view of its general nature, it should be treated with corresponding caution. Holders of Shares should consult with their tax advisors with regard to the tax consequences of the disposal of the Shares in their particular circumstances. The discussion below is included for general information purposes only.

Please note that this summary does not describe the tax considerations for:

(i) holders of Shares if such holders, and in the case of individuals, his/her partner or certain of their relatives by blood or marriage in the direct line (including foster children), have a substantial interest or deemed substantial interest in the Company under the Netherlands Income Tax Act 2001 (Wet inkomstenbelasting 2001). Generally speaking, a holder of securities in a company is considered to hold a substantial interest in such company, if such holder alone or, in the case of individuals, together with his/her partner (statutorily defined term), directly or indirectly, holds (i) an interest of 5 per cent or more of the total issued and outstanding capital of that company or of 5 per cent or more of the issued and outstanding capital of a certain class of shares of that company; or (ii) rights to acquire, directly or indirectly, such interest; or (iii) certain profit sharing rights in that company that relate to 5 per cent or more of the company's annual profits and/or to 5 per cent or more of the company's liquidation proceeds. A deemed substantial interest may arise if a substantial interest (or part thereof) in a company has been disposed of, or is deemed to have been disposed of, on a non-recognition basis;

(ii) holders of Shares in the Company that qualify or qualified as a participation for purposes of the Netherlands Corporate Income Tax Act 1969 (Wet op de vennootschapsbelasting 1969). Generally, a taxpayer's shareholding of 5 per cent or more in a company's nominal paid-up share capital qualifies as a participation. A holder may also have a participation if such holder does not have a 5 per cent shareholding but a related entity (statutorily defined term) has a participation or if the company in which the shares are held is a related entity (statutorily defined term);

(iii) holders of Shares who are individuals for whom the Shares or any benefit derived from the Shares are a remuneration or deemed to be a remuneration for activities performed by such holders or certain individuals related to such holders (as defined in the Netherlands Income Tax Act 2001); and

(iv) pension funds, investment institutions (fiscale beleggingsinstellingen), exempt investment institutions (vrijgestelde beleggingsinstellingen) and other entities that are, in whole or in part, not subject to or exempt from corporate income tax in the Netherlands, as well as entities that are exempt from corporate income tax in their country of residence, such country of residence being another state of the European Union, Norway, Liechtenstein, Iceland or any other state with which the Netherlands have agreed to exchange information in line with international standards.

Except as otherwise indicated, this summary only addresses Netherlands national tax legislation and published regulations, whereby the Netherlands means the part of the Kingdom of the Netherlands located in Europe, as in effect on the date hereof and as interpreted in published case law until this date, without prejudice to any amendment introduced at a later date and implemented with or without retroactive effect.

(b) Taxes on Income and Capital Gains

Netherlands Resident Individuals

If the holder of Shares is an individual, resident or deemed to be resident in the Netherlands for Netherlands income tax purposes ("Netherlands Resident Individual"), any benefit derived or deemed to be derived from the Shares held by such Netherlands Resident Individual is taxable at the progressive income tax rates (with a maximum of 52 per cent), if:

(i) the Shares are attributable to an enterprise from which the Netherlands Resident Individual derives a share of the profit, whether as an entrepreneur or as a person who has a coentitlement to the net worth (medegerechtigd tot het vermogen) of such enterprise, without being an entrepreneur or a shareholder, as defined in the Netherlands Income Tax Act 2001; or

(ii) the holder of Shares is considered to perform activities with respect to the Shares that go beyond ordinary asset management (normaal, actief vermogensbeheer) or derives benefits from the Shares that are taxable as benefits from other activities (resultaat uit overage werkzaamheden).

If the above-mentioned conditions (i) and (ii) do not apply to the individual holder of Shares, the Shares are recognised as investment assets and included as such in such holder's net investment asset base (rendementsgrondslag). Such holder will be taxed annually on a deemed income of 4 per cent of his or her net investment assets for the year at an income tax rate of 30 per cent. The net investment assets for the year are the fair market value of the investment assets less the allowable liabilities on 1 January of the relevant calendar year. A tax free allowance may be available. Actual income, gains or losses in respect of the Shares or the disposal of the Shares are as such not subject to Netherlands income tax.

Netherlands Resident Entities

If the holder of Shares is an entity that is a resident of the Netherlands or deemed to be resident of the Netherlands for Netherlands corporate income tax purposes ("Netherlands Resident Entity"), any benefit derived or deemed to be derived from the Shares held by such Netherlands Resident Entity, including any capital gains realised on the disposal thereof, will generally be subject to Netherlands corporate income tax at a rate of 25 per cent (a corporate income tax rate of 20 per cent applies with respect to taxable profits up to EUR200,000).

Non-residents of the Netherlands

A holder of Shares will not be subject to Netherlands taxes on income or on capital gains in respect of any payment under the Shares or any gain realised on the disposal or deemed disposal of the Shares, provided that:

(i) such holder is neither a resident nor deemed to be resident in the Netherlands for Netherlands tax purposes;

(ii) such holder does not have an interest in an enterprise or a deemed enterprise (statutorily defined term) which, in whole or in part, is either effectively managed in the Netherlands or is carried out through a permanent establishment, a deemed permanent establishment or a permanent representative in the Netherlands and to which enterprise or part of an enterprise the Shares are attributable; and

(iii) in the event such holder is an individual, such holder does not carry out any activities in the Netherlands with respect to the Shares that go beyond ordinary asset management and does not derive benefits from the Shares that are taxable as benefits from other activities in the Netherlands.

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(c) Other Taxes and Duties

No Netherlands VAT and no Netherlands registration tax, stamp duty or any other similar documentary tax or duty will be payable by a holder of Shares on any payment in consideration for the disposal of the Shares.

7. Overseas Shareholders/DI Holders

The making and availability of the Offer in, or to persons resident in, or to nationals or citizens of, jurisdictions outside the UK or to nominees of, or custodians or trustees for, citizens or nationals of other countries may be prohibited or affected by the laws of the relevant jurisdictions.

Such overseas Shareholders/DI Holders should fully inform themselves about and observe any applicable legal requirements. You are referred to paragraph 6 of Part A of the Appendix to this document.

If you are an overseas Shareholder/DI Holder and you are in doubt about your position, you should consult your independent professional adviser in the relevant jurisdiction.

8. Action to be taken

To accept the Offer in respect of Shares in registered form, the accompanying Form of Acceptance must be completed, signed and witnessed (in the case of an individual) and then returned in accordance with the instructions printed thereon. Forms of Acceptance should be returned by post or by hand (during normal business hours only), to Capita as soon as possible and in any event so as to be received by no later than 1.00 p.m. (London time) on 13 November 2015.

If you wish to instruct the Depository to accept the Offer in respect of DIs, your acceptance should be made electronically through CREST by following the procedure set out in paragraph 1(c) of Part A of the Appendix to this document and, in any event, so that the TTE Instruction settles no later than 1.00 p.m. (London time) on 13 November 2015.

9. Post-Offer restructuring measures

Shareholders and DI Holders who do not tender their Shares or DIs in the Offer will hold a minority interest in the Company following the Offer and Cancellation. It is the intention of JEH to ultimately acquire 100 per cent of the Shares and DIs. JEH may use any legally permitted method to acquire all of the Shares following the Cancellation. For this purpose, following the Cancellation, JEH is intending to implement (or cause to be implemented) buy-out proceedings (uitkoopprocedure) under Dutch law (this option will only be available to JEH once JEH, alone or together with one or more of its group companies, holds at least 95 per cent of the Company's issued share capital and can exercise at least 95 per cent of the voting rights in the Company's general meeting of shareholders). In addition, following the Cancellation, the Company may propose (where applicable) and implement (or cause to be implemented) restructuring measures, including:

-- certain loans between the Group Companies and JEH or other entities controlled by Messrs Bhartia may be converted into equity, which may dilute the shareholdings of other Shareholders and DI Holders. It is envisaged that, after the Cancellation has become effective, the Board will be authorised to issue Shares and to exclude pre-emption rights of Shareholders in connection therewith. After the Cancellation, Messrs Bhartia will have control over all Board appointments and will effectively be free to make such changes to the Board as they shall see fit. Consequently, it will be within the power of Messrs Bhartia to dilute minority Shareholders and DI Holders after the Cancellation to such a level that JEH can initiate buy-out proceedings under Dutch law as described above, or even to such a level that the minority interests in the Company become negligible;

-- a sale and transfer (on arms' length terms) by the Company of its entire business to JEH or a group company of JEH, followed by a distribution of the sale proceeds to the Shareholders (including JEH). Following the Cancellation, these matters will no longer require a resolution of the Company's general meeting of shareholders and can be effected by the Board (whose composition, as indicated above, is effectively controlled by Messrs Bhartia). The sale proceeds will primarily be left outstanding as a loan (with the receivable under such loan being distributed to JEH). Only a small cash payment shall be made for such sale, proportionate to the percentage of the Company's issued share capital represented by minority Shareholders at that time, and such cash payment will be distributed to the minority Shareholders;

-- a legal merger or demerger of the Company, resulting in the acquisition by JEH or a group company of JEH acquiring the Company's business. In such a legal merger or demerger, the exchange ratio could be determined by the Board to be such, that minority Shareholders do not (or do not all) acquire shares in the surviving/acquiring company and, instead, receive a cash payment deemed to be appropriate by the Board;

-- a contribution of cash and/or assets by JEH or a group company of JEH to the Company against the issuance of additional Shares, with the exclusion of pre-emptive rights (voorkeursrechten), if any, of other Shareholders in order to further dilute the minority Shareholders; as indicated above, the Board (whose composition is effectively controlled by Messrs Bhartia) will be authorised to issue Shares and to exclude pre-emption rights of Shareholders in connection therewith. Consequently, it will be within the power of Messrs Bhartia to dilute minority Shareholders and DI Holders after the Cancellation to such a level that JEH can initiate buy-out proceedings under Dutch law as described above, or even to such a level that their interests in the Company become negligible;

-- a dissolution and liquidation of the Company, with the Company's business being distributed to JEH and cash being distributed to the minority Shareholders. Following the Cancellation, these matters will no longer require a resolution of the Company's general meeting of shareholders and can be effected by the Board (whose composition, as indicated above, is effectively controlled by Messrs Bhartia);

-- further purchases of Shares or DIs by JEH or a group company of JEH (including by the Company itself), which will dilute the minority holding to less than 5 per cent, subsequently initiating buy-out proceedings under Dutch law to acquire the entire minority holding;

-- any other transactions, restructurings, share issuances, rights issues, procedures and/or proceedings required to effect the aforementioned measures; or

   --     any combination of the foregoing. 

Shareholders and DI Holders should note that after the Cancellation, Messrs Bhartia will have control over all Board appointments and will effectively be free to make such changes to the Board as they shall see fit.

10. Further information

Your attention is drawn to the Appendix to this document, which contains further information in relation to the Offer and to the accompanying Form of Acceptance. The Appendix and the Form of Acceptance contain material information which form part of this document and may not be summarised elsewhere.

Yours faithfully

Shyam S Bhartia

Chairman

Jubilant Energy (Holding) B.V.

Expected Timetable of Principal Events

 
 Publication date of this         20 October 2015 
  document 
 Extraordinary General            11.00 a.m. (CET) on 6 
  Meeting of the Company           November 2015 
 Result of Extraordinary          6 November 2015 
  General Meeting announced 
 Final time and date for          1.00 p.m. on 13 November 
  tendering Shares and DIs         2015 
  under the Offer 
 Final date of trading            16 November 2015 
  in Shares on AIM 
 Result of Offer announced        16 November 2015 
 Cancellation of admission        7.00 a.m. on 17 November 
  of Shares to trading on          2015 
  AIM 
 Offer becomes unconditional      17 November 2015 
 Consideration posted to          by 1 December 2015 
  accepting Shareholders/issued 
  to accepting DI Holders 
  through CREST 
 

All of the times referred to in this document are London time, unless indicated otherwise.

Any changes to the above times and/or dates will be notified to Shareholders and DI Holders.

Definitions

In this document and in the accompanying Form of Acceptance, the following expressions shall (unless the context requires otherwise) have the following meanings (with expressions defined in the singular having a similar meaning when used in the plural and vice versa):

 
 "AIM"                  AIM, a market operated by the London 
                           Stock Exchange 
 "AIM Rules"            the rules governing the admission 
                           to and operation of AIM published 
                           by the London Stock Exchange from 
                           time to time 
 "Articles"             the articles of association of the 
                           Company in force at the date of 
                           this document 
 "Board"                the Company's board of directors 
 "Business Day"         a day other than a day which is 
                           a Saturday, a Sunday or a public 
                           holiday in England 
 "Cancellation"         the cancellation of the admission 
                           to trading of the Shares on AIM 
                           in accordance with the AIM Rules 
 "Capita Asset           a trading name of Capita Registrars 
  Services"               Limited 
 "City Code"            the UK City Code on Takeovers and 
                           Mergers 
 "Circular"             means the circular to Shareholders 
                           and DI Holders relating to the Cancellation 
                           being posted to Shareholders and 
                           DI Holders on 20 October 2015 
 "Closing Date"         means 13 November 2015, being the 
                           date on which the Offer closes 
 "Closing Price"        means the middle market closing 
                           price of a Share on the relevant 

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