Ascent Resources PLC - Strategic review including formal sale process
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
("Ascent" or the "Company")
Strategic review including formal sale process under the Takeover Code
Since the current board came together in 2012/13, the primary focus has been on moving the Company from its then parlous financial state to becoming operationally cashflow positive. This was achieved, as announced on
However, the Board has concluded that the planned further development of the Petišovci project, and the potential diversification into other regional projects, is currently not an option available to the Company without the potential of significant dilution for shareholders.
The Company has received several expressions of interest from industry players interested in working with the Company to expedite the development of Petišovci, including through farm-outs and general strategic partnerships. These discussions are all at an early stage and there can be no assurance that any of them will result in a transaction acceptable to the Company. The Company is not currently in receipt of any approach with regard to a possible offer and is not in talks with any potential offeror.
Following receipt of the expressions of interest, the Board has decided to take a proactive approach and initiate a strategic review, including a formal sale process under the City Code on Takeovers and Mergers (the "Takeover Code").
In this regard, the Company has engaged GMP FirstEnergy, an independent oil and gas advisory firm. Parties with a potential interest in making a proposal should contact
It is currently expected that any party interested in participating in the formal sale process will, at the appropriate time, enter into a non-disclosure agreement with Ascent on terms satisfactory to the
There can be no certainty that an offer will be made, nor as to the terms on which any offer will be made.
Rule 26.1 disclosures
A copy of this announcement will be made available (subject to certain restrictions relating to persons resident in restricted jurisdictions) on Ascent's website at www.ascentresources.co.uk by no later than 12 noon (
Rule 2.9 of the Takeover Code
For the purposes of Rule 2.9 of the Takeover Code, Ascent confirms that it has in issue 2,268,810,686 ordinary shares of 0.2p each with ISIN number GB00BZ16J374.
The information communicated in this announcement is inside information for the purposes of Article 7 of Regulation 596/2014.
For further information, please contact:
0207 251 4905
GMP FirstEnergy, Financial Adviser
020 7448 0200
WH Ireland, Nominated Adviser & Broker
0207 220 1666
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0203 735 8825
This announcement 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 whether pursuant to this announcement or otherwise.
The distribution of this announcement in jurisdictions outside the
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange 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 securities exchange 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 securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange 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 securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8 of the Takeover Code. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than
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 securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Takeover Code.
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 of the Takeover Code).
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
This information is provided by RNS
Quick facts: Ascent Resources PLC
Market Cap: £1.33 m
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