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Not for release, publication or distribution, in whole or in part, in or into or from the United States, Canada, Australia, Japan or any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction
07 September 2007
Recommended Cash Offer by Jefferies International Limited
on behalf of Capricorn Oil & Gas Limited a subsidiary of Cairn Energy PLC for Plectrum Petroleum Plc
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Summary:
 The Boards of Cairn and Plectrum are pleased to announce that they have today reached agreement on the terms of a recommended cash offer to be made by Jefferies International on behalf of Capricorn for the whole of the issued and to be issued share capital of Plectrum.
Under the terms of the Offer, Plectrum Shareholders will be entitled to receive 13 pence per Plectrum Share in cash. On this basis, the terms of the Offer value the entire existing issued share capital of Plectrum at approximately £23.4 million.
The Offer Price represents a premium of:
• approximately 8.3 per cent. to the Closing Price of 12.0 pence per Plectrum Share on 6 September 2007 (being the last Business Day prior to this announcement); and
• approximately 22.9 per cent. to the average Closing Price of 10.58 pence per Plectrum Share for the 30 calendar days ended 6 September 2007 (being the last Business Day prior to this announcement).
Capricorn has agreed to acquire 11,180,770 Plectrum Shares from Mr R I Griffiths, 11,180,770 Plectrum Shares from Tarascon Investments and 9,680,770 Plectrum Shares from Mr D R Norwood, representing in aggregate approximately 17.8 per cent. of the existing issued share capital of Plectrum.
The Plectrum Directors, who have been so advised by Blue Oar Securities, consider the terms of the Offer to be fair and reasonable. Accordingly, the Plectrum Directors have unanimously agreed to recommend that Plectrum Shareholders accept the Offer, as each of the Plectrum Directors has irrevocably undertaken to do (or procure to be done) in respect of his own beneficial holding of Plectrum Shares (amounting to, in aggregate and when taken together with the holdings of related trusts and close family members of the Plectrum Directors, 18,644,312 Plectrum Shares, representing approximately 10.3 per cent. of the existing issued share capital of Plectrum).
Capricorn has also received irrevocable undertakings to accept the Offer from certain other Plectrum Shareholders, in respect of, in aggregate, 24,029,079 Plectrum Shares, representing approximately 13.3 per cent. of the existing issued share capital of Plectrum.
Accordingly, Capricorn has agreed to purchase or has received irrevocable undertakings in respect of, in aggregate, 74,715,701 Plectrum Shares, representing approximately 41.4 per cent. of Plectrum's existing issued share capital.
Commenting on the Offer, Mike Watts, Exploration and New Business Director of Cairn and Chief Executive Officer of Capricorn Energy, said:
"Capricorn is making the Offer for Plectrum to establish a position in oil exploration offshore Tunisia. Plectrum has a 50 per cent interest in, and is the operator of the Nabeul Permit. There are no wells on the Nabeul Permit, however Plectrum is currently processing a recently acquired 2-D seismic survey. Plectrum also has a position in Peru, Australia and the UK."
Commenting on the Offer, Mike Whyatt, Executive Chairman of Plectrum, said:
"Having explored various ways of further exploiting the Company's assets the Directors have concluded that the Offer provides the most certain outcome for shareholders. The Directors consider the Offer to be fair and reasonable offering Plectrum Shareholders the opportunity to lock-in value at an attractive premium of 29.6 per cent. to the average closing price of 10.03 pence for the three calendar months ended 31 August 2007 which reflects the quality of the Plectrum exploration portfolio."
ENQUIRIES
For further information contact:
Cairn
0131 475 3000
Mike Watts
Jann Brown
Simon Thomson
Jefferies International
020 7618 3713
Richard Kent
Plectrum
0133 082 6710
Mike Whyatt
Jim Bain
Blue Oar Securities
0117 933 0020
John Wakefield
Mike Coe
This summary should be read in conjunction with, and is subject to, the full text of the attached Announcement (including its appendices). Appendix I sets out the conditions to and certain further terms of the Offer. Appendix II sets out the bases and sources of certain financial information contained in this summary and in the attached Announcement. Appendix III contains certain details in respect of irrevocable undertakings given to Capricorn. Appendix IV contains definitions of certain expressions used in this summary and in the attached Announcement.
The Offer Document and (in the case of Plectrum Shares held in certificated form) the Form of Acceptance will be posted to Plectrum Shareholders as soon as practicable and, in any event, within 28 days of this Announcement, except otherwise with the consent of the Panel.
Jefferies International, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as financial adviser to Cairn and Capricorn in connection with the Offer and no-one else and will not be responsible to anyone other than Cairn and Capricorn for providing the protections afforded to customers of Jefferies International or for providing advice in relation to the Offer.
Blue Oar Securities, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Plectrum in connection with the Offer and no-one else and will not be responsible to anyone other than Plectrum for providing the protections afforded to clients of Blue Oar Securities or for providing advice in relation to the Offer.
Neither this summary nor the attached Announcement constitutes, or forms part of, an offer or an invitation to purchase or subscribe for any securities. The Offer will be made solely by the Offer Document and (in the case of Plectrum Shares held in certificated form) the Form of Acceptance, which together will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted.
The availability of the Offer 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.
Unless otherwise determined by Capricorn, and subject to any dispensation required from the Panel, the Offer 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, telephonically or electronically) of interstate or foreign commerce of, or through any facilities of a national securities exchange of, the United States, Canada, Australia or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction, and the Offer, when made, should not be accepted by any such use, means, instrumentality or facilities or from or within the United States, Canada, Australia or Japan or any such other jurisdiction. Accordingly, copies of this summary and the attached Announcement are not being, and must not be mailed or otherwise forwarded, distributed or sent in, into or from the United States, Canada, Australia or Japan and all persons receiving this summary and the attached Announcement (including nominees, trustees and custodians) must not mail or otherwise forward, distribute or send it in, into or from the United States, Canada, Australia or Japan. Doing so may render invalid any purported acceptance of the Offer. Notwithstanding the foregoing, Capricorn will retain the right to permit the Offer to be accepted and any sale of securities pursuant to the Offer to be completed if, in its sole discretion, it is satisfied that the transaction in question can be undertaken in compliance with applicable law and regulation.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of Plectrum, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Plectrum, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of Plectrum or any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.
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