Wentworth Resources plc ("Wentworth") and Etablissements Maurel & Prom S.A. ("M&P") announced on 5 December 2022 that they had reached agreement on the terms of a recommended acquisition of the entire issued and to be issued share capital of Wentworth by M&P (the "Acquisition"). The Acquisition values the entire issued and to be issued ordinary share capital of Wentworth at approximately £61.7 million (approximately $75.0 million ).
The Acquisition is to be implemented by means of a scheme of arrangement pursuant to Article 125 of the Jersey Companies Law, which requires (among other matters) the approval of the Scheme Shareholders at the Court Meeting and the Wentworth Shareholders at the General Meeting, and the sanction of the Court.
On 25 January 2023 Wentworth announced the publication and posting of a circular in relation to the Scheme containing, amongst other things, a letter from the Chairman of Wentworth, an explanatory statement pursuant to Article 126 of the Jersey Companies Law, the full terms and conditions of the Acquisition, notices convening the Court Meeting and the General Meeting, an expected timetable of principal events and details of the actions to be taken by Wentworth Shareholders (the "Scheme Document"), together with the associated Forms of Proxy
The Court Meeting and General Meeting are scheduled for 23 February 2023 and the latest date for lodging Forms of Proxy is 21 February 2023.
The Board of Wentworth notes that Institutional Shareholder Services ("ISS") and Pensions & Investment Research Consultants Ltd ("PIRC") have both issued supportive FOR recommendations, advising their institutional shareholder subscribers to vote IN FAVOUR of the resolutions necessary to approve the Scheme at the Court Meeting and general meeting.
ISS and PIRC are leading independent, third-party proxy advisory firms which provide proxy voting recommendations to pension funds, investment managers, mutual funds, and other institutional shareholders.
Subject to any restrictions relating to persons resident in Restricted Jurisdictions, the Scheme Document is available on Wentworth's website at https://www.wentplc.com/investors/offer-for-wentworth and on M&P's website at https://www.maureletprom.fr/en/
Scheme Shareholders and Wentworth Shareholders are encouraged to submit proxy appointments and instructions for the Court Meeting and the General Meeting as soon as possible using any of the methods set out in the Scheme Document. Scheme Shareholders and Wentworth Shareholders are also encouraged to appoint the Chair of the relevant Meeting as their proxy.
It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of the opinion of Scheme Shareholders. Whether or not you intend to attend the Court Meeting and/or the General Meeting in person, you are therefore strongly urged to complete, sign and return both of your Forms of Proxy or appoint a proxy or proxies electronically for both the Court Meeting and the General Meeting as soon as possible.
Wentworth Shareholders should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.
If you have any questions in relation to this announcement, the Scheme Document, the Meetings, or the completion and return of the Forms of Proxy, please telephone Link Group on 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9:00 a.m. and 5:30 p.m. , Monday to Friday (except UK public holidays). Please note that Link Group cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.
Defined terms used but not defined in this announcement have the meaning given to them in the Scheme Document.