Wentworth Resources, the independent, Tanzania -focused natural gas production company, provides an update on the offer from Etablissements Maurel & Prom S.A. ("M&P").
On 5 December 2022 , the boards of Wentworth and M&P announced that they had reached agreement on the terms of a recommended all cash offer by M&P for the entire issued, and to be issued, share capital of Wentworth (the "Acquisition"). The Acquisition is to be implemented by means of a scheme of arrangement pursuant to Article 125 of the Jersey Companies Law. The circular in relation to the Scheme was published or made available to Wentworth Shareholders on 25 January 2023 (the "Scheme Document").
The Acquisition was approved by Wentworth Shareholders at the Court Meeting and the General Meeting which were held on 23 February 2023 , but remains subject to the satisfaction or (where capable of being waived) waiver of the other Conditions to the Acquisition as set out in Part III (Conditions to and certain further terms of the Acquisition and the Scheme) of the Scheme Document.
These Conditions include, inter alia, (i) consent from the Minister responsible for petroleum affairs in Tanzania under the Petroleum Act 2015 and any other applicable laws ("MoE Consent"); (ii) the waiver of any right of first refusal or pre-emption right to which by the Tanzania Petroleum Development Corporation ("TPDC") is entitled in respect of the Mnazi Bay asset (the "TPDC Waiver"); and (iii) approval from the Tanzanian Fair Competition Commission ("FCC") (together the "Governmental Approval Conditions"), in each case on terms satisfactory to M&P, acting reasonably.
Governmental Approval Conditions
Wentworth notes an announcement made by M&P today stating that it has received the TPDC Waiver and the MoE Consent. Work is ongoing to procure approval from the FCC, which M&P states is expected to be granted before the Court Sanction Hearing.
The Scheme remains subject to certain other conditions, including sanction by the Court at the Court Sanction Hearing and the delivery of a copy of the Court Order to the Registrar of Companies. Subject to the satisfaction of the Governmental Approval Conditions, the Scheme receiving the sanction of the Court, the delivery of a copy of the Court Order to the Registrar of Companies and the satisfaction (or, where applicable, the waiver) of the other Conditions set out in Part III of the Scheme Document, the Scheme is expected to become effective on 21 December 2023. The expected timetable of principal events for the implementation of the Scheme is set out below. If any change to the key dates and/or times set out in the timetable are made, whether by reason of any delay in the Governmental Approval Conditions being satisfied or otherwise, Wentworth will give notice of this change by issuing an announcement through a Regulatory Information Service and such announcement will be made available on Wentworth's website at www.wentplc.com/investors/offer-for-wentworth/
Terms used but not defined herein shall have the meaning given to them in the Scheme Document.
In accordance with Rule 26 of the Code, a copy of this announcement will be available on the Company's website at www.wentplc.com/investors/offer-for-wentworth/, where a copy of the Scheme Document can also be found. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.