Withdrawal of Proposed Offer by Nostrum Oil & Gas PLC
Tethys Petroleum Limited: Withdrawal of Proposed Offer by Nostrum Oil & Gas PLC
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION
Tethys Petroleum Limited ("Tethys" or the "Company") (TSX:TPL)(LSE:TPL) announces that Nostrum Oil & Gas PLC ("Nostrum") has withdrawn its proposed offer that was previously announced on September 23, 2015 ("Proposed Offer") to acquire the entire issued share capital of Tethys together with a proposed US$20 million interim funding transaction (the "Interim Funding" and, together with the Proposed Offer, the "Proposed Transaction").
Tethys and Nostrum have worked together to negotiate legally binding agreements implementing the Proposed Transaction during the exclusivity period that began on September 23, 2015 and expired at 11:59 p.m. on October 6, 2015. However, as stated in Tethys' announcement on September 23, 2015 a condition to the entry into those agreements was that the three major shareholders of Tethys agree to support the Proposed Offer in a form and substance satisfactory to Nostrum. As indicated in Nostrum's press release, Tethys' largest shareholder, Pope Asset Management, has informed Nostrum that it does not support the Proposed Transaction and therefore, despite the progress made by Nostrum and Tethys in preparing transaction documentation, Nostrum has informed the Company that the Proposed Transaction will not proceed.
Tethys notes that Nostrum has reserved its right to propose alternative transactions to Tethys and/or to make an offer for the share capital of Tethys on different terms to those previously announced. However, there can be no certainty that Nostrum will propose any alternative transactions to Tethys or make any offer for the share capital of Tethys on terms different to those previously announced.
Tethys is focused on oil and gas exploration and production activities in Central Asia and the Caspian Region. This highly prolific oil and gas area is rapidly developing and Tethys believes that significant potential exists in both exploration and in discovered deposits.
Some of the statements in this document are forward-looking. Forward-looking statements include statements regarding the intent, belief and current expectations of the Company or its officers with respect to a possible offer or agreement and further financing. When used in this document, the words "expects," "believes," "anticipates," "plans," "may," "will," "should" and similar expressions, and the negatives thereof, are intended to identify forward-looking statements. Such statements are not promises or guarantees, and are subject to risks and uncertainties that could cause actual outcomes to differ materially from those suggested by any such statements, including whether Nostrum will propose any alternative transaction to Tethys and/or make any offer for the share capital of Tethys on different terms to those previously announced. Moreover, even if Nostrum were to propose an alternative transaction or make an alternative offer to shareholders, there is no certainty that any offer to shareholders would be at a price in excess to current market prices or that the conditions to any alternative proposal or offer could be satisfied.
No part of this announcement constitutes, or shall be taken to constitute, an invitation or inducement to invest in the Company or any other entity, and shareholders of the Company are cautioned not to place undue reliance on the forward-looking statements. Save as required by the Listing Rules and applicable law, the Company does not undertake to update or change any forward-looking statements to reflect events occurring after the date of this announcement.
CAMARCO (Financial PR)
Ginny Pulbrook/ Billy Clegg / Georgia Mann
+44(0)203 757 4983