THIS NOTICE IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM CANADA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
San Donato Milanese (Milan), 11 December 2007
FOR IMMEDIATE RELEASE
Recommended offer by Eni UK Holding plc (“Eni Holding”) for Burren Energy plc (“Burren”)
Posting of Offer Document
Further to the announcement made on 30 November 2007 regarding the recommended cash offer to be made by Eni Holding, a wholly owned subsidiary of Eni SpA (“Eni”) to acquire the entire issued share capital of Burren (“the Offer”), Eni Holding announces that the offer document containing the full terms of and conditions to the Offer (the “Offer Document”) has today been posted to Burren Shareholders, together with the related Form of Acceptance
The first closing date of the Offer is 10 January 2008.
Burren Shareholders are informed that copies of the Offer Document and the related Form of Acceptance are available for inspection at, and collection from, the offices of Computershare Investor Services PLC, Corporate Actions Projects, The Pavilions, Bridgwater Road, Bristol BS99 6AH on weekdays during normal business hours while the Offer remains open for acceptances.
Terms defined in the Offer Document have the same meaning in this announcement.
Press Office: Phone +39 02.52031875 – +39 06.5982398
N M Rothschild & Sons Limited
Roger Ader, Neeve Billis or Ed Welsh
+44 (0) 207 280 5000
Mark Harris or Andrew Mitchell
+44 (0) 207 251 3801
Atul Gupta (Chief Executive Officer) or Andrew Rose (Chief Financial Officer)
+44 (0) 207 484 1900
UBS Investment Bank
Adrian Haxby, David Waring or Neil Patel
+44 (0) 207 567 8000
James Henderson or Alisdair Haythornthwaite
+44 (0) 207 743 6673
The Eni Holding Directors accept responsibility for the information contained in this announcement. To the best of the knowledge of the Eni Holding Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they are taking responsibility is in accordance with the facts and contains no omission likely to affect the import of such information.
N M Rothschild & Sons Limited, which is authorised and regulated by the FSA in the United Kingdom, is acting for Eni Holding and Eni in connection with the Offer and no one else and will not be responsible to anyone other than Eni Holding and Eni for providing the protections afforded to clients of N M Rothschild & Sons Limited nor for providing advice in relation to the Offer or any matter referred to herein.
UBS Investment Bank, which is authorised and regulated by the FSA in the United Kingdom,,is acting for Burren in connection with the Offer and no one else and will not be responsible to anyone other than Burren for providing the protections afforded to clients of UBS Investment Bank nor for providing advice in relation to the Offer or any matter referred to herein.
This Announcement does not constitute, or form part of, an offer or an invitation to purchase or subscribe for any securities. The Offer will be made solely through the Offer Document, an advertisement to be made in a national newspaper in the UK, and the Form of Acceptance. Eni Holding intends to dispatch such documents to Burren Shareholders (and for information only, participants in the Burren Share Schemes and place such advertisement shortly. The Offer Document and the Form of Acceptance will together contain the full terms and conditions of the Offer, including details of how to accept the Offer. Any acceptance or other response to the Offer should be made only on the basis of the information contained within the Offer Document and the Form of Acceptance.
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. The Offer Document will be made available for public inspection in the United Kingdom.
Unless otherwise determined by Eni Holding and subject to any dispensation required from the Panel, the Offer will not be made, in whole or in part in, into or from Canada or any other jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the “Code”), if any person is, or becomes, “interested” (directly or indirectly) in 1% or more of any class of “relevant securities” of Burren, 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 any 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 Burren, 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 Burren by Eni SpA, Eni Holding or Burren, or by 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 http://www.thetakeoverpanel.org.uk/new/.
“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.