Contractors Unlimited

Venture Welcomes Takeover Panel Deadline

Venture ProductionVenture Production plc ("Venture" or "the Company"), the Aberdeen headquartered UK independent oil and gas production company welcomes today's announcement by the Takeover Panel Executive that it has imposed a deadline of 5.00pm on 13 July 2009, by which Centrica plc ("Centrica") must, unless the Takeover Panel Executive consents otherwise, either announce a firm intention to make an offer for Venture under Rule 2.5 of the Takeover Code (the "Code") or announce that it does not intend to make an offer for Venture.

If Centrica announces that it does not intend to make an offer for Venture, Centrica and any person acting in concert with it will, except with the consent of the Takeover Panel Executive, be bound by the restrictions contained in Rule 2.8 of the Code for six months from the date of such announcement.

Prior to Venture's request that the Takeover Panel Executive impose a "put up or shut up" deadline, the Chairman and Chief Executive of Venture met with their respective counterparts at Centrica at which no firm offer was forthcoming. By 13 July, Centrica will have had nearly four months to put forward a firm offer and Venture's Board believe it is in the interests of the Company and its shareholders that this period of protracted uncertainty is brought to an end.

Since the start of the Offer Period on 18 March, Venture has made substantial progress in delivering upon its stated strategy including:
  • Average production of approximately 53,400 boepd for the first five months of 2009, up 17% over the same period last year;
  • Successful appraisal of the Cygnus gas field;
  • Successful exploration well on Carna;
  • Tie-in of the second Chestnut production well; and
  • Successful Kew appraisal well
As a result, at the end of March 2009, Venture reported a 12% increase to year end total proven and probable reserves to approximately 240 million barrels of oil equivalent ("MMboe"). This increase in Venture's reserves is supported by an independent assessment by DeGolyer and McNaughton.

Alongside the excellent operational progress made by Venture, the external market environment has improved materially:
  • Commodity prices have increased significantly during this period; and
  • In the recent Budget the UK Government has introduced new tax allowances which will be beneficial for our portfolio of undeveloped oil and gas fields.
This operational performance and the improved external market backdrop reaffirms the Board's belief that the current strategy and proven track record of management will result in the continued delivery of growth. The Company is focused on maintaining its position as one of the largest independent producers of oil and gas in the North Sea, by acquiring, developing and bringing into production discovered but undeveloped or 'stranded' oil and gas fields. The Board of Venture therefore believes the Company has an excellent future as an independent company and therefore welcomes the Panel's ruling.

This announcement has not been made with the consent of Centrica and there can be no certainty that an offer will be made.

Venture is being advised by Rothschild, Lambert Energy, UBS and Oriel Securities in relation to this matter.

Dealing Disclosure Requirements:

Under the provisions of Rule 8.3 of the Takeover Code, if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of Venture, 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 p.m. (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 (or, implemented by a scheme of arrangement, such scheme becomes effective), 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 Venture, 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 Takeover Code, all "dealings" in "relevant securities" of Venture by Venture, Centrica, or by any of their "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 Takeover 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.

Posted 17/06/09

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