Venture Production Notes Offer by Centrica Resources (UK) Limited Declared Wholly Unconditional
On 25 August 2009, the Board of the Venture Production announced that it recommends that shareholders accept the Centrica Offer once it is declared wholly unconditional ('Recommendation Announcement'). The Board of the Company notes the announcement made by Centrica today declaring the Centrica Offer wholly unconditional, consequently shareholders are recommended to accept the Centrica Offer as the Directors intend to do in respect of their own beneficial holdings amounting to 9.89% of the issued share capital of the Company.
A change of control impacts the Company's incentive schemes. On a change of control, under the Company's Long Term Incentive Plan 2008 and the Long Term Incentive Plan 2006, the Remuneration Committee of the Company is required to exercise its discretion to determine the number of shares, if any, which may be released in relation to awards provisionally made to participants in those schemes (including Executive Directors and PDMRs). As the change of control of the Company has become effective, the Remuneration Committee of the Company has exercised its discretion and made a determination as disclosed below and/or the rules of the Company's incentive schemes provide what is due to the Directors and certain PDMRs (in addition to other participants in those schemes).
The Additional Information section of the circular sent to shareholders rejecting the Centrica Offer dated 24 July 2009 ('Defence Circular') sets out the interests in Venture's securities held by the Directors including the conditional share awards over ordinary shares of 0.4 pence each in the capital of the Company (each an Ordinary Share). The information in the Defence Circular was updated in the circular sent to shareholders providing an independent valuation dated 4 August 2009 ('Valuation Circular') and also in the Recommendation Announcement. The information set out below supersedes the information set out in the Defence Circular, Valuation Circular and the Recommendation Announcement.
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