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Response to Statement by Serica Energy plc

In brief · summary, not quotable

EnQuest in discussions with Serica Energy regarding possible reverse takeover combination with all-share offer.

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The Board of EnQuest notes the recent announcement made by Serica and confirms that it is in discussions regarding a possible combination of EnQuest and Serica (the "Possible Combination"). It is envisaged that the Possible Combination will be implemented by way of reverse takeover whereby EnQuest would make an all-share offer for Serica.

Discussions remain ongoing between the Boards of EnQuest and Serica, and a further announcement will be made in due course. There can be no certainty that an offer will be made, nor as to the terms on which any offer will be made.

Important Code notes

For the purposes of the Takeover Code, Serica is considered the offeree company.

In accordance with Rule 2.6(a) of the Code, EnQuest is required, by not later than 5.00 p.m. on 4 April 2025 to either announce a firm intention to make an offer for Serica in accordance with Rule 2.7 of the Code or announce that it does not intend to make such an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.

For the purposes of Rule 2.5(a) of the Code, EnQuest reserves the right to introduce other forms of consideration and/or vary the mix of consideration of any offer. EnQuest also reserves the right to make an offer on less favourable terms than outlined in this announcement or the announcement made by Serica earlier today:

  • with the consent of the Board of Serica;
  • if a third party announces a possible offer or firm intention to make an offer for Serica on less favourable terms than outlined in this announcement; or
  • if Serica announces a Rule 9 waiver transaction pursuant to the Code or a reverse takeover.

EnQuest will reduce the terms of the Possible Combination to take account of the value of any dividend or any other distribution or return of value to shareholders which is paid, or becomes payable, by Serica after the date of this announcement, with the exception of any agreed return of capital to existing Serica shareholders conditional upon completion of the Possible Combination.

Rule 2.9 information

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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