Statement re Possible Offer
Serica confirms discussions with EnQuest regarding possible all-share reverse takeover combination.
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Serica notes the recent media speculation and confirms that it is in discussions with EnQuest plc ("EnQuest") regarding a possible transaction to combine Serica and EnQuest (the "Possible Transaction").
The Board of Serica believes there are substantial potential benefits to the Possible Transaction, including increasing scale and diversification, unlocking significant synergies and providing a stronger platform for further growth.
Although discussions are ongoing, it is currently envisaged that the Possible Transaction will be structured as an all share offer by EnQuest for Serica by way of a reverse takeover under the UK Listing Rules. It is expected that the Possible Transaction would involve a return of capital to existing Serica shareholders conditional upon completion of the Possible Transaction (the "Expected Return of Capital"), and that Serica shareholders would hold a majority of the shares in the enlarged company with shares listed on the ESCC market of the London Stock Exchange. There can be no certainty either that an offer will be made, nor as to the terms on which such offer will be made. A further announcement will be made when appropriate.
This announcement has been made with the consent of EnQuest.
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 4th 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.
In accordance with Rule 2.5(a) of the Code, EnQuest reserves the right to introduce other forms of consideration and/or vary the form and mix or composition of consideration of any offer. EnQuest also reserves the right to make an offer on less favourable terms than outlined in this announcement:
- 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 Transaction 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 exception of the Expected Return of Capital.
Notice related to financial adviser
Rule 26.1 disclosure
Additional Information
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.