Publication and Posting of Scheme Document
Pharos Energy PLC announced the publication of its scheme document regarding the recommended cash acquisition by Ratio Petroleum Energy LP, offering up to 28 pence per Pharos Share. The acquisition, structured as a scheme of arrangement, requires approval from Pharos shareholders at court and general meetings scheduled for August 17, 2026, with the scheme expected to become effective in the first half of 2027. The Pharos Directors unanimously recommend shareholders vote in favour of the acquisition.
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Ratio Petroleum Energy LP ("Ratio")
to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
PUBLICATION AND POSTING OF SCHEME DOCUMENT
On 24 June 2026, the boards of Pharos and Ratio announced that they had reached agreement on the terms of a recommended cash acquisition pursuant to which Ratio will acquire the entire issued and to be issued share capital of Pharos for an offer price of up to 28 pence per Pharos Share (the "Acquisition"). The Acquisition is being effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").
Publication of the Scheme Document
The Pharos Directors are pleased to announce the publication of the scheme document in relation to the Acquisition (the "Scheme Document") which, together with the associated Forms of Proxy, is today being posted by Pharos to Pharos Shareholders and, for information only, persons with information rights.
The Scheme Document contains, amongst other things, a letter from the Chair of Pharos, the full terms and conditions of the Scheme, the Scheme, an explanatory statement pursuant to section 897 of the Companies Act 2006, an expected timetable of principal events, notices of the Court Meeting and the General Meeting, and details of the actions to be taken by Scheme Shareholders entitled to vote at the Court Meeting and Pharos Shareholders entitled to vote at the General Meeting in relation to the Acquisition.
The Scheme Document will be made available (subject to any applicable restrictions relating to persons in, or resident in, Restricted Jurisdictions) for inspection free of charge, on Pharos' website at https://www.pharos.energy/investors/offer and on Ratio's website at https://ratiopetroleum.com/offer-disclaimer/ no later than 12 noon on the Business Day following the publication of the Scheme Document and will be available up to and including the end of the Offer Period. The contents of these websites are not incorporated into, and do not form part of, this announcement.
Action required
As further described in the Scheme Document, before the Court is asked to sanction the Scheme and in order for the Scheme to become Effective, the Scheme will require: (i) the approval of a majority in number representing 75 per cent. or more in value of votes cast by Scheme Shareholders present and voting either in person or by proxy at the Court Meeting (or any adjournment thereof), which has been convened by an order of the Court; and (ii) the passing of the Resolution by the requisite majority of Pharos Shareholders at the General Meeting (or any adjournment thereof). The Scheme is also subject to the satisfaction or (where applicable) waiver of the Conditions and further terms that are set out in the Scheme Document, including the Regulatory Conditions in Egypt and Vietnam.
The Court Meeting and the General Meeting are to be held at the offices of Ashurst Perkins Coie UK LLP, London Fruit & Wool Exchange, 1 Duval Square, London E1 6PW on 17 August 2026. The Court Meeting is scheduled to commence at 2.00 p.m. and the General Meeting is scheduled to commence at 2.15 p.m. (or as soon thereafter as the Court Meeting has concluded, been adjourned or postponed). Notices of the Court Meeting and the General Meeting are set out in Parts 9 and 10, respectively, of the Scheme Document.
Any changes to the arrangements for the Court Meeting and the General Meeting will be communicated to the Scheme Shareholders and the Pharos Shareholders before the relevant Meetings, by an announcement through a Regulatory Information Service.
It is important that, for the Court Meeting in particular, as many votes as possible are cast (whether in person or by proxy) in order for the Court to be satisfied that there is a fair and reasonable representation of Scheme Shareholders' opinion. Scheme Shareholders and Pharos Shareholders are therefore strongly urged to complete, sign and return their Forms of Proxy or to appoint a proxy electronically either through the relevant share portal service, Proxymity or through CREST as soon as possible and, in any event, by no later than 2.00 p.m. on 13 August 2026 in respect of the Court Meeting and 2.15 p.m. on 13 August 2026 in respect of the General Meeting in accordance with the instructions set out in the Scheme Document and the Forms of Proxy. Instructions in relation to voting and the completion of the Forms of Proxy are included in the Scheme Document. Scheme Shareholders and Pharos Shareholders are also strongly encouraged to appoint the Chair of the meeting as their proxy.
Expected timetable of principal events
An expected timetable of principal events for the Scheme is set out in the Scheme Document and is also reproduced in the appendix to this announcement. Subject to obtaining the requisite approval of Scheme Shareholders at the Court Meeting and of Pharos Shareholders at the General Meeting, the satisfaction or waiver (if capable of waiver) of the other Conditions set out in the Scheme Document and the sanction of the Scheme by the Court at the Sanction Hearing, the Scheme is currently expected to become Effective in H1 2027. Pharos will make further announcements as appropriate with such announcements being available on Pharos' website at https://www.pharos.energy/investors/offer and on Ratio's website at https://ratiopetroleum.com/offer-disclaimer/.
The dates and times given are indicative only and are based on Pharos' and Ratio's current expectations and may be subject to change. If any of the expected dates and/or times set out in the expected timetable change, then Pharos (or Ratio, as applicable) will give notice(s) of such changes in an announcement released through a Regulatory Information Service and by making such announcement available on Pharos' website at https://www.pharos.energy/investors/offer and on Ratio's website at https://ratiopetroleum.com/offer-disclaimer/.
If the Scheme becomes Effective, it is intended that applications will be made to the London Stock Exchange to cancel the admission to trading in Pharos Shares on the Main Market, and to the Financial Conduct Authority to cancel the admission of the Pharos Shares to the Official List, in each case with effect from or shortly following the Effective Date and that steps will be taken to re-register Pharos as a private limited company. The last day of dealings in Pharos Shares on the London Stock Exchange's Main Market is expected to be the Business Day immediately prior to the Effective Date.
Recommendation
The Pharos Directors, who have been so advised by Rothschild & Co as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice to Pharos Directors, Rothschild & Co has taken into account the commercial assessments of the Pharos Directors. Rothschild & Co is providing independent financial advice to the Pharos Directors for the purposes of Rule 3 of the Code.
Accordingly, the Pharos Directors recommend unanimously that Pharos Shareholders vote in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting.
Pharos Shareholders should read carefully the whole of the Scheme Document (including any documents incorporated into the Scheme Document by reference), together with the accompanying Forms of Proxy, before deciding whether or not to vote, or procure a vote, in favour of the Scheme at the Court Meeting and the Resolution at the General Meeting. Each of these documents contains important information relating to the Acquisition. Any vote or decision in respect of, or other response to, the Acquisition or the Scheme (as applicable) should only be made on the basis of the information contained in the Scheme Document.
Helpline
| Latest time and date for receipt of the BLUE Form of Proxy, an electronic or a CREST or Proxymity Proxy Instruction or any other electronic voting instruction in respect of the Court Meeting | 2.00 p.m. on 13 August 2026 (2) |
| Latest time and date for receipt of the WHITE Form of Proxy, an electronic or a CREST or Proxymity Proxy Instruction or any other electronic voting instruction in respect of the General Meeting | 2.15 p.m. on 13 August 2026 (3) |
| Voting Record Time for the Court Meeting and the General Meeting | 6.30 p.m. on 13 August 2026 (4) |
| Court Meeting | 2.00 p.m. on 17 August 2026 |
| General Meeting | 2.15 p.m. on 17 August 2026 (5) |
The following dates and times associated with the Scheme are subject to change and will depend on, among other things, the date on which the Conditions to the Scheme other than Conditions 1 , 2.3 and 2.4 of Part A of Part 4 of the Scheme Document are satisfied or, if capable of waiver, waived and the date on which the Court sanctions the Scheme. Pharos will give adequate notice of all of these dates and times, when known, by issuing an announcement through a Regulatory Information Service, with such announcement being made available on Pharos' website at https://www.pharos.energy/investors/offer and on Ratio's website at https://ratiopetroleum.com/offer-disclaimer/ . Further updates and changes to these times will be notified in the same way.
| Sanction Hearing | As soon as reasonably practicable after the satisfaction (or, if applicable, waiver) of the Conditions (other than Conditions 1, 2.3 and 2.4 set out in Part A of Part 4 of the Scheme Document) and, in any event, on or prior to the Long-stop Date (" D ") |
| Last day of dealings in, and for registration of transfers of Pharos Shares on the Main Market | D+1 Business Day (6) |
| Scheme Record Time and record time for the Special Dividend | 6.00 p.m. on D+1 Business Day |
| Disablement of CREST in respect of Pharos Shares | 6.00 p.m. on D+1 Business Day |
| Suspension of the listing of, and dealings in, Pharos Shares on the Official List | By 7.30 a.m. on D+2 Business Days |
| Cancellation of the listing of Pharos Shares on the Official List and of admission to trading of Pharos Shares on the Main Market | By 8.00 a.m. on D+3 Business Days |
| Latest date for despatch of cheques and crediting of CREST accounts in respect of the cash consideration due under the Scheme | Within 14 days of the Effective Date |
| Payment of the Special Dividend | after the Scheme Record Time and within 14 days of the Effective Date (8) |
| Long-stop Date | 9 June 2027 (9) |
All references to time shown in this announcement are references to London (UK) time.
The Court Meeting and the General Meeting will each be held at the offices of Ashurst Perkins Coie UK LLP, London Fruit & Wool Exchange, 1 Duval Square, London, E1 6PW on 17 August 2026
Notes:
- Participants in the Pharos Share Plans will be contacted separately to inform them of the effect of the Scheme on their rights under the Pharos Share Plans, including details of any dates and times relevant to them.
- It is requested that BLUE Forms of Proxy or CREST or Proxymity Proxy Instructions, or any other electronic voting instruction, in respect of the Court Meeting be lodged at least 48 hours prior to the time appointed for the Court Meeting (excluding any part of such 48 hour period falling on a non-working day) or, in the case of any adjournment, not later than 48 hours before the time fixed for the holding of the adjourned Court Meeting (excluding any part of such 48 hour period falling on a non-working day). BLUE Forms of Proxy that are not so lodged may be handed to the Chair of the Court Meeting or a representative of the Company's registrar, Equiniti, at the Court Meeting venue before the start of the Court Meeting.
- It is requested that WHITE Forms of Proxy or CREST or Proxymity Proxy Instructions, or any other electronic voting instruction, in respect of the General Meeting must be lodged at least 48 hours prior to the time appointed for the General Meeting (excluding any part of such 48 hour period falling on a non-working day) or, in the case of any adjournment, not later than 48 hours before the time fixed for the holding of the adjourned General Meeting (excluding any part of such 48 hour period falling on a non-working day). WHITE Forms of Proxy that are not so lodged may NOT be handed to the Chair of the General Meeting or a representative of the Company's registrar, Equiniti, before the start of or at the General Meeting.
- If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned Meeting will be 6.30 p.m. on the day which is two Business Days before the date set for such adjourned Meeting and only Scheme Shareholders (in respect of the Court Meeting) and Pharos Shareholders (in respect of the General Meeting) on the register of members at such time shall be entitled to attend and vote at the relevant Meeting(s).
- Or as soon thereafter as the Court Meeting shall have been concluded or been adjourned.
- Pharos Shares will be disabled in CREST from 6.00 p.m. on such date.
- The Scheme shall become Effective as soon as a copy of the Court Order has been delivered to the Registrar of Companies for registration. This may occur prior to the suspension of trading in Pharos Shares. The events which are stated as occurring on subsequent dates are conditional on the Effective Date and operate by reference to that date.
- The Special Dividend will be paid within 14 days of the Effective Date via a standing electronic payment mandate with the Company's Registrar, Equiniti, for the purpose of receiving dividend payments.
- This is the latest date by which the Scheme may become Effective unless Pharos and Ratio agree a later date (with the Panel's consent and as the Court may approve (if such consent/approval(s) are required)).
Scheme process
In accordance with Section 5 of Appendix 7 to the City Code, Pharos or Ratio (as applicable) will announce through a Regulatory Information Service key events in the Scheme process, including the outcomes of the Meetings and the date of the Scheme Court Hearing and that the Scheme has become Effective.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.