Correction re Ratio Offer Rule 13.5(a) conditions
Ratio Petroleum Energy LP has issued a correction regarding the conditions of its cash acquisition offer for Pharos Energy plc, which is being effected by a scheme of arrangement at up to 28 pence per share. The correction clarifies that certain conditions, specifically 3.1.1, 3.1.2, 3.1.3, and 3.1.6, are subject to Rule 13.5(a) of the Code and can only be invoked with the consent of the Panel on Takeovers and Mergers, unlike conditions 1 and 2.1 through 2.4. All other terms of the Ratio Offer remain unchanged.
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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
CORRECTION REGARDING RATIO OFFER CONDITIONS SUBJECT TO RULE 13.5(a)
On 24 June 2026, the boards of Pharos and Ratio announced that they had reached agreement on the terms of a 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 "Rule 2.7 Announcement") (the "Ratio Offer"). The Ratio Offer is being effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). The scheme document in connection with the Ratio Offer was published to Pharos Shareholders on 21 July 2026 (the "Scheme Document").
Correction regarding Ratio Offer Conditions subject to Rule 13.5(a)
In error, the Rule 2.7 Announcement and the Scheme Document stated that Conditions 3.1.1, 3.1.2, 3.1.3 and 3.1.6 (as set out in Part A of Part 4 of the Scheme Document) are not subject to Rule 13.5(a) of the Code. The Panel on Takeovers and Mergers (the "Panel") has confirmed that these Conditions are, however, subject Rule 13.5(a) of the Code and can therefore be invoked only with the consent of the Panel in accordance with that Rule.
Only Condition 1 and Conditions 2.1, 2.2, 2.3 and 2.4 of Part A of Part 4 of the Scheme Document are not subject to Rule 13.5(a) of the Code.
Save as set out in this announcement, all other terms and conditions of the Ratio Offer remain unchanged.
The Ratio Offer is made solely by means of the Scheme Document (or, if the Ratio Offer is implemented by way of a Takeover Offer, the Offer document) which, together with the Forms of Proxy, contains the full terms and conditions of the Ratio Offer, including details of how to vote in respect of the resolutions proposed in connection with the Ratio Offer. Any vote, approval, decision in respect of, or other response to, the Ratio Offer should be made only on the basis of the information contained in the Scheme Document.
This announcement has been prepared for the purpose of complying with English law, the Code, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules, and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England and Wales. The Ratio Offer will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange and the Financial Conduct Authority.
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.