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Adjournment of Shareholder Meetings

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Pharos Energy PLC has adjourned its shareholder meetings to approve an increased all-cash offer from Ratio, which now values each Pharos Share at 32.8183 pence, comprising 28.8183 pence in cash consideration and a 4.0 pence special dividend. Including the previously declared FY25 final dividend of 0.9317 pence, the aggregate value per Pharos Share is 33.75 pence. The meetings are rescheduled to August 28, 2026, to allow shareholders more time for informed voting decisions, and the Pharos Directors unanimously recommend accepting the increased offer.

Full announcement

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On 24 June 2026, the board of directors of each of Ratio and Pharos announced that they had reached agreement on the terms of a recommended acquisition by Ratio of the entire issued and to be issued share capital of Pharos (the "Acquisition").

The scheme document in respect of the Acquisition (the "Scheme Document") was published and made available to Pharos Shareholders on 21 July 2026.

On 7 August 2026, the board of directors of each of Ratio and Pharos announced that they had agreed the terms of an increased recommended all-cash offer by Ratio for the entire issued and to be issued share capital of Pharos (the "Increased Ratio Offer"). The Increased Ratio Offer followed the earlier announcement of a competing offer for Pharos by Serica Energy plc on 26 July 2026, which subsequently lapsed on 13 August.

Under the terms of the Acquisition, as revised by the Increased Ratio Offer, Pharos Shareholders will be entitled to receive:

  • 28.8183 pence in cash per Pharos Share (the "Cash Consideration"); plus
  • 4.0 pence in cash per Pharos Share by way of special dividend to be paid from Pharos' existing cash resources that the Pharos Board intends to declare prior to completion of the Acquisition with the record and payment dates aligned with the corresponding dates for determining entitlements to, and payment of, the Cash Consideration due to Pharos Shareholders under the terms of the Acquisition (the "Special Dividend"),

which would result in a total value of 32.8183 pence per Pharos Share. Pharos Shareholders, where they qualified, will continue to be entitled to retain the final dividend of 0.9317 pence in cash per Pharos Share for the financial year ended 31 December 2025 which was declared on 25 March 2026 and paid on 17 July 2026 to qualifying Pharos Shareholders on the register at close of business on 12 June 2026 (the "FY25 Final Dividend").

Accordingly, taking together the total value offered of 32.8183 pence per Pharos Share with the FY25 Final Dividend, the aggregate amount Pharos Shareholders will receive pursuant to the Acquisition, as revised by the Increased Ratio Offer, is 33.75 pence per Pharos Share.

Adjournment of Shareholder Meetings to approve Increased Ratio Offer

In order to provide Pharos Shareholders with more time to make informed voting decisions in relation to the Increased Ratio Offer, the Shareholder Meetings to approve the Acquisition were today adjourned to:

  • Court Meeting: 28 August 2026 at 11:00 a.m.
  • General Meeting: 28 August 2026 at 11:15 a.m.

Pharos Directors' recommendation of the Increased Ratio Offer

The Pharos Directors, who have been so advised by Rothschild & Co as to the financial terms of the Increased Ratio Offer, consider the terms of the Increased Ratio Offer to be fair and reasonable. In providing its advice to the 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 unanimously recommend that Pharos Shareholders vote in favour of the Scheme at the Court Meeting and the resolution to be proposed at the General Meeting as the Pharos Directors who hold Pharos Shares have irrevocably undertaken to do in respect of their own beneficial holdings of 2,380,289 Pharos Shares representing, in aggregate, approximately 0.57 per cent. of the ordinary share capital of Pharos.

Action required

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 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 11:00 a.m. on 26 August 2026 in respect of the Court Meeting and 11:15 a.m. on 26 August 2026 in respect of the General Meeting in accordance with the instructions set out in the Scheme Document and the Forms of Proxy. Scheme Shareholders and Pharos Shareholders are also strongly encouraged to appoint the Chair of the meeting as their proxy.

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.

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

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