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Termination of Serica Offer for Pharos Energy plc

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Serica terminates its takeover offer for Pharos Energy after Pharos board recommends competing offer from Ratio Petroleum.

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On 7 August 2026, Pharos and Ratio Petroleum Energy LP ("Ratio") announced that they had reached agreement on the terms of a recommended increased cash acquisition by Ratio of the entire issued and to be issued share capital of Pharos (the "Increased Ratio Offer"). The board of directors of Pharos (the "Pharos Board") unanimously recommended that Pharos shareholders vote in favour of the resolutions to be proposed at the shareholder meetings to be held to approve the Increased Ratio Offer and also unanimously withdrew its recommendation of the cash offer for the entire issued and to be issued share capital of Pharos announced by Serica Energy plc ("Serica") on 26 July 2026.

On 10 August 2026, Serica confirmed that its offer value of 32.6683 pence per Pharos share, comprising 28.6683 pence in cash and 4.0 pence in cash by way of a special dividend, was final and would not be increased (the "Final Serica Offer").

The board of directors of Serica (the "Serica Board") notes the announcement released today by Pharos (the "Pharos Announcement") in connection with the Final Serica Offer. Serica confirms that it will not elect to implement its offer by way of a contractual offer.

Serica has confirmed to Pharos that it no longer wishes to proceed with the Final Serica Offer and the Pharos Board has provided its consent to the Panel on Takeovers and Mergers (the "Panel") to release Serica from its obligations under Rule 2.7(b) and Rule 24.1 of the City Code on Takeovers and Mergers (the "Code") to proceed with the Final Serica Offer.

As a result, the Serica Board confirms that it will no longer proceed with the Final Serica Offer. The Panel has confirmed to Pharos and Serica that:

  • Serica is released from its obligation under Rule 2.7(b) and Rule 24.1 of the Code to proceed with the Final Serica Offer; and
  • Serica is subject to the restrictions set out in Rule 35.1 of the Code and is prohibited from, amongst other things, making any offer for Pharos without the consent of the Panel for a period of 12 months.

Chris Cox, Chief Executive Officer Martin Copeland, Chief Financial Officer Andrew Benbow, Head of Investor Relations

Peel Hunt (Financial Adviser, Nominated Adviser and Joint Broker to Serica)+44 (0) 20 7418 8900
Richard Crichton Sam Cann
Jefferies (Joint Broker to Serica)+44 (0) 20 7029 8000
Sam Barnett Cameron Jones
Vigo Consulting (PR Advisor to Serica)+44 (0) 20 7390 0230
Patrick d'Anconas erica@vigoconsulting.com

Slaughter and May is acting as legal adviser to Serica in connection with the matters set out in this announcement.

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.

Rule 26.1 disclosure

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

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