NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD BE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION (EACH A "RESTRICTED JURISDICTION")
Ascent Resources plc
Initiation of Strategic Alternatives Process and Commencement of Offer Period
Ascent Resources ("Ascent" or the "Company") (AIM: AST) announces that Len Reece, who became Ascent's CEO in September, has completed his initial review of the company's international assets.
Len is supported by a Board that is fully committed to achieving the company's near term objectives which include:
· Obtaining the necessary consents from signatories to the Joint Venture and contracts required to progress and complete the Petišovci project through to production.
· Considering all options and securing sufficient fundingfor the business in the near term.
· Maximising the long-term value of the company's portfolio for shareholders by undertaking a formal strategic review.
Len Reece said: "The Company has yet to deliver on its real potential and I believe there is a significant opportunity to enhance shareholder value from its portfolio of assets.With the full support of our Board, I am determined to arrest the trend of historical underperformance. I am pleased that the Board has recognised these problems and is determined to deliver far better results to shareholders, by taking steps to increase efficiency, becoming more cost-effective and improving Ascent's technical and operating capability".
"In the meantime we are actively engaged in constructive discussions with the Slovenian authorities and other relevant parties in order to obtain the required consents to progress the Petišovci project.Once these consents are received, we will be in a position to commence activities and hopefully establish first gas production within a period of 9 months." he added.
The Board of Ascent also confirms that it is considering a range of financial and strategic alternatives to enhance shareholder value. The Board has therefore appointed FirstEnergyCapital LLP to assess a wide range of options for the Company which may includefarm outs, the sale of assets, and the merger or sale of the Company. Furthermore, as noted in the Company's interim results announcement on 27 September 2012, Ascent currently has sufficient cash resources to meet its overheads until the end of 2012. The Company is therefore in discussions with a number of parties with respect to raising additional finance to meet its future funding requirements and will provide further updates in this regard in due course.
The Company confirms that it has held, and is continuing to hold, preliminary discussions with a number of third parties concerning a range of these potential transactions as well as other funding solutions, although no discussions have taken place with regard to an offer for the Company. However, none of these discussions have progressed to a stage where the outcome is definitive and there can be no certainty that any of these discussions will result in a transaction. The Company will provide further updates in due course and the Board reserves the right to reject any approach and to terminate discussions with any interested party at any time.
Accordingly, this announcement commences an "offer period" for the Company as defined by the City code on Takeovers and Mergers.
Further announcements will be made in due course.
- Ends -
Ascent Resources plc
Scott Richardson Brown, Finance Director
Tel: +44 (0)20 7251 4905
FirstEnergy Capital LLP (Financial Adviser)
Hugh Sanderson / Travis Inlow
Tel: + 44 (0) 20 7448 0200
finnCap (Nominated Adviser and Broker)
Matt Goode / Charlotte Stranner
Tel: +44 (0) 20 7220 0500
Press Enquiries - Cardew Group
Anthony Cardew/Alexandra Stoneham
Tel: +44 (0) 20 7930 0777
A copy of this announcement will be available on the Company's website atwww.ascentresources.co.ukas soon as possible. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
Rule 2.10 Disclosure:
In accordance with Rule 2.10 of the Code, the Company confirms that it has 1,025,509,722 ordinary shares of GBp0.10 each in issue and admitted to trading on the AIM Market of the London Stock Exchange with the ISIN GB00B03W6Y84.
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
This information is provided by RNS