Exillon Energy: Conducting Formal Sale Process
On 30 July 2013, the Company announced that it had received an approach from Mr Maksat Arip (“Mr Arip”), that may or may not lead to an offer being made for the Company. Mr Arip is a beneficiary of WS Settlement which is beneficially entitled to the 30.17% of the Company’s shares held by its trustee Geoglobal Limited.
Mr Arip notes that the Company announced yesterday that it had decided to conduct a formal sale process as defined in the Takeover Code.
In order to conduct an effective process, Mr Arip recognises the importance of it being undertaken in a fully transparent manner with a level playing field for all prospective participants in the process. Mr Arip also acknowledges that this process is being led by the Company and its financial advisers. Mr Arip intends to remain independent of the prospective participants and the process and is reviewing all options but currently envisages participating in the process.
The Panel has confirmed that, subject to his continued participation in the formal sale process, Mr Arip will not be subject to a continued PUSU deadline in accordance with Note 2 on Rule 2.6 of the Takeover Code.
There can be no certainty an offer will be made, nor as to the terms on which any offer might be made. A further announcement will be made in due course, as and when appropriate.
On the 18th of September the company made the following statement:
Commencement of Formal Sale Process
Introduction
Exillon announced on 30 July 2013 that it had received an approach from Mr Maksat Arip that could lead to an offer being made for the Company. Since that time, the Company has received additional preliminary and conditional approaches in relation to an acquisition of Exillon. Accordingly, the Board of Exillon has unanimously decided to conduct a strategic review of the Company’s options, including a potential sale of the Company. Any discussions relating to a sale of the Company would be conducted under the framework of a “formal sale process” under the City Code on Takeovers and Mergers (the “Code”), under which the Board of Exillon would be able to have discussions with third parties interested in such a transaction on a confidential basis.
Exillon’s Chairman, David Herbert, commented:
“Exillon’s assets remain materially undervalued by the market. The Board has unanimously concluded that the best way to maximise value for all shareholders at this time is to conduct a strategic review, including an objective auction process.”
Process
The Company has appointed Goldman Sachs International as financial adviser, to work alongside LCF Edmond de Rothschild Securities Limited, to conduct the formal sale process. Parties with a potential interest in making an offer for, merging with or proposing other forms of corporate transaction with, Exillon should contact Goldman Sachs International (contact details as set out below) without delay.
Any interested party will be required to enter into a non-disclosure agreement with the Company on reasonable terms satisfactory to the Board of Exillon and on the same terms, in all material respects, as the other interested parties, before being permitted to participate in the process. It is intended that any qualifying participant in the formal sale process will be provided with certain information materials, and granted access to a data room. Following receipt of these information materials, interested parties shall be invited to submit proposals to the Company.
The Board of Exillon reserves the right to alter any aspect of the process as outlined above or to terminate it at any time and in such cases will make an announcement as appropriate. The Board of Exillon also reserves the right to reject any approach or terminate discussions with any interested party or participant at any time.
Shareholders are advised that the approaches that have been received by the Company to date are preliminary and conditional, and as such, there can be no certainty that any offers will be made, any sale concluded, nor as to the terms on which any offer might be made.
A further announcement will be made as and when appropriate.
