PTT Exploration and Production - recommended offer for Cove Energy

23 May 2012

Slaughter and May is advising PTTEP Africa Investment Limited ('PTTEP AI'), a wholly owned subsidiary of PTT Exploration and Production Public Company Limited ('PTTEP'), on a recommended cash offer for Cove Energy PLC for approximately £1,221.4 million.

The acquisition, which was announced on 23 May 2012, has been unanimously recommended by the directors of Cove, who have withdrawn their recommendation of the offer made by Shell Exploration and Production on 24 April 2012.

PTTEP AI expects to fund the offer using a mixture of existing cash resources and a new committed debt facility made available under a facility agreement between PTTEP AI, PTTEP Borrower (a wholly owned subsidiary of PTTEP) and UBS AG, Hong Kong Branch and certain other finance parties.

Cove has agreed to assist PTTEP in relation to obtaining any required governmental consents, including the consent of the Republic of Mozambique's Minister of Mineral Resources and any other regulatory and/or anti-trust clearances required in connection with the acquisition.

PTTEP is Thailand's national petroleum exploration and production company with 40 projects in 12 countries around the globe. Established in 1985 and publicly listed in 1993, PTTEP is the second largest company on the Stock Exchange of Thailand by market capitalisation. PTTEP is one of the largest producers of oil and gas in Asia.

Cove Energy is an Africa focused AIM listed oil exploration and production company whose key interests are in Mozambique and Kenya offshore.

A team from Slaughter and May Hong Kong and London offices advised.


Corporate and Commercial: David Watkins (partner), Hywel Davies (partner), Marie Bates (associate), John Cartwright (associate), Chris McGaffin (associate), James Kaye (associate); Financing: Peter Lake (partner), Diana-Jane McNamara (associate), Gerard Pang (associate)

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