Slaughter and May is advising Serica Energy plc on the recommended takeover of Pharos Energy plc

Slaughter and May is advising Serica Energy plc (“Serica”), the leading British independent upstream oil and gas company, on the recommended cash offer to acquire the entire issued and to be issued share capital of Pharos Energy plc (“Pharos”), to be effected by means of a court-sanctioned scheme of arrangement. Pharos is an independent energy company listed on the Main Market of the London Stock exchange and holds working interests in the Te Giac Trang and Ca Ngu Vang fields in Vietnam and the El Fayum and North Beni Suef concessions in Egypt.

Under the terms of the acquisition, Pharos shareholders will be entitled to receive 32.6683 pence in cash per Pharos share, comprising cash consideration of 28.6683 pence in cash per Pharos share and 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. The acquisition values Pharos at approximately £145.7mn on a fully diluted basis. In addition, Pharos shareholders, where they qualified, will continue to be entitled to retain the final dividend of 0.9317 pence in cash per Pharos shares for the financial year ended 31 December 2025 which was paid on 17 July 2026. Serica’s offer represents a premium of over 20% to the value that Pharos shareholders would receive under a competing offer previously announced by Ratio Petroleum Energy LP.

Completion of the acquisition is expected during the first half of 2027, subject to receipt of customary approvals in Vietnam and Egypt.

Slaughter and May is working closely with Serica’s Chief Legal and Governance Officer and Company Secretary, John Stockdale.