Acquisition Resources

The Boards of Venture and WHAM have announced that they have reached an agreement on the terms of a recommended cash and shares offer by Venture for the entire issued and to be issued share capital of WHAM. 

WHAM Shareholders will receive 19.7 pence in cash and 0.0338 New Venture Shares for each WHAM Share held, valuing each WHAM Share at 44.7 pence based on the average closing price of Venture Shares for the five business days immediately prior to the date of this announcement; and WHAM’s existing issued share capital at approximately £14.2m. 

The offer will be implemented by way of a scheme of arrangement under section 425 of the Companies Act and in order to approve the terms of the offer, WHAM Shareholders will need to vote in favour of the Scheme Resolutions to be proposed at two Shareholders’ meetings (the Court Meeting and the Extraordinary General Meeting) to be convened and held in October 2007. 

It is anticipated that a Scheme Document containing the notice of the two Shareholders’ meetings will be sent to WHAM Shareholders on or around 25 September 2007 following a hearing of the Court application to convene the Court Meeting. Venture has, however, reserved the right to implement the offer by way of a Conventional Offer. 

Commenting on the offer, Michael Pavia, Chairman of WHAM, said: “The Board of WHAM believes that the offer from Venture represents the best way for WHAM Shareholders to receive significant uplift in the value of their investment in WHAM in the immediate future. Furthermore, both the Venture shares offered as part of the consideration and the option of the Deferred Consideration Alternative provide WHAM Shareholders with continuing participation in the potential of WHAM’s existing asset portfolio, which will benefit from Venture’s considerable resources.” 

Commenting on the Offer, Mike Wagstaff, Chief Executive of Venture, said: “Natural gas in the southern North Sea, where WHAM’s assets are located, is an important part of Venture’s business. While exploration is not Venture’s core area of activity, our exploration is focused on relatively low risk prospects that are close to existing infrastructure thereby accelerating development in the event of success. 

We believe that the combination of WHAM’s exploration prospects with Venture’s capital, together with its drilling and development expertise will enable these prospects to be drilled more quickly and with more certainty.” 

Oriel Securities is acting as financial adviser and broker to Venture. Tristone Capital is acting as financial adviser to WHAM.