Independent Directors Response to the Mandatory Offer by Waterford Finance & Investment LimitedMarch 18th, 2021

The Independent Directors of Gulfsands Petroleum plc (“Gulfsands” or the “Company“), the oil and gas company focused o

The Independent Directors of Gulfsands Petroleum plc (“Gulfsands” or the “Company“), the oil and gas company focused on the Middle East region, note the announcement today by Waterford Finance & Investment Limited (“Waterford”) that it has entered into a binding agreement to purchase 85,077,086 ordinary shares (“Shares”) in Gulfsands from ME Investments Limited (“MEI”). Waterford has also acquired rights and obligations under the 2017 Secured Financing Facility held by MEI.

In accordance with the Take-over Code, as a result of the purchase of Shares, Waterford will own approximately 52.45% of the issued share capital of Gulfsands and is required to make a mandatory cash offer for the Shares not already held by Waterford and persons acting in concert with Waterford (the “Mandatory Offer”) at a price no less than the highest price paid by Waterford (or persons acting in concert with it) for a Gulfsands share during the 12 months prior to the date of the announcement by Waterford. 

Michael Kroupeev, a non-executive Director and the Chairman of the Company, through his family trust, wholly owns Waterford.  Michael Kroupeev is not considered to be an independent director of Gulfsands by virtue of his interests in Waterford. Mr. Kroupeev will not play a role in the Company’s evaluation of the terms of the Mandatory Offer.

The Independent Directors of Gulfsands are considering the terms of the Mandatory Offer and will write to shareholders in due course. Updates will be posted on the Company’s Website at www.gulfsands.com.  

In the meantime, shareholders need take no further action.

The Company is now considered to be in an “Offer Period” as defined in the Code and the dealing disclosure requirements listed below will apply.

Rule 2.9

In accordance with Rule 2.9 of the Code, the Company confirms that it has 561,995,785 ordinary shares of 1 pence each in issue (with no shares held in treasury). The International Securities Identification Number for Gulfsands’ ordinary shares is GB00B06VGC01.

For further information contact:

n the Middle East region, note the announcement today by Waterford Finance & Investment Limited (“Waterford”) that it has entered into a binding agreement to purchase 85,077,086 ordinary shares (“Shares”) in Gulfsands from ME Investments Limited (“MEI”). Waterford has also acquired rights and obligations under the 2017 Secured Financing Facility held by MEI.

In accordance with the Take-over Code, as a result of the purchase of Shares, Waterford will own approximately 52.45% of the issued share capital of Gulfsands and is required to make a mandatory cash offer for the Shares not already held by Waterford and persons acting in concert with Waterford (the “Mandatory Offer”) at a price no less than the highest price paid by Waterford (or persons acting in concert with it) for a Gulfsands share during the 12 months prior to the date of the announcement by Waterford.

Michael Kroupeev, a non-executive Director and the Chairman of the Company, through his family trust, wholly owns Waterford. Michael Kroupeev is not considered to be an independent director of Gulfsands by virtue of his interests in Waterford. Mr. Kroupeev will not play a role in the Company’s evaluation of the terms of the Mandatory Offer.

The Independent Directors of Gulfsands are considering the terms of the Mandatory Offer and will write to shareholders in due course. Updates will be posted on the Company’s Website at www.gulfsands.com.

In the meantime, shareholders need take no further action.

The Company is now considered to be in an “Offer Period” as defined in the Code and the dealing disclosure requirements listed below will apply.

Rule 2.9

In accordance with Rule 2.9 of the Code, the Company confirms that it has 561,995,785 ordinary shares of 1 pence each in issue (with no shares held in treasury). The International Securities Identification Number for Gulfsands’ ordinary shares is GB00B06VGC01.
.
For further information contact:

Gulfsands Petroleum Plc+44 (0)20 3008 4555
John Bell, Managing Director
Andrew Morris, Finance Director
 
  
Arden Partners+44 (0)20 7614 5900
Paul Shackleton 
  
Camarco+44 (0)20 3757 4983
Billy Clegg / Owen Roberts 

Disclosure requirements of 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 securities exchange 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 securities exchange 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 securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30pm (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 securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange 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 securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange 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 securities exchange offeror(s), 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 securities exchange 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.

Publication of this announcement

A copy of this announcement will be made available subject to certain restrictions relating to persons resident in restricted jurisdictions on the Company’s website at https://www.gulfsands.com by no later than 12 noon on 19 March 2021.

The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.