27
Silverstone Energy Limited
18 March 2008
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY RELEVANT
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
18 March 2008
Recommended Cash Offer of 63.45 pence per Granby Share
for
Granby Oil and Gas plc ("Granby")
by
Silverstone Energy Limited ("Silverstone")
Summary and Highlights
The Directors of each of Granby and Silverstone are pleased to announce that they have reached
agreement on the terms of a recommended cash offer of 63.45 pence per Granby Share to be made by
Silverstone to acquire the entire issued and to be issued share capital of Granby that is not already
owned by Silverstone.
The Offer will be made on the following basis:
for each Granby Share 63.45 pence in cash.
* The Offer Price represents a premium of approximately 30.8 per cent. to Granby's share price
of 48.5 pence at the close of business on 17 March 2008, being the last Business Day prior to this
announcement.
* The terms of the Offer value Granby's existing issued share capital at approximately �23.1
million.
* Silverstone has received irrevocable undertakings to accept (or procure the acceptance of) the
Offer in respect of a total of 15,347,540 Granby Shares representing, in aggregate, approximately 42.2
per cent. of the existing issued share capital of Granby, comprised as follows:
(a) from each of the Granby Directors and/or certain of their connected persons in respect of
Granby Shares held by them and, in certain cases, by their connected persons, and certain other Granby
Shareholders in respect of their entire beneficial holdings which amount, in aggregate, to 12,331,350
Granby Shares, representing approximately 33.9 per cent. of the existing issued share capital of
Granby. These undertakings will continue to be binding even if a competing offer is made for Granby
which exceeds the value of the Offer and even if such higher offer is recommended for acceptance by
the Board of Granby; and
(b) from certain other Granby Shareholders in respect of, in aggregate, 3,016,190 Granby Shares,
representing approximately 8.3 per cent. of the existing issued share capital of Granby. These
undertakings will continue to be binding even if a competing offer is made for Granby unless such
competing offer represents an improvement of not less than 10 per cent. on the value of the Offer.
* All of the irrevocable undertakings referred to above will lapse if the Offer lapses or is
withdrawn.
* The Directors of Granby, who have been so advised by Granby's advisers Tristone Capital and
KBC Peel Hunt, consider that the terms of the Offer are fair and reasonable. In providing their
advice, Tristone Capital and KBC Peel Hunt have taken into account the commercial assessments of
the Directors.
* Accordingly, the Directors of Granby intend to recommend that Granby Shareholders accept the
Offer, as those Directors and/or their connected persons, who hold Granby Shares, have irrevocably
undertaken to do in respect of their beneficial shareholdings or procure to be done in respect of
Granby Shares held by their connected persons amounting, in aggregate, to 5,703,304 Granby Shares,
representing 15.7 per cent. of the existing issued share capital of Granby.
Commenting on the proposed Offer, Matt Brister, Chief Executive Officer of Silverstone said:
"We recognise real similarities and alignment between the Silverstone and Granby assets in terms of
our project overlap, exploration focus and near term first production. We are both early stage
exploration focused North Sea stories and we feel an expanded asset base, including first gas from
Tristan NW and our Victoria development, will provide a strong platform to test our expanded prospect
inventory and lead to enhanced value delivery to our shareholders."
Ric Piper, Chairman of Granby, said:
"Since Granby was admitted to trading on AIM in 2005, the upstream environment has experienced
increasingly high costs, whilst high oil and gas prices have made competition for attractive
exploration, appraisal and development projects more intense, and suitable producing assets are only
rarely available for acquisition. The Directors of Granby believe that to maintain a sufficient level
of activity to create material growth in value in a reasonable timeframe is likely to require a
significant increase in overall scale and available capital resources, which would probably result in
significant dilution of potential returns for all Granby Shareholders. The Directors of Granby believe
that this Offer is in the best interests of Granby Shareholders and, accordingly, they intend
unanimously to recommend that Granby Shareholders accept the Offer."
This summary should be read in conjunction with the full text of the following announcement and the
Appendices.
Appendix 1 sets out the conditions and certain further terms of the Offer. Appendix 2 contains source
notes relating to certain information contained in this announcement. Appendix 3 contains details of
the irrevocable undertakings received in relation to the Offer. Certain terms used in this
announcement are defined in Appendix 4 to this announcement.
Enquiries:
RBC Capital Markets (Financial Adviser to Silverstone)
Andrew Smith +44 (0) 20 7653 4000
Martin Eales +44 (0) 20 7653 4000
Louise Mooney +44 (0) 20 7653 4000
Tristone Capital (Financial Adviser to Granby)
Nick Morgan +44 (0) 20 7355 5800
Derek Smith +44 (0) 20 7355 5800
KBC Peel Hunt (Financial Adviser and Nominated Adviser to Granby)
Jonathan Marren +44 (0) 20 7418 8900
Matt Goode +44 (0) 20 7418 8900
Royal Bank of Canada Europe Limited, which trades as RBC Capital Markets and is authorised and
regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as
financial adviser to Silverstone and no one else in connection with the Offer and will not be
responsible to anyone other than Silverstone for providing the protections afforded to clients of RBC
Capital Markets or for providing advice in relation to the Offer or any other matters referred to in
this document.
Tristone Capital Limited and KBC Peel Hunt Ltd, each of which is authorised and regulated in the
United Kingdom by the Financial Services Authority, are acting exclusively as financial advisers to
Granby and no one else in connection with the Offer and will not be responsible to anyone other than
Granby for providing the protections afforded to their respective clients or for providing advice in
relation to the Offer or any other matters referred to in this document.
This announcement is not intended to and does not constitute or form any part of an offer to sell or
an invitation to purchase or the solicitation of an offer to subscribe for any securities or the
solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The
Offer will be made solely through the Offer Document and, in the case of certificated Granby Shares,
the Form of Acceptance, which will together contain the full terms and conditions of the Offer,
including details of how to accept the Offer. Any acceptance or other response to the Offer should be
made only on the basis of the information contained in the Offer Document and the Form of Acceptance.
The release, distribution or publication of this announcement in jurisdictions other than the UK may
be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other
than the UK should inform themselves about and observe any applicable requirements. Copies of this
announcement and any documentation relating to the Offer are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted
Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must
not mail or otherwise forward, distribute or send such documents in or into or from a Restricted
Jurisdiction. The Offer (unless otherwise determined by Silverstone and permitted by applicable law
and regulation) will not be made, directly or indirectly, in or into, or by the use of the mails, or
by any means of instrumentality (including without limitation, telephonically or electronically) of
interstate or foreign commerce of, or any facilities of a national securities exchange of any
Restricted Jurisdiction, and the Offer will not be capable of acceptance from or within any Restricted
Jurisdiction.
This announcement, including information included or incorporated by reference in this announcement,
may contain "forward-looking statements" concerning Silverstone, Granby and their respective
subsidiaries. Generally, the words "will", "may", "should", "continue", "believes", "expects",
Sintends", "anticipates" or similar expressions identify forward-looking statements. The forward-
looking statements involve risks and uncertainties that could cause actual results to differ
materially from those expressed in the forward-looking statements. Many of these risks and
uncertainties relate to factors that are beyond the companies' abilities to control or estimate
precisely, such as future market conditions and behaviours of other market participants, and therefore
undue reliance should not be placed on such statements. Silverstone and Granby assume no obligation
and do not intend to update these forward-looking statements, except as required pursuant to
applicable law.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, 'interested' (directly or
indirectly) in 1 per cent. or more of any class of 'relevant securities' of Granby, all 'dealings' in
any 'relevant securities' of that company (including by means of an option in respect of, or a
derivative referenced to, any such 'relevant securities') must be publicly disclosed by no later than
3.30 p.m. (London time) on the Business Day following the date of the relevant transaction. This
requirement will continue until the date on which the Offer becomes, or is declared, unconditional as
to acceptances, lapses or is otherwise withdrawn or on which the 'Offer Period' otherwise ends. If two
or more persons act together pursuant to an agreement or understanding, whether formal or informal, to
acquire an 'interest' in 'relevant securities' of Granby, they will be deemed to be a single person
for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant securities' of Granby by
Silverstone or Granby, or by any of their respective 'associates', must be disclosed by no later than
12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should
be disclosed, and the number of such securities in issue, can be found on the Panel's website at
www.thetakeoverpanel.org.uk.
'Interests in securities' arise, in summary, when a person has long economic exposure, whether
conditional or absolute, to changes in the price of securities. In particular, a person will be
treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of
any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If
you are in any doubt as to whether or not you are required to disclose a 'dealing' under Rule 8, you
should consult the Panel.
This summary should be read in conjunction with the full text of the following announcement and the
Appendices.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY RESTRICTED
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
18 March 2008
Recommended Cash Offer of 63.45 pence per Granby Share
for
Granby Oil and Gas plc ("Granby")
by
Silverstone Energy Limited ("Silverstone")
1. Introduction
The Directors of each of Granby and Silverstone are pleased to announce that they have reached
agreement on the terms of a recommended cash offer of 63.45 pence per Granby Share to be made by
Silverstone to acquire the entire issued and to be issued share capital of Granby that is not already
owned by Silverstone.
2. Summary of the recommended Offer
Silverstone will offer to acquire, on the terms and subject to the conditions set out below and in
Appendix 1 and on the full terms which will be set out in the Offer Document, the entire issued share
capital of Granby (other than those Granby Shares already held by Silverstone) on the following basis:
for each Granby Share 63.45 pence in cash.
The Offer Price represents a premium of approximately 30.8 per cent. to Granby's share price of 48.5
pence at the close of business on 17 March 2008, being the last Business Day prior to this
announcement.
The terms of the Offer value Granby's existing issued share capital at approximately �23.1 million.
3. Background to and reasons for the Offer
Silverstone conducts operations in the southern gas basin of the UKCS and was aware of the progress
that Granby has made in assembling a strong asset position and moving towards first gas at Tristan NW.
In the course of evaluating an asset acquisition opportunity that was linked to one of the Granby
assets, Silverstone became aware of the possibility that Granby's Board might seek proposals involving
a sale or business combination as a way to deliver value to its shareholders.
The price per share offered to Granby Shareholders under the Offer reflects the value that Silverstone
attributes to the proven assets at Tristan NW, the potential value that could be derived from the
reserves at Monkwell and Kerloch and the possibility for future value creation from the drilling of
the exploration prospects currently outlined by Granby.
Silverstone believes that a larger diversified asset portfolio, with a balance of production and
exploration opportunities, will provide a strong platform for its future growth.
4. Background to and reasons for recommending the Offer
Granby was formed in 2005, incorporating Granby Enterprises Ltd and Team Oil Ltd, both of which had
been incorporated in 2002 and had operated under common management from 2004. Granby's shares were
admitted to trading on AIM in June 2005.
Granby's corporate strategy has been to create a balanced upstream oil and gas exploration and
development company, predominantly focused on the North Sea, with close integration of technical and
commercial expertise. To date Granby has participated in the drilling of a total of eight wells
(including five exploration wells, one appraisal well and two development wells), with a further three
wells planned to be drilled before the end of 2008.
Granby's exploration strategy has been to identify and originate material prospects that will be
sufficiently attractive to be farmed out to other companies or that could be farmed out to cover
drilling costs, while retaining sufficient equity and therefore net reserve potential within the
Group. The initial exploration focus has been on relatively shallow prospects in relatively shallow
water. Granby's UK North Sea exploration portfolio, the majority of which consists of traditional
licences which have been originated by Granby, includes 16 licences covering 27 blocks (or part
blocks) with prospective net risked resources of 51 million barrels of oil equivalent ("mmboe") as
recently reviewed independently by TRACS International. In addition Granby has interests in one
onshore UK licence and two onshore blocks in Poland.
The appraisal and development strategy has been to secure oil and gas development and production
opportunities in order to build a revenue and cash flow base for the business. In implementing this
strategy Granby has participated in two developments since admission to trading on AIM. Granby was
instrumentally involved in transforming the Galoc oil field in offshore Philippines from a formerly
stranded discovery into a commercial development, selling its interest in December 2007 for $16.7
million (�8.5 million). Granby is also operator of the Tristan NW development, which has been
successfully flow tested at 30 million standard cubic feet per day of gas. Despite delays and
additional costs, predominantly caused by unusually adverse weather conditions, the project is close
to completion, with production expected to begin in April 2008. Granby also has interests in two
appraisal projects: the Kerloch discovery, which was drilled in December 2007 and in which Granby has
a 10 per cent. interest; and the Monkwell gas discovery which has a well planned during 2008 and in
which Granby has a 20 per cent. interest.
Since Granby was admitted to trading on AIM in 2005, the associated costs of operating in the oil and
gas sector, and particularly in the North Sea, have steadily increased. This increasing cost
environment combined with a very tight market in the supply of all the necessary field services
required to manage an exploration and production portfolio, have made it more difficult for smaller
companies to grow. A broad portfolio of exploration and production assets is required to provide
investors with multiple opportunities for meaningful growth at an appropriate level of risk, when
spread across the whole portfolio. Such a portfolio requires a significantly higher level of capital
resources than Granby currently has and also requires a greater degree of capital flexibility to
manage the risk of cost overruns that such capital projects usually incur.
In view of the increasingly high costs in the upstream environment, it has become clear to the
Directors of Granby that a company of Granby's capital resources is unlikely to be able to maintain a
sufficient level of activity of operations in the upstream oil and gas sector to create significant
growth in value for shareholders in a reasonable timeframe. The Board believes that to achieve such an
increase in scale has become much more difficult as high oil and gas prices have made competition for
attractive exploration, appraisal and development projects more intense, and suitable producing assets
are rarely available for acquisition. The economics of smaller projects have become more marginal and
less attractive as a consequence of sharply increasing costs. The investment community has become
increasingly focused on larger companies which can provide liquidity and materiality while still
providing exposure to significant potential gains from exploration success. A material increase in
capital resources for Granby would probably result in significant dilution of the potential returns
for all Granby Shareholders.
Taking into account all the factors detailed above, the Directors of Granby believe that it is in the
best interests of Granby Shareholders for the Offer to be made and, accordingly, they intend
unanimously to recommend that Granby Shareholders accept the Offer.
5. Directors' recommendation
The background and reasons for recommending the Offer are set out above under section 4 above of this
announcement.
The Directors of Granby, who have been so advised by Tristone Capital and KBC Peel Hunt, consider that
the terms of the Offer are fair and reasonable. In providing their advice, Tristone Capital and KBC
Peel Hunt have taken into account the commercial assessments of the Directors.
The Directors of Granby, therefore, unanimously recommend that you accept the Offer, as they have
irrevocably undertaken to do in respect of their own beneficial holdings (or in certain cases to
procure to be done in respect of Granby Shares held by certain of their connected persons) amounting,
in aggregate, to 5,703,304 Granby Shares, representing 15.7 per cent. of Granby's issued share
capital.
6. Irrevocable undertakings
Silverstone has received irrevocable undertakings to accept (or procure the acceptance of) the Offer
in respect of a total of 15,347,540 Granby Shares representing, in aggregate, approximately 42.2 per
cent. of the existing issued share capital of Granby, comprised as follows:
(a) from each of the Granby Directors and/or certain of their connected persons in respect of
Granby Shares held by them and, in certain cases, by their connected persons, and certain
other Granby Shareholders in respect of their entire beneficial holdings which amount, in
aggregate, to 12,331,350 Granby Shares, representing approximately 33.9 per cent. of the
existing issued share capital of Granby. These undertakings will continue to be binding even
if a competing offer is made for Granby which exceeds the value of the Offer and even if
such higher offer is recommended for acceptance by the Board of Granby; and
(b) from certain other Granby Shareholders in respect of, in aggregate, 3,016,190 Granby Shares,
representing approximately 8.3 per cent. of the existing issued share capital of Granby.
These undertakings will continue to be binding even if a competing offer is made for Granby
unless such competing offer represents an improvement of not less than 10 per cent. on the
value of the Offer.
All of the irrevocable undertakings referred to above will lapse if the Offer lapses or is withdrawn.
Further details of the irrevocable undertakings are contained in Appendix 3 to this announcement.
7. Inducement fee
Granby has agreed, pursuant to an inducement fee letter dated 18 March 2008, to pay Silverstone an
inducement fee of �230,000 (exclusive of VAT, unless such VAT is not recoverable by Granby). Such fee
shall be payable if:
(a) the Directors of Granby (or any of them) withdraw or modify their recommendation of the Offer
in a manner which is adverse to Silverstone and at anytime thereafter the Offer is then
withdrawn or lapses in circumstances where Silverstone is not in breach of its obligations
under the Code to make or proceed with the Offer; or
(b) if a competing Offer for Granby is announced (with or without pre-conditions) by a third party
and such competing Offer is recommended by the Directors of Granby and the Offer by
Silverstone subsequently lapses or is withdrawn.
Pursuant to Rule 21.2 of the Code, Granby, Tristone Capital and KBC Peel Hunt have confirmed to the
Panel that they consider these arrangements to be in the best interests of Granby Shareholders.
Granby has also agreed under the inducement fee letter that it will not, during the "Conditional Offer
Period", (i) sell or recommend the sale of all or any part of its or any Granby Group member's share
capital or the whole or substantially the whole of its or any Granby Group member's business and
assets to any third party, (ii) directly or indirectly initiate, solicit or invite enquiries,
proposals or offers relating to a Relevant Acquisition or Takeover Offer from any third party or (iii)
grant to any third party access to confidential and other information relating to Granby and the
Granby Group for the purposes of evaluating a Relevant Acquisition or Takeover Offer without having
first informed Silverstone.
If an unsolicited approach is received from a third party in relation to a Takeover Offer where the
Directors of Granby consider the approach to be by a bona fide potential offeror and it has informed
Silverstone and it has agreed appropriate confidentiality obligations with the third party, then
Granby is released from its obligations in relation to providing due diligence information to such
third party insofar as is necessary for Granby to comply with Rule 20.2 of the Code.
Granby has also agreed not at any stage prior to the Offer lapsing or being withdrawn to pay or enter
into any agreement to pay an inducement fee or a break fee to a third party.
For the purposes of this paragraph, "Conditional Offer Period" means the period starting on 18 March
2008 and ending on the earlier of the Offer becoming or being declared unconditional in all respects,
the Offer lapsing or being withdrawn and the payment by Granby to Silverstone of an Inducement Fee.
"Takeover Offer" has the meaning ascribed to the expression "Offer" under the Code and includes
schemes of arrangement.
8. Financing the Offer
The cash consideration payable under the Offer will be funded through the existing cash resources of
Silverstone. RBC Capital Markets is satisfied that sufficient financial resources are available to
Silverstone to satisfy in full the cash consideration payable to Granby Shareholders in the event of
full acceptance of the Offer.
9. Information on Silverstone
Silverstone is an exploration and production company and currently operates exclusively in the UKCS.
It is recognised as an exploration operator and as a production operator by BERR and has made three
gas discoveries (Vanquish, Victoria and Vulcan East). Silverstone anticipates drilling at least one
exploration well and completing a Victoria field development well later this year. The development of
the Victoria field has been approved by BERR and first gas is expected later this year. Silverstone
does not have production at the date of this Offer.
For the year ended 31 December 2007, Silverstone recorded a loss after tax of �245,000 (2006: loss of
�563,000) and had net assets at that date of �79.7 million.
Further financial information on Silverstone will be set out in the Offer Document.
10. Information on Granby
Granby was formed in 2005, incorporating Granby Enterprises Ltd and Team Oil Ltd, both of which had
been incorporated in 2002 and had operated under common management from 2004. Granby's shares were
admitted to trading on AIM in June 2005.
Granby's corporate strategy has been to create a balanced upstream oil and gas exploration and
development company, predominantly focused on the North Sea, with close integration of technical and
commercial expertise. To date Granby has participated in the drilling of a total of eight wells
(including five exploration wells, one appraisal well and two development wells), with a further three
wells planned to be drilled before the end of 2008.
For the year ended 31 March 2007, Granby recorded a loss after tax of �1.8 million (2006: loss of �2.9
million) and had net assets at that date of �14.3 million.
Further financial information on Granby will be set out in the Offer Document.
11. Current trading and prospects of Granby
The current financial year has been one of significant change for Granby. Having started the year with
�7.3 million net cash, the sale of Granby's interest in the Galoc project realised $16.7 million (�8.5
million) in December 2007. However Granby has a 54.0 per cent. interest in the Tristan NW development,
and although the cost of funding this interest was expected to be �2.5 million the subsequent delays
and cost over-runs have meant that Granby's investment in the project is expected to rise to �10.0
million. After allowing for expenditure committed but not yet paid on Tristan NW the uncommitted cash
available at 31 March 2008 is expected to be approximately �7.3 million.
The additional costs of the Tristan NW project have exceeded the funding available to the smaller
partner in the project and so it is probable that Granby will be required to fund approximately �1.9
million of costs on their behalf in return for which Granby would acquire an additional 10.3 per cent.
interest in the project for no additional consideration. Whilst this would have a positive overall
impact on the value of the Tristan NW development to Granby, it would also reduce the amount of cash
available to the remainder of the business and therefore impact on Granby's work programme prior to
the arrival of significant revenues from Tristan NW from early 2009.
12. Management and employees
Silverstone intends to fulfil all contractual and statutory requirements pertaining to the employment
of all existing management and employees. Silverstone will meet with all management and employees of
Granby, as soon as deemed appropriate by the Directors of Granby, to discuss and understand their
responsibilities and career aspirations. If the Offer becomes or is declared wholly unconditional, the
Board of Silverstone will consider the possibility of moving the current Granby London operations to
Silverstone's Aberdeen office and if such a move is appropriate the timing of such a move. The Board
of Silverstone has given assurances to the Board of Granby that it will consult with the management
and employees of Granby in relation thereto.
13. Granby Share Option Schemes
The Offer will extend to all Granby Shares unconditionally allotted or issued fully paid (or credited
as fully paid) prior to the date on which the Offer closes as a result of the exercise of options
granted under the Granby Share Option Schemes. Silverstone will, to the extent required by the Code,
make appropriate proposals to holders of options under the Granby Share Option Schemes in due course.
None of the existing options over Granby Shares have an exercise price below the Offer Price and
therefore it is unlikely that any proposals will be required.
The attention of participants in the Granby Share Option Schemes is drawn to the letter from
Silverstone to be contained in Part II of the Offer Document.
14. Disclosure of interests in relevant securities of Granby
At the date of this announcement, Silverstone does not own any of the issued share capital of Granby.
As at the date of this announcement, save as disclosed above (including the irrevocable undertakings
referred to above and the Granby Shares represented thereby), neither Silverstone nor, so far as the
Directors of Silverstone are aware, any person acting in concert with it has any interest in or right
to subscribe for any relevant securities of Granby nor are they party to any short positions (whether
conditional or absolute and whether in money or otherwise) relating to relevant securities of Granby,
including any short positions under derivatives, agreements to sell or any delivery obligations or
rights to require another person to purchase or take delivery of any relevant securities of Granby nor
does any such person have any arrangement in relation to relevant securities of Granby. Neither
Silverstone nor the Directors of Silverstone nor, so far as Silverstone is aware, any person acting in
concert with Silverstone, has borrowed or lent any relevant securities of Granby.
For these purposes, 'interest' includes any long economic exposure, whether conditional or absolute,
to changes in the prices of securities. A person is treated as having an 'interest' by virtue, inter
alia, of the ownership or control of securities or by virtue of any option in respect of, or
derivative referenced to, securities. 'Relevant securities' in Granby include any securities of Granby
which are being offered for under the Offer or carry voting rights, any equity share capital of Granby
and any securities of Granby carrying conversion or subscription rights into any of the foregoing.
15. Cancellation of trading, compulsory acquisition and re-registration as a private company
If the Offer becomes or is declared unconditional in all respects and if sufficient acceptances are
received under the Offer, Silverstone intends to exercise its rights pursuant to the provisions of
Part 28 of the Companies Act 2006 to acquire compulsorily the remaining Granby Shares to which the
Offer relates on the same terms as the Offer.
If Silverstone acquires, by virtue of its shareholdings and acceptances of the Offer, Granby Shares
carrying at least 75 per cent. of the voting rights of Granby, subject to the Offer becoming or being
declared unconditional in all respects, and subject to any applicable requirements of AIM, as soon as
practicable thereafter Silverstone intends to procure that Granby applies to AIM to cancel admission
of its shares to trading on AIM.
The cancellation of admission to trading on AIM of Granby Shares would significantly reduce the
liquidity and marketability of any Granby Shares held by Granby Shareholders who have not accepted the
Offer.
It is proposed that as soon as practicable following the Offer becoming or being declared
unconditional in all respects Granby will be re-registered as a private company.
16. General
Your attention is drawn to the further information contained in the Appendices which form part of this
announcement.
The full text of the conditions of the Offer, which will be subject to the Code, are set out in
Appendix 1 to this announcement, which forms part of, and should be read in conjunction with, this
announcement.
Appendix 2 to this announcement provides details of the bases of calculations and sources of certain
information included in this announcement.
Appendix 3 to this announcement contains details of the irrevocable undertakings received in relation
to the Offer.
Appendix 4 to this announcement contains definitions of certain terms used in this announcement.
In accordance with Rule 2.10 of the Code, Granby confirms that it has 36,404,762 ordinary shares of
0.5 pence each in issue. The International Securities Identification Number ("ISIN") for Granby's
ordinary shares is GB00B085N744.
The Offer Document setting out in full the terms and conditions of the Offer is expected to be posted
to Granby Shareholders as soon as practicable and must, in any event, be posted to Granby Shareholders
not later than 28 days after the date of this announcement unless otherwise agreed with the Panel.
Enquiries:
RBC Capital Markets (Financial Adviser to Silverstone)
Andrew Smith +44 (0) 20 7653 4000
Martin Eales +44 (0) 20 7653 4000
Louise Mooney +44 (0) 20 7653 4000
Tristone Capital (Financial Adviser to Granby)
Nick Morgan +44 (0) 20 7355 5800
Derek Smith +44 (0) 20 7355 5800
KBC Peel Hunt (Financial Adviser and Nominated Adviser to Granby)
Jonathan Marren +44 (0) 20 7418 8900
Matt Goode +44 (0) 20 7418 8900
Royal Bank of Canada Europe Limited, which trades as RBC Capital Markets and is authorised and
regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as
financial adviser to Silverstone and no one else in connection with the Offer and will not be
responsible to anyone other than Silverstone for providing the protections afforded to clients of RBC
Capital Markets or for providing advice in relation to the Offer or any other matters referred to in
this document.
Tristone Capital Limited and KBC Peel Hunt Ltd, each of which is authorised and regulated in the
United Kingdom by the Financial Services Authority, are acting exclusively as financial advisers to
Granby and no one else in connection with the Offer and will not be responsible to anyone other than
Granby for providing the protections afforded to their respective clients or for providing advice in
relation to the Offer or any other matters referred to in this document.
This announcement is not intended to and does not constitute or form any part of an offer to sell or
an invitation to purchase or the solicitation of an offer to subscribe for any securities or the
solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The
Offer will be made solely through the Offer Document and, in the case of certificated Granby Shares,
the Form of Acceptance, which will together contain the full terms and conditions of the Offer,
including details of how to accept the Offer. Any acceptance or other response to the Offer should be
made only on the basis of the information contained in the Offer Document and the Form of Acceptance.
The release, distribution or publication of this announcement in jurisdictions other than the UK may
be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other
than the UK should inform themselves about and observe any applicable requirements. Copies of this
announcement and any documentation relating to the Offer are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted
Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must
not mail or otherwise forward, distribute or send such documents in or into or from a Restricted
Jurisdiction. The Offer (unless otherwise determined by Silverstone and permitted by applicable law
and regulation) will not be made, directly or indirectly, in or into, or by the use of the mails, or
by any means of instrumentality (including without limitation, telephonically or electronically) of
interstate or foreign commerce of, or any facilities of a national securities exchange of any
Restricted Jurisdiction, and the Offer will not be capable of acceptance from or within any Restricted
Jurisdiction.
This announcement, including information included or incorporated by reference in this announcement,
may contain "forward-looking statements" concerning Silverstone, Granby and their respective
subsidiaries. Generally, the words "will", "may", "should", "continue", "believes", "expects",
"intends", "anticipates" or similar expressions identify forward-looking statements. The forward-
looking statements involve risks and uncertainties that could cause actual results to differ
materially from those expressed in the forward-looking statements. Many of these risks and
uncertainties relate to factors that are beyond the companies' abilities to control or estimate
precisely, such as future market conditions and behaviours of other market participants, and therefore
undue reliance should not be placed on such statements. Silverstone and Granby assume no obligation
and do not intend to update these forward-looking statements, except as required pursuant to
applicable law.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, 'interested' (directly or
indirectly) in 1 per cent. or more of any class of 'relevant securities' of Granby, all 'dealings' in
any 'relevant securities' of that company (including by means of an option in respect of, or a
derivative referenced to, any such 'relevant securities') must be publicly disclosed by no later than
3.30 p.m. (London time) on the Business Day following the date of the relevant transaction. This
requirement will continue until the date on which the Offer becomes, or is declared, unconditional as
to acceptances, lapses or is otherwise withdrawn or on which the 'Offer Period' otherwise ends. If two
or more persons act together pursuant to an agreement or understanding, whether formal or informal, to
acquire an 'interest' in 'relevant securities' of Granby, they will be deemed to be a single person
for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant securities' of Granby by
Silverstone or Granby, or by any of their respective 'associates', must be disclosed by no later than
12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should
be disclosed, and the number of such securities in issue, can be found on the Panel's website at
www.thetakeoverpanel.org.uk .
'Interests in securities' arise, in summary, when a person has long economic exposure, whether
conditional or absolute, to changes in the price of securities. In particular, a person will be
treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of
any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If
you are in any doubt as to whether or not you are required to disclose a 'dealing' under Rule 8, you
should consult the Panel.
APPENDIX 1
CONDITIONS AND CERTAIN FURTHER TERMS
OF THE OFFER
The Offer is subject to the following conditions:
(a) valid acceptances being received (and not, where permitted, withdrawn) by not later than 1.00
p.m. (London time) on the first closing date of the Offer (or such later time(s) and/or date(s) as
Silverstone may, subject to the rules of the Code or with the consent of the Panel, decide) in respect
of not less than 90 per cent. (or such lower percentage as Silverstone may decide) in nominal value of
the Granby Shares to which the Offer relates and not less than 90 per cent. (or such lower percentage
as Silverstone may decide) of the voting rights carried by the Granby Shares to which the Offer
relates, provided that this condition will not be satisfied unless Silverstone (together with its
wholly-owned subsidiaries) shall have acquired or agreed to acquire (whether pursuant to the Offer or
otherwise) directly or indirectly Granby Shares carrying in aggregate more than 50 per cent. of the
voting rights then normally exercisable at general meetings of Granby, including for this purpose
(except to the extent, if any, required by the Panel) any such voting rights attaching to Granby
Shares that are unconditionally allotted or issued before the Offer becomes or is declared
unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or
conversion rights or otherwise.
For the purposes of this condition:
(i) Granby Shares which have been unconditionally allotted shall be deemed to carry the voting
rights which they will carry upon issue;
(ii) the expression "Granby Shares to which the Offer relates" shall be construed in accordance
with Part 28 of the Act; and
(iii) valid acceptances shall be deemed to have been received in respect of any Granby Shares which
Silverstone shall, pursuant to section 979 of the Act, be treated as having acquired or contracted to
acquire by virtue of acceptance of the Offer;
(b) no Third Party having intervened (as defined below) and there not continuing to be outstanding
any statute, regulation or order of any Third Party in each case which would or might reasonably be
expected, to an extent which is material to the Wider Granby Group or the Wider Silverstone Group, as
the case may be, each taken as a whole, to:
(i) make the Offer, its implementation or the acquisition or proposed acquisition by Silverstone
of any shares or other securities in, or control of, Granby or any member of the Wider Granby Group
void, illegal or unenforceable in any relevant jurisdiction, or otherwise directly or indirectly
restrain, prevent, prohibit, restrict or delay the same or impose additional conditions or obligations
with respect to the Offer or such acquisition, or otherwise impede, challenge or interfere with the
Offer or such acquisition, or require amendment to the terms of the Offer or the acquisition or
proposed acquisition of any Granby Shares or the acquisition of control of Granby or the Wider Granby
Group by Silverstone;
(ii) limit or delay, or impose any material limitations on, the ability of Silverstone or any
member of the Wider Granby Group to acquire or to hold or to exercise effectively, directly or
indirectly, all or any rights of ownership in respect of shares or other securities in, or to exercise
voting or management control over, any member of the Wider Granby Group;
(iii) require, prevent or materially delay the divestiture by Silverstone of any shares or other
securities in any member of the Wider Granby Group;
(iv) require, prevent or materially delay the divestiture either by Silverstone or by any member of
the Wider Granby Group of all or any material portion of their respective businesses, assets or
properties or limit the ability of any of them to conduct any of their respective businesses or to own
or control any of their respective assets or properties or any portion thereof, in any such case in a
manner or to an extent which is material in the context of Silverstone Group taken as a whole or, as
the case may be, the Wider Granby Group taken as a whole;
(v) except pursuant to Part 28 of the Act, require Silverstone or any member of the Wider Granby
Group to acquire, or to offer to acquire, any shares or other securities (or the equivalent) in any
member of either the Silverstone Group or the Wider Granby Group owned by any third party;
(vi) materially limit the ability of Silverstone or any member of the Wider Granby Group to conduct
or integrate its business, or any part of it, with the businesses or any part of the businesses of any
other member of the Wider Granby Group; or
(vii) otherwise materially and adversely affect the financial or trading position of any member of
the Wider Granby Group or, as the case may be, the Wider Granby Group taken as a whole,
and all applicable waiting and other time periods during which any Third Party could intervene
under the laws of any relevant jurisdiction having expired, lapsed or been terminated;
(c) all Authorisations which are necessary or are reasonably considered necessary by Silverstone
in any relevant jurisdiction for or in respect of the Offer or the acquisition or proposed acquisition
of any shares or other securities in (except pursuant to Part 28 of the Act), or control or management
of, Granby or any other member of the Wider Granby Group by Silverstone or the carrying on by any
member of the Wider Granby Group of its business having been obtained, in terms and in a form
reasonably satisfactory to Silverstone, from all appropriate Third Parties, in each case, where the
absence of such Authorisation would have a material adverse effect on the Wider Granby Group or the
Wider Silverstone Group, as the case may be, each taken as a whole, and all such Authorisations
remaining in full force and effect and there being no notice or intimation of any intention to revoke,
suspend, restrict, modify or not to renew any of the same;
(d) save as Publicly Announced or Disclosed there being no provision of any arrangement,
agreement, licence, permit, franchise or other instrument to which any member of the Wider Granby
Group is a party, or by or to which any such member or any material part of its assets is or are or
may be bound, entitled or subject or any circumstance, which, in each case as a consequence of the
Offer or the acquisition or proposed acquisition of any shares or other securities in, or control of,
Granby or any other member of the Wider Granby Group by Silverstone or otherwise, could or might
reasonably be expected (in any case, to an extent which is or in a manner which is material to the
Wider Granby Group or the Wider Silverstone Group, as the case may be, each taken as a whole) to
result in:
(i) any amount of monies borrowed by or any other indebtedness or liabilities (actual or
contingent) of, or any grant available to, any member of the Wider Granby Group being or becoming
repayable or capable of being declared repayable immediately or prior to its stated repayment date or
the ability of any member of the Wider Granby Group to borrow monies or incur any indebtedness being
withdrawn or inhibited or becoming capable of being withdrawn;
(ii) the creation or enforcement of any mortgage, charge or other security interest over the whole
or any substantial part of the business, property, assets or interests of any member of the Wider
Granby Group or any such mortgage, charge or other security interest (wherever created, arising or
having arisen) becoming enforceable;
(iii) any such arrangement, agreement, licence, permit, franchise or instrument, or the rights,
liabilities, obligations or interests of any member of the Wider Granby Group thereunder, being, or
becoming capable of being, terminated or adversely modified or affected or any adverse action being
taken or any obligation or liability arising thereunder;
(iv) any asset or interest of any member of the Wider Granby Group being or falling to be disposed
of or ceasing to be available to any member of the Wider Granby Group or any right arising under which
any such asset or interest could be required to be disposed of or could cease to be available to any
member of the Wider Granby Group;
(v) any member of the Wider Granby Group ceasing to be able to carry on business under the name
which it presently carries on its business;
(vi) the creation of any liabilities (actual or contingent) by any member of the Wider Granby
Group;
(vii) the rights, liabilities, obligations or interests of any member of the Wider Granby Group
under any such arrangement, agreement, licence, permit, franchise or other instrument or the interests
or business of any such member in or with any other person, firm, company or body (or any arrangement
or arrangements relating to any such interests or business) being terminated or adversely modified or
affected; or
(viii) the financial or trading position or the value of any member of the Wider Granby Group being
prejudiced or adversely affected; and
(ix) no event having occurred which, under any provision of any such arrangement, agreement,
licence, permit or other instrument, would, or might reasonably be expected to, result in any of the
events or circumstances which are referred to in paragraphs (i) to (viii) of this condition (d);
(e) since 31 March 2007 and except as otherwise Publicly Announced or Disclosed, no member of the
Wider Granby Group having (in any case, to an extent which or in a manner which is material to the
Wider Granby Group or the Wider Silverstone Group, as the case may be, each taken as a whole):
(i) issued or agreed to issue, or authorised the issue of, additional shares of any class, or
securities convertible into or exchangeable for, or rights, warrants or options to subscribe for or
acquire, any such shares or convertible securities or transferred or sold any shares out of treasury,
other than as between Granby and wholly-owned subsidiaries of Granby and other than any shares issued
or shares transferred from treasury upon the exercise of any options granted under any of the Granby
Share Option Schemes;
(ii) purchased or redeemed or repaid any of its own shares or other securities or reduced or made
any other change to any part of its share capital;
(iii) recommended, declared, paid or made any dividend or other distribution whether payable in cash
or otherwise or made any bonus issue, other than a distribution by any wholly-owned subsidiary of
Granby;
(iv) except than as between members of the Granby Group, made, committed to make, authorised,
proposed or announced any change in its loan capital;
(v) (other than any acquisition or disposal in the ordinary course of business and/or a
transaction between Granby and a wholly-owned subsidiary of Granby or between such wholly-owned
subsidiaries) merged with, demerged or acquired any body corporate, partnership or business or
acquired or disposed of or transferred, mortgaged, charged or created any security interest over any
assets or any right, title or interest in any assets, including shares in any undertaking and trade
investments, or authorised the same;
(vi) issued, authorised or approved the issue of, or authorisation of or made any change in or to,
any debentures;
(vii) entered into, varied, or authorised any agreement, transaction, arrangement or commitment
(whether in respect of capital expenditure or otherwise) which:
(A) is of a long term, onerous or unusual nature or magnitude (or which could be reasonably
expected to involve an obligation of such a nature or magnitude); or
(B) would or might reasonably be expected to restrict the business of any member of the Wider
Granby Group; or
(C) is other than in the ordinary course of business;
(viii) entered into, implemented, effected or authorised any merger, demerger, reconstruction,
amalgamation, scheme, commitment or other transaction or arrangement in respect of itself or another
member of the Wider Granby Group otherwise than in the ordinary course of business;
(ix) entered into or varied the terms of, any contract, agreement or arrangement with any of the
directors or senior executives of any member of the Wider Granby Group;
(x) taken any corporate action or had any legal proceedings instituted or threatened against it or
petition presented or order made for its winding-up (voluntarily or otherwise), dissolution or
reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee
or similar officer of or over all or any part of its assets and revenues or any analogous proceedings
in any jurisdiction or appointed any analogous person in any jurisdiction;
(xi) been unable, or admitted in writing that it is unable, to pay its debts or having stopped or
suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to
cease carrying on all or a substantial part of its business;
(xii) otherwise than in the ordinary course of business, waived or compromised any claim;
(xiii) made any alteration to its memorandum or articles of association;
(xiv) made or agreed or consented to:
(A) any significant change:
(1) to the terms of the trust deeds constituting the pension scheme(s) established for its
directors, employees or their dependants; or
(2) to the benefits which accrue or to the pensions which are payable thereunder; or
(3) to the basis on which qualification for, or accrual or entitlement to such benefits or
pensions are calculated or determined; or
(4) to the basis upon which the liabilities (including pensions) of such pension schemes are
funded or made; or
(B) any change to the trustees including the appointment of a trust corporation but excluding any
appointment of a member nominated trustee in accordance with existing nomination arrangements or one
company appointment to fill a trustee vacancy,
(xv) proposed, agreed to provide or modified the terms of any share option scheme or
incentive scheme of the Wider Granby Group;
(xvi) save as between Granby and its wholly-owned subsidiaries, granted any material lease in
respect of any of the leasehold or freehold property owned or occupied by it or
transferred or otherwise disposed of any such property; or
(xvii)entered into any agreement, commitment or arrangement or passed any resolution or
proposed or announced any intention with respect to any of the transactions, matters or
events referred to in this condition (e);
(f) except as Publicly Announced or Disclosed:
(i) there having been no adverse change or deterioration in the business, assets, financial
or trading positions or profit of any member of the Wider Granby Group to an extent
which is material in the context of the Wider Granby Group or the Wider Silverstone
Group, as the case may be, each taken as a whole;
(ii) no contingent or other liability of any member of the Wider Granby Group having arisen
or become apparent or increased which is material in the context of the Wider Granby
Group or the Wider Silverstone Group, as the case may be, each taken as a whole;
(iii) no litigation, arbitration proceedings, prosecution or other legal proceedings to which
any member of the Wider Granby Group is may or become a party (whether as claimant,
defendant or otherwise) having been announced or instituted by or against or remaining
outstanding against or in respect of any member of the Wider Granby Group which in any
case might reasonably be expected to materially and adversely affect the Wider Granby
Group or the Wider Silverstone Group, as the case may be, each taken as a whole; and
(iv) (other than as a result of the Offer) no enquiry or investigation by, or complaint or
reference to, any Third Party having been announced or instituted by or against or
remaining outstanding against or in respect of any member of the Wider Granby Group,
which in any case materially and adversely affects the Wider Granby Group or the Wider
Silverstone Group, as the case may be, each taken as a whole;
(g) except as Publicly Announced or Disclosed, Silverstone not having discovered:
(i) that any financial or business or other information concerning the Wider Granby Group
disclosed at any time by or on behalf of any member of the Wider Granby Group, whether publicly or to
Silverstone, is materially misleading or contains any misrepresentation of fact or omits to state a
fact necessary to make any information contained therein not materially misleading and which was not
subsequently corrected by specific disclosure either publicly or otherwise to Silverstone to an extent
which in any case is material in the context of the Wider Granby Group taken as a whole; or
(ii) that any member of the Wider Granby Group is subject to any liability (actual or contingent)
which is not disclosed in Granby's annual report and accounts for the financial year ended 31 March
2007 or has otherwise been Publicly Announced or Disclosed and which in any case is material in the
context of the Wider Granby Group or the Wider Silverstone Group, as the case may be, each taken as a
whole; or
(iii) any information which affects the import of any information disclosed at any time by or on
behalf of any member of the Wider Granby Group to an extent which is material in the context of the
Wider Granby Group or the Wider Silverstone Group, as the case may be, each taken as a whole.
(h) except to the extent Publicly Announced or Disclosed, Silverstone not having discovered:
(i) that any past or present member of the Wider Granby Group has not complied with any applicable
legislation or regulations of any jurisdiction with regard to the use, treatment, handling, storage,
transport, release, disposal, discharge, spillage, leak or emission of any waste or hazardous
substance or any substance likely to impair the environment or harm human health, or otherwise
relating to environmental matters or the health and safety of any person, or that there has otherwise
been any such use, treatment, handling, storage, transport, release, disposal, discharge, spillage,
leak or emission (whether or not this constituted a non-compliance by any person with any legislation
or regulations and wherever the same may have taken place) which, in any case, would be reasonably
likely to give rise to any liability (whether actual or contingent) or cost on the part of any member
of the Wider Granby Group; or
(ii) that there is, or is reasonably likely to be, any liability, whether actual or contingent, to
make good, repair, reinstate or clean up any property now or previously owned, occupied or made use of
by any past or present member of the Wider Granby Group or any other property or any controlled waters
under any environmental legislation, regulation, notice, circular, order or other lawful requirement
of any relevant authority or third party or otherwise,
which in any such case is material in relation to the Wider Granby Group or the Wider
Silverstone Group, as the case may be, each taken as a whole; and
(i) the obtaining of a 'no objection in principle' letter in relation to the transaction from the
Secretary of State for the Department of Business, Enterprise and Regulatory Reform.
For the purpose of these conditions:
(i) "Third Party" means any central bank, government, government department or governmental,
quasi-governmental, supra-national, statutory, regulatory or investigative body, authority (including
any national anti-trust or merger control authority), court, trade agency, association, institution or
environmental body or any other statutory person or statutory body whatsoever in any relevant
jurisdiction;
(ii) a Third Party shall be regarded as having "intervened" if it has decided to take, institute,
implement or threaten any action, proceeding, suit, investigation, enquiry or reference or made,
proposed or enacted any statute, regulation, decision or order or taken any measures or other steps or
required any action to be taken or information to be provided and "intervene" shall be construed
accordingly; and
(iii) "Authorisations" means authorisations, orders, grants, recognitions, determinations,
certificates, confirmations, consents, licences, clearances, permissions and approvals.
Subject to the requirements of the Panel, Silverstone reserves the right to waive in whole or in part
all or any of conditions (b) to (i) inclusive.
Conditions (b) to (i) inclusive must be satisfied as at, or waived on or before midnight on the 21st
day after the later of the first closing date of the Offer and the date on which condition (a) is
fulfilled (or, in each case, such later date as Silverstone, with the consent of the Panel, may
decide).
Except with the Panel's consent Silverstone will not invoke any of the above conditions (except for
condition (a)) so as to cause the Offer not to proceed, to lapse or to be withdrawn unless the
circumstances which give rise to the right to invoke the relevant conditions are of material
significance to Silverstone in the context of the Offer.
If Silverstone is required by the Panel to make an offer for the Granby Shares under the provisions of
Rule 9 of the Code, Silverstone may make such alterations to the terms and conditions of the Offer,
including to condition (a), as are necessary to comply with the provisions of that Rule.
APPENDIX 2
BASES AND SOURCES OF INFORMATION
(a) The value attributed to the existing issued share capital of Granby is based upon the
36,404,762 Granby Shares in issue on the date hereof.
(b) Unless otherwise stated, the financial information concerning Granby has been extracted from
the audited annual report and accounts for Granby for the relevant period.
(c) Granby Share prices have been derived from the AIM Appendix to the Daily Official List and
represent the closing middle market prices on the relevant date.
(d) References to a percentage of Granby Shares are based on the number of Granby Shares in issue
as set out in paragraph (a) above.
APPENDIX 3
IRREVOCABLE UNDERTAKINGS
Each of the Granby Directors and/or certain of their connected persons has delivered an undertaking to
Silverstone pursuant to which each has irrevocably undertaken to accept (or procure the acceptance of)
the Offer in respect of Granby Shares held by them and, in certain cases, by their connected persons
in respect of their entire beneficial holdings which amount, in aggregate, to 5,703,304 Granby Shares,
representing approximately 15.7 per cent. of the existing issued share capital of Granby. These
undertakings will continue to be binding even if a competing offer is made for Granby which exceeds
the value of the Offer and even if such higher offer is recommended for acceptance by the Board of
Granby
The following table shows the number of Granby Shares in which each of the Granby Directors and, in
certain cases, their connected persons had an interest on the date of the irrevocable undertaking
given by him, and in respect of which an irrevocable undertaking was given:
Name Number of Granby Shares Percentage of issued share
capital
David Douglas Grassick 2,260,000 6.2
Richard Anthony Moreton 2,141,639 5.9
Nigel John Burton (and family)* 1,093,291 3.0
Ric Piper (and family) 178,574 0.5
Adam Shutkever 29,800 0.1
Total 5,703,304 15.7
*including 193,291 Granby Shares held in a pension trust
In addition, Silverstone has received an irrevocable undertaking to accept the Offer from certain
other Granby Shareholders in respect of their entire beneficial holdings which amount, in aggregate,
to 6,628,046 Granby Shares, representing approximately 18.2 per cent. of the existing issued share
capital of Granby. These undertakings will continue to be binding even if a competing offer is made
for Granby which exceeds the value of the Offer and even if such higher offer is recommended for
acceptance by the Board of Granby.
The following table shows the number of Granby Shares in which each of each of those other Granby
Shareholders had an interest on the date of the irrevocable undertaking given by him or her, and in
respect of which an irrevocable undertaking was given:
Name Number of Granby Shares Percentage of issued share
capital
Robert Dennis Moore 2,260,000 6.2
Peter Robert Whattler 2,220,000 6.1
Martin Whitehead 2,105,070 5.8
Susan Alison Heavens 42,976 0.1
Total 6,628,046 18.2
In addition, Silverstone has received irrevocable undertakings to accept the Offer from certain other
Granby Shareholders, which amount, in aggregate, to 3,016,190 Granby Shares, representing
approximately 8.3 per cent. of the existing issued share capital of Granby. These undertakings will
continue to be binding even if a competing offer is made for Granby unless such competing offer
represents an improvement of not less than 10 per cent. on the value of the Offer by Silverstone.
The following table shows the number of Granby Shares in which each of those other Granby Shareholders
had an interest on the date of the irrevocable undertaking given by him or her, and in respect of
which an irrevocable undertaking was given:
Name Number of Granby Shares Percentage of issued
share capital
FirstRand (Ireland) plc 1,825,714 5.0
RMB Australia Holdings Limited 1,190,476 3.3
Total 3,016,190 8.3
APPENDIX 4
DEFINITIONS
The following definitions apply throughout this announcement unless the context requires otherwise.
Companies Act 1985 (as amended) or, where relevant, the
Act Companies Act 2006 and where any specific provision of
the Companies Act 1985 is referred to, this will include,
where relevant, any equivalent provision of the Companies
Act 2006
AIM AIM, a market operated by the London Stock Exchange
BERR Department for Business, Enterprise, Reform and
Regulation
Board as the context requires, the board of directors of Granby
or the board of directors of Silverstone and the terms
"Granby Board" and "Silverstone Board" shall be construed
accordingly
Business Day any day (other than a public holiday, Saturday or Sunday)
on which clearing banks in London are open for normal
business
Closing Price the closing middle market quotation of an Granby Share as
derived from the Daily Official List of the London Stock
Exchange
Code The City Code on Takeovers and Mergers
Directors the directors of Granby or the directors of Silverstone
at the date of this document, as the context so requires
and the terms "Directors of Granby" or "Granby
Directors", or "Directors of Silverstone" or "Silverstone
Directors" shall be construed accordingly
EEA the European Economic Area
Form of Acceptance the form of acceptance and authority relating to the
Offer which will accompany the Offer Document when issued
Granby or the Company Granby Oil and Gas plc
Granby Group Granby and its subsidiaries and subsidiary undertakings
Granby Shareholders registered holders of Granby Shares
Granby Share Option Schemes The Granby Oil and Gas plc Approved Share Option Scheme
2006 and The Granby Oil and Gas plc Approved Share Option
Scheme 2006
Granby Shares the existing unconditionally allotted or issued and fully
paid ordinary shares of 0.5 pence each in the capital of
Granby and any further shares which are unconditionally
allotted or issued before the date on which the Offer
closes (or such earlier date or dates, not being earlier
than the date on which the Offer becomes unconditional as
to acceptances or, if later, becomes or is declared
wholly unconditional, as Silverstone may decide) but
excluding in both cases any such shares held or which
become held in treasury
KBC Peel Hunt KBC Peel Hunt Ltd, a wholly owned subsidiary of KBC Group
NV
Listing Rules the rules and regulations made by the Financial Services
Authority in its capacity as the UK Listing Authority
under the Financial Services and Markets Act 2000 and
contained in the UK Listing Authority's publication of
the same name
London Stock Exchange London Stock Exchange plc
Offer the recommended offer to be made by Silverstone on the
terms and subject to the conditions set out in this
document and the Form of Acceptance and, where the
context so requires, any subsequent revision, variation,
extension, or renewal of such Offer
Offer Document the document to be published and sent to Granby
Shareholders containing the Offer
Offer Price 63.45 pence per Granby Share
Official List the Official List of the UK Listing Authority
Panel The Panel on Takeovers and Mergers
Publicly Announced or Disclosed as specifically disclosed in the annual report and
accounts for the Granby Group for the year ended on 31
March 2007 or in the announcement by Silverstone of its
firm intention to make the Offer on 18 March 2008 or in
any other announcement made to a Regulatory Information
Service since the date of such annual report and accounts
or as specifically disclosed in writing to Silverstone or
its advisers prior to the date of the announcement by
Silverstone of its firm intention to make the Offer on 18
March 2008
RBC or RBC Capital Markets Royal Bank of Canada Europe Limited
Regulatory Information Service any of the services set out in Appendix 3 to the Listing
Rules
Restricted Jurisdiction subject always to the requirements of Rule 30.3 of the
Code in relation to the distribution of offer
documentation to jurisdictions outside the UK, whether
inside or outside the EEA, any jurisdiction where
extension or acceptance of the Offer would violate the
law of that jurisdiction
Silverstone Silverstone Energy Limited which is incorporated under
the laws of Scotland with registered number SC 279865
Silverstone Group Silverstone Energy Limited and its subsidiaries and
subsidiary undertakings
Substantial Interest a direct or indirect interest in 20 per cent. or more of
the voting or equity capital (or equivalent) of an
undertaking
Tristone Capital Tristone Capital Limited
UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland
(and its dependent territories)
UKCS United Kingdom Continental Shelf
UK Listing Authority or UKLA the Financial Services Authority acting in its capacity
as the competent authority for the purposes of Part VI of
the Financial Services and Markets Act 2000
Wider Granby Group Granby and the subsidiaries and subsidiary undertakings
of Granby and associated undertakings (including any
joint venture, partnership, firm or company in which any
member of the Granby Group is interested or any
undertaking in which Granby and such undertakings
(aggregating their interests) have a Substantial
Interest)
Wider Silverstone Group Silverstone and the subsidiaries and subsidiary
undertakings of Silverstone and associated undertakings
(including any joint venture, partnership, firm or
company in which any member of the Silverstone Group is
interested or any undertaking in which Silverstone and
such undertakings (aggregating their interests) have a
Substantial Interest)
The terms "subsidiary" and "subsidiary undertaking", "undertaking" and "associated undertaking" have
the meanings given by the Act (but for this purpose ignoring paragraph 20(1)(b) of Schedule 4A of the
Act).
All references to time in this document are to London time.
Words importing the singular shall include the plural and vice versa, and words importing the
masculine gender shall include the feminine or neutral gender.
Granby Oil & Gas plc
Granby Oil & Gas (LSE:GOIL)
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