Wrap Text
Recommended Cash Offer
Vivo Energy plc
(Incorporated in England and Wales)
(Registration number: 11250655)
(Share code: VVO)
LEI: 213800TR7V9QN896AU56
ISIN: GB00BDGT2M75
25 November 2021
Vivo Energy plc (“Vivo” the "Company")
(LSE: VVO / JSE: VVO)
Recommended Cash Offer
The Company notes the announcement published by VIP II Blue B.V. (“BidCo”) (a wholly owned
indirect subsidiary of Vitol Investment Partnership II Limited, itself being an investment vehicle advised
by employees of Vitol Holding B.V. and its subsidiaries and subsidiary undertakings (the “Vitol
Group”)) on 25 November 2021 (the “Announcement”), advising that an agreement has been
reached by the boards of the Company and BidCo on the terms of a recommended cash offer pursuant
to which BidCo shall acquire all of the issued and to be issued ordinary share capital of the Company
not already owned by existing Vitol Group shareholders (the “Offer”). The Offer is expected to be
effected by means of a scheme of arrangement under Part 26 of the UK Companies Act and is subject
to certain conditions, including the approval of Vivo shareholders.
Shareholders are advised that the full Announcement is available on the Company’s website at
https://investors.vivoenergy.com/offer-for-vivo.
ENDS
Notes to editors:
Media contacts: Investor contact:
Vivo Energy plc Vivo Energy plc
Rob Foyle, Head of Communications Giles Blackham, Head of Investor Relations
+44 7715 036 407 +44 20 3034 3735
rob.foyle@vivoenergy.com giles.blackham@vivoenergy.com
Tulchan Communications LLP
Martin Robinson, Suniti Chauhan, Harry Cameron
+44 20 7353 4200
vivoenergy@tulchangroup.com
JSE Sponsor:
J.P. Morgan Equities South Africa Proprietary Limited
Important Notices:
J.P. Morgan Equities South Africa Proprietary Limited is acting exclusively as JSE sponsor to Vivo and
no one else in connection with the matters set out in this announcement, and will be subject to the
requirements imposed on such a sponsor under the JSE Listings Requirements.
Dealing and Opening Position Disclosure requirements
Under Rule 8.3(a) of the UK Takeover Code (the “Takeover Code”), any person who is interested in 1
per cent. 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) Vivo 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 3.30 pm (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 Vivo 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 Takeover Code, any person who is, or becomes, interested in 1 per cent. or
more of any class of relevant securities of Vivo or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities of Vivo 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) Vivo
and (ii) any securities exchange offeror, 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 of the Takeover
Code.
Opening Position Disclosures must also be made by Vivo and by any offeror and Dealing Disclosures
must also be made by Vivo, by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4 of the Takeover Code).
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 UK
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.
About Vivo Energy:
Vivo Energy operates and markets its products in countries across North, West, East and Southern Africa. The Group has
a network of over 2,400 service stations in 23 countries operating under the Shell and Engen brands and exports lubricants
to a number of other African countries. Its retail offering includes fuels, lubricants, card services, shops, restaurants and other
non-fuel services. It provides fuels, lubricants and liquefied petroleum gas (LPG) to business customers across a range of
sectors including marine, mining, construction, power, transport, wholesalers and manufacturing. The Company employs
around 2,700 people and has access to over 1,000,000 cubic metres of fuel storage capacity and has a joint venture, Shell and
Vivo Lubricants B.V., that sources, blends, packages and supplies Shell-branded lubricants.
Vivo Energy has its primary listing on the London Stock Exchange, and is a member of the FTSE 250 index, with a secondary
inward listing on the Johannesburg Stock Exchange.
For more information about Vivo Energy please visit www.vivoenergy.com
Date: 25-11-2021 09:01:00
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