Pharos Energy plc (LON:PHAR) has announced announced the publication of the scheme document in relation to the Acquisition which, together with the associated Forms of Proxy, is today being posted by Pharos to Pharos Shareholders and, for information only, persons with information rights.
The Scheme Document contains, amongst other things, a letter from the Chair of Pharos, the full terms and conditions of the Scheme, the Scheme, an explanatory statement pursuant to section 897 of the Companies Act 2006, an expected timetable of principal events, notices of the Court Meeting and the General Meeting, and details of the actions to be taken by Scheme Shareholders entitled to vote at the Court Meeting and Pharos Shareholders entitled to vote at the General Meeting in relation to the Acquisition.
The Scheme Document will be made available (subject to any applicable restrictions relating to persons in, or resident in, Restricted Jurisdictions) for inspection free of charge, on Pharos’ website at https://www.pharos.energy/investors/offer and on Ratio’s website at https://ratiopetroleum.com/offer-disclaimer/ no later than 12 noon on the Business Day following the publication of the Scheme Document and will be available up to and including the end of the Offer Period. The contents of these websites are not incorporated into, and do not form part of, this announcement.
A copy of the Scheme Document has been submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Hard copies of the Scheme Document (or depending on Pharos Shareholders’ communication preferences, a letter or email giving details of the websites where the Scheme Document may be accessed) and Forms of Proxy for the Court Meeting and the General Meeting are being sent to Pharos Shareholders. If not already receiving hard copy documents, Pharos Shareholders may request a hard copy of the Scheme Document by contacting Pharos’ registrar, Equiniti, by writing to them at Highdown House, Yeoman Way, Worthing, West Sussex, United Kingdom, BN99 6DA or by calling them on +44 (0)371 384 2050 during business hours (lines are open from 8.30 a.m. to 5.30 p.m., Monday to Friday (excluding public holidays in England and Wales)). Calls are charged at the standard geographical rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Please note that Equiniti cannot provide any financial, legal or tax advice. Calls may be recorded and monitored for security and training purposes.
Action required
As further described in the Scheme Document, before the Court is asked to sanction the Scheme and in order for the Scheme to become Effective, the Scheme will require: (i) the approval of a majority in number representing 75 per cent. or more in value of votes cast by Scheme Shareholders present and voting either in person or by proxy at the Court Meeting (or any adjournment thereof), which has been convened by an order of the Court; and (ii) the passing of the Resolution by the requisite majority of Pharos Shareholders at the General Meeting (or any adjournment thereof). The Scheme is also subject to the satisfaction or (where applicable) waiver of the Conditions and further terms that are set out in the Scheme Document, including the Regulatory Conditions in Egypt and Vietnam.
The Court Meeting and the General Meeting are to be held at the offices of Ashurst Perkins Coie UK LLP, London Fruit & Wool Exchange, 1 Duval Square, London E1 6PW on 17 August 2026. The Court Meeting is scheduled to commence at 2.00 p.m. and the General Meeting is scheduled to commence at 2.15 p.m. (or as soon thereafter as the Court Meeting has concluded, been adjourned or postponed). Notices of the Court Meeting and the General Meeting are set out in Parts 9 and 10, respectively, of the Scheme Document.
Any changes to the arrangements for the Court Meeting and the General Meeting will be communicated to the Scheme Shareholders and the Pharos Shareholders before the relevant Meetings, by an announcement through a Regulatory Information Service.
It is important that, for the Court Meeting in particular, as many votes as possible are cast (whether in person or by proxy) in order for the Court to be satisfied that there is a fair and reasonable representation of Scheme Shareholders’ opinion. Scheme Shareholders and Pharos Shareholders are therefore strongly urged to complete, sign and return their Forms of Proxy or to appoint a proxy electronically either through the relevant share portal service, Proxymity or through CREST as soon as possible and, in any event, by no later than 2.00 p.m. on 13 August 2026 in respect of the Court Meeting and 2.15 p.m. on 13 August 2026 in respect of the General Meeting in accordance with the instructions set out in the Scheme Document and the Forms of Proxy. Instructions in relation to voting and the completion of the Forms of Proxy are included in the Scheme Document. Scheme Shareholders and Pharos Shareholders are also strongly encouraged to appoint the Chair of the meeting as their proxy.
Expected timetable of principal events
An expected timetable of principal events for the Scheme is set out in the Scheme Document and is also reproduced in the appendix to this announcement. Subject to obtaining the requisite approval of Scheme Shareholders at the Court Meeting and of Pharos Shareholders at the General Meeting, the satisfaction or waiver (if capable of waiver) of the other Conditions set out in the Scheme Document and the sanction of the Scheme by the Court at the Sanction Hearing, the Scheme is currently expected to become Effective in H1 2027. Pharos will make further announcements as appropriate with such announcements being available on Pharos’ website at https://www.pharos.energy/investors/offer and on Ratio’s website at https://ratiopetroleum.com/offer-disclaimer/.
The dates and times given are indicative only and are based on Pharos’ and Ratio’s current expectations and may be subject to change. If any of the expected dates and/or times set out in the expected timetable change, then Pharos (or Ratio, as applicable) will give notice(s) of such changes in an announcement released through a Regulatory Information Service and by making such announcement available on Pharos’ website at https://www.pharos.energy/investors/offer and on Ratio’s website at https://ratiopetroleum.com/offer-disclaimer/.
If the Scheme becomes Effective, it is intended that applications will be made to the London Stock Exchange to cancel the admission to trading in Pharos Shares on the Main Market, and to the Financial Conduct Authority to cancel the admission of the Pharos Shares to the Official List, in each case with effect from or shortly following the Effective Date and that steps will be taken to re-register Pharos as a private limited company. The last day of dealings in Pharos Shares on the London Stock Exchange’s Main Market is expected to be the Business Day immediately prior to the Effective Date.
Recommendation
The Pharos Directors, who have been so advised by Rothschild & Co as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice to Pharos Directors, Rothschild & Co has taken into account the commercial assessments of the Pharos Directors. Rothschild & Co is providing independent financial advice to the Pharos Directors for the purposes of Rule 3 of the Code.
Accordingly, the Pharos Directors recommend unanimously that Pharos Shareholders vote in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting.
Pharos Shareholders should read carefully the whole of the Scheme Document (including any documents incorporated into the Scheme Document by reference), together with the accompanying Forms of Proxy, before deciding whether or not to vote, or procure a vote, in favour of the Scheme at the Court Meeting and the Resolution at the General Meeting. Each of these documents contains important information relating to the Acquisition. Any vote or decision in respect of, or other response to, the Acquisition or the Scheme (as applicable) should only be made on the basis of the information contained in the Scheme Document.
Helpline
If you have any questions about the Scheme Document, the Court Meeting or the General Meeting, or are in any doubt as to how to complete and return the Forms of Proxy, please contact Pharos’ registrar, Equiniti, by writing to them at Highdown House, Yeoman Way, Worthing, West Sussex, United Kingdom, BN99 6DA or by calling them on +44 (0)371 384 2050 during business hours (lines are open from 8.30 a.m. to 5.30 p.m., Monday to Friday (excluding public holidays in England and Wales)). Calls are charged at the standard geographical rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Please note that Equiniti cannot provide any financial, legal or tax advice. Calls may be recorded and monitored for security and training purposes.
