Cove Energy PLC : Resignation and Appointment of directors,…

17 August 2012

FOR IMMEDIATE RELEASE

COVE ENERGY PLC (the "Company" or "Cove")

RESIGNATION AND APPOINTMENT OF DIRECTORS, DIRECTORS SHAREHOLDINGS, ISSUE OF SHARES AND DELISTING

Cove Energy plc (AIM:COV), the AIM quoted upstream oil and gas company, notes the announcement at 7.00 am on 17 August 2012 (the "Announcement Time"), by PTTEP Africa Investment Limited ("PTTEP AI") that all of the conditions of its recommended offer for the entire issued and to be issued share capital of the Company (the "Offer") had been satisfied or waived and that, accordingly, the Offer had been declared wholly unconditional.
Change of directors
With effect from the Announcement Time, Mr Michael Blaha, Dr Stephen Staley, Mr Frank Moxon and Mr Anthony Golding have resigned as directors of the Company. Dr Anun Chonchawalit and Mr Direk Wangudomsuk have been appointed as directors of the Company (the "New Directors"). Mr Michael Nolan and Mr John Craven will remain as directors of the Company. In addition, Dr Anun Chonchawalit has been elected Chairman of the board of directors of the Company.
Dr Anun, 52, with his geology background, has more than 20 years of experience in mining and oil and gas industries. He currently serves as a Senior Vice President for Business Development for PTT Exploration and Production Public Company limited, an E&P company listed on the Thai Stock Exchange.
Mr Direk, 46, with his engineering and business administration background, has more than 20 years of experience in oil, gas, LNG and power industries. He currently serves as a Vice President for Business Development for PTT Exploration and Production Public Company limited, an E&P company listed on the Thai Stock Exchange.
The directorships Dr Anun has held in the last five years as well as the companies of which he remains a director are listed at the end of this announcement. The Company confirms there is no other information required to be disclosed pursuant to Schedule 2 paragraph (g) of the AIM Rules.
Exercise of options and allotment of shares
The Company also announces that it has today conditionally allotted 17,917,647 new ordinary shares of 1p each in the Company as a result of the exercise of options by Directors and a consultant of the Company. The new ordinary shares will be accepted into the Offer pursuant to a cashless exercise facility made available by PTTEP AI to the option holders.
Details of the options exercised by Directors are as follows:

Name	Number of Options Exercised	Exercise Price (£)	Date of Grant
Michael Blaha	2,600,000	0.20	5 October 2009
	1,950,000	0.20	5 October 2009
	1,950,000	0.20	5 October 2009
	700,000	0.9375	23 December 2010
	500,000	0.786	7 October 2011

John Craven	2,600,000	0.20	5 October 2009
	1,950,000	0.20	5 October 2009
	1,950,000	0.20	5 October 2009
	700,000	0.9375	23 December 2010
	500,000	0.786	7 October 2011
Michael Nolan	740,000	0.20	5 October 2009
	555,000	0.20	5 October 2009
	555,000	0.20	5 October 2009
	367,647	0.786	7 October 2011
Total	17,617,647

In addition, the Company has resolved to pay to Michael Nolan's consulting company, JS Consult Limited, a cash amount of £752,748.75 in settlement of the amount due under a Share Appreciation Rights Agreement dated 23 December 2010.
The new ordinary shares have been allotted conditionally upon admission to AIM and an application will be been made for the new ordinary shares to be admitted to AIM. It is expected that admission will occur on 23 August 2012. These new ordinary shares rank pari passu with the Company's existing issued ordinary shares.
The Company's total issued share capital with voting rights after the admission of the new ordinary shares will be 508,912,947 ordinary shares. The Company does not currently hold any shares in treasury. This figure of 508,912,947 ordinary shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FSA's Disclosure and Transparency Rules.
Delisting
The Cove Directors note the announcement made on 17 August 2012 by PTTEP AI that the Offer has been declared wholly unconditional, and it had received valid acceptances from Cove Shareholders in respect of 94.32 per cent. of Cove Shares.
At the request of PTTEP AI, Cove is, in accordance with Rule 41 of the AIM Rules for Companies, notifying its intention to cancel the admission to trading on AIM of Cove Shares ("Cancellation"). Cove confirms that it has applied to the London Stock Exchange for Cancellation.
It is expected that Cancellation will occur at 7.00 a.m. on 18 September 2012 after which time Cove
Shares will no longer be admitted to trading on AIM.
Cove confirms that Shareholder consent at a general meeting of Cove, which would otherwise be required pursuant to AIM Rule 41, will not be required as the application for cancellation has been made by Cove after the Offer has been declared wholly-unconditional and after PTTEP AI has received valid acceptances in respect of more than 75 per cent. of the Cove Shares to which the Offer relates.
Cancellation will significantly reduce the liquidity and marketability of any Cove Shares that have not been accepted pursuant to the Offer. Following Cancellation, Cove Shareholders will only be able to sell their Cove Shares via off-market transactions. Cove Shareholders are still able to buy and sell Cove Shares on market prior to Cancellation.
Terms used but not defined in this announcement shall have the meanings given to them in the Offer
Document published by the PTTEP AI on 1 June 2012. For further information please contact:
Cove Energy plc
John Craven, CEO Tel: [phone] c/o Billy Clegg
Cenkos Securities
Jon Fitzpatrick Tel: [phone]
Ken Fleming Tel: [phone]
FTI Consulting Tel: [phone]
Billy Clegg
Edward Westropp
A copy of this announcement will be available at www.cove-energy.com. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
Cenkos Securities plc (which is authorised and regulated in the United Kingdom by the Financial Services Authority under FSA number 416932) is acting exclusively as Nominated Adviser and Broker to the Company and is not acting for or advising any other person and accordingly will not be responsible to any person other than the Company for providing advice in relation to the contents of this announcement. Neither Cenkos Securities plc nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a customer of Cenkos Securities plc in connection with this announcement, any statement contained herein or otherwise.
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise. The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.
CURRENT DIRECTORSHIPS OF DR ANUN CHONCHAWALIT PTTEP International Holding Co Ltd
PTTEP Netherland Holding Limited
PTTEP Rommana Company Limited
FORMER DIRECTORSHIPS OF DR ANUN CHONCHAWALIT PTTEP Holding Co Ltd
PTTEP Merangin Co Ltd
PTTEP Offshore Investment Co Ltd
PTTEP International Ltd PTTEP Indonesia Co Ltd PTTEP Bengara I Co Ltd PTTEP Australia Pty Ltd
PTTEP Australia Offshore Pty Ltd
PTTEP Australia Perth Pty Ltd
PTTEP Australia Browse Basin Pty Ltd
PTTEP Australasia Pty Ltd
PTTEP Australasia (Finance) Pty Ltd PTTEP Australasia (Petroleum) Pty Ltd PTTEP Australasia (Tullian) Pty Ltd PTTEP Australasia (Operations) Pty Ltd
PTTEP Australasia (Ashmore Cartier) Pty Ltd
PTTEP Australasia (Staff) Pty Ltd
Bangladesh Limited
JV Shore Base limited PTTEP South Asia Limited JV Marine