Etablissements Maurel & Prom S.A. (ENXTPA:MAU) reached an agreement to acquire Wentworth Resources plc (AIM:WEN) from a group of sellers and other shareholders for £61.4 million on December 5, 2022. The transaction will be effected by way of a Court-sanctioned scheme of arrangement. Wentworth Shareholders will be entitled to receive 32.5 pence in cash per share. The consideration payable under the acquisition will be funded out of M&P's existing cash resources. The Directors of Wentworth will depart the business on completion of the acquisition. M&P does not intend to make any changes to the conditions of employment of Wentworth employees or to the balance of skills and functions of Wentworth employees and management.

The scheme has been unanimously recommended by Wentworth Directors. The acquisition will be subject to approval by majority of Wentworth shareholders of the scheme at the Court meeting and at the General meeting, sanction of the scheme by the Court, consent from the Minister responsible for petroleum affairs in Tanzania, consent from the Minister responsible for petroleum affairs in Tanzania, applicable requirements of the Code, the Panel, the Jersey Companies Law, the London Stock Exchange and the FCA. M&P has received irrevocable undertakings to vote in favour of the scheme from Vitol Energy (Bermuda) Ltd., Robert McBean, OVMK Vermogensbeheer holding 39,546,272 Wentworth shares representing approximately 22.32% and Wentworth Directors, Katherine Roe and Iain McLaren holding 464,556 Wentworth shares, representing approximately 0.26%. As of February 9, 2023, The Court Meeting and General Meeting are to be held on February 23, 2023. The completion of the acquisition of Wentworth Resources remains subject to these approvals by the Tanzanian authorities, which is expected in the second half of 2023. It is expected that the scheme will become effective in Q2 2023. As of March 20, 2023 the Company expects completion in Quarter 2 or Quarter 3 2023. As of July 20, 2023, the completion of the acquisition of Wentworth Resources remains subject to approvals by the Tanzanian authorities, closing of the transaction now expected in the second half of 2023.

Callum Stewart, Jason Grossman and Simon Mensley of Stifel acted as financial advisor of Wentworth. Samuel Merlin, Ernest Bell and Mario Doerflinger of Hannam & Partners acted as financial advisor of M&P. Hubert Segain, Laurence Vincent, Noémie Laurin, Rebecca Major, Emma Röhsler, Greg Mulley, Jean Meije, Mark Ife and Robert Moore of Herbert Smith Freehills LLP is acting as legal advisor to M&P and Tom Mercer of Ashurst LLP is acting as legal advisor to Wentworth as to English law in connection with the acquisition. M&P and Wentworth have respectively engaged Ogier (Jersey) LLP and Carey Olsen Jersey LLP as Jersey legal advisor. Link Group acted as registrar of Wentworth.