Ratio Petroleum Energy LP has increased its recommended all-cash offer for Pharos Energy plc, placing the company’s equity value at approximately £146.4 million.
The revised proposal gives Pharos Energy plc shareholders 28.8183 pence in cash for each share, plus a 4 pence special dividend. Together, the two components are worth 32.8183 pence per share.
When the previously paid 0.9317 pence final dividend for the 2025 financial year is included, shareholders would receive a total of 33.75 pence per share.
The new terms are about 29.2% above Pharos Energy plc’s closing share price of 25.4 pence on 23 June 2026, the last trading day before Ratio announced its original proposal.
They are also approximately 0.5% higher than the competing offer from Serica Energy plc.
The Pharos Energy plc board had backed the Serica proposal after it was announced, withdrawing its earlier support for Ratio’s original bid. Following Ratio’s higher offer, the board has switched its recommendation back to the Ratio transaction and no longer supports the Serica proposal.
The board considers the revised financial terms fair and reasonable and is recommending that shareholders vote in favour of the Ratio scheme. It also does not plan to issue a scheme document for the Serica transaction.
Ratio Petroleum Energy LP has secured irrevocable undertakings covering approximately 173.9 million Pharos Energy plc shares, equal to around 41.76% of the company’s issued share capital.
Commitments representing approximately 19.55% of the issued share capital will remain in place even if a higher competing proposal is made.
A further 21.63% is covered by undertakings subject to additional conditions. These could fall away if a competing bidder announces an offer at least 15% above Ratio’s revised proposal before 11 August 2026 and Ratio does not match or exceed that offer under the applicable terms.
The acquisition is planned through a court-sanctioned scheme of arrangement under the UK Companies Act.
Shareholder meetings that had been scheduled for 17 August 2026 will be adjourned to give investors more time to review the increased proposal. A revised timetable will be announced separately.
The long stop date for the transaction has been extended to 15 July 2027.
Ratio Petroleum Energy LP said the higher cash consideration will be supported by an expanded irrevocable letter of credit from Israel Discount Bank.
