Sheba Exploration (UK) plc
LSE : SHE

July 29, 2011 09:36 ET

Centamin Offer Unconditional in all Respects

                                                                                                   29 July 2011
                                                                                      GB00B02WHQ80/GBP/PLUS-exn

                                          SHEBA EXPLORATION (UK) PLC
                                          ("Sheba" or the "Company")

                                 Centamin Offer Unconditional in all Respects
                                                       
Introduction

Following  Sheba's announcement on 11 July 2011 in respect of Centamin Egypt Limited's ("Centamin") recommended
cash  and  share offer for the entire issued and to be issued share capital of Sheba (the "Offer"),  the  Sheba
Directors are pleased to announce that Centamin has today declared the Offer unconditional in all respects.

Offer update

All  of  the  conditions to the Offer, as set out in Centamin's offer document dated 11 July 2011  (the  "Offer
Document"),  have  now  been  satisfied  or waived and, accordingly, Centamin  has  today  declared  the  Offer
unconditional in all respects.

As  at  5.30  p.m. on 28 July 2011, valid acceptances of the Offer had been received in respect of  104,528,794
Sheba ordinary shares, representing approximately 91.25 per cent. of Sheba's issued ordinary share capital.

Prior to the announcement of the Offer on 11 July 2011, Centamin had received irrevocable undertakings from the
Sheba  Directors  in  respect of their entire beneficial holdings of Sheba ordinary shares and  Sheba  ordinary
shares to be issued pursuant to existing share options. Acceptances in respect of the Sheba Directors' existing
beneficial  holdings  of Sheba ordinary shares have been received pursuant to these undertakings,  representing
approximately 32.2 per cent. of Sheba's current issued ordinary share capital, and are included  in  the  total
number of valid acceptances referred to above.

The  Sheba Directors have also exercised their respective share options conditionally on the Offer becoming  or
being  declared  unconditional in all respects, and have irrevocably undertaken to tender  the  Sheba  ordinary
shares  to be issued pursuant to these share options (the "Option Shares") to the Offer. On the sale  of  these
Option Shares to Centamin, assuming no further acceptances have been received nor further Sheba ordinary shares
issued, Centamin will hold 91.8 per cent. of Sheba's then issued ordinary share capital.

Prior  to  the  announcement of the Offer on 11 July 2011, Centamin had also received irrevocable  undertakings
from  certain existing Sheba shareholders, whose total holdings, following the exercise of warrants,  represent
approximately 21.8 per cent. of Sheba's current issued ordinary share capital. Acceptances in respect of all of
these  Sheba  ordinary shares have been received pursuant to these undertakings and are included in  the  total
number of valid acceptances referred to above.

The  Offer, which remains subject to the terms set out in the Offer Document, is being extended and will remain
open for acceptance until further notice.
Sheba  shareholders  who  hold  Sheba ordinary shares in certificated form (that  is,  not  in  CREST),  should
complete, sign and return the Form of Acceptance in accordance with the instructions printed on it as  soon  as
possible.

Sheba  shareholders  who hold Sheba ordinary shares in uncertificated form (that is, in CREST),  should  comply
with the procedure for acceptance set out in paragraph 5.2 of the Offer Document as soon as possible.

Exercise of options

As  referred  to above, the Sheba Directors have exercised all their outstanding share options in the  Company,
conditionally on the Offer becoming or being declared unconditional in all respects, over a total of  7,000,000
Sheba ordinary shares as follows:

    (1) Henry Atkinson, Managing Director, has  conditionally  exercised  options over 3,500,000 Sheba ordinary
        shares. Of these options, 2,000,000 were  exercised at a  price of 3p per share and a further 1,500,000 
        were  exercised  at  a  price of 1.625p per share, for a total consideration of £84,375.  Following the 
        exercise of these  options  becoming effective, Mr Atkinson will hold 32,084,699 Sheba ordinary shares, 
        representing 26.40 per cent. of the total shares in issue;

    (2) Richard Brooker, Finance  Director, has  conditionally exercised  options over 1,750,000 Sheba ordinary
        shares.  Of these options, 1,000,000  were  exercised  at a price of 3p per share and a further 750,000 
        were exercised at a price of 1.625p per share, for a total consideration of £42,187.50.  Following  the 
        exercise of these options becoming effective, Mr Brooker and his connected  persons will hold 7,239,180 
        Sheba ordinary shares, representing 5.96 per cent. of the total shares in issue;

    (3) Gavin Conway, Non-Executive Director, has  conditionally  exercised  options  over a total of 1,750,000
        Sheba ordinary shares.  Of these options, 1,000,000  were  exercised  at  a price of 3p per share and a 
        further 750,000 were exercised at a price of 1.625p per share, for a total consideration of £42,187.50. 
        Following the exercise of these options becoming effective, Mr Conway will hold 4,585,245 Sheba ordinary 
        shares, representing 3.77 per cent. of the total shares in issue.

Following the exercise of these options becoming effective, the Sheba Directors will together be interested  in
43,909,124  Sheba ordinary shares, representing 36.13 per cent. of the Company's enlarged issued share  capital
of   121,545,790 Sheba ordinary shares.  All of the Sheba ordinary shares held by the Sheba Directors have been
tendered  to  the Offer, save for the Option Shares, which the Sheba Directors have irrevocably  undertaken  to
tender to the Offer.

Compulsory acquisition, delisting and cancellation of admission

Centamin intends to exercise its rights pursuant to the provisions of Chapter 3 of Part 28 of the Companies Act
2006  to acquire compulsorily any remaining Sheba ordinary shares in respect of which acceptances have not been
received on the same terms as the Offer.

Centamin  also  intends, as soon as it is practicable to do so, to procure that Sheba makes an  application  to
withdraw the Sheba ordinary shares from, and to cancel the admission of the Sheba ordinary shares to, the PLUS-
quoted  Market.  It is anticipated that such withdrawal and cancellation will take effect no  earlier  than  10
business days after the date of such application.

The Sheba Directors are responsible for the contents of this announcement.

Enquiries:

Sheba Exploration (UK) Plc
Richard Brooker
Tel: 00 353 87699 8401

St Helens Capital Partners LLP
Duncan Vasey/Mark Anwyl
Tel: 020 7368 6959


Contact Information

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