143211.01

FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION

(a) Full name of discloser:

Kea Petroleum Plc

(b) Owner or controller of interests and short

positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named.

(c) Name of offeror/offeree in relation to whose

relevant securities this form relates:

Use a separate form for each offeror/offeree

Kea Petroleum Plc

(d) Is the discloser the offeror or the offeree?

OFFEREE

(e) Date position held:

The latest practicable date prior to the disclosure

27 February 2015

(f) In addition to the company in 1(c) above, is the

discloser making disclosures in respect of any other party to the offer?

If it is a cash offer or possible cash offer, state "N/A"

NO

If YES, specify which:

2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

Class of relevant security:

Ordinary shares of 1.0 pence each in the offeree

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned

and/or controlled:

Nil

0

Nil

0

(2) Cash-settled derivatives:

Nil

0

Nil

0

(3) Stock-settled derivatives

(including options) and agreements to purchase/sell:

Nil

0

Nil

0

TOTAL:

Nil

0

Nil

0

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b) Rights to subscribe for new securities

Class of relevant security in relation to

which subscription right exists:

Nil

Details, including nature of the rights concerned and relevant percentages:

Nil


3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:
(a) Shares held by directors of Kea Petroleum Plc

Director

Number of Kea Petroleum Plc shares

Percentage of

existing Kea Petroleum Plc shares (93,986,957)

Ian

Gowrie- Smith

(1) as to 6,070,000, by Thornaby Limited, a company

owned by the trustee of the I R Gowrie Smith family settlement of which the discloser is both settlor and a discretionary beneficiary;

(2) as to 500,000, jointly by the discloser and the trustee of the Kea Petroleum PLC Joint Share Ownership Plan, under the terms of that plan (and which shares are included in the rule 8.3 disclosure to be made by the trustee of that plan);

(3) as to 860,000, by Transact Nominees Limited as trustee of a personal pension scheme for the benefit of the discloser; and

(4) as to the balance of 86,514, by the director personally.

Total: 7,516,514

6.46%

0.53%

0.92%

0.09%

Total: 8%

David Lees

(1) as to 6,744,400 by Ocarina Investments Limited, a

company owned by the trustees of The David J Lees Family Settlement. Settlor: David J Lees; Beneficiary: David J Lees; and

(2) as to the balance of 50,769 by the director personally.

Total: 6,795,169

7.18%

0.05%

Total: 7.23%

Peter

Wright

(1) as to 141,025 by the director personally; and

(2) as to 200,000, jointly by the discloser and the trustee of the Kea Petroleum PLC Joint Share Ownership Plan, under the terms of that plan (and which shares are included in the rule 8.3 disclosure to be made by the trustee of that plan).

Total: 341,025

0.15%

0.21%

Total: 0.36%

Peter

Mikkelsen

(1) as to 20,000 by the director personally.

0.02%

John

Bentley

(1) as to 51,282 by the director personally.

0.05%

(b) Directors' rights to subscribe to Kea Petroleum Plc shares

Director

Date of grant

Exercisable

from

Number of

shares

Exercise price

(p)

Ian Gowrie-

Smith

15/02/2010

15/02/2013

500,000

8

David Lees

15/02/2010

15/02/2013

500,000

8

Peter Wright

15/02/2010

15/02/2013

600,000

8

John Bentley

15/02/2010

15/02/2013

200,000

8

Peter Mikkelsen

15/02/2010

15/02/2013

200,000

8

4. OTHER INFORMATION

(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it:

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

None


(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to:
(i) the voting rights of any relevant securities under any option; or
(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state "none"

None

(c) Attachments
Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)

NO

Supplemental Form 8 (SBL)

NO

Date of disclosure:

2 March 2015

Contact name:

David Smith, Company Secretary

Telephone number:

0207 917 8500

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk. The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

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