Corporate M&A – Ratio returns with increased offer for Pharos Energy

Corporate M&A – Ratio returns with increased offer for Pharos Energy

(Originally posted on August 7, 2026)

On 7 August 2026, Ratio Petroleum Energy announced an increased recommended all-cash offer to acquire Pharos Energy.

This follows Serica Energy’s competing offer on 26 July, which had briefly displaced Ratio as the recommended bidder for Pharos.

Under the increased Ratio offer, Pharos shareholders would receive 28.8183 pence in cash per share, plus a 4.0 pence per share special dividend. Pharos shareholders who qualified also retain the FY25 final dividend of 0.9317 pence per share, which was paid on 17 July 2026. This takes the aggregate amount to be received by Pharos shareholders to 33.75 pence per share.

The increased Ratio offer values Pharos’ issued and to be issued ordinary share capital at approximately £146.4 million. It represents a small increase on Serica’s offer, which valued Pharos at 33.6 pence per share including the FY25 final dividend.

The Pharos Board has now switched its recommendation back to Ratio. It has withdrawn its recommendation of the Serica offer and will not proceed with posting a Serica scheme document to Pharos shareholders.

This is the third major step in the Pharos sale process in less than two months. We looked at the original Ratio offer here, and the subsequent Serica counter-offer here.

Offer comparison

A comparison of the three offers is shown in the table below:

Item

Ratio offer

Serica offer

Increased Ratio offer

Announcement date

24 June 2026

26 July 2026

7 August 2026

Offer structure

Recommended cash acquisition by scheme of arrangement

Recommended cash acquisition by scheme of arrangement

Recommended cash acquisition by scheme of arrangement

Cash consideration

23.0683p/share

28.6683p/share

28.8183p/share

Special dividend

4.0p/share

4.0p/share

4.0p/share

FY25 final dividend

0.9317p/share

0.9317p/share, already paid to qualifying shareholders

0.9317p/share

Total value to Pharos shareholders

28.0p/share

33.6p/share

33.75p/share

Cash + special dividend component

27.0683p/share

32.6683p/share

32.8183p/share

Implied equity value

c.£124.3m

c.£145.7m

c.£146.4 million

Board recommendation

Previously recommended

Recommendation now withdrawn

Now recommended

Current position

Superseded by increased Ratio offer

No scheme document to be posted

Current recommended offer