UPDATE 1-Bayerngas to buy Genesis Petroleum for 14.74 mln stg

* Proposal values the company at 8.7p/shr

* Genesis says terms of the proposal fair and reasonable

* Shares rise 6 pct

July 9 (Reuters) - Oil and gas explorer Genesis Petroleum Corp Plc GNSP.L said it agreed to be acquired by Oslo-based Bayerngas Norge for about 14.74 million pounds ($23.87 million) in cash.

The proposal, which values the company at 8.7 pence per share, represents a premium of about 5.5 percent over its Wednesday's closing price of 8.25 pence.

Genesis said it considered the terms of the proposal to be fair and reasonable.

"The Genesis directors believe that Bayerngas, with its greater financial resources, is better placed to benefit from the potential of the Genesis exploration portfolio," the company said in a statement.

Bayerngas Norge, a subsidiary of Germany's Bayerngas, is an independent oil and gas company focusing on exploration for and production of petroleum on the Norwegian and Danish continental shelf.

Shares of the company rose 6 percent to 8.75 pence by 1624 GMT on Thursday on the London Stock Exchange.

($1=.6174 pound) (Reporting by Purwa Naveen Raman in Bangalore; Editing by Anil D'Silva)