Offer Update
31 1월 2009 - 2:38AM
UK Regulatory
TIDMAAK
RNS Number : 5925M
Rosco SA
30 January 2009
Not for release, publication or distribution in whole or in part, in or into or
from Australia or Japan or any other jurisdiction where to do so would
constitute a violation of the relevant laws of such jurisdiction.
FOR IMMEDIATE RELEASE
+------------------------------------+------------------------------------+
| | 30 January 2009 |
+------------------------------------+------------------------------------+
RECOMMENDED AND INCREASED CASH OFFER
for
ARAWAK ENERGY LIMITED
by
ROSCO S.A.
(a member of the Vitol Group)
POSTING OF OFFER DOCUMENTATION
TO ARAWAK SHAREHOLDERS
Further to the announcement on 16 January 2009 of its increased and recommended
offer, Rosco S.A. is pleased to announce that the offer document dated 30
January 2009 ("Offer Document") containing the full terms and conditions of the
Offer is being posted to Arawak Shareholders today, together with the Form of
Acceptance.
To accept the Offer in respect of Arawak Shares, the Form of Acceptance should
be completed, signed and returned, or an Electronic Acceptance (for holdings in
CREST) or Book-Entry Transfer (for holdings in CDS) made, in accordance with the
instructions set out in the Offer Document and the Form of Acceptance so as to
be received or settled as soon as possible and, in any event, by no later than
3.00 p.m. London time (10.00 a.m. Ontario time) on Monday, 9 March 2009. Holders
of Arawak Shares in CREST should read paragraph 16(b) of Part 3 of the Offer
Document and ensure that Electronic Acceptance and settlement are made no later
than 3.00 p.m. London time (10.00 a.m. Ontario time) on Monday, 9 March 2009.
Holders of Arawak Shares through a participant of CDS should read paragraph
16(c) of Part 3 of the Offer Document and ensure that a Book-Entry Transfer is
effected prior to 3.00 p.m. London time (10.00 a.m. Ontario time) on Monday, 9
March 2009.
Copies of the Offer Document and the Directors' Circular will shortly be
available for inspection at the UK Listing Authority's Document Viewing
Facility, which is situated at: The Financial Services Authority, 25 The North
Colonnade, Canary Wharf, London E14 5HS. The Offer Document and the Directors'
Circular will also available on Arawak's website (www.arawakenergy.com) and on
SEDAR (www.sedar.com).
Copies of the Offer Document and the Directors' Circular may be obtained
from Computershare Investor Services Inc. at 100 University Ave 9th Floor,
Toronto Ontario, M5J 2Y1, Attn: Corporate Actions, or from Computershare
Investor Services PLC, at The Pavilions, Bridgwater Road, Bristol BS13 8AE,
United Kingdom, Attn: Corporate Actions Projects, or by calling Computershare
on:
* if calling from within Canada: 1 800 564 6253 between 8:30 a.m. and 8:00 p.m.
Ontario time;
* if calling from within the UK: 0870 703 6056 between 9:00 a.m. and 5:00 p.m.
London time; or
* if you are calling from outside Canada or the UK: +1 514 982 7555 between 8:30
a.m. and 8:00 p.m. Ontario time, or you can call the numbers set out above.
Terms defined in the Offer Document have the same meanings in this announcement.
Enquiries:
The information agent appointed by Rosco S.A. is Kingsdale Shareholder Services
Inc. who can be contacted at 1-800-775-5159 (within North America) or
416-867-2272 (outside North America).
This announcement does not constitute an offer to sell or an invitation to
purchase or subscribe for any securities or the solicitation of an offer to buy
or subscribe for any securities pursuant to the Offer or otherwise. The Offer is
being made solely by the Offer Document and the Form of Acceptance accompanying
the Offer Document which contains the full terms and conditions of the Offer
including details of how the Offer may be accepted. The Offer Document and Form
of Acceptance are being made available to those Arawak Shareholders who are able
to receive them, as a result of the laws of the jurisdictions in which they are
resident. Arawak Shareholders should read the Offer Document and Form of
Acceptance (if they are able to receive them) as they contain important
information.
The Offer is not being made, directly or indirectly, in or into or by use of the
mails or any other means or instrumentality (including, without limitation,
telephonic or electronic) of interstate or foreign commerce of, or any facility
of a national, state or other securities exchange of Australia or Japan, and the
Offer will not be capable of acceptance by any such use, means, instrumentality
or facility or from within Australia or Japan. Accordingly, copies of formal
documentation relating to Offer are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed in or into or from
Australia or Japan and persons receiving this announcement (including
custodians, nominees and trustees) must not distribute or send them into or from
Australia or Japan. Doing so may render invalid any related purported acceptance
of the Offer.
The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in any such
jurisdictions into which this announcement is released, published or distributed
should inform themselves about and observe such restrictions.
The laws of the relevant jurisdictions may affect the availability of the Offer
to persons who are not resident in the United Kingdom or Canada. Persons who are
not resident in the United Kingdom or Canada, or who are subject to laws of any
jurisdiction other than the United Kingdom or Canada, should inform themselves
about, and observe, any applicable requirements. Any person (including nominees,
trustees and custodians) who would, or otherwise intends to, forward this
announcement, the Offer Document and the Form of Acceptance or any accompanying
document to any jurisdiction outside the United Kingdom or Canada should refrain
from doing so and seek appropriate professional advice before taking any action.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent or more of any class of
"relevant securities" of Arawak, all "dealings" in any "relevant securities" of
Arawak (including by means of an option in respect of, or a derivative
referenced to, any such "relevant securities") must be publicly disclosed by no
later than 3.30 p.m. (London time) on the London business day following the date
of the relevant transaction. This requirement will continue until the date on
which the Offer becomes, or is declared, unconditional as to acceptances, lapses
or is otherwise withdrawn or on which the "offer period" otherwise ends. If two
or more persons act together pursuant to an agreement or understanding, whether
formal or informal, to acquire an "interest" in "relevant securities" of Arawak,
they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of Arawak by Rosco or Arawak, or by any of their respective
"associates", must be disclosed by no later than 12.00 noon (London time) on the
London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest"
by virtue of the ownership or control of securities, or by virtue of any option
in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in any doubt as to whether or not you are required
to disclose a "dealing" under Rule 8, you should consult the Panel.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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