AAK Arawak

 

TIDMAAK 
 
RNS Number : 5515O 
Rosco SA 
09 March 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 
 
 
+------------------------------------+------------------------------------+ 
|                                    |                       9 March 2009 | 
+------------------------------------+------------------------------------+ 
 
 
 
 
RECOMMENDED AND INCREASED CASH OFFER 
for 
ARAWAK ENERGY LIMITED 
by 
ROSCO S.A. 
(a member of the Vitol Group) 
 
 
EXTENSION OF ACCEPTANCE PERIOD 
TO ARAWAK SHAREHOLDERS 
 
 
On 30 January 2009 Rosco S.A. ("Rosco") announced that the offer document 
("Offer Document") containing the full terms and conditions of its Offer for 
Arawak Energy Limited (together with the Form of Acceptance) had been posted to 
Arawak Shareholders that day and that the Offer would expire at 3.00 p.m. London 
time (and 10.00 a.m. Ontario time) on 9 March 2009. 
 
 
Extension of the Offer 
 
 
Rosco today announces that the Offer is extended and will remain open for 
acceptance until 3.00 p.m. London time (11.00 a.m. Ontario time) on 24 March 
2009, unless otherwise extended, and Rosco will not declare that the Offer is 
wholly unconditional and will not take up any Arawak Shares tendered prior to 
that time. 
 
 
Posting of Supplemental Offer Document and Arawak Board Recommendation 
 
 
As set out in the Offer Document, the Offer is considered an insider bid under 
Canadian securities regulations as a result of Rosco (with its affiliates) being 
a significant shareholder of Arawak. Accordingly, without a waiver of this 
requirement being granted, a formal valuation of the Arawak Shares by an 
independent valuator would have been required to be included in the Offer 
Document. On 29 January 2009 the OSC granted an order which provided that Rosco 
had been exempted from the requirement to include the formal valuation in the 
Offer Document provided that, among other things: (i) Rosco would prepare and 
despatch to Arawak Shareholders a document (the "Supplemental Offer Document") 
incorporating the formal valuation, or a summary thereof, within seven days of 
receiving it from the independent valuator (that is, Macquarie); and (ii) the 
Arawak Board would prepare and despatch an amendment (the "Supplemental 
Directors' Circular") to the Directors' Circular to include any material 
information regarding the valuation and its impact (if any) on the Arawak 
Board's recommendation of the Offer, within seven days of receiving the 
valuation from the independent valuator 
 
 
The Valuation, as prepared by Macquarie, was received by Rosco on 6 March 2009 
(further details on the formal valuation requirement and the terms of the OSC 
Order are in the Offer Document, and particularly, in paragraph 8 of Part 2 of 
the Offer Document) and Rosco is pleased to announce that it will post the 
Supplemental Offer Document to Arawak Shareholders on 10 March 2009 together 
with the Supplemental Directors' Circular. 
 
 
For the reasons set out in the Supplemental Directors' Circular, the Arawak 
Board continue to recommend that Arawak Shareholders accept the Offer. 
 
 
As set out in paragraph 18(c) of Part 2 of the Offer Document, Rosco gave an 
undertaking to the OSC not to declare that the Offer is wholly unconditional and 
not to take up any Arawak Shares tendered until 14 days after each of the 
Supplemental Directors' Circular and the Supplemental Offer Document had been 
sent to Arawak Shareholders. 
 
 
Copies of the Supplemental Offer Document and the Supplemental 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 Supplemental Offer Document and the Supplemental Directors' 
Circular may also 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 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. 
 
Acceptance Condition 
 
 
Due to the conflicting regulatory regimes of Canada and the United Kingdom, with 
the consent of the Panel and the OSC, valid acceptances received by Rosco prior 
to the satisfaction or waiver of all other Conditions, shall be deemed not to 
have been received for the purposes of determining if the acceptance condition 
(as defined in Section B of Part 3 of the Offer Document) has been satisfied, 
until such time as Rosco declares that the Offer has become wholly unconditional 
and that it will take-up the Arawak shares tendered. 
 
 
Capitalised terms used and not defined in this announcement have the same 
meanings given to them in the Offer Document. 
 
 
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 +1 
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 
 
 OUPJLMITMMTMBJL 
 

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