Arawak Offer by Rosco - Directors' Circular Change
11 3월 2009 - 4:00PM
UK Regulatory
TIDMAAK
RNS Number : 6349O
Arawak Energy Limited
11 March 2009
Arawak ENERGY LIMITEd
Whiteley Chambers, Don Street, St. Helier, Jersey JE4 9WG
LSE & TSX TRADING SYMBOL: AAK
11 MARCH 2009
FOR IMMEDIATE RELEASE
RECOMMENDED CASH OFFER FOR ARAWAK BY ROSCO S.A.
NOTICE OF CHANGE TO DIRECTORS' CIRCULAR
Arawak Energy Limited ("Arawak" or the "Company") announces that it has posted
to Arawak Shareholders a notice of change to the Directors' Circular issued on
30 January 2009 (the "Supplemental Directors' Circular") relating to the
recommended and increased cash offer to be made by Rosco S.A. ("Rosco") for the
entire issued and to be issued common share capital of Arawak not already held
by Rosco and its affiliates at a price of CAD 1.00 per share (the "Offer").
The Supplemental Directors' Circular contains additional information regarding
the formal valuation of the Arawak Shares prepared by an independent valuator
(the "Valuation") as required under Canadian securities laws as a result of
Rosco (with its affiliates) being a significant shareholder in Arawak. The
Valuation, prepared by Macquarie Capital Markets Canada Ltd ("Macquarie"), was
received by Arawak and Rosco on 6 March 2009. A revised Offer Document (the
"Supplemental Offer Document"), incorporating the Valuation, has been posted to
Arawak Shareholders together with the Supplemental Directors' Circular.
The Valuation reflects the opinion of Macquarie that as at 5 March 2009, Arawak
Shares have a fair market value of between CAD 0.90 and CAD 1.15 per share. On
review of the Valuation and having been advised by the RBC Capital Markets, the
Board of Directors reiterates that it considers the terms of the Offer to be
fair and reasonable and in the best interests of Shareholders. The Board of
Directors also reiterates its unanimous recommendation that Shareholders accept
the Offer and tender their shares to the Offer.
Copies of the Supplemental Directors' Circular and Rosco's Supplemental Offer
Document will 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 documents will also be
available on Arawak's website (www.arawakenergy.com) and on SEDAR
(www.sedar.com).
Capitalised terms used, but not defined, in this announcement have the same
meanings as given to them in the Offer Document.
Enquiries:
+-------------------------------------+-------------------------------------+
| Arawak Energy Limited | Tel: +44 20 7973 4285 |
| Alastair McBain | |
| Charles Carter | |
| Tanya Pang | |
| | |
+-------------------------------------+-------------------------------------+
| RBC Capital Markets | Tel: +44 20 7653 4804 |
| Sarah Wharry | |
| | |
+-------------------------------------+-------------------------------------+
Pursuant to Rule 2.10 of the Code, Arawak confirms that it has 182,644,452
common shares of no par value in issue and admitted to trading on the Main
Market of the London Stock Exchange and the Toronto Stock Exchange.
The International Securities Identification Number for Arawak's common shares is
ISIN: JE00B2QY9G86.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any
person is, or becomes, "interested" (directly or indirectly) in 1% or more of
any class of "relevant securities" of Arawak, all "dealings" in any "relevant
securities" of that company (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 pm (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 a potential offeror or by 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 Takeover 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 (http://www.thetakeoverpanel.org.uk/new/). 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.
Notes to editors
Arawak's Common Shares are listed for trading on both the TSX and the LSE under
the symbol "AAK". The Company is engaged in the exploration, development and
production of oil and natural gas in Kazakhstan, Russia and Azerbaijan. In
Kazakhstan, the Company holds five producing fields and two exploration blocks.
The Company has a 40% participating interest in the Saigak producing block
acquired in June 2008. The remaining assets are held through its 100%
wholly-owned subsidiary Altius Energy Corporation ("Altius"). Altius' main
producing field is Akzhar with smaller fields at Besbolek, Karataikyz and
Alimbai. The two exploration blocks East Zharkamys III and Tamdykol are also
situated in western Kazakhstan. Arawak's producing assets in Russia are held
through ZAO PechoraNefteGas ("PNG") and LLC NK Recher-Komi ("Recher-Komi") in
which Arawak has a 50% interest with the remaining interest being held by Lundin
Petroleum AB. Also in Russia, Arawak holds a 100% interest in the Kymbozhyuskaya
exploration block and in the South Sotchemyu appraisal block. In Azerbaijan, the
Company's asset is its interest in the Exploration Development and Production
Sharing Agreement ("EDPSA") for the South West Gobustan oil and gas fields. CGL,
a company registered in Anguilla, British West Indies, in which the Company has
a 37.17% interest, holds an 80% interest in the EDPSA with the remaining 20%
held by an affiliate of SOCAR. The remaining 62.83% share in CGL is held by two
affiliates of the project operator, CNPC.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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