AAK Arawak

 

TIDMAAK 
 
RNS Number : 4185P 
Rosco SA 
24 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 
 
 
+------------------------------------+------------------------------------+ 
|                                    |                      24 March 2009 | 
+------------------------------------+------------------------------------+ 
 
 
 
 
RECOMMENDED AND INCREASED CASH OFFER 
for 
ARAWAK ENERGY LIMITED 
by 
ROSCO S.A. 
(a member of the Vitol Group) 
 
 
OFFER EXTENDED AND 
DECLARED WHOLLY UNCONDITIONAL 
AND COMPULSORY ACQUISITION PROCEDURE COMMENCED 
 
 
 
 
Offer wholly unconditional and Rosco to take up the Arawak Shares 
 
 
Rosco S.A. ("Rosco") announces that as at 3.00 p.m. London time (11.00 a.m. 
Ontario time) today, 24 March 2009, it had received valid acceptances of the 
Offer in respect of a total of 99,155,506 Arawak Shares representing 
approximately 54.28 per cent of the issued common share capital of Arawak and 
approximately 92.68 per cent of the Arawak Shares to which the Offer relates. 
 
 
Rosco today declares that, all Conditions to the Offer having been satisfied or 
waived, the Offer is unconditional in all respects and that Rosco will take up 
and pay for the 99,155,506 Arawak Shares validly tendered in accordance with the 
Offer, within 3 business days. 
 
 
Extension 
 
 
Rosco today also announces that the Offer is extended and will remain open for 
acceptance until 3.00 p.m. London time (10.00 a.m. Ontario time) on 7 April 
2009, unless otherwise extended. 
 
 
Forms of Acceptance not yet returned should be completed and returned in 
accordance with the instructions set out in the offer document dated 30 January 
2009 ("Offer Document") and in the Form of Acceptance as soon as possible. 
 
 
Commencement of Compulsory Acquisition 
 
 
As Rosco has received acceptances under the Offer in respect of not less than 
nine-tenths in number of the Arawak Shares to which the Offer relates, it is now 
entitled to exercise its rights pursuant to the provisions of Articles 117 and 
118 of the Companies Law to acquire compulsorily the remaining Arawak Shares to 
which the Offer relates (construed in accordance with Part 18 of the Companies 
Law). 
 
 
Accordingly, Rosco will shortly be posting formal notices under Article 117 of 
the Companies Law to Arawak Shareholders who have not yet accepted the Offer. 
 
 
Delisting of Securities 
 
 
As Rosco has received sufficient acceptances under the Offer, notice is hereby 
given that Rosco will: (i) procure that Arawak makes application to the Toronto 
Stock Exchange for the de-listing of Arawak Shares from such exchange; and (ii) 
procure that Arawak makes applications to the UK Listing Authority for the 
cancellation of listing of Arawak Shares on the Official List and to the London 
Stock Exchange for the cancellation of admission to trading in Arawak Shares on 
its market for listed securities. 
 
 
As provided in the Offer Document, the cancellation of the listing of the Arawak 
Shares on the Official List of the London Stock Exchange will not occur earlier 
than 20 business days after the time of this announcement, being the time at 
which the Offer has been declared unconditional in all respects. Accordingly, it 
is anticipated that the cancellation will take effect on Friday, 24 April 2009. 
 
 
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 
 
 OUPJIMPTMMTTBLL 
 

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