Jse - Picl Clarification Regarding Offer For Energ
JSE - PICL CLARIFICATION REGARDING OFFER FOR ENERGY AFRICA
Petronas International Corporation Ltd
(Incorporated in Labuan, Malaysia)
(A wholly-owned subsidiary of Petroliam Nasional Berhad)
Not for release, publication or distribution in or into Australia,
Canada, Japan or the United States of America
PICL CLARIFICATION REGARDING OFFER FOR ENERGY AFRICA
Petronas International Corporation Ltd ("PICL") announced on 5 September
2002 its intention to make a final cash offer to acquire the entire
issued share capital of Energy Africa Limited ("Energy Africa"), other
than those shares already held by Engen Limited ("Engen"), PICL or their
concert parties (the "Offer Shares") for a cash consideration of
ZAR43.75 per Energy Africa share (the "Offer Price") (the "Offer"). On
6 September 2002, PICL announced that it had acquired 8.6 per cent of
Energy Africa through market purchases on the JSE Securities Exchange
South Africa.
Recent media and market commentary regarding the Offer has included
speculation that PICL may increase the Offer, and the Offer was designed
to encourage a "white knight" to make a competing offer for Energy
Africa. In the interest of avoiding further confusion, PICL wishes to
clarify the following:
PICL now controls 65.3% of Energy Africa and has no intention of
disposing of its investment. The Offer confirms PICL`s intention to
consolidate further its control of Energy Africa.
The Offer was specifically structured as a final Offer to give certainty
to Energy Africa shareholders and to avoid the price speculation that
invariably accompanies transactions of this nature. PICL hereby
confirms that it will not increase the Offer Price and that it is bound
by the provisions of the Securities Regulation Code on Takeovers and
Mergers and the Rules of the Securities Regulation Panel in this regard.
The Offer is conditional. The conditions include:
PICL receiving acceptances in respect of not less than 90 per cent of
the Offer Shares; and
PICL not becoming aware of any material adverse change with regard to
Energy Africa`s present business, continued existence, assets, revenues
or financial position.
PICL has no intention of waiving these conditions at this stage.
Energy Africa shareholders should evaluate the Offer in the context of
the risk that the Offer may not be declared unconditional.
Date: 12/09/2002 07:14:00 AM Produced by the JSE SENS Department
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