| Thu 24 Oct 2002, 18:21 | | Petronas International Corporation Ltd |
|
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 or
Japan
PICL`S CASH OFFER TO ENERGY AFRICA SHAREHOLDERS DECLARED UNCONDITIONAL, FINAL
CLOSING DATE AND NO EXTENSION STATEMENT
1. Background
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 final cash consideration of ZAR43.75 per Energy Africa
share (the "Offer Price") (the "Offer"). The Offer opened on 27 September 2002,
the date PICL posted the formal Offer document to Energy Africa shareholders.
PICL controls, directly and indirectly, 65.3 per cent of Energy Africa, and
intends to consolidate further, and more actively exercise, its control of
Energy Africa.
2. Final Offer
Since PICL`s announcement on 5 September 2002, Energy Africa`s board, excluding
the directors who are nominees of PICL and/or Engen, have made references to
possible alternatives for Energy Africa shareholders to realise value above the
Offer Price. Since the Offer Price is final, it cannot be increased in terms of
the Securities Regulation Code on Takeovers and Mergers and the Rules of the
Securities Regulation Panel (the "SRP Code") in any way, including through the
declaration by Energy Africa of a special dividend or any other means.
The Offer was specifically structured as a final offer to give certainty to
Energy Africa shareholders and to avoid the price and other speculation that
invariably accompanies transactions of this nature.
3. Possible consequences for Energy Africa shareholders
PICL has detailed the risks inherent in Energy Africa`s operations in the Offer
document and notes that:
* as long as Energy Africa remains listed after the Offer closes, its shares may
trade below the Offer Price;
* if PICL elects to buy Energy Africa shares, it may do so below the Offer
Price; and
* if any offers are made to Energy Africa shareholders, they may be conditional
(e.g. upon PICL accepting) and may be made at a price below the Offer Price.
PICL is of the opinion that no alternative offer involving a third party will
materialise, given that PICL controls 65.3 per cent of Energy Africa and is a
long-term holder of its investment, and that a buyer or buyers have accumulated
approximately 10.9 per cent of Energy Africa through market purchases at
marginally above the Offer Price.
In the interest of providing clarity to Energy Africa shareholders, it should be
noted that PICL`s advisers have attended only one meeting with Energy Africa`s
advisers at their request, which occurred on Friday, 18 October 2002 and in
which Energy Africa`s advisers provided their views as to the status of the
Offer and the two means by which they believed PICL might increase its final
Offer. The first of these related to PICL`s ability to make a further offer
after the Offer closes. PICL notes that this is not an alternative to the
Offer. In any event and as noted above, subsequent offers, if any, may be made
below the Offer Price. The second involved the payment of a special dividend to
Energy Africa shareholders other than PICL, which as noted above the SRP will
not allow, whether or not PICL and Energy Africa cooperate in this regard.
Therefore, Energy Africa shareholders who do not accept the Offer may not be
able to realise value above the Offer Price, particularly when the time value of
money and Energy Africa`s greatly reduced liquidity are considered.
4. Waiver of conditions
In keeping with PICL`s objectives to provide Energy Africa shareholders with a
certain and attractive opportunity to exit their investment in Energy Africa,
Energy Africa shareholders are hereby advised that all of the conditions to the
Offer, as outlined in section 5.2 of the formal Offer document, are waived by
PICL. The Offer is hereby declared unconditional in all respects as of 24
October 2002 and Energy Africa shareholders who accept the Offer or who have
already accepted the Offer will receive a cash consideration of ZAR43.75 per
Energy Africa share upon settlement which is to occur within five business days
of receipt of forms of acceptance and documents of title by the receiving agent
or advice of acceptances being given to their CSDP or broker, as the case may
be, but not before 29 October 2002.
5. Final closing date and no extension statement
The Offer period has been extended beyond the first closing date (29 October
2002) and will remain open to 12 November 2002, being the final and last closing
date of the Offer. The Offer will not be extended beyond 12 November 2002, and
PICL will be bound by rule 28.5 of the SRP Code relating to no extension
statements in this regard, specifically PICL will not be permitted to extend the
Offer beyond 12 November 2002.
6. Revised salient dates
* Last date to trade to be eligible to participate 5 November 2002
in the Offer
* Energy Africa shares trade ex the Offer 6 November 2002
* Period between which Energy Africa shares cannot 6 November 2002 to 12
be dematerialised or rematerialised November 2002
(inclusive)
* Record date 12 November 2002
Johannesburg
24 October 2002
Date: 24/10/2002 05:21:00 PM Produced by the JSE SENS Department
