| Fri 8 Nov 2002, 14:52 | | Petronas International Corporation Ltd - Energy Af |
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Petronas International Corporation Ltd - Energy Africa Offer To Close
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
ENERGY AFRICA OFFER TO CLOSE
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, PICL or their concert parties, for a final cash
consideration of ZAR43.75 per Energy Africa share (the "Offer"). The Offer
opened on 27 September 2002, the date PICL posted the formal Offer document to
Energy Africa shareholders, and the final and last closing date of the Offer is
12 November 2002. The Offer was specifically structured to provide certainty to
Energy Africa shareholders given the risks inherent in Energy Africa`s
operations and the related volatility in its share price.
PICL`s intentions
The Petroliam Nasional Berhad ("PETRONAS") group has a long-term commitment to
South Africa and the region; to date, PICL has invested approximately ZAR5
billion in South Africa, making PICL one of South Africa`s largest foreign
direct investors. As noted in the formal Offer document, PICL intends to
preserve Energy Africa`s South African base and African identity and expects
that, following the Offer, Energy Africa will continue to be a locally managed
exploration and production company as part of the enlarged PETRONAS group.
For the reasons indicated in the formal Offer document, PICL also intends to
more actively utilise its control of Energy Africa. Since its Offer on 27
September 2002, PICL has further consolidated its majority shareholding in
Energy Africa and currently controls, directly and indirectly, 65.3 per cent of
Energy Africa. Energy Africa has expressed concerns regarding the governance of
Energy Africa. While PICL has not been actively involved in the management of
Energy Africa to date, PICL confirms that when it decides to exercise its rights
as the majority shareholder in Energy Africa, it will do so in accordance with
all relevant laws and regulations.
To avoid any misunderstandings, PICL notes that while compliance with the King
Report on Corporate Governance for South Africa 2002 (the "King Code") is
currently not compulsory, its intents and objectives are in line with PETRONAS`
own corporate practices and principles on corporate governance. PICL further
notes that under the Code of Corporate Practices and Conduct of the King Code
pertaining to board composition, "companies should be headed by an effective
board that can both lead and control the company. The board should comprise a
balance of executive and non-executive directors, preferably with a majority of
non-executive directors, of whom sufficient should be independent of management
so that shareholder interests (including minority interests) can be protected."
According to the King Code, "corporate governance principles were developed,
inter alia, because investors, with the era of the professional manager, were
worried about the excessive concentration of power in the hands of management."
Final Closing of the Offer
The Offer will be open until 12 November 2002 and remains until then an
attractive and certain opportunity for Energy Africa minority shareholders to
sell their Energy Africa shares. There is no guarantee that Energy Africa`s
share price will remain at its current level.
Johannesburg
8 November 2002
This press release has been approved by Morgan Stanley & Co. Limited of 25 Cabot
Square, Canary Wharf, London E14 4QA, United Kingdom solely for the purpose of
section 21(2)(b) of the UK Financial Services and Markets Act 2000.
Morgan Stanley South Africa (Pty) Limited is acting for PICL in connection with
the abovementioned transaction and no one else and will not be responsible to
anyone other than PICL for providing the protections offered to clients of
Morgan Stanley South Africa (Pty) Limited nor for providing advice in relation
to such transaction.
Date: 08/11/2002 12:26:48 PM Produced by the JSE SENS Department
