| Thu 14 Nov 2002, 17:48 | | PICL CLOSES ITS OFFER FOR ENERGY AFRICA |
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PICL CLOSES ITS 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 or
Japan
PICL CLOSES ITS 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 for a
final cash consideration of ZAR43.75 (the "Offer Price") per Energy Africa share
(the "Offer") (the "firm intention announcement"). The Offer opened on 27
September 2002 and was closed on 12 November 2002. In addition, as required by
the Securities Regulation Code on Takeovers and Mergers and the Rules of the
Securities Regulation Panel, PICL made a comparable offer to all participants in
the Energy Africa Limited Share Incentive Scheme, being directors and employees
who were issued options in terms of this scheme (the "Option Offer").
As at 5 September 2002, the date of the firm intention announcement, PICL
controlled 58,458,464 Energy Africa shares indirectly through Engen, which
constitutes 56.7 per cent of the issued share capital of Energy Africa. Since
the date of the firm intention announcement, PICL acquired 8,831,043 Energy
Africa shares at the Offer Price, constituting 8.6 per cent of the issued share
capital of Energy Africa, and by the closing date of the Offer, PICL had
received acceptances of the Offer for 117,322 Energy Africa shares, constituting
0.1 per cent of the issued share capital of Energy Africa. PICL therefore
currently controls, directly and indirectly, 65.3 per cent of Energy Africa, and
has thereby further consolidated its shareholdings in Energy Africa.
In addition to these acceptances and despite the ZAR72.51 valuation claimed by
Energy Africa, all Energy Africa directors and employees who held Energy Africa
options accepted PICL`s Option Offer at the Offer Price, and Energy Africa
shareholders have sold at least a further 13.7 per cent(1) of Energy Africa`s
issued share capital since the day after the firm intention announcement to an
unknown buyer or buyers. Nearly all of these trades in Energy Africa shares,
including those conducted by Energy Africa directors, occurred within 3 per cent
of the Offer Price. Furthermore, 20 of the largest 25 Energy Africa minority
shareholders as at 5 September 2002, including Energy Africa`s two largest
minority shareholders, have divested all or some of their interests in Energy
Africa. Therefore, as a consequence of the Offer, a significant number of
Energy Africa minority shareholders have taken the opportunity to exit their
investment at an attractive price during a time of uncertainty when the share
prices of many other companies in the oil and gas sector have performed poorly.
Note:
(1) Calculated based on volumes traded on the JSE Securities Exchange of South
Africa according to I-Net excluding off-order book principal trades which are
known duplicated trades.
Johannesburg
14 November 2002
Date: 14/11/2002 05:45:00 PM Produced by the JSE SENS Department
