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ZARARA ENERGY LIMITED -
Zarara Energy Limited
(Incorporated in the Republic of South Africa)
(Registration number 1895/001078/06)
Share code: ZRR ISIN:ZAE000033080
("Zarara" or "the Company")
UPDATED CAUTIONARY ANNOUNCEMENT
Zarara shareholders are referred to the cautionary announcements dated 16
September 2003 and 2 October 2003 regarding the receipt by the board of
directors of Zarara ("the board") of an offer and a notice of a firm intention
to make an offer to acquire the entire issued share capital of Zarara from
Northridge Field Operations (Proprietary) Limited ("Northridge") and Buccoli
Investments CC ("Buccoli") respectively. The board has since received a notice
of a firm intention to make an offer from Eric Capital Limited ("Eric Capital")
and has also received a revised notice of a firm intention to make an offer from
Buccoli. Northridge"s offer remains unchanged.
Offer by Northridge
Northridge has offered to acquire the entire issued share capital of Zarara for
a cash consideration of 12 cents per share. The offer is conditional upon the
obtaining of the normal regulatory approvals required in a transaction of this
nature. Northridge intends to propose a scheme of arrangement in terms of
section 311 of the Companies Act (Act 61 of 1973), as amended ("the Companies
Act"), between Zarara and its shareholders.
Revised offer by Buccoli
Buccoli has notified the board that it intends to make an offer to acquire the
entire issued share capital of Zarara for a cash consideration of 12 cents per
share, increased to 12,5 cents per share in the event that it receives
acceptances in respect of more than 50,1% of the entire issued share capital of
Zarara, and increased further to 13 cents per share in the event that it
receives acceptances in respect of more than 90,0% of the entire issued share
capital of Zarara. In the event that Buccoli proposes a scheme of arrangement in
terms of section 311 of the Companies Act between Zarara and its shareholders,
the proposed offer will be 13 cents per share. The offer will be conditional
upon, inter alia, the following:
* the satisfactory completion of a due diligence investigation in respect of
Zarara and its subsidiaries; and
* the obtaining of the normal regulatory approvals required in a transaction
of this nature.
Offer by Eric Capital
Eric Capital has notified the board that it wishes to take control of Zarara by
way of an offer to Zarara shareholders to acquire their shares for a cash
consideration of 13 cents per share. Eric Capital"s intention is to inject
certain petroleum and petrochemical assets into Zarara, to change Zarara"s name
to Exol Holdings and to move its listing to the Oil & Gas sector of the JSE
lists. The offer will be conditional upon, inter alia, the following:
* the giving by a majority of the Zarara shareholders of irrevocable
undertakings to accept the offer;
* the approval of the offer by the board of Zarara;
* the satisfactory completion of a due diligence investigation in respect of
Zarara and its subsidiaries;
* the approval of the due diligence and the offer by the board of Eric
Capital;
* the obtaining of the normal regulatory approvals required in a transaction
of this nature; and
* the acceptance of the offer by a majority of Zarara shareholders.
Whilst the three offers are being evaluated, shareholders are advised to
continue to exercise caution when dealing in the Company"s shares until such
time as a further announcement is made by the Company.
Krugersdorp
8 October 2003
Corporate adviser and sponsor to Zarara PricewaterhouseCoopers Corporate Finance
(Proprietary) Limited(Registration number 1970/003711/07)
Attorneys to Zarara
Cliffe Dekker
Date: 08/10/2003 05:18:52 PM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
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