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Energy Africa Limited - Further Cautionary And Tullow Oil Plc Announcement
Energy Africa Limited
("the company")
(Incorporated in the Republic of South Africa)
(Registration number 1995/007140/06)
JSE code: ENR ISIN:ZAE000010427
FURTHER CAUTIONARY AND TULLOW OIL PLC ANNOUNCEMENT
Further to the cautionary announcement dated 20 November 2003 and the further
cautionary announcements dated 5 January 2004 and 16 February 2004, shareholders
are advised that the company has been informed by Engen Limited that it is still
engaged in the process which, when concluded, may lead to a change in control of
the company. The company has been informed by Tullow Oil plc ("Tullow") that it
has entered into an exclusivity agreement with Engen Limited and other
shareholders who, in aggregate, hold over 90% of the company"s issued share
capital and that Tullow is making the announcement set out below.
Accordingly, shareholders are advised to continue exercising caution when
dealing in the company"s securities until a further announcement is made.
Cape Town
26 March 2004
Independent adviser
Goldman Sachs International
Attorneys
Werksmans
Sponsor
Merrill Lynch South Africa (Pty) Limited
Goldman Sachs International are acting for Energy Africa Limited and no one else
in connection with the matters referred to above and will not be responsible to
anyone other than Energy Africa Limited for providing the protections afforded
to clients of Goldman Sachs International for providing advice in relation to
the matters referred to above.
Attachment follows:
(Not for release, publication or distribution in or into the United States,
Canada Australia or Japan)
TULLOW OIL PLC
DISCUSSIONS REGARDING ENERGY AFRICA LIMITED
AND SUSPENSION OF LISTING
The Board of Tullow Oil plc ("Tullow") notes the recent press speculation about
a substantial transaction and confirms that it is considering making an offer
for 100 per cent. of the share capital of Energy Africa Limited ("Energy
Africa") for US$500 million (approximately GBP276 million). To this end, Tullow
has signed agreements with shareholders holding in aggregate over 90 per cent.
of Energy Africa"s issued share capital that allow Tullow an exclusive period of
negotiations which may or may not lead to an offer being made by Tullow for
Energy Africa. Tullow has requested that Energy Africa grant Tullow access to
such information as may be necessary to allow Tullow to complete its final due
diligence.
It is currently envisaged that if an offer is made it will be in cash with a
share alternative. Shareholders who hold over 25 per cent. of Energy Africa and
who are non-residents of South Africa have indicated that they would accept new
Tullow shares in exchange for their Energy Africa shares. A substantial part of
the cash element of the offer consideration would be financed by a new debt
facility with the balance through new equity.
The Board of Tullow currently considers the possible acquisition to be
classified as a reverse takeover pursuant to The Listing Rules of the UK Listing
Authority and Irish Stock Exchange and therefore, in accordance with The Listing
Rules, the Company has requested that the listing of its ordinary shares be
suspended temporarily.
A further announcement will be made as soon as practicable.
Enquiries:
Tullow Oil plc Aidan Heavey Tom 020 7333 6800
Hickey
ABN AMRO Corporate Richard Kent 020 7678 8000
Finance
Hoare Govett Limited Andrew Osborne 020 7678 8000
Andrew Foster
Davy Corporate Finance Hugh McCutcheon +353 1 679
Ltd 6363
Citigate Dewe Rogerson Martin Jackson 020 7638 9571
Murray Consultants Joe Murray +353 1 498
Limited 0300
ABN AMRO Corporate Finance Limited, Hoare Govett Limited and Davy Corporate
Finance Ltd are acting for Tullow Oil plc and no one else in connection with the
matters referred to above and will not be responsible to anyone other than
Tullow Oil plc for providing the protections afforded to clients of ABN AMRO
Corporate Finance Limited, Hoare Govett Limited and Davy Corporate Finance Ltd
or for providing advice in relation to the matters referred to above.
This announcement does not constitute an offer or an invitation to purchase any
securities.
Date: 26/03/2004 10:29:33 AM Produced by the JSE SENS Department
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