| Tue 4 May 2004, 8:37 | | ENERGY AFRICA LIMITED - FIRM INTENTION BY TULLOW |
|
ENERGY AFRICA LIMITED - FIRM INTENTION BY TULLOW OIL PLC TO MAKE AN OFFER TO
ACQUIRE THE ENTIRE ISSUED SHARE CAPITAL OF ENERGY
AFRICA LIMITED AND FURTHER CAUTIONARY ANNOUNCEMENT
ENERGY AFRICA LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1995/007140/06)
JSE Share Code: ENR
ISIN Number: ZAE 000010427
FIRM INTENTION BY TULLOW OIL PLC ("TULLOW") TO MAKE AN OFFER TO ACQUIRE THE
ENTIRE ISSUED SHARE CAPITAL OF ENERGY AFRICA LIMITED ("ENERGY AFRICA") AND
FURTHER CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Further to the cautionary announcements dated 20 November 2003, 5 January 2004,
16 February 2004 and 26 March 2004, the Board of Directors of Energy Africa
("the Board") announces that Tullow has advised that it intends to acquire all
of the issued share capital of Energy Africa for a total consideration of US$
500 million ("the Offer"). Tullow has also advised that it has received
irrevocable undertakings to accept the Offer from shareholders representing an
aggregate of approximately 90.5 per cent of the existing issued share capital of
Energy Africa.
2. OFFER CONSIDERATION
The Offer provides for Energy Africa shareholders to receive a cash
consideration of US$ 4.8346 per share payable in the Rand equivalent of that
amount. The exchange rate to be used to calculate the Rand equivalent will be
based on an exchange rate quoted by Reuters over the seven consecutive business
days ending on (and including) the day prior to the date on which the Offer
becomes, or is declared, wholly unconditional ("Exchange Rate"). This Exchange
Rate will be announced on SENS on the day the Offer becomes, or is declared,
wholly unconditional. Using a notional exchange rate of Rand 6.89/US$1, the
cash consideration is equivalent to Rand 33.31 per share. As an alternative to
receiving their consideration in cash, shareholders who are neither residents of
the Common Monetary Area nor emigrants from the Common Monetary Area who
purchased Energy Africa shares using blocked assets may elect to receive some or
all of their consideration in new ordinary shares in Tullow to be listed on the
London Stock Exchange ("LSE") and the Irish Stock Exchange ("ISE")("New Ordinary
Shares") on the basis of a ratio of 2.86493 New Ordinary Shares for each Energy
Africa share.
ABN AMRO South Africa has given written confirmation to the Securities
Regulation Panel that Tullow has the necessary resources required to implement
the Offer.
3. CONDITIONS PRECEDENT
The Offer is subject to:
A. Energy Africa shareholders holding not less than 90 per cent (or such
lesser percentage as Tullow may decide) of the shares in Energy Africa accepti
the Offer by no later than 25 May 2004 (or such later date as Tullow may
decide);
B. The passing at Tullow"s EGM to be held on 27 May 2004 of the resolution
required to approve, implement and effect the Offer and the acquisition by
Tullow of the Energy Africa shares pursuant thereto and the issue of new shares
by Tullow. The passing of the resolution will require a 75 per cent majority of
the votes cast at the EGM;
C. Admission of shares in Tullow to be issued (i) to listing on the Official
List of the UK Listing Authority ("UKLA") and the ISE becoming effective in
accordance with the Listing Rules of the UKLA and the ISE; and (ii) to trading
on the market for listed securities of the LSE and the ISE becoming effective in
accordance with the UKLA Listing Rules, or agreement to the foregoing to
listing/trading by the UKLA, ISE and LSE, subject only to allotment of such
shares and the Offer becoming, or being declared, wholly unconditional in all
respects;
D. No dividends being declared by Energy Africa since 4 May 2004;
E. No governmental or regulatory body or court in any jurisdiction having
intervened prior to the conditions in A, B and C above being met which would or
might reasonably be expected (in any case, to an extent which is material with
regard to the present operations, business, continued existence, assets,
revenues or financial position of Energy Africa) to make the Offer, its
implementation or the acquisition by Tullow of Energy Africa void, illegal
and/or unenforceable in any relevant jurisdiction, or otherwise directly or
indirectly restrain, prevent, prohibit or restrict the same or impose additional
conditions or obligations with respect to the Offer or require amendment to the
terms of the Offer;
F. Tullow not becoming aware prior to the conditions in A, B and C above being
met of any adverse effect, fact or circumstance which is or might reasonably be
expected to be material, meaning any effect, fact or circumstance which has an
adverse effect of ten per cent. or more, with regard to the present operations,
business, continued existence, assets, revenues or financial position of Energy
Africa or the Energy Africa Group.
4. RESPONSE TO THE OFFER
Tullow has advised that it intends to publish the Offer today, 4 May 2004. The
Board will respond to the Offer within 14 days after publication thereof. The
Board has appointed Goldman Sachs International and Rothschild as independent
financial advisers to furnish opinions in respect of the Offer.
5. CAUTIONARY ANNOUNCEMENT
Energy Africa shareholders are advised to continue to exercise caution when
dealing in their Energy Africa shares until a further announcement regarding the
Offer is made.
Cape Town
4 May 2004
Goldman Sachs International and Rothschild are acting for Energy Africa Limited
and no one else in connection with the matters referred to above and neither
Goldman Sachs International nor Rothschild will be responsible to anyone other
than Energy Africa for providing the protections afforded to their clients.
Merrill Lynch South Africa (Pty) Limited is acting as sponsor to Energy Africa
in connection with the Offer and no one else and will not be responsible to
anyone other than Energy Africa for providing the protections afforded to
customers of Merrill Lynch South Africa (Pty) Limited nor for providing advice
in relation to the Offer.
Enquiries:
Energy Africa Ltd Rhidwaan Gasant +27 21 400 7618
