| Tue 25 May 2004, 18:01 | | OFFER FOR ENERGY AFRICA LIMITED - OFFER DECLARED U |
|
TULLOW OIL PLC - OFFER FOR ENERGY AFRICA LIMITED - OFFER DECLARED UNCONDITIONAL
AS TO ACCEPTANCES
Tullow Oil Plc
(Incorporated in England & Wales)
(Registration number 3919249)
(`Tullow`)
(Not for release, publication or distribution in or into the United States,
Canada, Australia or Japan)
TULLOW OIL PLC
OFFER FOR ENERGY AFRICA LIMITED
OFFER DECLARED UNCONDITIONAL AS TO ACCEPTANCES
The board of Tullow Oil plc (`Tullow` or the `Company`) announces that the Offer
for the entire issued share capital of Energy Africa Limited (`Energy Africa`)
is declared unconditional as to acceptances and will remain open for acceptance
until further notice.
As at 12.00 p.m. (South African time) on Tuesday, 25 May 2004, the first closing
date of the Offer, valid acceptances of the Offer had been received from the
holders of, in aggregate, 96,037,511 Energy Africa Shares, representing
approximately 92.9 per cent. of the issued share capital of Energy Africa. Of
such acceptances, holders of, in aggregate, 69,733,895 Energy Africa Shares,
representing approximately 67.4 per cent. of the issued share capital of Energy
Africa, have elected to receive their consideration in the form of cash. Holders
of, in aggregate, 26,303,616 Energy Africa Shares, representing approximately
25.4 per cent. of the issued share capital of Energy Africa, have elected to
receive their consideration in the form of New Tullow Shares.
The Offer remains conditional, inter alia, on the passing at the Extraordinary
General Meeting (`EGM`) of the Company convened for 12.00 p.m. (South African
time) on Thursday, 27 May 2004 of the Resolution to approve, implement and
effect the Offer. A further announcement will be made on Friday, 28 May 2004.
In the event that the Offer becomes or is declared wholly unconditional, Tullow
intends to invoke the provisions of S440K of the Companies Act, 1973 (Act 61. of
1973) as amended, of South Africa, to compulsorily acquire the remaining Energy
Africa Shares. Should S440K be invoked, and consequently Tullow acquires the
shares of all the Energy Africa Shareholders in accordance with S440K, Energy
Africa will apply to the JSE Securities Exchange to be delisted. Energy Africa
will also apply for the delisting of the Global Depositary Shares from the
Luxembourg Stock Exchange.
Energy Africa Shareholders who have not yet accepted the Offer are, therefore,
encouraged to complete the Form of Acceptance enclosed with the Offer Document
and return it, together with supporting documents, to the transfer secretaries
to the Offer, Computershare Investor Services 2004 (Proprietary) Limited, at PO
Box 61051, Marshalltown 2107, South Africa as soon as possible.
Terms used in this announcement shall have the same meaning as in the Listing
Particulars dated 4 May 2004 which were sent to Tullow Shareholders and Energy
Africa Shareholders.
Sandton
25 May 2004
South African investment bank
Nedbank Capital, a division of Nedcor Limited
Lead financial adviser and joint sponsor
ABN AMRO Corporate Finance Limited
South African legal counsel
Deneys Reitz Inc.
Date: 25/05/2004 05:51:37 PM Produced by the JSE SENS Department
