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TULLOW OIL PLC - OFFER TO ENERGY AFRICA LIMITED (`ENERGY AFRICA`) SHAREHOLDERS
DECLARED UNCONDITIONAL IN ALL RESPECTS AND EXTENSION OF OFFER.
TULLOW OIL PLC
(Incorporated in England & Wales)
(Registration number 3919249)
(`Tullow`)
OFFER TO ENERGY AFRICA LIMITED (`ENERGY AFRICA`) SHAREHOLDERS DECLARED
UNCONDITIONAL IN ALL RESPECTS AND EXTENSION OF OFFER.
1. Introduction
Tullow notified the Energy Africa Board of Directors (`Energy Africa
Board`) on 3 May 2004 of Tullow`s firm intention to make an offer for the
entire issued share capital of Energy Africa (`Energy Africa Shares`)(`the
Offer`). A circular to Energy Africa shareholders (`Shareholders`) was
posted on 4 May 2004 (`the Circular`).
Shareholders` attention is drawn to the announcement published on SENS and
in the press on 25 May 2004 stating that the Offer for the entire share
capital of Energy Africa is declared unconditional as to acceptances and
remains conditional, inter alia, on the passing at the Extraordinary
General Meeting (`EGM`) of Tullow on 27 May 2004 of a resolution to
approve, implement and effect the Offer (`the Resolution`).
The Resolution was duly passed and this condition has now been satisfied.
Accordingly the board of Tullow announces that the Offer is now
unconditional in all respects.
2. The consideration
As disclosed in the Circular, the consideration is US$4.8346 per Energy
Africa Share in cash to be converted to and payable in ZAR on the basis of
the 16:00 London US$:Rand mid exchange rate as quoted by Reuters and
published on FT.com and in the Financial Times, over the seven consecutive
business days ending on (and including) 27 May 2004 of US$1:R6.67 Hence
Shareholders will receive R32.246 per Energy Africa Share. As detailed in
the Circular, Shareholders (who are not residents of, nor emigrants from,
the Common Monetary Area who purchased Energy Africa shares using blocked
assets) may elect to receive all or part of the consideration attributable
to them as 2.86493 new shares in Tullow per Energy Africa share held prior
to the date on which the Offer closes.
3. Settlement of the consideration
Certificated Shareholders
Certificated Shareholders who have not yet accepted the Offer by 12:00pm
today and surrendered the relevant documents of title and the form of
acceptance to the transfer secretaries will have a cheque (or a Tullow
share certificate if the share alternative was elected) dispatched to them
on Friday 4 June 2004.
Those Shareholders who have not accepted the Offer will have a cheque (or a
Tullow share certificate if the share alternative was elected) dispatched
to them on the fifth business day following the receipt of the relevant
documents of title and the form of acceptance by the transfer secretaries.
Dematerialised shareholders
Dematerialised Shareholders who not yet have accepted the Offer by 12:00pm
today will have their accounts held by the CSDP or broker credited by the
transfer secretaries on Friday 4 June 2004.
Those Shareholders who have not accepted the Offer will have their accounts
held by the CSDP or broker credited by the transfer secretaries on the
fifth business day following advice of acceptance being given by STRATE to
the transfer secretaries.
Dematerialised Shareholders who have elected the share alternative will be
dispatched Tullow share certificates on Friday 4 June 2004 if they have
accepted the Offer before 12:00 today or on the fifth business day
following advice of acceptance being given to the CSDP or broker.
4. Offer extended
The Offer will remain open for acceptances for a further 14 days.
Shareholders should note the following revisions to the timetable as set
out in the Circular:
The last day to trade to be eligible to participate in the Offer is close
of trading on 4 June 2004. The Offer closes at 12:00 on 11 June 2004. The
record date of the Offer is close of trading on 11 June 2004.
5. Compulsory acquisition in terms of section 440K of the Companies Act
S440K of the Companies Act, No 61 of 1973 as amended (`the Act`)(`S440K`)
entitles Tullow to acquire the shares of Shareholders who do not accept the
Offer, if acceptances are received in respect of at least 90 per cent. of
the Energy Africa Shares. Tullow had by 12:00pm on 25 May 2004 received
valid acceptances representing approximately 92.9 per cent. of the issued
share capital of Energy Africa and hence intends to invoke the provisions
of S440K to acquire compulsorily the remaining Energy Africa Shares on 15
June 2004. An announcement invoking S440K and detailing the results of the
Offer will be made by Tullow on 15 June 2004.
Once S440K is invoked, a circular will be sent to Shareholders who have not
accepted the Offer on the 17 June 2004, incorporating the notice envisaged
by S440K and a further form of acceptance. Shareholders will be given six
weeks to accept the Offer (including the share election if so desired).
After this period the remaining Energy Africa Shares will be acquired
compulsorily by Tullow under S440K and the consideration for such Energy
Africa Shares will be paid in cash.
References in this document to US$ or US$ cents means the official currency
of the United States. References in this document to ZAR, Rand or R means
the official currency of South Africa.
Sandton
28 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: 28/05/2004 12:06:04 PM Produced by the JSE SENS Department
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