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Tullow - Offer To Energy Africa Limited (energy Africa) Shareholders
Release Date: 15/06/2004 07:00:06 Code(s): ENR
Tullow - Offer to Energy Africa Limited (`Energy Africa`) shareholders
Tullow Oil plc
(`Tullow`)
(Incorporated in England & Wales)
(Registration number 3919249)
Results of Offer to Energy Africa Limited (`Energy Africa`) shareholders
1. Introduction
Energy Africa shareholders (`Shareholders`) are referred to the circular dated 4
May 2004 and the announcements dated 4 May 2004, 25 May 2004 and 28 May 2004
containing details of an offer by Tullow to Shareholders to acquire all or any
part of their holding in Energy Africa for a cash consideration of US$4.8346
being equivalent to R32.246 per share (`the Offer`). 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 on the date on which the Offer
closes.
2. Results of the Offer
Shareholders representing 97,752,559 shares in Energy Africa (being 94.52
percent of the shares in respect of which the Offer was made) have accepted the
Offer. Of these:
- Shareholders representing 71,307,458 shares in Energy Africa accepted
the cash offer;
- Shareholders representing 26,445,101 shares in Energy Africa accepted
the share alternative.
3. 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 percent of the
Energy Africa shares. As the Offer has been accepted by the holders of more than
90 percent of the issued share capital of Energy Africa, Tullow hereby gives
notice of its intention to acquire compulsorily, in terms of S440K, the Energy
Africa shares held by those Energy Africa shareholders who have not accepted the
Offer (`the Remaining Shareholders`) on the same terms and conditions as those
contained in the Offer.
A circular will be sent to the Remaining Shareholders on 17 June 2004,
incorporating the S440K notice and a further form of acceptance. Remaining
Shareholders will be given up to 28 July 2004 (`the S440K Offer Period`)(or the
date of dismissal of any application made to the Court in terms of S440K if
later) to accept the Offer. The Energy Africa shares of those Remaining
Shareholders who do not respond as detailed above will be acquired compulsorily
by Tullow and the consideration will be paid in cash in ZAR and held in trust by
Energy Africa, for the benefit of the relevant Energy Africa shareholder.
4. Settlement of the consideration
Certificated Shareholders
Certificated Shareholders who have accepted the Offer by 12:00pm (South African
time) on Friday 11 June 2004 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 by Friday 18 June 2004.
Those Shareholders who have not yet accepted the Offer and who accept the Offer
during the S440K Offer Period will have a cheque (or a Tullow share certificate
if the share alternative is 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 have accepted the Offer by 12:00pm (South
African time) on Friday 11 June 2004 will have their accounts held by the CSDP
or broker credited by the transfer secretaries by Friday 18 June 2004.
Those Shareholders who have not yet accepted the Offer and who accept the Offer
during the S440K Offer Period 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 by Friday 18 June 2004 if they accepted the
Offer before 12:00pm (South African time) on Friday 11 June or on the fifth
business day following advice of acceptance being given by STRATE to the
transfer secretaries if they accept the Offer during the S440K Offer Period.
5. Suspension and termination of listing
Application has been made to the JSE Securities Exchange South Africa (`JSE`) to
suspend the listing of Energy Africa shares on the JSE with effect from the
commencement of trading on Thursday 17 June 2004. Application has also been
made to terminate the listing of Energy Africa`s shares on the JSE with effect
from the commencement of trading on Monday 2 August 2004.
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
15 June 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.
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