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Tullow Oil plc - Offer to Energy Africa Limited 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 circulars dated
4 May 2004 and 17 June 2004 and the announcements dated 4 May 2004, 25 May 2004,
28 May 2004 and 15 June 2004 containing details of an offer by Tullow to
Shareholders to acquire all or any part of their holding in Energy Africa (`the
Offer`). Tullow gave notice on the 15 June 2004 of its intention to acquire
compulsorily, in terms of S440K of the Companies Act, No 61 of 1973 as amended
(`the Act`)(`S440K`) the Energy Africa shares held by those Shareholders who had
not accepted the Offer (`the Remaining Shareholders`) on the same terms and
conditions as those contained in the Offer.
A circular was sent to the Remaining Shareholders on 17 June 2004, incorporating
the S440K notice and a further form of acceptance. Remaining Shareholders were
given up to 17:00 pm on Wednesday 28 July 2004 (`the S440K Offer Period`) to
accept the Offer. The compulsory acquisition of remaining Energy Africa shares
became effective on Thursday 29 July 2004.
2. Results of the Offer (including the results of the S440K Offer Period).
Shareholders representing 103,351,191 shares in Energy Africa (being 99.93
percent of the shares in respect of which the Offer was made) have accepted the
Offer, as follows:
* Shareholders representing 71,411,228 shares in Energy Africa accepted the
cash offer;
* Shareholders representing 31,939,963 shares in Energy Africa accepted the
share alternative.
3. Settlement of the consideration
Certificated Shareholders
Certificated Shareholders who had accepted the Offer by 17:00pm on Wednesday 28
July 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
Wednesday 4 August 2004.
Tullow acquired compulsorily the Energy Africa shares of those Certificated
Shareholders who had not accepted the Offer by 17:00pm on Wednesday 28 July 2004
(`Remaining Certificated Shareholders), on Thursday 29 July 2004 for a cash
(ZAR) consideration of R32.246 per Energy Africa share. The proceeds will be
held in trust by Energy Africa for the benefit of the relevant Remaining
Certificated Shareholders. All Remaining Certificated Shareholders are
encouraged to forward their the relevant documents of title and the form of
acceptance to Computershare Investor Services 2004(Pty) Ltd, telephone number
(2711) 370-7700, P.O. Box 61051, Marshalltown, 2107 upon which settlement of the
proceeds can be arranged.
Dematerialised shareholders
Dematerialised Shareholders who had accepted the Offer by 17:00pm on Wednesday
28 July 2004 will have their accounts held by the CSDP or broker credited by the
transfer secretaries by Wednesday 4 August 2004 (or a Tullow share certificate
if the share alternative was elected).
Tullow acquired compulsorily the Energy Africa shares of those Dematerialised
Shareholders who had not accepted the Offer by 17:00pm on Wednesday 28 July 2004
(`Remaining Dematerialised Shareholders), on Thursday 29 July 2004 for a cash
(ZAR) consideration of R32.246 per Energy Africa share. All Remaining
Dematerialised Shareholders will have their accounts held by the CSDP or broker
credited by the transfer secretaries on the fifth business day following advice
being given by STRATE to the transfer secretaries.
4. Termination of listing
The listing of Energy Africa shares on the JSE Securities Exchange South Africa
was terminated with effect from the commencement of trading on Monday 2 August
2004.
References in this document to ZAR means the official currency of South Africa.
Sandton
03 August 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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