Recommended and Increased Cash Offer for Arawak Energy Limited by Rosco S.A. (a Member of the Vitol Group)
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GENEVA, Mar 24 (MARKET WIRE) --
Not for release, publication or distribution in whole or in part, in or
into or from Australia or Japan or any other jurisdiction where to do so
would constitute a violation of the relevant laws of such jurisdiction.
Rosco S.A. ("Rosco") announces that as at 3.00 p.m. London time (11.00
a.m. Ontario time) today, 24 March 2009, it had received valid
acceptances of the Offer in respect of a total of 99,155,506 Arawak
Shares representing approximately 54.28 per cent of the issued common
share capital of Arawak and approximately 92.68 per cent of the Arawak
Shares to which the Offer relates.
Rosco today declares that, all Conditions to the Offer having been
satisfied or waived, the Offer is unconditional in all respects and that
Rosco will take up and pay for the 99,155,506 Arawak Shares validly
tendered in accordance with the Offer, within 3 business days.
Extension
Rosco today also announces that the Offer is extended and will remain open
for acceptance until 3.00 p.m. London time (10.00 a.m. Ontario time) on 7
April 2009, unless otherwise extended.
Forms of Acceptance not yet returned should be completed and returned in
accordance with the instructions set out in the offer document dated 30
January 2009 ("Offer Document") and in the Form of Acceptance as soon as
possible.
Commencement of Compulsory Acquisition
As Rosco has received acceptances under the Offer in respect of not less
than nine-tenths in number of the Arawak Shares to which the Offer
relates, it is now entitled to exercise its rights pursuant to the
provisions of Articles 117 and 118 of the Companies Law to acquire
compulsorily the remaining Arawak Shares to which the Offer relates
(construed in accordance with Part 18 of the Companies Law).
Accordingly, Rosco will shortly be posting formal notices under Article
117 of the Companies Law to Arawak Shareholders who have not yet accepted
the Offer.
Delisting of Securities
As Rosco has received sufficient acceptances under the Offer, notice is
hereby given that Rosco will: (i) procure that Arawak makes application to
the Toronto Stock Exchange for the de-listing of Arawak Shares from such
exchange; and (ii) procure that Arawak makes applications to the UK
Listing Authority for the cancellation of listing of Arawak Shares on the
Official List and to the London Stock Exchange for the cancellation of
admission to trading in Arawak Shares on its market for listed securities.
As provided in the Offer Document, the cancellation of the listing of the
Arawak Shares on the Official List of the London Stock Exchange will not
occur earlier than 20 business days after the time of this announcement,
being the time at which the Offer has been declared unconditional in all
respects. Accordingly, it is anticipated that the cancellation will take
effect on Friday, 24 April 2009.
Capitalised terms used and not defined in this announcement have the same
meanings given to them in the Offer Document.
Enquiries:
The information agent appointed by Rosco S.A. is Kingsdale Shareholder
Services Inc. who can be contacted at 1-800-775-5159 (within North
America) or +1 416-867-2272 (outside North America).
This announcement does not constitute an offer to sell or an invitation to
purchase or subscribe for any securities or the solicitation of an offer
to buy or subscribe for any securities pursuant to the offer or otherwise.
The offer is being made solely by the offer document and the form of
acceptance accompanying the offer document which contains the full terms
and conditions of the offer including details of how the offer may be
accepted. The offer document and form of acceptance are being made
available to those Arawak shareholders who are able to receive them, as a
result of the laws of the jurisdictions in which they are resident. Arawak
shareholders should read the offer document and form of acceptance (if
they are able to receive them) as they contain important information.
The Offer is not being made, directly or indirectly, in or into or by use
of the mails or any other means or instrumentality (including, without
limitation, telephonic or electronic) of interstate or foreign commerce
of, or any facility of a national, state or other securities exchange of
Australia or Japan, and the Offer will not be capable of acceptance by any
such use, means, instrumentality or facility or from within Australia or
Japan. Accordingly, copies of formal documentation relating to Offer are
not being, and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed in or into or from Australia or Japan and persons
receiving this announcement (including custodians, nominees and trustees)
must not distribute or send them into or from Australia or Japan. Doing so
may render invalid any related purported acceptance of the Offer.
The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in any such
jurisdictions into which this announcement is released, published or
distributed should inform themselves about and observe such restrictions.
The laws of the relevant jurisdictions may affect the availability of the
Offer to persons who are not resident in the United Kingdom or Canada.
Persons who are not resident in the United Kingdom or Canada, or who are
subject to laws of any jurisdiction other than the United Kingdom or
Canada, should inform themselves about, and observe, any applicable
requirements. Any person (including nominees, trustees and custodians) who
would, or otherwise intends to, forward this announcement, the Offer
Document and the Form of Acceptance or any accompanying document to any
jurisdiction outside the United Kingdom or Canada should refrain from
doing so and seek appropriate professional advice before taking any
action.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or
becomes, "interested" (directly or indirectly) in 1 per cent or more of
any class of "relevant securities" of Arawak, all "dealings" in any
"relevant securities" of Arawak (including by means of an option in
respect of, or a derivative referenced to, any such "relevant
securities") must be publicly disclosed by no later than 3.30 p.m.
(London time) on the London business day following the date of the
relevant transaction. This requirement will continue until the date on
which the Offer becomes, or is declared, unconditional as to acceptances,
lapses or is otherwise withdrawn or on which the "offer period" otherwise
ends. If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire an "interest" in
"relevant securities" of Arawak, they will be deemed to be a single
person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of Arawak by Rosco or Arawak, or by any of their respective
"associates," must be disclosed by no later than 12.00 noon (London time)
on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such
securities in issue, can be found on the Panel's website at
www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long
economic exposure, whether conditional or absolute, to changes in the
price of securities. In particular, a person will be treated as having an
"interest" by virtue of the ownership or control of securities, or by
virtue of any option in respect of, or derivative referenced to,
securities.
Terms in quotation marks are defined in the Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you
are required to disclose a "dealing" under Rule 8, you should consult the
Panel.
Enquiries:
Rosco S.A.
Kingsdale Shareholder Services Inc.
1-800-775-5159 (within North America)
+1 416-867-2272 (outside North America)
Copyright 2009, Market Wire, All rights reserved.
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