Offer Update
March 24 2009 - 1:33PM
UK Regulatory
TIDMAAK
RNS Number : 4185P
Rosco SA
24 March 2009
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.
FOR IMMEDIATE RELEASE
+------------------------------------+------------------------------------+
| | 24 March 2009 |
+------------------------------------+------------------------------------+
RECOMMENDED AND INCREASED CASH OFFER
for
ARAWAK ENERGY LIMITED
by
ROSCO S.A.
(a member of the Vitol Group)
OFFER EXTENDED AND
DECLARED WHOLLY UNCONDITIONAL
AND COMPULSORY ACQUISITION PROCEDURE COMMENCED
Offer wholly unconditional and Rosco to take up the Arawak Shares
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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