Closing of Share and Convertible Bond Offers
February 26 2009 - 9:06AM
UK Regulatory
TIDMIEC
RNS Number : 9547N
ONGC Videsh Ltd
26 February 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS IN THAT JURISDICTION
26 February 2009
RECOMMENDED CASH OFFER
FOR
Imperial Energy Corporation PLC ("Imperial Energy")
BY
Jarpeno Limited ("Jarpeno")
a wholly owned subsidiary of ONGC Videsh Limited
("OVL")
and for
the US$191.3 million 5.95 per cent. Guaranteed Convertible Bonds due
2014
ISIN Number XS0335233945 (the "Imperial Energy Convertible
Bonds")
issued by Imperial Energy Finance (Jersey) Limited ("Imperial Energy
Finance")
a wholly-owned subsidiary of Imperial Energy
by
Jarpeno
CLOSING OF SHARE OFFER AND CONVERTIBLE BOND OFFER, COMPULSORY ACQUISITION OF
IMPERIAL ENERGY SHARES AND CANCELLATION OF LISTING
1. Background
On 26 August 2008, OVL and Imperial Energy announced the terms of a
pre-conditional cash offer for the Imperial Energy Convertible Bonds (the
"Convertible Bond Offer").
On 26 August 2008, OVL and Imperial Energy also announced the terms of a
pre-conditional cash offer to be made by Jarpeno for the entire issued and to be
issued ordinary share capital of Imperial Energy (the "Share Offer" and together
with the Convertible Bond Offer, the "Offers"). On 11 November 2008 OVL
announced that both of the pre-conditions to the Share Offer had been satisfied.
The full terms and conditions of the Offers are set out in an offer document
issued by Jarpeno on 9 December 2008 (the "Offer Document").
On 31 December 2008, OVL declared the Share Offer wholly unconditional and also
declared the Convertible Bond Offer, which was conditional upon the Share Offer,
unconditional in all respects. OVL also announced that Imperial Energy would
make an application for the cancellation of the listing of the Imperial Energy
Shares on the Official List and for the cancellation of trading of the Imperial
Energy Shares on the London Stock Exchange's market for listed securities.
On 15 January 2009, OVL informed Imperial Energy Shareholders that the Share
Offer would close at 1.00 p.m. on 9 March 2009 and informed Imperial Energy
Convertible Bondholders that the Convertible Bond Offer would close at 1.00 p.m.
on 9 March 2009.
2. Closing of the Offers and cancellation of listing
The Offers will close at 1.00 p.m. on 9 March 2009.
An application for the cancellation of the listing of the Imperial Energy Shares
on the Official List and the cancellation of trading of the Imperial Energy
Shares on the London Stock Exchange's market for listed securities has been made
and cancellation is expected to take place on 9 March 2009.
3. Further acceptances
Imperial Energy Shareholders who wish to accept the Share Offer and who have not
done so and hold their shares in certificated form, should return their
completed Acceptance Form along with their share certificate(s) to arrive no
later than 1.00 p.m. on 9 March 2009 to Capita Registrars, Corporate Actions,
The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU.
Imperial Energy Shareholders who wish to accept the Share Offer and who have not
done so and hold their shares in uncertificated form (i.e. in CREST) should
refer to the instructions set out in paragraph 15.2 of Part II of the Offer
Document relating to the actions to be taken to accept the Share Offer.
Imperial Energy Shareholders who have any questions in relation to how they may
accept the Share Offer are requested to contact the Capita Registrars' helpline
on 0871 664 0321 (or +44 20 8639 3399 if calling from outside the UK) between
9.00 am and 5.30 pm (London time) on any Business Day. Calls to the 0871 664
0321 number cost 10 pence per minute plus your local service provider's network
extras. Additional Acceptance Forms are available from Capita Registrars at the
address set out above.
Imperial Energy Convertible Bondholders who wish to accept the Convertible Bond
Offer and who have not done so should refer to the instructions set out in
paragraph 16 of Part II of the Offer Document relating to the actions to be
taken to accept the Convertible Bond Offer.
Imperial Energy Convertible Bondholders should note that in accordance with the
terms and conditions of the Imperial Energy Convertible Bonds (the "Conditions")
as set out in the Offering Circular dated 14 December 2007 relating to the
Imperial Energy Convertible Bonds, each Imperial Energy Convertible Bondholder
has a right, pursuant to Condition 9(d), to require Imperial Energy Finance to
redeem such Imperial Energy Convertible Bond on the Relevant Event Put Date, at
its principal amount together with interest accrued to, but excluding such date.
Imperial Energy Bondholders should refer to the announcements made in this
respect on 8 January 2009, 12 January 2009 and 15 January 2009 or telephone the
Bank of New York Mellon Global Corporate Trust on +44 1202 689593 for further
information.
4. Compulsory Acquisition of Imperial Energy Shares
Today, 26 February 2009, being six weeks from the date of the compulsory
acquisition notices, the compulsory acquisition under Chapter 3 of Part 28 of
the Companies Act 2006 is complete and Jarpeno has acquired compulsorily all
outstanding Imperial Energy Shares on the same terms as the Share Offer.
Enquiries
+-------------------------------------+-------------------------------------+
| ONGC Videsh Limited | +91 11 2371 3790 |
| R.S. Butola | |
+-------------------------------------+-------------------------------------+
| Deutsche Bank (Financial Adviser | +44 (0) 20 7545 8000 |
| and Corporate Broker to Jarpeno and | |
| OVL) | |
| Omar Faruqui | |
| Martin Pengelley (Corporate | |
| Broking) | |
+-------------------------------------+-------------------------------------+
| College Hill (PR Adviser to OVL) | +44 (0) 20 7457 2020 |
| Tony Friend | |
| Paddy Blewer | |
+-------------------------------------+-------------------------------------+
Terms defined in the Offer Document have the same meaning when used herein.
Deutsche Bank AG is authorised under German Banking Law (competent authority:
BaFin - Federal Financial Supervisory Authority) and authorised and subject to
limited regulation by the Financial Services Authority. Details about the extent
of Deutsche Bank AG's authorisation and regulation by the Financial Services
Authority are available on request. Deutsche Bank AG is acting exclusively for
Jarpeno and OVL and no-one else in connection with the Offers and will not be
responsible to anyone other than Jarpeno or OVL for providing the protections
afforded to the clients of Deutsche Bank AG nor for providing advice in relation
to the Offers or any other matter referred to herein.
This announcement is for informational purposes only and does not constitute an
offer to sell or an invitation to purchase any securities or the solicitation of
an offer to buy any securities or the solicitation of an offer to buy any
securities, pursuant to the Offers or otherwise. The Offers have been made
solely by means of the Offer Document and the Acceptance Form accompanying the
Offer Document, which contains the full terms and conditions of the Offers,
including details of how the Offers may be accepted.
This announcement has been prepared for the purpose of complying with English
law and the City Code and the information disclosed may not be the same as that
which would have been disclosed if this announcement had been prepared in
accordance with the laws of jurisdictions outside the United Kingdom. The
release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law. Persons who are not resident in the
United Kingdom or who are subject to other jurisdictions should inform
themselves of, and observe, any applicable requirements.
Unless otherwise determined by Jarpeno or OVL or required by the City Code, and
permitted by applicable law and regulation, the Offers are not made, directly or
indirectly, in, into or from the Restricted Jurisdiction where to do so would
violate the laws in that jurisdiction, and the Offers are not capable of
acceptance from or within a Restricted Jurisdiction. Accordingly, copies of this
announcement and all documents relating to the Offers (including custodians,
nominees and trustees) must not mail or otherwise distribute or send them in,
into or from such jurisdictions as doing so may invalidate any purported
acceptance of the Offers.
The availability of the Share Offer to Imperial Energy Shareholders and the
Convertible Bond Offer to Imperial Energy Convertible Bondholders who are not
resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are resident. Persons who are not resident in the
United Kingdom should inform themselves of, and observe, any applicable
requirements.
The Offers are subject to the applicable requirements of the City Code, the
Panel, the London Stock Exchange and the Financial Services Authority.
If you are a resident of the United States, please read the following:
In accordance with normal UK market practice, Jarpeno or OVL, or their nominees,
or their brokers (acting as agents) may from time to time make certain purchases
of, or arrangements to purchase, Imperial Energy Shares, other than pursuant to
the Share Offer, before or during the period in which the Share Offer remains
open for acceptance. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices. Any
information about such purchases will be disclosed as required in the United
Kingdom.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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