Contact Information: Contact: Kingsdale Shareholder Services Inc. 1-800-775-5159 (within North America) or +1 416-867-2272 (outside North America).
Recommended and Increased Cash Offer for Arawak Energy Limited by ROSCO S.A. (a member of the Vitol Group)
Acceptance Level Following Extension of Offer
| Source: ROSCO S.A.
GENEVA--(Marketwire - March 10, 2009) - Rosco S.A. ("Rosco") announced yesterday, 9 March
2009, that its Offer for Arawak Energy Limited is extended and will remain
open for acceptance until 3.00 p.m. London time (11.00 a.m. Ontario time)
on 24 March 2009, unless otherwise extended, and Rosco will not declare
that the Offer is wholly unconditional and will not take up any Arawak
Shares tendered prior to that time.
Acceptance Levels
As at 5.00 p.m. London time (1.00 p.m. Ontario time) on 9 March 2009, Rosco
had received valid acceptances of the Offer in respect of a total of
88,626,925 Arawak Shares representing approximately 48.52 per cent. of the
issued common share capital of Arawak and approximately 82.84 per cent. of
the Arawak Shares to which the Offer relates.
The Arawak Shares currently held by Rosco or persons acting in concert with
Rosco together with the Arawak Shares in respect of which valid acceptances
of the Offer have been received represent in aggregate approximately 89.95
per cent. of the issued common share capital of Arawak.
The level of acceptances of the Offer referred to above includes
acceptances received pursuant to irrevocable undertakings entered into by
the Arawak Directors and Mancal Corporation (a company associated with one
of the Arawak Directors) in respect of 9,285,776 Arawak Shares, being their
entire holdings of Arawak Shares and representing approximately 5.08 per
cent. of the issued common share capital of Arawak.
None of the acceptances of the Offer referred to above were received from
persons acting in concert with Rosco.
All Arawak Shares in respect of which a valid acceptance of the Offer has
been received may be counted towards satisfaction of the acceptance
condition (being more than 50 per cent. of the voting rights then normally
exercisable at a general meeting of Arawak) to which the Offer is subject.
However, due to the conflicting regulatory regimes of Canada and the United
Kingdom, with the consent of the Panel and the OSC, valid acceptances
received by Rosco prior to the satisfaction or waiver of all other
Conditions, shall be deemed not to have been received for the purposes of
determining if the acceptance condition (as defined in Section B of Part 3
of the Offer Document) has been satisfied, until such time as Rosco
declares that the Offer has become wholly unconditional and that it will
take-up the Arawak shares tendered.
Save as referred to in this announcement or in the offer document dated 30
January 2009 ("Offer Document") containing the full terms and conditions of
the Offer, neither Rosco nor any person acting in concert with Rosco, had
an interest in or a right to subscribe for relevant securities of Arawak or
had any short position (whether conditional or absolute and whether in the
money or otherwise), including any short position under a derivative, any
agreement to sell or any delivery obligation or right to require another
person to purchase or take delivery of any relevant securities of Arawak
and neither Rosco nor any person acting in concert with Rosco had borrowed
or lent relevant securities of Arawak.
Compulsory Acquisition and Delisting
As stated in paragraph 10 of Part 2 of the Offer Document, if the Offer
becomes or is declared unconditional in all respects and Rosco receives
sufficient acceptances under the Offer, it will be Rosco's intention,
subject to receipt of applicable consents (if any), to (i) if Rosco
acquires at least 90 per cent. of the Arawak Shares to which the Offer
relates, 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); (ii) procure that Arawak makes application to the
Toronto Stock Exchange for the de-listing of Arawak Shares from such
exchange; and (iii) 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.
De-listing from the London Stock Exchange and the Toronto Stock Exchange
would significantly reduce the liquidity and marketability of any Arawak
Shares not tendered to the Offer, and could also result in adverse tax
consequences to Canadian Resident Holders as further described in
sub-paragraph 15(a)(iv) of Part 2 of the Offer Document. In addition, if
the Arawak Shares are de-listed from the Official List of the London Stock
Exchange, the Relationship Agreement between Arawak, Rosco and Vitol B.V.
would terminate, removing the protections afforded under that agreement.
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.
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.