BLVN.L Regulatory News (BLVN)

15 Jan 2007 07:03

BowLeven Plc15 January 2007 Not for release, publication or distribution, in whole or in part, in or into or from the United States, Canada, Australia or Japan 15 January 2007 Recommended Offer by BowLeven plc ("BowLeven") for FirstAfrica Oil plc("FirstAfrica") Offer Unconditional as to Acceptances As at 3.00pm on 12 January 2007, valid acceptances had been received in respectof 2,371,314,068 FirstAfrica Shares (representing approximately 88.62 per cent.of FirstAfrica's existing issued share capital). Prior to the posting of the Offer Document, BowLeven had received irrevocableundertakings from the FirstAfrica Directors that own FirstAfrica Shares andcertain other FirstAfrica Shareholders to accept the Offer in respect of, inaggregate, 776,935,971 FirstAfrica Shares representing approximately 29.04 percent. of the existing issued FirstAfrica Shares. Of these irrevocableundertakings BowLeven has received valid acceptances from, in aggregate,776,885,971 FirstAfrica Shares, representing approximately 29.03 per cent. ofthe existing issued FirstAfrica Shares. Mr Robert Rainey, one of the FirstAfricaDirectors that provided an irrevocable undertaking prior to posting of the OfferDocument in respect of 50,000 FirstAfrica Shares, representing approximately0.0019 per cent. of the existing issued FirstAfrica Shares, has indicated thathe has accepted the Offer but the Receiving Agent has not, as at the date ofthis announcement, been able to confirm acceptance with respect to theseFirstAfrica Shares. On 3 August 2006, Mr Jerry Anthony, then a director of BowLeven, purchased24,280 FirstAfrica Shares representing approximately 0.0009 per cent. of theexisting issued FirstAfrica Shares. Mr Jerry Anthony died on 30 December 2006.Acceptances for these FirstAfrica Shares have not been received. The BowLeven Board announces that it is lowering its valid acceptance conditionfrom 90 per cent. to 50 per cent. of the FirstAfrica Shares to which the Offerrelates. Accordingly, the BowLeven Board also announces that the Offer made byJefferies International Limited on behalf of BowLeven plc for FirstAfrica Oilplc has been declared unconditional as to acceptances. The Offer remains open for acceptance until further notice. Until such time as Jefferies International Limited declares the Offer whollyunconditional, the Offer remains subject to all the other conditions as set outin the Offer Document dated 22 December 2006. Terms defined in the Offer Document dated 22 December 2006 have the same meaningin this announcement, except that the BowLeven Board now no longer includes MrJerry Anthony. ENQUIRIESFor further information contact: BowLeven plcKevin Hart, Chief Executive Officer 00 44 (0)777 193 4974 Jefferies InternationalRichard Kent 00 44 (0)20 7618 3713 Hoare Govett LimitedAndrew Foster 00 44 (0)20 7678 8000Sean Wegerhoff Maitland 00 44 (0)20 7379 5151Alastair CrabbeNeil Bennett FirstAfrica Oil plcJohn Bentley, Executive Chairman 00 44 (0)20 7408 7630 N M Rothschild & Sons LimitedNeeve Billis 00 44 (0)20 7280 5000 M:CommunicationsPatrick d'Ancona 00 44 (0)20 7153 1547 The BowLeven Directors accept responsibility for the information contained inthis announcement. To the best of the knowledge of the BowLeven Directors (whohave taken all reasonable care to ensure that such is the case), the informationcontained in this announcement for which they are taking responsibility is inaccordance with the facts and contains no omission likely to affect the importof such information. Jefferies International Limited, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting as financial adviser toBowLeven in connection with the Offer and no-one else and will not beresponsible to anyone other than BowLeven for providing the protections affordedto customers of Jefferies International Limited or for providing advice inrelation to the Offer. Hoare Govett Limited, which is regulated in the United Kingdom for the conductof investment business by the Financial Services Authority, is acting forBowLeven as Nominated Adviser and corporate broker in connection with the Offerand no-one else and will not be responsible to anyone other than BowLeven forproviding the protections afforded to customers of Hoare Govett Limited, nor forproviding advice in relation to the matters described herein. N M Rothschild & Sons Limited, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting for FirstAfrica inconnection with the Offer and no-one else and will not be responsible to anyoneother than FirstAfrica for providing the protections afforded to clients of N MRothschild & Sons Limited or for providing advice in relation to the Offer. This Announcement does not constitute, or form part of, an offer or aninvitation to purchase or subscribe for any securities. The Offer is made solelythrough the Offer Document, the Information Memorandum, an advertisement in anational newspaper in the UK, and the Form of Acceptance. BowLeven hasdispatched such documents to FirstAfrica Shareholders (and for information only,to participants (if any) in the FirstAfrica Share Option Scheme and to theholders of warrants under the Warrant Instrument) and has placed suchadvertisement. The Offer Document and the Form of Acceptance together containthe full terms and conditions of the Offer, including details of how to acceptthe Offer. Any acceptance or other response to the Offer should be made only onthe basis of the information contained within the Offer Document, theInformation Memorandum and the Form of Acceptance. The availability of the Offer to persons who are not resident in the UnitedKingdom may be affected by the laws of their relevant jurisdiction. Such personsshould inform themselves of, and observe, any applicable legal or regulatoryrequirements of their jurisdiction. Further details in relation to overseasshareholders will be contained in the Offer Document. The Offer Document and theInformation Memorandum will be made available for public inspection in theUnited Kingdom. These written materials are not an offer of securities for sale in the UnitedStates. Securities may not be offered or sold in the United States absentregistration under the US Securities Act of 1933 (the "US Securities Act") or anexemption therefrom. BowLeven has not registered and does not intend to registerany of its ordinary shares under the US Securities Act. The New BowLeven Shareswill not be offered or sold to the public in the United States. Unless otherwise determined by BowLeven and subject to any dispensation requiredfrom the Panel, the Offer will not be made, directly or indirectly, in or intoor by the use of the mails of, or by any means or instrumentality (including,without limitation, telephonically or electronically) of interstate or foreigncommerce of, or through any facilities of a national securities exchange of, theUnited States, Canada, Australia or Japan or any other jurisdiction if to do sowould constitute a violation of the relevant laws of such jurisdiction, and theOffer, when made, should not be accepted by any such use, means, instrumentalityor facilities or from or within the United States, Canada, Australia or Japan orany such other jurisdiction. Accordingly, copies of this Announcement are notbeing, and must not be mailed or otherwise forwarded, distributed or sent in,into or from the United States, Canada, Australia or Japan and all personsreceiving this Announcement (including nominees, trustees and custodians) mustnot mail or otherwise forward, distribute or send it in, into or from the UnitedStates, Canada, Australia or Japan. Doing so may render invalid any purportedacceptance of the Offer. Notwithstanding the foregoing, BowLeven will retain theright to permit the Offer to be accepted and any sale of securities pursuant tothe Offer to be completed if, in its sole discretion, it is satisfied that thetransaction in question can be undertaken in compliance with applicable law andregulation. 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% or more of any class of "relevantsecurities" of BowLeven or of FirstAfrica, all "dealings" in any "relevantsecurities" of that company (including by means of an option in respect of, or aderivative referenced to, any such "relevant securities") must be publiclydisclosed by no later than 3.30 pm (London time) on the London business dayfollowing the date of the relevant transaction. This requirement will continueuntil the date on which the offer becomes, or is declared, unconditional as toacceptances, lapses or is otherwise withdrawn or on which the "offer period"otherwise ends. If two or more persons act together pursuant to an agreement orunderstanding, whether formal or informal, to acquire an "interest" in "relevantsecurities" of BowLeven or of FirstAfrica, they will be deemed to be a singleperson for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of BowLeven or of FirstAfrica or any of their respective"associates", must be disclosed by no later than 12.00 noon (London time) on theLondon business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website atwww.thetakeoverpanel.org.uk . "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on thePanel's website. If you are in any doubt as to whether or not you are requiredto 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