Caspian Sunrise Regulatory News (CASP)

19 Feb 2008 16:33

Roxi Petroleum Plc19 February 2008 Roxi Petroleum Plc(the "Company") Extension to the ADA Option and Update on FMS Investment The company is pleased to announce the option to acquire 50% interests in ADAand ADA Oil, which was due to expire on 31 March 2008, has been extended to 30September 2008. The consideration for this extension is $3.2m to be paid in cash, which isrefundable in the event the acquisition of interests in ADA and ADA Oil do notcomplete and is deductible from the purchase price upon completion. Other than the change to the exercise date the other changes to the terms of theoption are that the aggregate purchase price is $340m (previously $425m) and theCompany's shares are to be issued at 65 p per share (previously 80 p). All otherterms and conditions of the option are as detailed in the Company's AdmissionDocument of 31 January 2008. The option extension is a related party transaction under the AIM Rules as thecounterparties are Mr Kuat Oraziman, a director of the Company, and VertomInternational N.V. ("Vertom"), a company in which Mr Oraziman has an interest in50% of the share capital. With the exception of Mr Oraziman, the directors of the Company consider, havingconsulted with its nominated adviser, that the terms of the option extension arefair and reasonable in so far as its shareholders are concerned. Update on FMS investment On 12 December 2007, the Company entered into a non binding memorandum ofunderstanding ('MOU') with Vision FMS Korea Co. Ltd. ('FMS'). Under the MOU, FMSindicated its intention, prior to 29 February 2008, to enter into a subscriptionagreement to subscribe for 17,857,143 new Ordinary Shares in the Company at aprice of 70 pence per share ('the Subscription Agreement') for an aggregate cashconsideration of US$25m (based on an agreed exchange rate of US$2 : £1). The Company announces that FMS has not yet entered into the SubscriptionAgreement for these shares. In the event that FMS does enter into a SubscriptionAgreement, the funds subscribed would be paid by Roxi to the Eragon Vendors andVertom in lieu of shares, as detailed in the Company's Admission Document of 31January 2008. Investors are reminded that the completion of the Eragon acquisition, which issubject to Roxi shareholder approval at the General Meeting convened for 29 Feb2008, is not dependent upon FMS entering into the Subscription Agreement. Enquiries: Roxi Petroleum Plc Clive Carver Tel: +44 (0) 20 3207 3212College Hill Paddy Blewer/ Nick Elwes Tel: +44(0) 207 457 2020W H Ireland Ltd James Joyce/David Porter Tel: +44(0) 207 220 1666 This information is provided by RNS The company news service from the London Stock Exchange