Highlands Natural Resources Regulatory News (HNR)

15 Nov 2006 07:00

Hardman Resources Limited14 November 2006 STOCK EXCHANGE / MEDIA RELEASE RELEASE DATE: 15 November 2006 FOR FURTHER INFORMATION: Simon Potter, Chief Executive Officer +61 8 9261 7600 Hardman Shareholder Information Line:1300 302 137 within Australia+61 3 9415 4093 internationally MEDIA ENQUIRIES: Patrick HandleyBrunswick Group LLP+44 (0) 20 7404 5959 PAGES : 3 COURT APPROVES DISPATCH OF EXPLANATORY MEMORANDUM FOR RECOMMENDED OFFER FOR HARDMAN FROM TULLOW INDEPENDENT EXPERT CONSIDERS THE SCHEME IS IN THE BEST INTERESTS OF SHAREHOLDERS On 14 November 2006, the Federal Court of Australia ordered that a meeting ofshareholders(1) of Hardman Resources Limited (ASX: HDR; LSE: HNR) be held at9.30am on 18 December 2006 at the Burswood Convention Centre, Perth, WesternAustralia to enable a vote to be taken on the Hardman Scheme relating to theproposed acquisition of Hardman Resources by Tullow Oil plc (LSE: TLW) via aScheme of Arrangement. An Explanatory Memorandum which explains the effect of the Scheme andwhich provides information material to the making of a decisionby shareholders whether or not to agree to the Scheme can be found on Hardman'swebsite at www.hdr.com.au. A copy of the Explanatory Memorandum, which includes the notice of meeting, will be posted to shareholders on Friday 17 November 2006. The Explanatory Memorandum includes an independent expert report prepared byKPMG Corporate Finance (Aust) Pty Ltd. The independent expert concludes that: • The Scheme is in the best interests of Hardman shareholders • The Cash Consideration of A$2.02 for every Hardman share is fair as it exceeds the independent expert's estimated range of assessed fair market values for a Hardman share • The Share Consideration of 0.22289 New Tullow Shares for every Hardman share (subject to a cap of 65 million New Tullow Shares) is fair as the independent expert believes it is reasonable to expect that a Tullow Share is likely to trade at an equivalent price in the immediate future that is greater than the independent expert's assessed values for a Hardman share The Hardman Board unanimously recommends shareholders vote in favour of theScheme, in the absence of a superior proposal, as the Hardman Directors proposeto do in respect of their own Hardman Shares. Under the Scheme, Hardman shareholders as at the Scheme Record Date (expected tobe 2 January 2007) will receive A$2.02 cash for each Hardman Share. This pricerepresents a 56% premium to the volume weighted average price of Hardman Sharesof A$1.29 on the ASX on 22 September 2006, being the last trading day beforeannouncement of the Scheme. Hardman shareholders may elect, as an alternative,to receive 0.22289 New Tullow Shares for each Hardman Share(2). Hardman Chairman, Mr Robert Carroll, said: "The Hardman Board considers that theCash Consideration offered by Tullow represents a compelling premium to theHardman Share price prior to the announcement of the Scheme. Importantly, the Share Consideration gives Scheme Shareholders the opportunityto continue some exposure to the Hardman assets as part of the larger and morediverse Tullow Group. The Hardman Board believes that the Scheme will deliver greater benefits toHardman Shareholders than any other alternative available to Hardman, includingcontinuing as a stand alone entity." The Explanatory Memorandum also contains details of the Key Dates in the Scheme: KEY DATES(3) 17 November 2006 Distribution of Explanatory Memorandum18 December 2006 Scheme Meeting: 9.30am (WST) Venue: Burswood Convention Centre, Perth WA If the Scheme is agreed to by Hardman Shareholders: 19 December 2006 Second Court Hearing for approval of the Scheme 20 December 2006 Lodge Court order with ASIC and announce to ASX & AIM(Effective Date) Hardman Shares suspended from trading on ASX from close of trading on ASX Hardman Shares suspended from trading prior to commencement of trading on AIM (GMT) 2 January 2007 Scheme Record Date 10 January 2007 Tullow pays the Cash Consideration(Implementation Date) Tullow issues New Tullow Shares as Share Consideration 11 January 2007 Trading of New Tullow Shares commences on LSE and ISE on a normal settlement basis Hardman is being advised by Emerald Partners and Morgan Stanley as financialadvisers and Blake Dawson Waldron as legal advisers. The Company's house brokersin the UK are JP Morgan Cazenove and Oriel Securities. Nabarro Wells & Co.Limited is Nominated Adviser to Hardman on AIM. Shareholder Information Line - 1300 302 137 within Australia / +61 3 9415 4093 internationally - has been established. The Explanatory Memorandum on the proposed Scheme of Arrangement has been lodged with the Australian Stock Exchange and is also available on the HardmanResources website (www.hdr.com.au). About Hardman Hardman is an Australian Stock Exchange listed, international oil and gasexploration and production company headquartered in Perth, Australia. Thecompany has projects in Uganda, Tanzania, Falklands, Guyane and a major presencein the emerging petroleum province offshore Mauritania, West Africa. Hardman isalso listed on the Alternative Investment Market (AIM) of the London StockExchange (LSE). www.hdr.com.au About Tullow Tullow is one of the largest independent oil and gas exploration and productioncompanies in Europe with a portfolio of licences in 15 countries and over 200employees. The Group focuses on gas in the UK Southern North Sea, oil in Africa,and has ongoing appraisal and development in South Asia. At the time ofannouncement Tullow had a market capitalisation of £2.329 billion (A$5.896billion). Tullow is headquartered in London and listed on the main market of theLSE and the Irish Stock Exchange. www.tullowoil.com SIMON POTTERCEO and Managing Director-------------------------- (1) For the purposes of the Scheme meeting, shareholders of Hardman excludesTullow and Tullow cannot vote at the meeting (2) This Share Consideration is available for some or all of the shares owned byeach Hardman shareholder (excluding Tullow) up to a maximum of 65 million NewTullow Shares. Any oversubscription to the Share Consideration will be subjectto a scaleback pro-rata to the size of the elections made. The New Tullow Shareswill not be listed on the ASX but will trade on the London Stock Exchange andthe Irish Stock Exchange. (3) All dates following the date of the Scheme Meeting are indicative only and,among other things, are subject to all necessary approvals from the Court andother Regulatory Authorities. Any changes to the above timetable will beannounced through ASX and AIM and notified on Hardman's website atwww.hdr.com.au. This information is provided by RNS The company news service from the London Stock Exchange