NLG.L Regulatory News (NLG)

13 Oct 2005 07:01

Nelson Resources Limited13 October 2005 13 October 2005 Nelson Resources Limited LUKOIL AND NELSON RESOURCES EXTEND NEGOTIATIONS Toronto, Ontario, October 13, 2005 - Nelson Resources Limited of Bermuda (TSX/AIM: NLG) ("Nelson") today announced that LUKOIL Overseas Holding Ltd.("Lukoil") and Nelson are continuing to negotiate to reach an agreement concerning the previously announced proposal received from Lukoil to acquire 100% of the fully diluted common shares of Nelson for US$2 billion in cash by 9A.M.London time on October 13, 2005. Gilles Thieffry, Chair of the Special Committee of Nelson's Board stated that"the Special Committee remains committed to trying to obtain a fair offer fromLukoil to minority shareholders on terms consistent with those to be received bythe majority shareholders." There can be no assurance that discussions will lead to any agreement or offerbeing made to the minority shareholders. Certain officers and directors of Nelson have ownership interests in or areotherwise connected to shareholders that have entered into lock-up agreementswith Lukoil for all of their shares of Nelson which amount to an aggregate of566,393,162 issued and outstanding common shares of Nelson, representing 64.96%of the currently issued and outstanding common shares of Nelson on an undilutedbasis. There are 16,950,000 common shares of Nelson issuable upon the exerciseof options held by principals of these shareholders. Nelson is advised that: (i) Mr. Askar Alshinbaev, a director of Nelson, owns 11% of the ultimate holdingcompany of Central Asian Industrial Holdings N.V. ("CAIH"), which holds172,501,884 common shares of Nelson, representing approximately 19.78% of thecurrently issued and outstanding common shares of Nelson on an undiluted basis.Mr. Alshinbaev has options to acquire a further 1,000,000 common shares ofNelson. (ii) Mr. Mirbulat Abuov and Mr. Arvind Tiku, directors of Nelson, each respectively own 40% and 32% of the voting shares of Energy InvestmentsInternational, which holds 171,343,328 common shares of Nelson, representingapproximately 19.65% of the currently issued and outstanding common shares ofNelson on an undiluted basis. Mr. Abuov and Mr. Tiku each have options to acquire a further 4,000,000 common shares of Nelson. (iii) Mr. Baltabek Kuandykov is the President and a director of the Corporationand is the sole shareholder of Cott Holdings Group, which holds 154,208,994common shares of Nelson, representing approximately 17.69% of the issued andoutstanding common shares of Nelson on an undiluted basis. Mr. Kuandykov hasoptions to acquire a further 7,250,000 common shares of Nelson. (iv) Mr. Peter Gross, a director of the Corporation, is an attorney-at-law andrepresentative of Alyco Advisory AG Zurich, the management company of CenterFinance, which holds 68,338,956 common shares of Nelson, representingapproximately 7.84% of the issued and outstanding common shares of Nelson on anundiluted basis. Mr. Gross has options to acquire a further 700,000 commonshares of Nelson. Under its board nomination rights, CAIH nominated Mr. Paul Maxwell and Mr.Maxwell was elected at the annual meeting of shareholders held on June 10, 2005. For further information, please contact: Nelson Resources LimitedNicholas Greene, Chief Financial Officer Tel: +44 20 7495 8908ngreene@nelsonresources.co.uk Fred Hodder Tel: +44 20 7495 8908fhodder@nelsonresources.co.uk Investor Relations Bell Pottinger Corporate & Financial (London)Nick Lambert Tel: +44 20 7861 3232 Cavalcanti Hume Funfer Inc. (CHF Inc., Toronto)Olav Svela, Vice President Tel: +1 416-868-1079olav@chfir.com If you prefer to receive press releases by e-mail, please contact Heather Colpitts (heather@chfir.com) and specify "Nelson press releases" in the subjectline. Further information on Nelson Resources can be found on the Company's website atwww.nelsonresources.com. The Toronto Stock Exchange has neither approved nor disapproved of theinformation contained herein. THIS PRESS RELEASE IS NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES ORFOR DISSEMINATION IN THE UNITED STATES. This news release does not constitute anoffer to sell or a solicitation of an offer to buy any of the securities of theCompany in the United States. The securities of the Company have not been andwill not be registered under the United States Securities Act of 1933, asamended (the "U.S. Securities Act") or any state securities laws and may not beoffered or sold within the United States or to U.S. persons unless registeredunder the U.S. Securities Act and applicable state securities laws or anexemption from such registration is available. - ENDS- This information is provided by RNS The company news service from the London Stock Exchange