Sound Energy Regulatory News (SOU)

26 Jun 2006 07:01

Sound Oil PLC26 June 2006 This announcement is not for release, publication or distribution in or into theUnited States, Canada, Australia, South Africa or Japan. 26 June 2006 SOUND OIL ACQUIRES MITRA ENERGIA AND RAISES £11.7 MILLION IN PLACING Sound Oil (AIM: SOU), the upstream oil and gas company with cash assets ofapproximately £10 million is to acquire Mitra, an unquoted gas exploration anddevelopment company with interests in Indonesia, in a reverse takeover. SoundOil will acquire Mitra in consideration of an issue of new Ordinary Shares. Highlights • Sound Oil is to acquire Mitra, an unquoted gas exploration and development company with interests in Indonesia, in a reverse takeover. Mitra holds a 34 per cent. interest in the Bangkanai Block onshore central Kalimantan and a 20 per cent. interest in the Citarum Block onshore central Java. • Sound Oil, an AIM quoted company with cash of approximately £10 million, will acquire Mitra in consideration of an issue of 223,376,623 new Ordinary Shares which values Mitra at approximately £16.2 million at the Placing Price. • Sound Oil has raised £11.7 million before expenses at an issue price of 7.25p per share in a conditional placing of new Ordinary Shares. • The market capitalisation of the Enlarged Group at the Placing Price is approximately £50 million. • Sound Oil's cash resources as increased by the net proceeds of the Placing will be used principally for the development of Mitra's gas interests in Indonesia. • The transaction is subject to the approval of Sound Oil shareholders at an extraordinary general meeting to be held on 12 July 2006. • The Company expects the Placing Shares and Consideration Shares to be admitted to AIM following the EGM. Commenting on the Acquisition and Placing, Gerry Orbell, Chairman and ChiefExecutive of Sound Oil said, "This is a very good deal for Sound. Within a fewmonths we will have started drilling the first of four high impact explorationwells on our licences in Java and Kalimantan. In addition we shall be developingthe Kerendan gas field in Kalimantan which we expect to give us a 20 year cashflow starting 2008". This summary should be read in conjunction with the full text of thisannouncement. Enquiries Gerry Orbell, Chairman 07903 861 145Sound Oil g.orbell@virgin.net Smith & Williamson, nominated adviser to Sound OilAzhic Basirov 020 7131 4000David Jones 020 7131 4000 Buchanan CommunicationsTim Thomson 020 7466 5000Ben Willey 020 7466 5000Nick Melson 020 7466 5000 The Admission Document will be available on the Company's websitewww.soundoil.co.uk Proposed acquisition of Mitra Energia Limited Proposed waiver of rule 9 of the Code Proposed placing and re-admission to trading on AIM IntroductionOn 20 March 2006, Sound Oil announced that it had reached agreement in principlefor the acquisition of certain energy resource assets in Asia. As theAcquisition will constitute a reverse takeover under the AIM Rules, trading inthe Ordinary Shares was suspended pending publication of an AIM admissiondocument in respect of the proposed Enlarged Group and is expected to resume on26 June 2006. Having completed its due diligence, the Company has entered into aformal agreement to acquire the whole of the issued share capital of Mitra. Theconsideration under the Acquisition values Mitra at £16.2 million (at thePlacing Price) and will be satisfied by the allotment of the ConsiderationShares. The Company is proposing to raise £11.7 million (before expenses)through the Placing. The net proceeds of the Placing will be used to provideworking capital to support the growth and development of the Enlarged Group. The Acquisition will constitute a reverse takeover of the Company under the AIMRules and therefore requires approval of Shareholders at the ExtraordinaryGeneral Meeting. Following Admission, certain of the vendors of Mitra who are deemed to be actingin concert by the Panel will between them be interested in 209,415,584 OrdinaryShares representing approximately 30.2 per cent. of the Enlarged Share Capital.The Panel has agreed, however, to waive the obligation to make a general offerunder Rule 9 of the Code that would otherwise arise on completion of theAcquisition, subject to the approval of the independent Shareholders at theExtraordinary General Meeting voting on a poll. Accordingly, Shareholders'consent will be sought at the Extraordinary General Meeting to approve thewaiver of the requirement for a general offer to be made. Information on Sound OilSound Oil was incorporated on 27 January 2005 and first admitted to trading onAIM on 29 June 2005 when it raised £10.8 million (after expenses) with the thenstated intention of evaluating and making investments in energy resourcebusiness opportunities in North and West Africa. The Company has evaluated a number of investments since it was first admitted totrading on AIM. Initially the Company focused its efforts on offshore areas ofWest Africa, but towards the end of 2005 the Company began to extend the area ofevaluation outside Africa to decide whether there was better value elsewhere,while also continuing to review opportunities in that region. The Companysubsequently entered into discussions with the directors of Mitra with a view toacquiring Mitra. The Existing Directors believe that the Acquisition willenhance shareholder value and be in the best interests of both companies andtheir shareholders. Through the Acquisition the Company will obtain a 34.99 percent. working interest in the Bangkanai PSC and a 20 per cent. working interestin the Citarum PSC. On 22 May 2006, the Company announced that it had entered into an agreementunder which it may acquire an interest in a production sharing agreementrelating to an exploration area in Bangladesh (the "Bangladesh PSC"). Theoperator of the PSC is Ocean Bangladesh Corporation. This transaction issubject to the extension of the PSC and the approval of, the appropriateBangladesh authorities. Further information on Mitra, the Bangkanai PSC, the Citarum PSC and theBangladesh Block 22 is set out below. Information on MitraMitra is an unquoted Mauritian company formed in 2004 by its three directors whoare interested in 93.7 per cent. of Mitra's issued ordinary shares. Mitra has a34 per cent. interest in the Bangkanai PSC and a 20 per cent. interest in theCitarum PSC. Mitra has not generated any revenue to date; it incurred a loss ofUS$1.2 million in the year ended 31 December 2005 and its net assets at thatdate were US$0.7 million. Bangkanai Production Sharing ContractThe Bangkanai PSC encompasses an area of 6,976 km2, located approximately 200kilometres west of Balikpapan and 330 kilometres north of Banjarmasin, theprovincial capitals of East and West Kalimantan respectively. The block issituated on the west side of the Kutei Basin and the northern edge of the stableBarito Shelf. The area was previously part of a larger production sharingcontract awarded to Unocal in 1972. During this period Unocal shot two 2Dseismic surveys in 1975 and 1985/1986 and drilled ten exploration wells and twoappraisal wells. The only discovery to date is the Kerendan gas field made in1982. Although Unocal's plan of production for Kerendan was approved in 1997,they were unable to secure a gas sales agreement for the gas, and relinquishedthe contract in 2000. The Bangkanai PSC, covering a large area in which only sixwells have been drilled, including three Kerendan wells, was awarded to EBE on30 December 2003 for a 30 year period, including an exploration period of 10years. In September 2004 MEB (a subsidiary of Mitra) farmed in to the licence(49 per cent.) (the "MEB Farm-In"). It has recently signed a sale and purchaseagreement for the sale of part of its farm-in interest to Medco (the "MedcoFarm-In"). This sale is not yet complete, but at completion the resultinginterests will be: EBE 51 per cent. operator; MEB 34 per cent.; and Medco 15 percent.. Citarum Production Sharing Contract The Citarum PSC covers an area of 4,440 km2 in Central West Java. The northernmargin of the block is characterised by hilly terrain which is moderatelypopulated. The southern block is generally more mountainous and in part coveredby volcanic rock. The block is situated on the southern margin of the active oiland gas producing areas of the North West Java Basin and includes fields such asSubang, Jatibarang, Tambun and Pondok Tengah. Consequently the northern marginof the block is located close to PT Pertamina (Persero)'s well-developed oil andgas pipeline network. The Citarum PSC was awarded to BPREC on 7 October 2005 andno wells have yet been drilled in the block. BPREC is a company with thefollowing shareholdings: Ranhill Energy 60% operator; BPE 20 per cent.; and MEC20 per cent.. On 21 June 2006 BPREC (acting by its liquidator) entered into aDeed of Assignment whereby BPREC assigned its 100 per cent. working interest inthe Citarum PSC to BPREC Pte. BPREC Pte. is a company with the followingshareholdings: West Java Energy 60 per cent. operator; BPE 20 per cent.; and MEC20 per cent.. Bangladesh Block 22 Production Sharing ContractThe Bangladesh production sharing contract (the "Bangladesh PSC") relates toBlock 22 which covers approximately 1,250 km2 in the Chittagong Hills area ineastern Bangladesh. Block 22 lies to the south of gas producing fields in Indiaand is to the east of nearby gas discoveries and the producing Sangu fieldoperated by Cairn energy. The operator of the PSC is Ocean BangladeshCorporation ("OBC"). Sound Oil Bangladesh Limited ("SOB") has entered anagreement with OBC under which OBC will assign to SOB 50 per cent. of itsinterest in the PSC. This assignment is subject to the extension of the PSC andthe approval of both the government of Bangladesh and the Bangladesh Oil, Gasand Mineral Corporation. Sound Oil has entered into an option agreement underwhich Sound Oil may be required to acquire SOB for a consideration of 14,634,813new Sound Oil shares (or cash of US$2.0 million if agreed by both parties). Theexercise price of the option is reduced to 2,195,222 new Sound Oil shares (orcash of US$0.3 million) if the option is exercised before the assignment ofOBC's interest in the PSC has become effective. Sound Oil may exercise its calloption to acquire SOB at any time in the four months from 19 May 2006 and a putoption may be exercised to require Sound Oil to acquire SOB at any time afterfour months have elapsed from the date of the agreement, until 19 May 2086. Intentions and strategyThe purpose of the Enlarged Group will be the exploration and production ofhydrocarbons, either as a joint venture partner with a direct ownership in alicence or as a shareholder. The Enlarged Group may be either a non-operatingparty or an operator depending on the circumstances. The Enlarged Group intendsto acquire discoveries at the appraisal stage and take the properties toproduction. Exploration properties will be acquired which have a potentiallyhigh positive impact on the worth of the company (such as Citarum), but with therisk mitigated, for example by farm out. Other exploration and productioncompanies may be acquired which have a strategic fit with the Enlarged Group.The Enlarged Group will be geographically unrestricted but will focus on Asiaand Africa in the first instance. No redeployment of the Company's fixed assetsis anticipated. Save for the Existing Directors, Sound Oil does not have anyemployees. Following Admission, it is intended that the Existing Directors willcontinue to be directors of the Company, and it is proposed that three newdirectors, who are currently shareholders (through their shareholdings in thethree companies which prior to the Acquisition own 93.75% of Mitra) anddirectors of Mitra, will also be appointed to the Board. New BoardIt is intended that the Board following Admission will comprise the followingExisting and Proposed Directors: Existing Directors Gerry Orbell- Chairman and Chief Executive (Aged 59)Gerry Orbell is a petroleum geologist with over 30 years of technical,managerial and director level experience in the hydrocarbon and utilitiessectors. Gerry has previously held the position of executive director of FinaExploration and Fina Development, in charge of all Fina's hydrocarbonexploration and production activities for the UK. He was subsequently directorof exploration and production at Premier Oil plc and was responsible for thatcompany's investments in areas including Pakistan, the North Sea and theMediterranean. After Premier Oil, he became managing director of North WestWater International, in charge of all water and waste water operations andbusinesses around the world. Gerry is currently the chairman of Antrim EnergyInc. (quoted on AIM) where he oversees business development and hydrocarbonexploration in the North Sea. He is also a member of the board, and chairman ofthe audit committee, at the compliance company Valpak Limited. Gerry has been adirector of Sound Oil since April 2005. Tony Heath - Finance Director (Aged 69)Tony Heath has over thirty years financial and general management experience ina variety of roles. Qualifying as a chartered accountant in 1964, Tony joinedBurmah Oil's motor fuels development business in 1968. He then spent four yearsas finance manager for Burmah Oil's North Sea oil exploration activity which wasfollowed by a further four years as finance director of Halford's retailinggroup which included managing its Dutch and factoring businesses. He then becamegroup controller of Burmah Oil and was responsible for all financial informationand control of the international oil group covering operations in thirty-fivecountries. Tony joined the board of Premier Oil plc as group finance director in1990 where he had overall responsibility for all financial matters in the oilexploration and production business in many countries around the world. Hemanaged a £400 million financing in the UK and USA, the financial aspects of amajor takeover and the trading of Premier Oil's oil production. Tony leftPremier at the age of 60 in 1997 and is currently chairman of a pension fund andadviser to a charity. He has been a director of Sound Oil since May 2005. Simon Davies - Non-executive Director (Aged 47)Simon Davies is chief executive of Threadneedle Asset Management, which managesover £62 billion in equities, bonds, property and hedge funds for individual andcorporate investors. Simon began his career in 1981 with Rothschild AssetManagement, where he worked as an analyst and fund manager. In 1986 he moved toGartmore Investment Management as a pension fund manager and was subsequentlyappointed to the board of Gartmore Pension Fund Managers. In 1990 he transferredto the international side of Gartmore's investment management business, becominghead of global funds and then head of international equities. In 1995 he joinedThreadneedle as chief investment officer and was appointed chief executive inJanuary 1999. Outside Threadneedle, Simon is a director of the InvestmentManagement Association and JP Morgan Fleming Overseas Investment Trust and isalso on the investment committee of Westminster Abbey. Simon has been a directorof Sound Oil since April 2005. Michael Nobbs - Non-executive Director (Aged 57)Michael Nobbs has a thirty year track record in investment banking, with a focuson corporate and project finance. He was a managing director and senior creditofficer for Citigroup/Citibank and was the group finance director for TishmanInternational Companies, a major global real estate development and investmentbusiness. He is currently a non-executive director of GTL Resources Plc andIthaca Energy plc, both of which are quoted on AIM. In his career, Michael hasparticipated in many capital raisings, both debt and equity, and in the areas ofsecuritisation and initial public offerings. He has held positions in London,New York and Los Angeles. He has been a director of Sound Oil since April 2005. Proposed Directors Jusuf (Jossy) Rachmantio - Proposed Executive Director (Aged 45)Jossy Rachmantio obtained a BSc in Material Engineering in 1985 from the CaseWestern Reserve University USA and subsequently received his Masters inInternational Management in 1987. From February 1990 to July 1994 Jossy was headof marketing at PT. Karya Titan in Jakarta. Jossy was a director of Repindo InfoMedia in Jakarta from January 1999 to September 2000. From 1999 to 2000 Jossywas also president director of Repindo Nusa Jaya, a company which developedpower projects in Indonesia with the national state utility company. After thishe joined Flotec as managing director, where his responsibilities includedsetting up the Indonesian market for bandwidth optimisation software. FromSeptember 2001 to September 2004 Jossy was a Managing Partner at ProfesciptaWahana, where he acted as adviser to a number of clients on companyrestructuring and other strategic issues. Jossy co-founded Mitra with PatrickAlexander and Ilham Habibie in 2004. Patrick Alexander - Proposed Non-executive Director (Aged 53)Patrick Alexander has over 25 years of investment banking experience and iscurrently Managing Director of Batavia Investment Management Ltd (previouslyPeregrine Batavia Investment Management Ltd), where he has worked since 1993.Patrick began his career at the Australian Department of Foreign Affairs, wherehe worked for four years. He moved on to work at Chase Manhattan from 1980 to1988 in New York, Indonesia and finally Hong Kong, where he rose to position ofdirector. He was subsequently appointed Chief Executive Officer of RobinaInvestments Hong Kong, and thereafter worked at Morningside Asia Investment inHong Kong, from 1989. From 1991 Patrick was executive director of Lippo AsiaInvestment Management Ltd, before moving to Peregrine Batavia InvestmentManagement Ltd in 1993. Patrick is currently an Independent Commissioner of PTAstra International, one of Indonesia's largest listed companies and a dominantcompany in Indonesia's automotive industry. Patrick co-founded Mitra in 2004,together with Jossy Rachmantio and Ilham Habibie. Ilham Habibie - Proposed Non-executive Director (Aged 43)After qualifying as an engineer in Germany in 1987, Ilham worked as a scientistand lecturer at the Technical University of Munich for seven years. He went onto work as an engineer at the Boeing Commercial Airplane Group in the UnitedStates, from 1994 to 1996. While working in the United States, Ilham alsoassisted the President Director of Industri Pesawat Terbang Nusantara ("IPTN")the state-owned aerospace company in Indonesia, on the N2130 Regional JetProgram. This project eventually evolved into leading engineers and techniciansin the design of a new and highly technologically advanced regional jet. In 1996Ilham advanced to become the Executive Vice President/Program Manager for theRegional Jet Division at IPTN, subsequently the Executive Vice President of theAirplane Business Unit and then the Operation & Commercial Executive VicePresident there, a position he held until 2000. During the year 2000, IPTNchanged its name to Pt. Dirgantara Indonesia (Indonesian Aerospace). Ilham leftPT. Dirgantara Indonesia in June 2001 to pursue his career in the privatesector. From 1996 to 1998 Ilham was also the assistant to the Chairman of BadanPengkajan dan Penerapan Teknogi ("BPPT") for Aeronautics and AdvancedTechnology. Since 2002 Ilham has held senior positions at a number of Indonesiancompanies in the private sector, including CEO/President Director of PT. IlthabiRekatama and Commissioner of PT. Citra Tubindo tbk, a company listed on theJakarta stock exchange. He has also been CEO/President of a number of aerospaceand other companies which he founded. Ilham owns 50 per cent. of Ilthabi Ltd, acompany which owns 100 per cent. of Ilthabi Sdn Bhd. As well as its stake inMitra (prior to Mitra's acquisition by the Company), Ilthabi Sdn Bhd also has aninvestment in Aviation Support Ltd, a start up company which is to provideaviation services. Ilham holds a PhD in aeronautical engineering from theTechnical University of Munich and a MBA from the University of Chicago. Ilhamco-founded Mitra in 2004, together with Jossy Rachmantio and Patrick Alexander. The AcquisitionUnder the terms of the Acquisition Agreement, Sound Oil is, subject to thesatisfaction of certain conditions, to acquire the entire issued share capitalof Mitra in consideration of the allotment and issue of the ConsiderationShares. The value of the Consideration Shares at the Placing Price isapproximately £16.2 million. The Consideration Shares will be issued credited asfully paid and will, in aggregate, represent approximately 32 per cent. of theEnlarged Share Capital. The Acquisition is conditional, inter alia, on: (i)approval at the EGM; (ii) the Placing having become unconditional in allrespects save as regards completion of the Acquisition and Admission; and (iii)Admission becoming effective. The PlacingThe Company proposes to raise approximately £10.7 million (net of expenses)through the Placing. Pursuant to the Placing Agreement, Hichens has agreed toact as the Company's agent in relation to the Placing. However, Hichens will notbe underwriting the issue of the Placing Shares. The Placing is conditional uponthe Placing Agreement becoming unconditional in all respects and not having beenterminated in accordance with its terms by Hichens or Smith & Williamson. ThePlacing Shares will be issued credited as fully paid and will, in aggregate,represent approximately 23 per cent. of the Enlarged Share Capital. The PlacingAgreement is conditional, inter alia, upon approval of the Acquisition and theWaiver at the EGM, the completion (subject only to Admission) of the Acquisitionand the Admission of the Placing Shares. The net proceeds of the Placing will be used principally to fund the developmentand exploration programmes at Bangkanai and Citarum during the remainder of 2006and 2007. It is expected that during this period four development wells(including two re-entry wells) and two exploration wells will be completed atBangkanai and one exploration well will be completed at Citarum. The Companyexpects production to commence at Bangkanai in 2008 and to fund furtherexploration and development work after 2007 at Citarum and potentially inBangladesh from trading cash inflows, debt funding, farm-in(s) and/or the issueof further Ordinary Shares as appropriate in the circumstances. Extraordinary General MeetingA notice convening an Extraordinary General Meeting of the Company, which is tobe held at 10.30a.m. on 12 July 2006 at the offices of Smith & WilliamsonCorporate Finance Limited, 25 Moorgate, London EC2R 6AY will be set out in theAdmission Document. The resolutions to be proposed at the EGM will be asfollows: (1) to approve the Acquisition for the purposes of Rule 14 of the AIM Rules; and (2) to approve the Waiver. As required by the Panel, resolution 2 will be decided on a poll. Resolutions 1and 2 will be proposed as ordinary resolutions and are conditions of theAcquisition, which will only proceed if both the Resolutions are carried. Dealings and tradingApplication will be made by the Company for the Enlarged Share Capital to beadmitted to AIM following publication of the Admission document. It is expectedthat Admission will take place and trading in the Ordinary Shares will commenceon the first dealing day following that on which the Resolutions and relating tothe Acquisition are passed at the Extraordinary General Meeting. All OrdinaryShares, including the Consideration Shares, may be held in either certificatedor uncertificated form (i.e. in CREST). GeneralThe Admission Document, which contains details of the Proposals, was sent toShareholders on 23 June 2006 and copies are available at the offices of Smith &Williamson Corporate Finance Limited, 25 Moorgate, London EC2R 6AY. The Admission Document is not being made, directly or indirectly, in or into theUnited States, Canada, Australia, South Africa or Japan. Smith & Williamson Corporate Finance Limited, which is authorised and regulatedin the United Kingdom by the Financial Services Authority, is acting exclusivelyfor Sound Oil and no one else in connection with the Proposals and the mattersdescribed herein and will not be responsible to anyone other than Sound Oil forproviding the protections afforded to its customers or for giving advice inrelation to the proposals or any other matter referred to herein. This announcement does not constitute, or form part of, any offer for, or anysolicitation of any offer for, securities. DefinitionsIn this announcement, unless the context requires otherwise, the followingexpressions shall have the following meanings: "Acquisition" the proposed acquisition of the entire issued share capital of Mitra from the Vendors by the Company"Acquisition the share purchase agreement for the entire issued share capitalAgreement" of Mitra dated 23 June 2006 between: (1) the Vendors; (2) Mitra; (3) Sound Oil International Limited and (4) the Company"Admission" the re-admission of the Existing Shares and the admission of the New Shares to trading on AIM becoming effective in accordance with the AIM Rules following the Acquisition and the Placing"Admission the document sent to Shareholders containing information on theDocument" Proposals"AIM" the AIM market operated by the London Stock Exchange"AIM Rules" the rules governing the operation of AIM as published by the London Stock Exchange from time to time"Bangladesh the Production Sharing Contract dated 16 February 1997 relatingPSC" to Bangladesh Block 22 (Chittagong Hill Tracts) entered into between OBC, the Government of the People's Republic of Bangladesh and Bangladesh Oil, Gas and Mineral Corporation"Bangkanai the Production Sharing Contract dated 30 December 2003 in respectPSC" of the Bangkanai Block East Kalimantan entered into by Badan Pelaksana Kegiatan Usaha Hulu Minyak Dan Gas Bumi and EBE"Board" or the Existing Directors and the Proposed Directors"Directors""BPE" PT. Bumi Parahyangan Energi"BPREC" PT. Bumi Parahyangan Ranhill Energia Citarum"BPREC Pte." BumiParahyangan Ranhill Energia Citarum Pte. Ltd, a company incorporated under the laws of Singapore, with registered number 200600938R"Citarum PSC" the Production Sharing Contract dated 7 October 2005 in respect of the Citarum Block West Java entered into by Badan Pelaksana Kegiatan Usaha Hulu Minyak Dan Gas Bumi and BPREC"Code" or the City Code on Takeovers and Mergers"TakeoverCode""Company" or Sound Oil plc"Sound Oil""Concert Ilham Habibie, Thareq Habibie, Jusuf Rachmantio and PatrickParty" Alexander"Consideration the 223,376,623 new Ordinary Shares to be allotted to the VendorsShares" on completion of the Acquisition in accordance with the terms of the Acquisition Agreement"CREST" the relevant system (as defined in the CREST Regulations) in respect of which CRESTCo is the Operator (as defined in the CREST Regulations) in accordance with which securities may be held and transferred in uncertificated form"CRESTCo" CRESTCo Limited"CREST the Uncertificated Securities Regulations 2001 (SI 20001/3755)Regulations" including (i) any enactment or subordinate legislation which amends or supersedes those regulations and (ii) any applicable rates made under those regulations or such enactment or subordinate legislation for the time being in force"EBE" Elnusa Bangkanai Energy Limited"Enlarged the Company and its subsidiaries, associated companies andGroup" investments as enlarged by the Acquisition"Enlarged the issued share capital of the Company at Admission comprisingShare Capital" the Existing Shares and the New Shares"Existing the existing directors of the Company, who are Gerry Orbell, TonyDirectors" Heath, Simon Davies and Michael Nobbs"Existing the existing 300,272,309 Ordinary Shares in issue as at the dateShares" of this announcement"Extraordinary an extraordinary general meeting of the Company to be held atGeneral 10.30a.m. on 12 July 2006, or any adjournment thereofMeeting" or"EGM""FSA" the Financial Services Authority"FSMA" the Financial Services and Markets Act 2000"Hichens" Hichens Harrison & Co. plc"London Stock London Stock Exchange plcExchange""MEB" Mitra Energia Bangkanai Limited, a company incorporated under the laws of Mauritius, with Registered No. 53167/C2/GBL and wholly owned by Mitra"MEB Farm-In" The farm-in agreement between EBE and MEB dated 1 October 2004"MEC" Mitra Energia Citarum Limited, a company incorporated under the laws of Mauritius with Registerd No. 58947/C2/GBL and wholly owned by Mitra"Medco" PT Medco E&P Bangkanai"Medco The share sale and purchase agreement entered into by Medco, MEB,Farm-In" Mitra and PT Medco Energi International TBK dated 14 March 2006"Mitra" Mitra Energia Limited, a company incorporated under the laws of Mauritius, with Registered No. 53116/C2/GBL"New Shares" the 392,155,039 new Ordinary Shares to be issued by the Company pursuant to the Acquisition (223,376,623 Ordinary Shares) and the Placing (161,500,000 Ordinary Shares) and including certain Ordinary Shares issued to professional advisers and Existing Directors (7,278,416 Ordinary Shares)"Notice of notice of the EGMEGM""Official the Official List of the UK Listing AuthorityList""Ordinary ordinary shares of 0.1p each in the capital of the CompanyShares""Panel" the Panel on Takeovers and Mergers"Placing" the placing of the Placing Shares at the Placing PricePlacing "the agreement dated 23 June 2006, between (1) the Company, (2)Agreement" the Existing Directors, (3) the Proposed Directors, (4) Hichens and (5) Smith &Williamson relating to the Placing"Placing 7.25p per Ordinary SharePrice""Placing the 161,500,000 new Ordinary Shares to be issued by the CompanyShares" pursuant to the Placing"Proposals" the Acquisition, Waiver, Placing and Admission"Proposed the proposed directors of the Company following Admission, whoDirectors" are Jossy Rachmantio, Patrick Alexander and Ilham Habibie"Ranhill Ranhill Energy SDN BHDEnergy""Resolutions" the resolutions referred to in the Notice of EGM"Shareholders" holders of Ordinary Shares"Shares" ordinary shares of 0.1p each in the capital of the Company"Smith & Smith & Williamson Corporate Finance LimitedWilliamson""UK Listing the Financial Services Authority in its capacity as the competentAuthority" authority for the purposes of the admission of securities to the Official List"United the United States of America (including any states of the UnitedStates" States of America and the District of Columbia), its possessions and territories, and all other areas subject to its jurisdiction"US person" a US person as defined in Regulation S under the United States Securities Act of 1933 (as amended)"Vendors" Patrick Alexander, Jusuf Rachmantio, Ilham Habibie and Thareq Habibie, who, through intermediate holding companies, together own approximately 93.75 per cent. of the issued share capital of Mitra, together with Hichens as legal owner of approximately 6.25 per cent. of the issued share capital of Mitra held in trust by Hichens for and on behalf of the beneficial owners of such shares"Waiver" the waiver by the Panel of the obligation of the Concert Party to make a general offer under Rule 9 of the Code"West Java West Java Energy Pte Ltd, a company incorporated under the lawsEnergy" of Singapore This information is provided by RNS The company news service from the London Stock Exchange