Star Energy Regulatory News (STAR)

6 Dec 2007 15:58

Petronas International Corp Ltd06 December 2007 Petronas International Corporation Ltd 6 December 2007 FOR IMMEDIATE RELEASE Cash Offer by Petronas International Corporation Ltd for Star Energy Group PLC Further to the announcement on 14 November 2007 by Petronas InternationalCorporation Ltd ("PICL") regarding the cash offer by PICL for all of the issuedand to be issued share capital of Star Energy Group PLC ("Star Energy"), PICL ispleased to announce that the Offer Document and the Form of Acceptance are beingposted to Star Energy shareholders today. Capitalised terms used, but not defined, in this announcement have the samemeaning as given to them in the Offer Document. Copies of the Offer Document and the Form of Acceptance will be available forinspection during normal business hours on any business day at FreshfieldsBruckhaus Deringer at 65 Fleet Street, EC4Y 1HS while the offer remains open foracceptance. As set out in the Offer Document, acceptances of the Offer should be received byno later than 1.00p.m. (London time) on 27 December 2007. JPMorgan Cazenove Limited and Lambert Energy Advisory Limited, who are eachauthorised and regulated in the United Kingdom by the Financial ServicesAuthority, are acting exclusively for PICL and no-one else in relation to theOffer and other matters described in this announcement and will not beresponsible to anyone other than PICL for providing the protections afforded toclients of JPMorgan Cazenove Limited and Lambert Energy Advisory Limited or forproviding advice in relation to the Offer or in relation to the contents of thisannouncement or any transaction or arrangement referred to herein. This announcement does not constitute an offer to sell or solicitation of anoffer to purchase or subscribe for any securities pursuant to the Offer orotherwise. The Offer is being made by the Offer Document and (in respect ofcertificated Star Energy shares) the form of acceptance accompanying the OfferDocument, which will contain the full terms and conditions of the Offer,including details of how the Offer may be accepted. The laws of relevantjurisdictions may affect the availability of the Offer to persons not residentin the United Kingdom. Persons who are not resident in the United Kingdom, orwho are subject to the laws of any jurisdiction other than the United Kingdom,should inform themselves about, and observe, any applicable requirements. The Offer is not intended to be made, directly or indirectly, in, into or fromAustralia, Canada, Japan or the United States and the Offer will not be capableof acceptance from or within Australia, Canada, Japan or the United States. Accordingly, copies of this announcement are not being, and must not be,directly or indirectly, mailed or otherwise forwarded, distributed or sent in,into or from Australia, Canada, Japan or the United States and persons receivingthis announcement (including custodians, nominees and trustees) must not mail orotherwise distribute or send it in, into or from such jurisdictions, as doing somay invalidate any purported acceptance of the Offer. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if anyperson is, or becomes, "interested" (directly or indirectly) in one per cent. ormore of any class of "relevant securities" of Star Energy, all "dealings" in anysuch "relevant securities" (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 Star Energy, they will be deemed to be a single person for thepurpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of Star Energy by PICL or by Star Energy, or by anyof their respective "associates", must be disclosed by no later than 12.00 noon(London time) on the London business day following the date of the relevanttransaction. 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 aperson has long economic exposure, whether conditional or absolute, to changesin the price of securities. In particular, a person will be treated as having an"interest" by virtue of the ownership or control of securities, or by virtue ofany option in respect of, or derivative referenced to, securities. Terms inquotation marks are defined in the Code, which can also be found on the Panel'swebsite. If you are in any doubt as to whether or not you are required todisclose a "dealing" under Rule 8, you should consult the Panel. ENQUIRIES JPMorgan Cazenove Limited Tel: +44 (0)20 7588 2828 Barry Weir Jonathan Wilcox Lambert Energy Advisory Limited Tel: +44 (0)20 7491 4473 Philip Lambert This information is provided by RNS The company news service from the London Stock Exchange