Star Energy Regulatory News (STAR)

16 Jan 2008 16:55

Petronas International Corp Ltd16 January 2008 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THEUNITED STATES, CANADA, AUSTRALIA OR JAPAN FOR IMMEDIATE RELEASE 16 January 2008 Recommended Increased and Unconditional Cash Offer by Petronas International Corporation Ltd for Star Energy Group PLC Closing of the Unconditional Revised Offer On 19 December 2007, Petronas International Corporation Ltd ("PICL") and StarEnergy Group PLC ("Star Energy") jointly announced (the "Recommended IncreasedOffer Announcement") that they had reached agreement on the terms of arecommended increased cash offer for the entire issued and to be issued sharecapital of Star Energy not already held by PICL at 380 pence per Star Energyshare (the "Revised Offer"). On 2 January 2008, PICL and Star Energy posted the offer document setting outthe terms of the Revised Offer (the "Revised Offer Document"). As stated in the Recommended Increased Offer Announcement and the Revised OfferDocument, the first closing date of the Revised Offer is 1:00 p.m. on 16 January2008. PICL announces that, as at 1.00 p.m. on 16 January 2008, valid acceptances hadbeen received in respect of a total of 40,909,984 Star Energy shares,representing approximately 43.0 per cent. of the issued share capital of StarEnergy and, together with PICL's existing shareholding of 52,885,455 Star Energyshares, representing approximately 98.5 per cent. of the issued share capital ofStar Energy. This above total includes acceptances received in respect of 33,939,913 StarEnergy shares (representing approximately 35.8 per cent. of the issued sharecapital of Star Energy) which were subject to an irrevocable commitment procuredby PICL or any of its associates. Save as disclosed in this announcement, neither PICL, nor any person acting inconcert with PICL, had an interest in or had any rights to subscribe for anyrelevant securities of Star Energy nor had any short position or any arrangementin relation to any relevant securities of Star Energy. For these purposes,"arrangement" includes any agreement to sell or any delivery obligation oroption arrangement or right to require another person to purchase or takedelivery of any relevant securities of Star Energy and any borrowing or lendingof any relevant securities of Star Energy which have not been on-lent or soldand any outstanding irrevocable undertaking with respect to any relevantsecurities of Star Enegy. PICL announces that the Revised Offer closed at 1.00 p.m. on 16 January 2008. Terms defined in the Revised Offer Document dated 2 January 2008 have the samemeaning in this announcement. 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 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 theRevised Offer 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 Revised Offer or in relation to the contentsof this announcement 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 Revised Offeror otherwise. The Revised Offer is being made by the Revised Offer Document and(in respect of certificated Star Energy shares) the form of acceptanceaccompanying the Revised Offer Document, which will contain the full terms andconditions of the Revised Offer, including details of how the Revised Offer maybe accepted. The laws of relevant jurisdictions may affect the availability ofthe Revised Offer to persons not resident in the United Kingdom. Persons whoare not resident in the United Kingdom, or who are subject to the laws of anyjurisdiction other than the United Kingdom, should inform themselves about, andobserve, any applicable requirements. The Revised Offer is not intended to be made, directly or indirectly, in, intoor from Australia, Canada, Japan or the United States and the Revised Offer willnot be capable of acceptance from or within Australia, Canada, Japan or theUnited 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 Revised 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 Revised Offer becomes, or is declared, unconditionalas to acceptances, lapses or is otherwise withdrawn or on which the "offerperiod" otherwise ends. If two or more persons act together pursuant to anagreement or understanding, whether formal or informal, to acquire an "interest"in "relevant securities" of Star Energy, they will be deemed to be a singleperson for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of theCode, all "dealings" in "relevant securities" of Star Energy by PICL or by StarEnergy, or by any of their respective "associates", must be disclosed by nolater than 12.00 noon (London time) on the London business day following thedate of the relevant transaction. 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. This information is provided by RNS The company news service from the London Stock Exchange