Star Energy Regulatory News (STAR)

20 Dec 2007 07:01

Petronas International Corp Ltd20 December 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,CANADA, AUSTRALIA OR JAPAN FOR IMMEDIATE RELEASE 20 December 2007 Recommended Revised Cash Offer by Petronas International Corporation Ltd for Star Energy Group PLC RECOMMENDED INCREASED OFFER UPDATE On 19 December 2007, the Boards of Petronas International Corporation Ltd ("PICL") and Star Energy Group PLC ("Star Energy") jointly announced (the "RecommendedIncreased Offer 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 share. PICL now announces that it has acquired a total of 16,594,705 Star Energy sharesat the Recommended Increased Offer Price, representing approximately 17.8 percent. of the issued share capital of Star Energy. Following these acquisitions,in aggregate, PICL now legally and beneficially owns 52,885,455 Star Energyshares representing approximately 56.8 per cent of the issued share capital ofStar Energy. As PICL now owns 56.8 per cent of the issued share capital of Star Energy whichaccordingly carries over 50 per cent. of the voting rights normally exercisableat a general meeting of Star Energy, the Board of PICL is pleased to announcethat the Recommended Increased Offer will not, when made, be subject to thecondition that PICL and any party acting in concert with it receives acceptancesin respect of not less than 50 per cent. of the Star Energy Shares to which theRecommended Increased Offer relates. Although the Recommended Increased Offerwill not contain any condition as to acceptances, it will be subject to theterms set out in the Original Offer Announcement and the Original OfferDocument. As stated in the Recommended Increased Offer Announcement, it is currentlyexpected that the Recommended Increased Offer Document will be posted on 2January 2008, in which event the Recommended Increased Offer will initiallyremain open for acceptances until 16 January 2008. As at the date of this announcement, PICL or any person acting in concert withPICL had interests in or rights to subscribe for Star Energy relevant securitiesas follows: Party Date of transaction Nature of Number of Star Energy Price per security interest relevant securities (pence) PICL 19 December 2007 Purchase 16,594,705 380PICL 14 November 2007 Purchase 9,293,373 365PICL 12 October 2007 Purchase 8,866,702 365PICL 7 February 2007 Subscription 3,000,000 220 This table includes details of any short positions including under anyderivative, any agreements to sell or any delivery obligations in respect ofStar Energy relevant securities and any rights to require another person topurchase or take delivery of Star Energy relevant securities. PICL also announces that, as at 5.00 p.m. on 19 December 2007, valid acceptancesof the Original Offer had been received in respect of a total of 1,477 StarEnergy Shares, representing approximately 0.002 per cent. of the issued sharecapital of Star Energy. As at the date of this announcement, PICL has received irrevocable undertakingsto accept, or procure the acceptance of, the Recommended Increased Offer fromthe following: (a) Star Energy Directors in respect of an aggregate 1,682,997 Star Energy Shares, (b) Lansdowne Partners Limited in respect of 9,231,776 Star Energy Shares, (c) Credit Suisse Securities (Europe) Ltd in respect of 8,197,947 Star Energy Shares, (d) Cheyne Capital Management Ltd in respect of 5,419,933 Star Energy Shares, (e) Tudor Capital (U.K.) L.P in respect of 4,654,576 Star Energy Shares, (f) Artemis Investment Management Ltd in respect of 3,988,362 Star Energy Shares, representing in aggregate 33,175,591 Star Energy Shares or 35.7 per cent. of theissued share capital of Star Energy. 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 announcement does not constitute an offer to sell, or an invitation topurchase, any securities or the solicitation of any vote or approval in anyjurisdiction. The Recommended Increased Offer will be made solely by theRecommended Increased Offer Document and the New Form of Acceptance, which willcontain the full terms of the Recommended Increased Offer (including details ofhow it may be accepted) and which will be posted to Star Energy Shareholders indue course. The availability of the Recommended Increased Offer to Star Energy Shareholderswho are not resident in the United Kingdom may be affected by the laws of therelevant jurisdictions in which they are located or of which they are citizens.Such persons should inform themselves of, and observe, any applicable legal orregulatory requirements of those jurisdictions. Further details in relation tooverseas shareholders will be contained in the Recommended Increased OfferDocument. JPMorgan Cazenove Limited and Lambert Energy Advisory Limited, who are eachauthorised and regulated in the United Kingdom by the Financial ServicesAuthority, are acting for PICL in connection with the Revised Offer and no-oneelse and will not be responsible to anyone other than PICL for providing theprotections offered to clients of JPMorgan Cazenove Limited and/or LambertEnergy Advisory Limited nor for providing advice in relation to the RevisedOffer. PICL accepts responsibility for the information contained in this announcementand to the best of the knowledge and belief of PICL (who has taken allreasonable care to ensure that such is the case), the information contained inthis announcement for which he is responsible is in accordance with the factsand does not omit anything likely to affect the import of such information. Dealing disclosure requirements Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,"interested" (directly or indirectly) in 1 per cent. or more of any class of "relevant securities" of Star Energy, all "dealings" in any "relevant securities"of that company (including by means of an option in respect of, or a derivativereferenced to, any such "relevant securities") must be publicly disclosed by nolater than 3.30 pm (London time) on the business day following the date of therelevant transaction. This requirement will continue until the date on which theRecommended Increased 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 City Code, all "dealings" in "relevantsecurities" of Star Energy by PICL, or by any of its respective "associates",must be disclosed by no later than 12.00 noon (London time) on the business dayfollowing the date 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 at http://www.thetakeoverpanel.org.uk/. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the City Code, which can also be foundon the Takeover Panel's website. If you are in any doubt as to whether or notyou are required to disclose a "dealing" under Rule 8, you should consult theTakeover Panel. APPENDIX I - BASES AND SOURCES i. The existing issued share capital of Star Energy is based on 93,040,810 Star Energy Shares in issue on 19 December 2007, being the last dealing day prior to the date of this announcement. ii. Information concerning the Original Offer has been extracted from the Original Offer Document. APPENDIX II - DEFINITIONS The definitions set out in the Original Offer Document apply other than as setout below, unless the context requires otherwise. The following additionaldefinitions apply throughout this announcement unless the context requiresotherwise: "New Form of Acceptance" the new form of acceptance and authority relating to the Recommended Increased Offer which will accompany the Recommended Increased Offer Document;"Original Offer Announcement" the announcement dated 14 November 2007 by PICL of the Original Offer;"Original Offer Document" the document posted to Star Energy Shareholders on 6 December 2007 making the Original Offer;"Recommended Increased Offer" the increased recommended offer to be made by PICL to acquire all of the issued and to be issued Star Energy Shares not already held by PICL on the terms and subject to the conditions to be set out in the Recommended Increased Offer Document, and the New Form of Acceptance, including, where the context requires, any subsequent revision, variation, extension or renewal of such offer;"Recommended Increased Offer Document" the revised offer document to be issued by PICL to Star Energy Shareholders in respect of the Recommended Increased Offer; and"Recommended Increased Offer Price" 380 pence per Star Energy Share. This information is provided by RNS The company news service from the London Stock Exchange