Star Energy Regulatory News (STAR)

2 Jan 2008 07:00

Petronas International Corp Ltd02 January 2008 Petronas International Corporation Ltd 2 January 2008 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,CANADA, AUSTRALIA OR JAPAN Recommended Increased and Unconditional Cash Offer by Petronas International Corporation Ltd for Star Energy Group PLC Further to the joint announcement on 19 December 2007 by Petronas InternationalCorporation Ltd ("PICL") and Star Energy Group PLC ("Star Energy") regarding therecommended increased cash offer by PICL for all of the issued and to be issuedshare capital of Star Energy not already owned by PICL, PICL and Star Energy arepleased to announce that the Revised Offer Document and the New Form ofAcceptance are being posted to Star Energy shareholders today. Capitalised terms used, but not defined, in this announcement have the samemeaning as given to them in the Revised Offer Document. Copies of the Revised Offer Document and the Form of Acceptance will beavailable for inspection during normal business hours on any business day atFreshfields Bruckhaus Deringer at 65 Fleet Street, EC4Y 1HS while the offerremains open for acceptance. As set out in the Revised Offer Document, acceptances of the Revised Offershould be received by no later than 1.00p.m. (London time) on 16 January 2008. 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. Hoare Govett Limited and Citigroup Global Markets Limited, who are eachauthorised and regulated in the United Kingdom by the Financial ServicesAuthority, are acting exclusively for Star Energy and no-one else in relation tothe Revised Offer and other matters described in this announcement and will notbe responsible to anyone other than Star Energy for providing the protectionsafforded to clients of Hoare Govett Limited and Citigroup Global Markets Limitedor for providing advice in relation to the Revised Offer or in relation to thecontents of this announcement or any transaction or arrangement referred toherein. 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. 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 Hoare Govett Limited Tel: +44 (0) 20 7678 8000 Andrew Foster Stephen Bowler Citigroup Global Markets Limited Tel: +44 (0) 20 7986 4000 Andrew Chapman Mark Todd This information is provided by RNS The company news service from the London Stock Exchange