AAK Arawak

 

TIDMAAK 
 
RNS Number : 5934O 
Rosco SA 
10 March 2009 
 

Not for release, publication or distribution in whole or in part, in or into or 
from Australia or Japan or any other jurisdiction where to do so would 
constitute a violation of the relevant laws of such jurisdiction. 
 
 
FOR IMMEDIATE RELEASE 
 
 
+------------------------------------+------------------------------------+ 
|                                    |                      10 March 2009 | 
+------------------------------------+------------------------------------+ 
 
 
 
 
RECOMMENDED AND INCREASED CASH OFFER 
for 
ARAWAK ENERGY LIMITED 
by 
ROSCO S.A. 
(a member of the Vitol Group) 
 
 
ACCEPTANCE LEVEL FOLLOWING EXTENSION OF OFFER 
 
 
Rosco S.A. ("Rosco") announced yesterday, 9 March 2009, that its Offer for 
Arawak Energy Limited is extended and will remain open for acceptance until 3.00 
p.m. London time (11.00 a.m. Ontario time) on 24 March 2009, unless otherwise 
extended, and Rosco will not declare that the Offer is wholly unconditional and 
will not take up any Arawak Shares tendered prior to that time. 
 
 
Acceptance Levels 
 
 
As at 5.00 p.m. London time (1.00 p.m. Ontario time) on 9 March 2009, Rosco had 
received valid acceptances of the Offer in respect of a total of 88,626,925 
Arawak Shares representing approximately 48.52 per cent. of the issued common 
share capital of Arawak and approximately 82.84 per cent. of the Arawak Shares 
to which the Offer relates. 
 
 
The Arawak Shares currently held by Rosco or persons acting in concert with 
Rosco together with the Arawak Shares in respect of which valid acceptances of 
the Offer have been received represent in aggregate approximately 89.95 per 
cent. of the issued common share capital of Arawak. 
 
 
The level of acceptances of the Offer referred to above includes acceptances 
received pursuant to irrevocable undertakings entered into by the Arawak 
Directors and Mancal Corporation (a company associated with one of the Arawak 
Directors) in respect of 9,285,776 Arawak Shares, being their entire holdings of 
Arawak Shares and representing approximately 5.08 per cent. of the issued common 
share capital of Arawak. 
 
 
None of the acceptances of the Offer referred to above were received from 
persons acting in concert with Rosco. 
 
 
All Arawak Shares in respect of which a valid acceptance of the Offer has been 
received may be counted towards satisfaction of the acceptance condition (being 
more than 50 per cent. of the voting rights then normally exercisable at a 
general meeting of Arawak) to which the Offer is subject. However, due to the 
conflicting regulatory regimes of Canada and the United Kingdom, with the 
consent of the Panel and the OSC, valid acceptances received by Rosco prior to 
the satisfaction or waiver of all other Conditions, shall be deemed not to have 
been received for the purposes of determining if the acceptance condition (as 
defined in Section B of Part 3 of the Offer Document) has been satisfied, until 
such time as Rosco declares that the Offer has become wholly unconditional and 
that it will take-up the Arawak shares tendered. 
 
 
Save as referred to in this announcement or in the offer document dated 30 
January 2009 ("Offer Document") containing the full terms and conditions of the 
Offer, neither Rosco nor any person acting in concert with Rosco, had an 
interest in or a right to subscribe for relevant securities of Arawak or had any 
short position (whether conditional or absolute and whether in the money or 
otherwise), including any short position under a derivative, any agreement to 
sell or any delivery obligation or right to require another person to purchase 
or take delivery of any relevant securities of Arawak and neither Rosco nor any 
person acting in concert with Rosco had borrowed or lent relevant securities of 
Arawak. 
 
 
Compulsory Acquisition and Delisting 
 
 
As stated in paragraph 10 of Part 2 of the Offer Document, if the Offer becomes 
or is declared unconditional in all respects and Rosco receives sufficient 
acceptances under the Offer, it will be Rosco's intention, subject to receipt of 
applicable consents (if any), to (i) if Rosco acquires at least 90 per cent. of 
the Arawak Shares to which the Offer relates, exercise its rights pursuant to 
the provisions of Articles 117 and 118 of the Companies Law to acquire 
compulsorily the remaining Arawak Shares to which the Offer relates (construed 
in accordance with Part 18 of the Companies Law); (ii) procure that Arawak makes 
application to the Toronto Stock Exchange for the de-listing of Arawak Shares 
from such exchange; and (iii) procure that Arawak makes applications to the UK 
Listing Authority for the cancellation of listing of Arawak Shares on the 
Official List and to the London Stock Exchange for the cancellation of admission 
to trading in Arawak Shares on its market for listed securities. 
 
 
De-listing from the London Stock Exchange and the Toronto Stock Exchange would 
significantly reduce the liquidity and marketability of any Arawak Shares not 
tendered to the Offer, and could also result in adverse tax consequences to 
Canadian Resident Holders as further described in sub-paragraph 15(a)(iv) of 
Part 2 of the Offer Document. In addition, if the Arawak Shares are de-listed 
from the Official List of the London Stock Exchange, the Relationship Agreement 
between Arawak, Rosco and Vitol B.V. would terminate, removing the protections 
afforded under that agreement. 
 
 
Capitalised terms used and not defined in this announcement have the same 
meanings given to them in the Offer Document. 
 
 
Enquiries: 
 
 
The information agent appointed by Rosco S.A. is Kingsdale Shareholder Services 
Inc. who can be contacted at 1-800-775-5159 (within North America) or +1 
416-867-2272 (outside North America). 
 
 
This announcement does not constitute an offer to sell or an invitation to 
purchase or subscribe for any securities or the solicitation of an offer to buy 
or subscribe for any securities pursuant to the Offer or otherwise. The Offer is 
being made solely by the Offer Document and the Form of Acceptance accompanying 
the Offer Document which contains the full terms and conditions of the Offer 
including details of how the Offer may be accepted. The Offer Document and Form 
of Acceptance are being made available to those Arawak Shareholders who are able 
to receive them, as a result of the laws of the jurisdictions in which they are 
resident. Arawak Shareholders should read the Offer Document and Form of 
Acceptance (if they are able to receive them) as they contain important 
information. 
 
 
The Offer is not being made, directly or indirectly, in or into or by use of the 
mails or any other means or instrumentality (including, without limitation, 
telephonic or electronic) of interstate or foreign commerce of, or any facility 
of a national, state or other securities exchange of Australia or Japan, and the 
Offer will not be capable of acceptance by any such use, means, instrumentality 
or facility or from within Australia or Japan. Accordingly, copies of formal 
documentation relating to Offer are not being, and must not be, directly or 
indirectly, mailed or otherwise forwarded, distributed in or into or from 
Australia or Japan and persons receiving this announcement (including 
custodians, nominees and trustees) must not distribute or send them into or from 
Australia or Japan. Doing so may render invalid any related purported acceptance 
of the Offer. 
 
 
The release, publication or distribution of this announcement in certain 
jurisdictions may be restricted by law and therefore persons in any such 
jurisdictions into which this announcement is released, published or distributed 
should inform themselves about and observe such restrictions. 
 
 
The laws of the relevant jurisdictions may affect the availability of the Offer 
to persons who are not resident in the United Kingdom or Canada. Persons who are 
not resident in the United Kingdom or Canada, or who are subject to laws of any 
jurisdiction other than the United Kingdom or Canada, should inform themselves 
about, and observe, any applicable requirements. Any person (including nominees, 
trustees and custodians) who would, or otherwise intends to, forward this 
announcement, the Offer Document and the Form of Acceptance or any accompanying 
document to any jurisdiction outside the United Kingdom or Canada should refrain 
from doing so and seek appropriate professional advice before taking any action. 
 
 
Dealing Disclosure Requirements 
 
 
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, 
"interested" (directly or indirectly) in 1 per cent or more of any class of 
"relevant securities" of Arawak, all "dealings" in any "relevant securities" of 
Arawak (including by means of an option in respect of, or a derivative 
referenced to, any such "relevant securities") must be publicly disclosed by no 
later than 3.30 p.m. (London time) on the London business day following the date 
of the relevant transaction. This requirement will continue until the date on 
which the Offer becomes, or is declared, unconditional as to acceptances, lapses 
or is otherwise withdrawn or on which the "offer period" otherwise ends. If two 
or more persons act together pursuant to an agreement or understanding, whether 
formal or informal, to acquire an "interest" in "relevant securities" of Arawak, 
they will be deemed to be a single person for the purpose of Rule 8.3. 
 
 
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant 
securities" of Arawak by Rosco or Arawak, or by any of 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 relevant transaction. 
 
 
A disclosure table, giving details of the companies in whose "relevant 
securities" "dealings" should be disclosed, and the number of such securities in 
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. 
 
 
"Interests in securities" arise, in summary, when a person has long economic 
exposure, whether conditional or absolute, to changes in 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 of any option in 
respect of, or derivative referenced to, securities. 
 
 
Terms in quotation marks are defined in the Code, which can also be found on the 
Panel's website. If you are in any doubt as to whether or not you are required 
to disclose 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 
   END 
 
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