Optional Redemption Notice
17 August 2009 - 6:19PM
UK Regulatory
TIDMAXC
RNS Number : 5300X
Addax Petroleum Corporation
17 August 2009
NOTICE TO BONDHOLDERS
THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN
ANY DOUBT ABOUT THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT IMMEDIATELY YOUR
STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER
AUTHORISED UNDER THE UK FINANCIAL SERVICES AND MARKETS ACT 2000 OR OTHER
APPLICABLE LAW AND REGULATION.
ADDAX PETROLEUM CORPORATION
U.S.$300,000,000 3.75 per cent Convertible Bonds
due 2012 (the "Bonds")
convertible into Common Shares of
ADDAX PETROLEUM CORPORATION (the "Company")
NOTICE OF EARLY REDEMPTION
To: All holders of the Bonds (the "Bondholders")
The Law Debenture Trust Corporation p.l.c. as trustee for the Bondholders (the
"Trustee")
17 August 2009 We refer the Bondholders to the Notice of Offer given to the
Bondholders and the Trustee by the Company on 24 July 2009 and the Notice of
Change of Control given to the Bondholders and the Trustee by the Company on
17 August 2009.
Capitalised terms used and not otherwise defined in this notice have the
meanings given in the Notice of Offer, the Notice of Change of Control (copies
of which are attached hereto) or the terms and conditions of the Bonds (the
"Conditions" and each, a "Condition"), as applicable. Bondholders should note
that this notice only summarizes certain of the Conditions.
In satisfaction of the Company's obligations under Condition 7(d), the Company
hereby notifies Bondholders and the Trustee that, following the Change of
Control which occurred on 14 August 2009 resulting from the SIPC Offer:
(i) the Company will exercise its right, pursuant to Condition
7(b), to redeem all of the outstanding Bonds on 1 October 2009 (the "Optional
Redemption Date"), all in accordance with sub-paragraph (iii) of Condition
7(b).The Bonds then outstanding will be redeemed at their principal amount plus
accrued but unpaid interest to but excluding the Optional Redemption Date
(amounting to U.S.$12.70 per U.S.$1,000 principal amount of Bonds). Any payment
in respect of the Bonds will be made in accordance with the applicable
provisions of Condition 8 to the persons shown on the Register at the close of
business on the Record Date, being 22 September 2009;
(ii) the Conversion Price in effect immediately prior to the occurrence of the
Change of Control on 14 August 2009 was C$56.0612. Pursuant to Condition
sub-paragraph (ix) of Condition 6(b), following the occurrence of the Change of
Control resulting from the SIPC Offer, the Change of Control Conversion Price,
is C$45.827. The Change of Control Conversion Price applies during the Change of
Control Period, which commenced on 14 August 2009 and will end on 16 September
2009. As of the close of business on 14 August 2009, U.S.$300,000,000 aggregate
principal amount of the Bonds remained outstanding. The closing market price of
the Common Shares on the Toronto Stock Exchange on 14 August 2009 was C$52.53;
and
(iii) Bondholders who wish to exercise their Conversion Rights in respect of
their Bonds may do so up to the close of business on 22 September 2009, subject
to and in accordance with Condition 6(a) of the Bonds. Such conversion will be
effected at the Conversion Price in effect on the relevant Conversion Date. The
Conversion Price is subject to adjustment in accordance with Condition 6(b).
Bondholders are reminded that the Change of Control Conversion Price in effect
at the date of this Notice of Early Redemption will cease to apply when the
Change of Control Period resulting from the SIPC Offer ends on 16 September
2009.
This notice does not constitute or form any part of any offer or invitation to
subscribe for, underwrite or otherwise acquire, or any solicitation of any offer
to purchase or subscribe for, securities in any jurisdiction. This notice is not
an invitation to participate in any Bond Repurchase Offer in any jurisdiction.
The distribution of this notice in certain jurisdictions may be restricted by
law, and persons into whose possession this notice comes are required to inform
themselves about and observe any such restrictions. Any failure to comply with
these restrictions may constitute a violation of the laws of any such
jurisdiction.
Notice of Change of Control
http://www.rns-pdf.londonstockexchange.com/rns/5300X_1-2009-8-17.pdf
Notice of Offer
http://www.rns-pdf.londonstockexchange.com/rns/5300X_-2009-8-17.pdf
This information is provided by RNS
The company news service from the London Stock Exchange
END
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