Agreed Offer for FirstAfrica

BowLeven Plc 23 November 2006 23 November 2006 Not for release, publication or distribution, in whole or in part, in or into or from the United States, Canada, Australia, the Republic of Ireland or Japan Recommended Offer by Jefferies International Limited on behalf of BowLeven plc for FirstAfrica Oil plc Summary of the Offer: â€¢ The Boards of BowLeven and FirstAfrica are today pleased to announce that they have reached agreement on the terms of a recommended all share offer to be made by Jefferies International on behalf of BowLeven for the whole of the issued and to be issued share capital of FirstAfrica. â€¢ Under the terms of the Offer, FirstAfrica Shareholders will be entitled to receive 1 New BowLeven Share for every 190 FirstAfrica Shares. There will be no cash alternative. â€¢ The Offer values the entire existing issued share capital of FirstAfrica at approximately Â£30.1 million (involving the issue of up to 14,082,602 New BowLeven Shares) and each FirstAfrica Share at approximately 1.13 pence, based on the Closing Price of 213.75 pence per BowLeven Share on 22 November 2006, being the last Business Day prior to the date of this Announcement. â€¢ The Offer, based on the Closing Price of 213.75 pence per BowLeven share on 22 November 2006, represents a premium of: - 25.0 per cent. to the Closing Price of 0.9 pence per FirstAfrica Share on 9 November 2006, being the date on which FirstAfrica Shares were suspended from trading on AIM; and - 21.0 per cent. to the average Closing Price of 0.93 pence per FirstAfrica Share for the 30 calendar days ended 9 November 2006. â€¢ The BowLeven Directors believe the Offer represents an excellent opportunity for BowLeven in that: - the combination of BowLeven's and FirstAfrica's respective asset portfolios creates a significant, operated and focused West Africa position; - it will diversify BowLeven's single country exposure whilst maintaining regional focus; - BowLeven's management has considerable experience in developing offshore upstream projects to apply to the development of the EOV Field in particular; - BowLeven intends to revise and optimise the field development plan for the EOV Field; - BowLeven's existing financial resources and additional financing can be used to bring the EOV Field into production; - the EOV Field should provide an opportunity for mid/near term cash flow with first oil anticipated in the second half of 2008; and - FirstAfrica's exploration potential augments BowLeven's existing 100 per cent. operated acreage position. â€¢ Irrevocable undertakings to accept, or procure acceptance of, the Offer representing approximately 29.0 per cent. of FirstAfrica's existing issued share capital have been received by BowLeven. â€¢ It is expected that the Offer Document, the Equivalent Document and the Form of Acceptance will be posted to FirstAfrica Shareholders as soon as practicable and, in any event, within 28 days of this Announcement, except otherwise with the consent of the Panel. â€¢ The FirstAfrica Directors, who have been so advised by Rothschild, consider the terms of the Offer to be fair and reasonable. In providing advice to the FirstAfrica Directors, Rothschild has taken into account the FirstAfrica Directors' commercial assessments. Accordingly, the FirstAfrica Directors have unanimously agreed to recommend that all FirstAfrica Shareholders accept the Offer, as each of the FirstAfrica Directors that owns FirstAfrica Shares has irrevocably undertaken to do (or procure to be done) in respect of his own respective beneficial holdings of FirstAfrica Shares (amounting to, in aggregate and when taken together with the holdings of related trusts and close family members of the FirstAfrica Directors, 3,507,369 FirstAfrica Shares, representing approximately 0.13 per cent. of the existing issued share capital of FirstAfrica). â€¢ In a separate announcement made today, BowLeven has announced a Placing of 20,863,637 new BowLeven shares to raise approximately Â£45.9 million (gross of expenses) and that BowLeven has also granted an option to Suntera Resources Limited to subscribe by way of a Private Placing for 5,500,000 new BowLeven Shares to raise approximately Â£12.1 million (gross of expenses). The option is exercisable, at Suntera's discretion, on 27 November 2006. If not exercised on that date, the option will lapse. The Placing is fully underwritten by Hoare Govett. The Placing and the Private Placing are each conditional on the passing of the requisite resolution to be proposed at an EGM of BowLeven but neither is conditional on the Offer being declared wholly unconditional. â€¢ The New BowLeven Shares to be issued pursuant to the Offer represent approximately 29.3 per cent. of the Enlarged Issued Share Capital. â€¢ The New BowLeven Shares to be issued pursuant to the Offer represent approximately 18.9 per cent. of the aggregate of the Enlarged Issued Share Capital, the new BowLeven Shares to be issued under the Placing and the new BowLeven Shares to be issued under the Private Placing (assuming exercise by Suntera of its option). â€¢ BowLeven has also today agreed the key terms of a loan facility to FirstAfrica of up to US$25 million, subject to agreeing formal documentation, which FirstAfrica can draw down as required, subject to certain constraints, to meet its obligations to existing and new creditors of FirstAfrica. As at 22 November 2006, FirstAfrica had creditors of US$23.2 million. The interest rate on the proposed facilities would be US$ 3 month LIBOR plus 3 per cent. per annum. The proposed facility would be secured on (amongst other things) the shares of the two wholly-owned subsidiaries of FirstAfrica which own the East Orovinyare Block and the Epaemeno Block. â€¢ BowLeven holds interests in three blocks offshore Cameroon, West Africa. BowLeven's principal licensed interests are in the Etinde Permit area offshore Cameroon with a 100 per cent. interest in three shallow water blocks: Blocks MLHP-5, MLHP-6 and MLHP-7. As stated in BowLeven's annual report and accounts for the financial year ended 30 June 2006, recoverable hydrocarbon volumes in MLHP-7 are estimated to be 109mmboe of which 33.7mmboe are 2P recoverable reserve and 75.3mmboe are P50 Contingent Resources. â€¢ FirstAfrica's principal interests are in two 100 per cent. owned blocks in Gabon: the East Orovinyare Block and the Epaemeno Block. FirstAfrica announced on 15 November 2006 that a reserve audit carried by Netherland, Sewell & Associates on the EOV Field located in the East Orovinyare Block had produced a 'best estimate' of unrisked Contingent Resources of 7.4mmbo. FirstAfrica announced on 4 October 2006 that a block assessment report carried out by Exploration Consultants Limited on the Epaemeno Block had identified six prospects in the Epaemeno Block with a total of 228 million barrels of unrisked Prospective Resources (recoverable). Commenting on the Offer, Kevin Hart, Chief Executive Officer of BowLeven, said: 'This is an attractive opportunity for BowLeven and fits within the group's stated strategy of developing a portfolio of energy assets within the West African region. The combination of Bowleven and FirstAfrica would match FirstAfrica's development assets with BowLeven's capital resources and management expertise and create benefits for both sets of shareholders.' John Bentley, Executive Chairman of FirstAfrica, said: 'The Offer provides FirstAfrica Shareholders with an opportunity to achieve a premium to the market value whilst retaining exposure to FirstAfrica's quality assets through BowLeven.' This summary should be read in conjunction with, and is subject to, the full text of the attached Announcement. Appendix II to the attached Announcement contains definitions of certain expressions used in this summary. ENQUIRIES For further information contact: BowLeven Kevin Hart, Chief Executive Officer 00 44 777 193 4974 Terry Heneaghan, Executive Chairman 00 44 131 260 5100 Jefferies International Richard Kent 00 44 207 618 3713 Hoare Govett Limited Andrew Foster 00 44 207 678 8000 Bertie Whitehead Maitland Neil Bennett 00 44 207 379 5151 Alastair Crabbe FirstAfrica John Bentley, Executive Chairman 00 44 20 7408 7630 Rothschild Neeve Billis 00 44 207 280 5000 M:Communications Stuart Leasor 00 44 20 7153 1527 The Offer Document, the Equivalent Document and the Form of Acceptance will be posted to FirstAfrica Shareholders as soon as practicable and, in any event, within 28 days of this Announcement, except otherwise with the consent of the Panel. The BowLeven Directors accept responsibility for the information contained in this Announcement other than that relating to the FirstAfrica Group, the FirstAfrica Directors, their immediate families, related trusts and connected persons. To the best of the knowledge of the BowLeven Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Announcement for which they are taking responsibility is in accordance with the facts and contains no omission likely to affect the import of such information. The FirstAfrica Directors accept responsibility for the information contained in this Announcement relating to the FirstAfrica Group, themselves and their immediate families, related trusts and connected persons. To the best of the knowledge of the FirstAfrica Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Announcement for which they are taking responsibility is in accordance with the facts and contains no omission likely to affect the import of such information. Jefferies International, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as financial adviser to BowLeven in connection with the Offer and no-one else and will not be responsible to anyone other than BowLeven for providing the protections afforded to customers of Jefferies International or for providing advice in relation to the Offer. Hoare Govett, which is regulated in the United Kingdom for the conduct of investment business by the Financial Services Authority, is acting for BowLeven as corporate broker in connection with the Offer and no-one else and will not be responsible to anyone other than BowLeven for providing the protections afforded to customers of Hoare Govett, nor for providing advice in relation to the matters described herein. Rothschild, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for FirstAfrica in connection with the Offer and no-one else and will not be responsible to anyone other than FirstAfrica for providing the protections afforded to clients of Rothschild or for providing advice in relation to the Offer. This Announcement does not constitute, or form part of, an offer or an invitation to purchase or subscribe for any securities. The Offer will be made solely by the Offer Document and the Form of Acceptance, which together will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. The availability of the Offer to persons who are not resident in the United Kingdom may be affected by the laws of their relevant jurisdiction. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. Further details in relation to overseas shareholders will be contained in the Offer Document. These written materials are not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration under the US Securities Act of 1933 (the 'US Securities Act') or an exemption therefrom. BowLeven has not registered and does not intend to register any of its ordinary shares under the US Securities Act. The New BowLeven Shares will not be offered or sold to the public in the United States. Unless otherwise determined by BowLeven and subject to any dispensation required from the Panel, the Offer will not be made, directly or indirectly, in or into or by the use of the mails of, or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or through any facilities of a national securities exchange of, the United States, Canada, Australia or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction, and the Offer, when made, should not be accepted by any such use, means, instrumentality or facilities or from or within the United States, Canada, Australia or Japan or any such other jurisdiction. Accordingly, copies of this Announcement are not being, and must not be mailed or otherwise forwarded, distributed or sent in, into or from the United States, Canada, Australia or Japan and all persons receiving this Announcement (including nominees, trustees and custodians) must not mail or otherwise forward, distribute or send it in, into or from the United States, Canada, Australia or Japan. Doing so may render invalid any purported acceptance of the Offer. Notwithstanding the foregoing, BowLeven will retain the right to permit the Offer to be accepted and any sale of securities pursuant to the Offer to be completed if, in its sole discretion, it is satisfied that the transaction in question can be undertaken in compliance with applicable law and regulation. 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% or more of any class of 'relevant securities' of BowLeven or of FirstAfrica, all 'dealings' in any 'relevant securities' of that company (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 pm (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 BowLeven or of FirstAfrica, 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 BowLeven or of FirstAfrica or 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 Takeover 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. 23 November 2006 Not for release, publication or distribution, in whole or in part, in or into or from the United States, Canada, Australia, the Republic of Ireland or Japan Recommended Offer by Jefferies International Limited on behalf of BowLeven plc for FirstAfrica Oil plc 1. Introduction The Boards of BowLeven and FirstAfrica are today pleased to announce that they have reached agreement on the terms of a recommended all share offer to be made by Jefferies International on behalf of BowLeven for the whole of the issued and to be issued share capital of FirstAfrica. The FirstAfrica Directors unanimously intend to recommend the Offer. 2. The Offer The Offer, which will be subject to the conditions and further terms set out, or referred to, in Appendix I to this Announcement and to be set out in the Offer Document and in the Form of Acceptance, will be made by Jefferies International on behalf of BowLeven on the following basis: for every 190 FirstAfrica Shares : 1 New BowLeven Share Fractions of New BowLeven Shares will not be allotted or issued to holders of FirstAfrica Shares who accept the Offer (including such holders who are deemed to accept the Offer) but will be aggregated and sold in the market and the proceeds retained for the benefit of the Enlarged Group. There will be no cash alternative. The Offer values the entire existing issued share capital of FirstAfrica at approximately Â£30.1 million (involving the issue of up to 14,082,602 New BowLeven Shares) and each FirstAfrica Share at approximately 1.13 pence, based on the Closing Price of 213.75 pence per BowLeven Share on 22 November 2006, being the last Business Day prior to the date of this Announcement. The Offer, based on the Closing Price of 213.75 pence per BowLeven share on 22 November 2006, represents a premium of: â€¢25.0 per cent. to the Closing Price of 0.9 pence per FirstAfrica Share on 9 November 2006, being the day on which FirstAfrica Shares were suspended from trading on AIM; and â€¢21.0 per cent. to the average Closing Price of 0.93 pence per FirstAfrica Share for the 30 calendar days ended 9 November 2006. The New BowLeven Shares to be issued pursuant to the Offer represent approximately 29.3 per cent. of the Enlarged Issued Share Capital. Details of the further terms of and conditions to the Offer are set out below and in Appendix I to this Announcement. 3. Irrevocable undertakings BowLeven has received irrevocable undertakings to accept the Offer from each of the FirstAfrica Directors that own FirstAfrica Shares in respect of, in aggregate and when taken together with the holdings of related trusts and close family members of the FirstAfrica Directors, 3,507,369 FirstAfrica Shares, representing approximately 0.13 per cent. of the existing issued share capital of FirstAfrica. These undertakings are conditional upon the issue of the Offer Document not later than 5.00pm on 31 January 2007 (or such later date as may be mutually agreed) and will cease to be binding only if the Offer lapses or is withdrawn. BowLeven has also received an irrevocable undertaking to accept the Offer from Energem Petroleum Corporation Limited in respect of its entire holding, that amounts to 91,854,609 FirstAfrica Shares, representing approximately 3.4 per cent. of the existing issued share capital of FirstAfrica. This undertaking is conditional upon the issue of the Offer Document not later than 5.00pm on 31 January 2007 (or such later date as may be mutually agreed) and will cease to be binding only if the Offer lapses or is withdrawn. Further, BowLeven has received an irrevocable undertaking to accept the Offer from Gulf of Guinea Petroleum Corporation Inc. in respect of its entire holding, that amounts to 681,573,993 FirstAfrica Shares, representing approximately 25.5 per cent. of the existing issued share capital of FirstAfrica. This undertaking is conditional upon the issue of the Offer Document not later than 5.00pm on 31 January 2007 (or such later date as may be mutually agreed) and will cease to be binding only if the Offer lapses or is withdrawn. Energem Petroleum Corporation Limited and Gulf of Guinea Petroleum Corporation Inc. are both subsidiaries of Energem Resources Inc. Accordingly, BowLeven has received irrevocable undertakings to accept the Offer in respect of, in aggregate, 776,935,971 FirstAfrica Shares representing approximately 29.0 per cent. of the existing issued share capital of FirstAfrica, as at 22 November 2006, being the last Business Day prior to the date of this Announcement. 4. Background to and reasons for the Offer On 15 November 2006, the Company announced that it had approached the Board of FirstAfrica with the outline terms of a possible offer for the entire issued and to be issued share capital of FirstAfrica. The Offer represents an opportunity for BowLeven to expand its presence in the West Africa region. FirstAfrica offers access to a new area in the region through the wholly-owned EOV Field, a planned oil development offshore Gabon, and the wholly-owned prospective Epaemeno Block, an onshore Gabon exploration block. The combination of an oil field development and a prospective exploration area in a new country in the region represents, in the BowLeven Board's view, a balanced opportunity to expand BowLeven's business. In addition, combining the asset portfolios of BowLeven and FirstAfrica means that BowLeven's existing financial resources and additional financing proposed to be raised by BowLeven can be used to bring the EOV Field into production in a timely and effective manner. The BowLeven Board believes that the present plan of production of the EOV Field, using an FPSO, is potentially sub-optimal. BowLeven is considering revising the field development plan to incorporate a pipeline from the EOV Field to the existing processing facilities in nearby fields. The result of this potential revision to the field development plan is that first oil from the EOV Field will be delayed until the middle of 2008, during which time the necessary infrastructure and completion work are proposed to be undertaken on the field. The BowLeven Directors believe that the revised field development plan will potentially transform the economic potential of the EOV Field due to the significantly lower operational costs involved in producing oil through a pipeline as against using an FPSO. In addition, BowLeven has the GlobalSantaFe rig, Adriatic VI, under contract to drill four wells, starting in early 2007. It is BowLeven's intention that the first two of these wells will be drilled in BowLeven's existing acreage and BowLeven is examining the possibility of drilling the remaining two wells in FirstAfrica's acreage, which would accelerate the exploration of that acreage. 5. Information on BowLeven BowLeven is an African oil and gas group, based in Edinburgh and traded on AIM. BowLeven holds interests in three blocks offshore Cameroon, West Africa, considered by the BowLeven Board to be one of the most attractive oil and gas exploration areas in West Africa. BowLeven has operated in Cameroon since 1999. BowLeven's principal licensed interests are in the Etinde Permit area offshore Cameroon, near to the hydrocarbon-bearing regions of the West African coast including offshore Nigeria, Equatorial Guinea and Angola. BowLeven, through its wholly-owned subsidiary EurOil Limited, has a 100 per cent. interest in three shallow water blocks; namely Blocks MLHP-5, MLHP-6 and MLHP-7. In total, BowLeven has approximately 2,300 square kilometres of exploration acreage. These assets are located across the Rio del Rey and the Douala basins. Since the end of 2004, BowLeven has acquired over 1,600 square kilometres of 3D seismic data in the Etinde Permit, with the most recent survey completed in July 2006. As stated in BowLeven's annual report and accounts for the financial year ended 30 June 2006, recoverable hydrocarbon volumes in MLHP-7 are estimated to be 109mmboe of which 33.7mmboe are 2P recoverable reserves and 75.3mmboe are P50 Contingent Resources. BowLeven is assessing the potential of a 150MW gas-to-electricity project with the Cameroon government using the production from MLHP-7. As set out in the preliminary results for the year ended 30 June 2006, released on 2 November 2006, BowLeven has concentrated on its stated plans and objectives at the time of admission of BowLeven Shares to trading on AIM, which were to: - implement a gas-to-electricity business plan for block MLHP-7, to produce gas/condensate reserves, with the support of the Cameroon authorities; - establish a plan to monetise additional existing recoverable hydrocarbon reserves and contingent resources within Block MLHP-7; - acquire and interpret 3D seismic over Blocks MLHP-5 and MLHP-6, and identify attractive drilling prospects; - secure one or more industry joint venture partners; - assess the additional exploration potential of the Etinde Permit; - prepare to drill four wells in early 2007; and - strengthen the BowLeven Board composition and management team. BowLeven believes that progress has been made on all fronts. In particular: - EurOil Limited is actively engaged with the Cameroon authorities in negotiating a production-sharing contract for block MLHP-7, as a prelude to development of its recoverable hydrocarbon reserves; - EurOil Limited is also in active discussions with Societe Nationale des Hydrocarbures and certain other operators as regards the possible establishment of a Cameroon national gas-gathering system, with a hub at Limbe, which is onshore at Block MLHP-7; - the acquisition and processing of 3D seismic over Blocks MLHP-5 and MLHP-6 has been completed, and interpretation of the data is at an advanced stage. Several leads and plays have been identified and drilling prospects are being worked up; - early in 2006, the Company conducted a preliminary exercise in connection with the possible farm-out of some of its equity in Blocks MLHP-5 and MLHP-6. Although there was significant industry interest, the BowLeven Directors decided, for a variety of reasons, not to farm-out at that time. BowLeven continues to evaluate its farm-out needs and opportunities; - a rig has been secured for a four-well drilling programme in early 2007, and drilling locations are currently being finalised; and - the BowLeven Board has already been enhanced with the appointment of Kevin Hart as Chief Executive Officer and will be further enhanced with the appointments of Ronnie Hanna as non-executive Chairman and Caroline Cook as a non-executive director with effect from the AGM to be held on 6 December 2006. Two further non-executive directors are being actively sought. 6. Information on FirstAfrica FirstAfrica is an African oil and gas group, based in London and traded on AIM since 8 February 2005. The suspension of FirstAfrica's ordinary shares from trading on AIM was announced on 9 November 2006 pending clarification of FirstAfrica's financial position. FirstAfrica has a 100 per cent. interest in one onshore block and one offshore block in Gabon, West Africa. The offshore block contains the EOV Field, an oil discovery that FirstAfrica is seeking to develop. FirstAfrica announced on 15 November 2006 that a reserve audit carried by Netherland, Sewell & Associates on the EOV Field had produced a 'best estimate' of unrisked Contingent Resources in respect of the EOV Field of 7.4mmbo. This 'best estimate' was given as Contingent Resources as, due to time limitations, Netherland, Sewell & Associates did not develop a full economic model. FirstAfrica reported gross assets of approximately $184.9million as at 31 May 2006 and reported a loss of approximately $16.2million for the nine months ended 30 November 2005. East Orovinyare Block and EOV Field The East Orovinyare offshore discovery area (in which the EOV Field is situated) was explored by Marathon Oil Corporation in 1998 and appraised in 1999 with two further wells. Marathon Oil Corporation then relinquished the area and GGPC Gabon (EOV) Limited, a wholly-owned subsidiary of FirstAfrica, signed a PSC with the Gabon Government for the East Orovinyare Block in February 2004. The EOV Field is located six miles offshore Gabon in 65 feet of water and the exploration permit covers an area of 105 square kilometres. The 'best estimate' of unrisked Contingent Resources in respect of the EOV Field is 7.4mmbo. The East Orovinyare PSC has an effective date of 16 February 2004 and is valid for 10 years with the option to extend the contract over two subsequent five-year periods. The PSC allows the Gabon Government to back-in up to a 7.5 per cent. interest on first oil from the EOV Field. The PSC allows for cost recovery of up to 75 per cent. of net production. FirstAfrica had a field development plan in respect of the EOV Field approved by the Gabon Government on 8 December 2005. FirstAfrica drilled four wells on the EOV Field between April and September 2006. The development plan involved unmanned well head structures tied back to an FPSO. In addition to the discovered EOV Field within the East Orovinyare Block, there is also an exploration area over which 3D seismic has been obtained and analysed. Epaemeno Block The Epaemeno Block (formerly known as JT2000) is FirstAfrica's 100 per cent. owned onshore Gabon exploration block which lies to the north of Shell's recent discoveries in the Awoun Block. Exploration Consultants Limited published its Epaemeno block assessment report on 24 January 2006, which identified six prospects in the Epaemeno block with a total of 228 million barrels of unrisked Prospective Resources (recoverable). 7. Board, management and employees The members of the BowLeven Board will continue to be responsible for their respective functions in the Enlarged Group. The BowLeven Board has given assurances to the FirstAfrica Board that the existing employment rights, including pension rights, of all employees of FirstAfrica will be fully safeguarded. 8. Loan facility BowLeven has also today agreed the key terms of a loan facility to FirstAfrica of up to US$25 million, subject to agreeing formal documentation, which FirstAfrica can draw down as required, subject to certain constraints, to meet its obligations to existing and new creditors of FirstAfrica. As at 22 November 2006, FirstAfrica had creditors of US$23.2 million. The interest rate on the proposed facilities would be US$ 3 month LIBOR plus 3 per cent. per annum. The proposed facility would be secured on (amongst other things) the shares of the two wholly-owned subsidiaries of FirstAfrica which own the East Orovinyare Block and the Epaemeno Block. 9. Current trading for BowLeven On 2 November 2006, BowLeven made the following statement in its preliminary results announcement for the year ended 30 June 2006: 'Despite the drilling of two unsuccessful wells in 2005, the stated hydrocarbon asset base of the Group has not materially changed since the listing of BowLeven's shares on AIM two years ago. The potential to exploit these recoverable reserves and contingent resources remains intact, and I am confident that the management team will do so. The exploration potential of the Etinde Permit remains; blocks MLHP-5 and 6 have the potential for discovery of substantial hydrocarbon reserves and resources, with consequent benefits for shareholder value. The Board and management team have been strengthened and this team has the undoubted potential to drive the Company forward to success.' Since the announcement of the preliminary results and save as otherwise stated in this Announcement, there has been no change to the outlook of BowLeven. 10. Placing and option In a separate announcement made today, BowLeven has announced a Placing of 20,863,637 new BowLeven shares to raise approximately Â£45.9 million (gross of expenses) and that BowLeven has also granted an option to Suntera Resources Limited to subscribe by way of a Private Placing for 5,500,000 new BowLeven Shares to raise approximately Â£12.1 million (gross of expenses). The option is exercisable, at Suntera's discretion, on 27 November 2006. If not exercised on that date, the option will lapse. The Placing is fully underwritten by Hoare Govett. The Placing and the Private Placing are each conditional on the passing of the requisite resolution to be proposed at an EGM of BowLeven but neither is conditional on the Offer being declared wholly unconditional. The monies raised will fund the possible revised field development plan of the Enlarged Group and to provide funds for further exploration activities and for working capital purposes. Of the up to Â£58 million being raised, the Company anticipates that the majority will be used to finance the possible revised EOV Field development plan, which includes the construction of a pipeline and the necessary ancillary infrastructure and completion work. The New BowLeven Shares to be issued pursuant to the Offer represent approximately 18.9 per cent. of the aggregate of the Enlarged Issued Share Capital, the new BowLeven Shares to be issued under the Placing and the new BowLeven Shares to be issued under the Private Placing (assuming exercise by Suntera of its option). Further details of the resolution required to be passed to implement the Placing and the Private Placing will be set out in the Notice of EGM. 11. Consents and meeting The Offer is conditional upon, amongst other things, the passing by BowLeven shareholders of the resolution to be proposed at an EGM. BowLeven's shareholders will be asked for authority to increase the authorised share capital of BowLeven to the extent necessary to implement the Offer and to grant the requisite allotment authority to the BowLeven Directors. The BowLeven Directors will be unanimously recommending all BowLeven shareholders to vote in favour of the resolution to be proposed at the EGM as they intend to do so in respect of their own aggregate beneficial shareholdings comprising, in aggregate and when taken together with the holdings of related trusts and close family members of the BowLeven Directors, 2,335,212 BowLeven Shares, representing approximately 6.9 per cent. of BowLeven's existing issued share capital. The Notice of EGM will be sent to BowLeven's shareholders in due course. 12. Recommendation of the FirstAfrica Board The FirstAfrica Directors believe that the Offer represents an opportunity to achieve a premium to the market value whilst retaining exposure to FirstAfrica's assets. The FirstAfrica Directors, having been so advised by Rothschild, consider the terms of the Offer to be fair and reasonable. In providing advice to the FirstAfrica Directors, Rothschild has taken into account the commercial assessments of the FirstAfrica Directors. Accordingly, the FirstAfrica Directors unanimously recommend all FirstAfrica Shareholders accept the Offer, as each of the FirstAfrica Directors that owns FirstAfrica Shares has irrevocably undertaken to do (or procure to be done) in respect of their own respective beneficial holdings of FirstAfrica Shares amounting, in aggregate and when taken together with the holdings of related trusts and close family members of the FirstAfrica Directors, to 3,507,369 FirstAfrica Shares, representing approximately 0.13 per cent. of the existing issued share capital FirstAfrica. 13. FirstAfrica Share Option Scheme Appropriate proposals will be made to members of the FirstAfrica Share Option Scheme. 14. Disclosure of interests in FirstAfrica Jerry Anthony, a BowLeven Director, holds 24,280 FirstAfrica Shares. Save as disclosed above, neither BowLeven, nor any director of BowLeven, nor so far as BowLeven is aware any person acting in concert with BowLeven, owns or controls any FirstAfrica Shares or holds any option to acquire any FirstAfrica Shares or has entered into any derivative referenced to FirstAfrica Shares ('Relevant FirstAfrica Securities') which remains outstanding, nor does any such person have any arrangement in relation to FirstAfrica Shares. For these purposes, 'arrangement' includes any indemnity or option arrangement, any agreement or understanding, formal or informal, of whatever nature, relating to Relevant FirstAfrica Securities which may be an inducement to deal or refrain from dealing in such securities. 15. Further details of the Offer The FirstAfrica Shares will be acquired under the Offer fully paid and free from all liens, equities, charges, encumbrances and other interests and together with all rights attaching to them after the date of the Offer, including the right to receive all dividends (if any) declared, made or paid thereafter. The New BowLeven Shares issued pursuant to the Offer will rank pari passu with the existing BowLeven Shares, including in respect of all dividends made, paid or declared from the time they are issued and allotted. The Offer will be subject to the conditions and further terms set out in Appendix I to this Announcement and to be set out in the Offer Document and in the Form of Acceptance, including approval of certain matters by BowLeven Shareholders and Admission. 16. Admission to trading on AIM and dealings in New BowLeven Shares It is BowLeven's intention that, following the Offer becoming or being declared unconditional in all respects (save only for Admission), BowLeven will apply for the New BowLeven Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings will commence in the New BowLeven Shares as soon as is practicable, in accordance with the AIM Rules, after the Offer becomes or is declared unconditional in all respects (save only for Admission). 17. Compulsory acquisition and de-listing BowLeven intends, assuming it becomes so entitled, to use the procedures set out in sections 428 to 430F (inclusive) of the Act to acquire compulsorily any remaining FirstAfrica Shares following the Offer becoming or being declared unconditional in all respects. When the Offer becomes or is declared unconditional in all respects, BowLeven intends to procure the making of an application by FirstAfrica to the London Stock Exchange for the cancellation of the admission to trading of FirstAfrica Shares on AIM. It is anticipated that cancellation of admission to trading will take effect no earlier than 20 business days after the Offer becomes or is declared unconditional in all respects. The cancellation of admission to trading on AIM of FirstAfrica Shares will significantly reduce the liquidity and marketability of any FirstAfrica Shares not assented to the Offer and their value may be affected in consequence. 18. BowLeven and FirstAfrica issued share capital In accordance with Rule 2.10 of the City Code, BowLeven confirms that it has 34,044,925 BowLeven Shares in issue. The International Securities Identification Number for BowLeven is ISIN GB00B04PYL99. If they each proceed, the Offer, the Placing and the Private Placing would together result in a further 40,446,239 BowLeven Shares being issued, giving a total of 74,491,164 BowLeven Shares then in issue. In accordance with Rule 2.10 of the City Code, FirstAfrica confirms that it has 2,675,694,302 Shares in issue. The International Securities Identification Number for FirstAfrica is ISIN GB00B020KB82. 19. General The Offer Document, the Equivalent Document and the Form of Acceptance will be posted to FirstAfrica Shareholders as soon as practicable and, in any event, within 28 days of this Announcement, except otherwise with the consent of the Panel, other than (with any dispensation required from the Panel) to certain overseas FirstAfrica Shareholders. The full terms of and conditions to the Offer will be set out in the Offer Document and Form of Acceptance. In deciding whether or not to accept the Offer, FirstAfrica Shareholders should rely solely on the information contained in, and follow the procedures described in, the Offer Document and Form of Acceptance. The availability of the Offer to persons who are not resident in the United Kingdom may be affected by the laws of their relevant jurisdiction. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. Further details in relation to overseas shareholders will be contained in the Offer Document. These written materials are not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration under the US Securities Act of 1933 (the 'US Securities Act') or an exemption therefrom. BowLeven has not registered and does not intend to register any of its ordinary shares under the US Securities Act. The ordinary shares will not be offered or sold to the public in the United States. Unless otherwise determined by BowLeven and subject to any dispensation required from the Panel, the Offer will not be made, directly or indirectly, in or into or by the use of the mails of, or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or through any facilities of a national securities exchange of, the United States, Canada, Australia or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction, and the Offer, when made, should not be accepted by any such use, means, instrumentality or facilities or from or within the United States, Canada, Australia or Japan or any such other jurisdiction. Accordingly, copies of this Announcement are not being, and must not be mailed or otherwise forwarded, distributed or sent in, into or from the United States, Canada, Australia or Japan and all persons receiving this Announcement (including nominees, trustees and custodians) must not mail or otherwise forward, distribute or send it in, into or from the United States, Canada, Australia or Japan. Doing so may render invalid any purported acceptance of the Offer. Notwithstanding the foregoing, BowLeven will retain the right to permit the Offer to be accepted and any sale of securities pursuant to the Offer to be completed if, in its sole discretion, it is satisfied that the transaction in question can be undertaken in compliance with applicable law and regulation. This Announcement does not constitute, or form part of, an offer or an invitation to purchase or subscribe for any securities. The Offer will be made solely by the Offer Document and the Form of Acceptance, which will contain the full terms of and conditions to the Offer, including details of how the Offer may be accepted. ENQUIRIES For further information contact: BowLeven Kevin Hart, Chief Executive Officer 00 44 777 193 4974 Terry Heneaghan, Executive Chairman 00 44 131 260 5100 Jefferies International Richard Kent 00 44 207 618 3713 Hoare Govett Limited Andrew Foster 00 44 207 678 8000 Bertie Whitehead Maitland Neil Bennett 00 44 207 379 5151 Alastair Crabbe FirstAfrica John Bentley, Executive Chairman 00 44 20 7408 7630 Rothschild Neeve Billis 00 44 207 280 5000 M:Communications Stuart Leasor 00 44 20 7153 1527 Jefferies International, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as financial adviser to BowLeven in connection with the Offer and no-one else and will not be responsible to anyone other than BowLeven for providing the protections afforded to customers of Jefferies International or for providing advice in relation to the Offer. Hoare Govett, which is regulated in the United Kingdom for the conduct of investment business by the Financial Services Authority, is acting for BowLeven as corporate broker in connection with the Offer and no-one else and will not be responsible to anyone other than BowLeven for providing the protections afforded to customers of Hoare Govett, nor for providing advice in relation to the matters described herein. Rothschild, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for FirstAfrica in connection with the Offer and no-one else and will not be responsible to anyone other than FirstAfrica for providing the protections afforded to clients of Rothschild or for providing advice in relation to the Offer. APPENDIX I Part A: Conditions of the Offer The Offer will be subject to the following conditions: 1. valid acceptances being received (and not, where permitted, withdrawn) by not later than 1.00pm on the first closing date of the Offer (or such later time(s) and/or date(s) as BowLeven may, with the consent of the Panel or in accordance with the rules of the City Code, decide) in respect of not less than 90 per cent., (or such lesser percentage as BowLeven may decide) of the FirstAfrica Shares to which the Offer relates, provided that this condition will not be satisfied unless BowLeven, together with any member of the BowLeven Group shall have acquired or agreed to acquire, whether pursuant to the Offer or otherwise, FirstAfrica Shares carrying in aggregate more than 50 per cent., of the voting rights then normally exercisable at a general meeting of FirstAfrica, including for this purpose, to the extent (if any) required by the Panel, any such voting rights attaching to (or which would, if issued, attach to) FirstAfrica Shares which are unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances whether pursuant to the exercise of any outstanding conversion or subscription rights or otherwise. For the purpose of this condition; (i), the expression 'FirstAfrica Shares to which the Offer relates' shall be construed in accordance with sections 428 to 430F (inclusive) of the Companies Act; (ii) shares which have been unconditionally allotted but not issued shall be deemed to have the voting rights which they will carry upon issue; and (iii) valid acceptances shall be deemed to have been received in respect of any FirstAfrica Shares that BowLeven (and its subsidiaries) are, pursuant to section 429(8) of the Act, treated as having been acquired or contracted to be acquired by BowLeven by virtue of acceptances of the Offer; 2. the London Stock Exchange announcing its decision to admit to trading on AIM the New BowLeven Shares (subject only to the allotment of such shares) and such Admission becoming effective in accordance with the AIM Rules; 3. the passing at the EGM (or any adjournment thereof) of any BowLeven Shareholder resolution or resolutions which may be necessary to approve, effect and implement or authorise the implementation of the Offer including such resolutions as may be necessary to increase the authorised share capital of BowLeven and to grant the BowLeven Directors authority to allot the New BowLeven Shares; 4. without limitation to the conditions set out below, BowLeven not having discovered or otherwise become aware prior to the date when the Offer would otherwise have become or been declared unconditional that the Office of Fair Trading intends, or is reasonably likely, to refer the Acquisition, or any matters arising therefrom, to the Competition Commission pursuant to the Enterprise Act 2002; 5. no central bank government or governmental, quasi-governmental, supranational, statutory or regulatory or investigative body, court, trade agency, professional body, association, authority (including any national anti-trust or merger control authority), institution or professional or environmental body or other person or body in any jurisdiction (each a 'Relevant Authority') having, prior to the date when the Offer would otherwise have become or been declared unconditional in all respects, having decided to take, institute, implement or threaten any action, suit, proceeding, investigation, enquiry or reference, or having enacted, made or proposed any statute, regulation, order or decision, or required any action to be taken or information to be provided or having taken any other step which would or might reasonably be expected to: (i) make the Offer or its implementation or the acquisition or proposed acquisition by BowLeven or any member of the BowLeven Group of any or all of the FirstAfrica Shares or of control or management of FirstAfrica or any member of the FirstAfrica Group by BowLeven or any member of the BowLeven Group, void, illegal or unenforceable under the laws of any jurisdiction or, directly or indirectly, materially restrain, prevent, prohibit, restrict, delay or otherwise materially interfere in the implementation of or impose additional material conditions or obligations with respect to, or otherwise challenge, the Offer or the acquisition or proposed acquisition of FirstAfrica or the Wider FirstAfrica Group by BowLeven or any member of the BowLeven Group, or its implementation or any acquisition of any FirstAfrica Shares by BowLeven; (ii) result, directly or indirectly, in a limitation or material delay in the ability of BowLeven, any member of the Wider BowLeven Group or any member of the Wider FirstAfrica Group to acquire or to hold or to exercise effectively, directly or indirectly, all or any rights of ownership in respect of shares, securities or loans or other securities convertible into shares (or the equivalent) in, or to exercise voting or management control over, any member of the Wider FirstAfrica Group; (iii) require, prevent, restrict or materially delay the divestiture or alter the terms of, or envisaged for any proposed divestiture by any member of the Wider BowLeven Group or by any member of the Wider FirstAfrica Group of all or any part of their respective businesses, assets or properties or impose any limitation on the ability of any of them to conduct all or any portion of their respective businesses or to own or control all or any portion of their respective assets (including shares or other securities (or the equivalent) in FirstAfrica or any other member of the Wider FirstAfrica Group) or properties or any part thereof in each case in a manner or to an extent which is material in the context of the Wider BowLeven Group taken as a whole and/or the Wider FirstAfrica Group taken as a whole (as the case may be); (iv) require, prevent or delay the divestiture by any member of the BowLeven Group of any FirstAfrica Shares or other securities in FirstAfrica; (v) save other than pursuant to the Offer or Part XIIIA of the Companies Act, require any member of the Wider FirstAfrica Group or the Wider BowLeven Group to acquire or to offer to acquire directly or indirectly any shares or other securities or indebtedness (or the equivalent) owned by any third party in any member of the Wider FirstAfrica Group (other than FirstAfrica) or to sell or offer to sell any shares or other securities (or the equivalent); (vi) limit the ability of the Wider BowLeven Group or of any member of the Wider BowLeven Group to conduct or integrate or co-ordinate its business, or any part of it, with the businesses or any part of the businesses of the Wider FirstAfrica Group or of any member of the Wider FirstAfrica Group in a manner which is material in the context of the Wider BowLeven Group or the Wider FirstAfrica Group (as the case may be) taken as a whole; (vii) result in any member of the Wider BowLeven Group or any member of the Wider FirstAfrica Group ceasing to be able to carry on business under any name which it presently does so which is material in the context of the Wider BowLeven Group or the Wider FirstAfrica Group (as the case may be) taken as a whole; or (viii) materially and adversely affect the business, assets, profits, liabilities, financial or trading position or prospects or value of any member of the Wider FirstAfrica Group or any member of the Wider BowLeven Group, and all applicable waiting and other time periods during which any Relevant Authority could decide to take, institute, implement or threaten any such action, suit, proceedings, investigation, enquiry or reference under the laws of any relevant jurisdiction having expired, lapsed or been terminated; 6. all necessary notifications and filings having been made in respect of the Offer and all authorisation, orders, recognitions, grants, consents, licences, confirmations, consents, clearances, certificates, permissions and approvals ('Authorisations') necessary for or in respect of the Offer or the acquisition or proposed acquisition of any shares or other securities in or control or management of FirstAfrica or any other member of the Wider FirstAfrica Group by BowLeven or the carrying on by any member of the Wider FirstAfrica Group of its business having been obtained in terms and in a form reasonably satisfactory to BowLeven from all Relevant Authorities and/or (where relevant and without prejudice to the foregoing) from any person or bodies with whom any member of the Wider FirstAfrica Group or BowLeven Group has entered into contractual arrangements and such Authorisations together with all Authorisations necessary to carry on the business of each member of the Wider FirstAfrica Group remaining in full force and effect and there being no intimation or notice of any intention to revoke, suspend, restrict, modify or not renew any of them (in each case where the absence of such Authorisations might have a material adverse effect on the Wider FirstAfrica Group taken as a whole) and in relation thereto all necessary statutory or regulatory obligations in connection with the Offer in any jurisdiction having been complied with; 7. all notifications, applications and filings which are necessary having been made, all appropriate waiting and other time periods (including extensions of such waiting and other time periods) under any applicable legislation or regulation of any relevant jurisdiction having expired, lapsed or been terminated (as appropriate) and all necessary statutory or regulatory obligations in any jurisdiction having been complied with in each case in connection with the Offer or the acquisition or proposed acquisition of any shares or other securities in, or control of, FirstAfrica or any member of the Wider FirstAfrica Group by any member of the Wider BowLeven Group where, in each case, the absence of such compliance might have a material and adverse affect on the business of any member of the Wider BowLeven Group or the Wider FirstAfrica Group; 8. save as Disclosed: (i) no member of the Wider FirstAfrica Group having declared, paid or made or proposed the declaration, paying or making of any dividend, bonus or other distribution (whether payable in cash or otherwise) in respect of any of its share capital (other than distributions to FirstAfrica by any wholly-owned subsidiaries of FirstAfrica); (ii) no member of the Wider FirstAfrica Group having (save as between FirstAfrica and wholly-owned subsidiaries of FirstAfrica or between wholly-owned subsidiaries of FirstAfrica ('intra-FirstAfrica Group transactions') or upon any exercise of options granted before the date of this Announcement under the FirstAfrica Share Option Scheme) issued, or authorised or proposed or announced its intention to issue, authorise or propose, the issue or grant of, additional shares of any-class or securities convertible into or exchangeable for or rights, warrants or options to subscribe for or acquire any such shares or securities or redeemed, repaid, purchased or reduced any part of its share capital; (iii) no member of the Wider FirstAfrica Group having issued, authorised or proposed the issue of, or make any change in or to, any debentures or, save in the ordinary course of business, incurred or increased any indebtedness or liability (actual or contingent) of an aggregate amount which is material in the context of the FirstAfrica Group taken as a whole; (iv) there having been no adverse change in the business, assets, financial or trading position or profits or prospects or value of any member of the Wider FirstAfrica Group which in any such case is material in the context of the Wider FirstAfrica Group taken as a whole; (v) save for intra FirstAfrica Group transactions, no member of the Wider FirstAfrica Group having merged with any body corporate, partnership or business or acquired or disposed of or transferred, mortgaged or charged or created any security interest over (in either case otherwise than in the ordinary course of trading) any assets or any right, title or interest in any assets (including shares in subsidiaries, associates and trade investments) or made any change in its share or loan capital, or authorised or proposed or announced any intention to propose any of the foregoing which in any case is material in the context of the Wider FirstAfrica Group taken as a whole; (vi) no litigation or arbitration proceedings, prosecution or other legal proceedings having been instituted or threatened or announced or remaining outstanding by, against or in respect of any member of the Wider FirstAfrica Group (whether as plaintiff or defendant or otherwise) and no enquiry or investigations by or complaint or reference to any Authority against or in respect of any member of the Wider FirstAfrica Group having been threatened, announced or instituted or remaining outstanding against or in respect of any member of the Wider FirstAfrica Group in each case to an extent which is, or might reasonably be expected to be material in the context of the Wider FirstAfrica Group taken as a whole; (vii) no member of the Wider FirstAfrica Group having entered into, varied or authorised any contract, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise material) which is not in the ordinary course of business or is of a long-term, onerous or unusual nature or which involves or could involve an obligation or restriction of a nature or magnitude which is material in the context of the Wider FirstAfrica Group taken as a whole; (viii) save in the ordinary course of business) no member of the Wider FirstAfrica Group having mortgaged, charged, encumbered or created any other security interest over the whole or any part of the business, property or assets of any such member which in any case is material in the context of the Wider FirstAfrica Group taken as a whole; (ix) no member of the Wider FirstAfrica Group having entered into or made any offer (which remains open for acceptance) to enter into or announced its intention to enter into or varied the terms of any contract, agreement or arrangement with any of the FirstAfrica Directors or permitted a variation in the terms or rules governing the FirstAfrica Share Option Scheme; (x) no member of the Wider FirstAfrica Group having taken any corporate action for its winding-up, dissolution or authorisation or for the appointment of a receiver, administrator, administrative receiver or similar officer or had any such person appointed or been unable or admitted in writing that it is unable to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or substantial part of any of its business; (xi) no member of the Wider FirstAfrica Group having made any alteration to its memorandum or articles of association which is material in the context of the Offer; (xii) no member of the Wider FirstAfrica Group having waived or compromised any claim which is material in the context of the Wider FirstAfrica Group taken as a whole; (xiii) no member of the Wider FirstAfrica Group having implemented, authorised, proposed or announced its intention to implement, authorise or propose any reconstruction, amalgamation, scheme, commitment or other transaction or arrangement other than in the ordinary course of business which is material in the context of the Offer; (xiv) no member of the Wider FirstAfrica Group having made or agreed or consented to any significant change to the terms of the trust deeds constituting the pension schemes established for its directors and/or employees and/or their dependents or to the benefits which accrue, or to the pensions which are payable, thereunder, or to the basis on which qualification for or accrual or entitlement to such benefits or pensions are calculated or determined or to the basis upon which the liabilities (including pensions) of such pension schemes are funded or made, or agreed or consented to any change to the trustees involving the appointment of a trust corporation and which in any such case is material in the context of the Wider FirstAfrica Group taken as a whole; (xv) no contingent or other liability having arisen or become apparent to BowLeven, which might reasonably be expected to have a material adverse effect on the Wider FirstAfrica Group taken as a whole; (xvi) no steps having been taken which are likely to result in the withdrawal, cancellation, termination or modification of any material licence or permit held by any member of the Wider FirstAfrica Group which is necessary for the proper carrying on of the business of the Wider FirstAfrica Group taken as a whole; (xvii) the rights, liabilities, obligations or interests of any member of the Wider FirstAfrica Group in, or the business of any such member with, any person, firm or body (or any arrangement or arrangements relating to any such interest or business) being terminated, adversely modified or affected; (xviii) the value of any member of the Wider FirstAfrica Group or its financial or trading position or prospects being prejudiced or adversely affected; (xix) any member of the Wider FirstAfrica Group ceasing to be able to carry on business under any name under which it presently does so; and (xx) no member of the Wider FirstAfrica Group having passed any resolution in general meeting to sanction, approve, or implement any such issue, merger, demerger, acquisition, disposal, change, transaction, contract or commitment as is referred to in this paragraph 8; 9. save as Disclosed, there being no provision of any arrangement, agreement, lease, licence, permit or other instrument to which any member of the Wider FirstAfrica Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or subject and which, in consequence of the making of the Offer or the acquisition or proposed acquisition by BowLeven or any member of the Wider BowLeven Group of FirstAfrica Shares or change in control or management of any member of the Wider FirstAfrica Group could result in (to an extent which is material in the context of the Wider FirstAfrica Group taken as a whole): (i) any monies borrowed by or other indebtedness or liabilities (actual or contingent) of, or grant available to any member of the Wider FirstAfrica Group becoming repayable or capable of being declared repayable immediately or prior to their or its stated maturity or repayment date in such agreement, arrangement, lease, licence, permit or instrument or the ability of any such member to borrow monies or to incur any indebtedness being withdrawn or inhibited or being withdrawn or materially inhibited; (ii) the creation or enforcement of any mortgage, charge or other security interest having occurred or arisen over the whole or any part of the business, property, assets or interests of any member of the Wider FirstAfrica Group or any such mortgage, charge or other security (whenever arising or having arisen) becoming enforceable; (iii) any such arrangement, agreement, lease, licence, permit or other instrument, or the rights, liabilities, obligations or interests of any member of the Wider FirstAfrica Group thereunder, being, terminated or adversely modified or affected or any adverse action being taken or any onerous obligation or liability thereunder; (iv) any assets, property or interests of the Wider FirstAfrica Group being or falling to be disposed of or charged or ceasing to be available to any member of the Wider FirstAfrica Group or any right arising under which any such asset or interest could be required to be disposed of or charged, or could cease to be available to any member of the Wider FirstAfrica Group otherwise than in the ordinary course of business; (v) the rights, liabilities, obligations, mortgage, charge or other interests of any member of the Wider FirstAfrica Group under any such arrangement, agreement, lease, licence, permit or other instrument in or with any person, firm or body, or the business of any member of the Wider FirstAfrica Group with any person firm or body (or any arrangements relating to such interest a business), being terminated, or adversely modified or affected; (vi) the creation of any liability, actual or contingent, by any member of the Wider FirstAfrica Group otherwise than in the ordinary course of business; or (vii) any change in or effect on the ownership or use of any intellectual property rights owned or used by members of the Wider FirstAfrica Group; and (viii) no event having occurred which, under any provision of any agreement, arrangement, lease, licence, permit or other instrument to which any member of the Wider FirstAfrica Group is party or by or to which any such member or any of its assets may be bound, entitled or subject, is reasonably likely to result in any of the events or circumstances as are referred to in sub-paragraphs (i) to (vii) of this paragraph 9; 10. BowLeven not having discovered: (i) that any financial or business or other information concerning the Wider FirstAfrica Group which has been disclosed at any time by or on behalf of any member of the FirstAfrica Group whether publicly or to any member of the BowLeven Group is materially misleading, contains a material misrepresentation of fact or omits to state a fact necessary to make the information contained therein not materially misleading (and such information has not been subsequently corrected) or that any contingent liability disclosed in such information would or might materially and adversely affect directly or indirectly the business, assets, financial position, profits or prospects if the Wider FirstAfrica Group; (ii) that any member of the Wider FirstAfrica Group, or partnership, company or other entity in which any member of the Wider FirstAfrica Group has a significant economic interest and which is not a subsidiary undertaking of FirstAfrica is subject to any liability, contingent or otherwise, which is or might reasonably be expected to be material in the context of the Wider FirstAfrica Group taken as a whole and which has not been Disclosed; (iii) that any information exists which materially affects (in the context of the Wider FirstAfrica Group taken as a whole) the import of any information disclosed at any time by or on behalf of any member of the Wider FirstAfrica Group which is material in the context of the Wider FirstAfrica Group taken as a whole and which has not been Disclosed; or (iv) save as Disclosed that circumstances exist which will result in any actual or contingent material liability of any member of the Wider FirstAfrica Group under any applicable legislation to impose, or modify existing or install new plant, machinery or equipment or to carry out any changes in the processes currently carried out, which is material in the context of the wider FirstAfrica Group taken as a whole; and 11. BowLeven not having discovered that, save as Disclosed: (i) any past or present member of the Wider FirstAfrica Group has not complied with any applicable legislation or regulations of any relevant jurisdiction with regard to the use, treatment, handling, storage, transport, release, disposal, discharge, spillage, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health, or otherwise relating to environmental matters or the health and safety of any person, animal or creature, or that there has otherwise been any such use, treatment, handling, storage, transport, release, disposal, discharge, spillage, leak or emission (whether or not this constituted a non-compliance by any person with any legislation or regulations and wherever the same may have taken place) which, in any case, would be likely to give rise to any liability (whether actual or contingent, civil or criminal) or cost on the part of any member of the Wider FirstAfrica Group which in any case is material in the context of the Wider FirstAfrica Group taken as a whole; or (ii) there is, or is likely to be, any liability, whether actual or contingent, to make good, alter, improve, repair, reinstate, clean up or otherwise assume responsibility for any property now or previously owned, occupied, made use of or in respect of which a guarantee or other similar obligation has been assumed by any past or present member of the Wider FirstAfrica Group or any other property or clean up any controlled waters or other pollution caused by its occupation or control of any such property under any environmental legislation, regulation, notice, circular, order or other lawful requirement of any relevant authority or third party or otherwise which in any such case is material in the context of the Wider FirstAfrica Group taken as a whole. Subject to the requirements of the Panel, BowLeven reserves the right (but shall be under no obligation) to waive, in whole or in part, all or any of the above conditions apart from the conditions set out in paragraphs 1 to 3 (inclusive). Conditions set out in paragraphs 4 to 11 (inclusive) must be fulfilled or waived or, where appropriate, have been determined by BowLeven to be or to remain satisfied by midnight on the 21st day after the later of the first closing date of the Offer and the date on which the condition set out in paragraph 1 is fulfilled (or in each such case such later date as the Panel may agree). BowLeven shall be under no obligation to waive or treat as satisfied any of the conditions set out in paragraphs 4 to 11 (inclusive) by a date earlier than the latest date specified above for the satisfaction thereof, notwithstanding that the other conditions of the Offer may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such conditions may not be capable of fulfilment. If BowLeven is required by the Panel to make an offer for FirstAfrica Shares under the provisions of Rule 9 of the City Code, BowLeven may make such alterations to any of the above conditions as are necessary to comply with the provisions of that Rule. The Offer will lapse if the Acquisition is referred to the Competition Commission before 1.00pm on the first closing date of the Offer or before 1.00pm on the date on which the Offer becomes or is declared unconditional as to acceptances, whichever is the later. If the Offer lapses, the Offer will cease to be capable of further acceptance and persons accepting the Offer and BowLeven (and to the extent relevant, Jefferies International) shall thereupon cease to be bound by acceptances delivered on or before the date on which the Offer so lapses. Part B: Certain further terms of the Offer The formal offer by BowLeven will be subject to the terms and conditions as set out in this Appendix I and as will be set out in the Offer Document and (in the case of FirstAfrica Shares held in certificated form) in the Form of Acceptance which will accompany the Offer Document or as may be necessary in order to comply with the City Code. Except with the consent of the Panel, the Offer will lapse unless all the conditions relating to the Offer have been fulfilled or (if capable of waiver) waived, or, where appropriate, have been determined by BowLeven to be, and continue to be, satisfied by midnight on the date which is 60 days after the posting of the Offer Document or by midnight on the date which is 21 days after the date on which the Offer becomes unconditional as to acceptances, whichever is the later, or such later date as BowLeven, with the consent of the Panel, may decide. If the Offer lapses, it will cease to be capable of further acceptance and accepting FirstAfrica Shareholders, BowLeven and Jefferies International will cease to be bound by the Forms of Acceptance submitted before the time the Offer lapses. The Offer will extend to all FirstAfrica Shares whilst the Offer remains open for acceptance. The Offer will comply with the applicable rules and regulations of the United Kingdom and the provisions of the City Code. The Offer and any acceptances under it are governed by English law and are subject to the jurisdiction of the courts of England and Wales. FirstAfrica Shares will be acquired under the Offer fully paid and free from all liens, equities, charges, encumbrances, rights of pre-emption and any other interests and together with all rights attaching thereto, including the rights to receive and retain all dividends or other distributions declared, paid of made on or after the date of the Offer. The New BowLeven Shares issued pursuant to the Offer will rank pari passu with the existing BowLeven Shares, including in respect of all dividends made, paid or declared from the time they are issued and allotted. Overseas Shareholders The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions and/or prohibited by the laws of the relevant overseas jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements in any other jurisdiction. It is the responsibility of any person not resident in the United Kingdom wishing to accept the Offer to satisfy himself as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, compliance with other formalities needing to be observed and the payment of any issue, transfer or other taxes due in such jurisdiction. Any such person will be responsible for payment of any issue, transfer or other taxes, duties or other requisite payment (s) due in such jurisdiction(s) by whomsoever payable, and BowLeven (and any person acting on its behalf) shall be entitled to be fully indemnified and held harmless by such person for any issue, transfer or other taxes or duties or other requisite payments as BowLeven or any person acting on behalf of BowLeven may be required to pay in respect of the Offer insofar as they relate to such persons. This Announcement is not an offer of securities in or into the United States, Australia, Canada, the Republic of Ireland or Japan. Unless otherwise determined by BowLeven and subject to any dispensation required from the Panel, the Offer will not be made (and accordingly copies of this Announcement and the Offer Document may not be sent), directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or any facilities of a national, local or other securities exchange of, the United States, Australia, Canada, the Republic of Ireland or Japan, and, subject to certain exceptions, the Offer will not be capable of acceptance by any such use, means or instrumentality or facilities or from or within the United States, Australia, Canada, the Republic of Ireland or Japan. APPENDIX II Definitions In this Announcement, the following terms and expressions have the following meanings unless the context requires otherwise: '2P' or 'P50' the sum of Proved Reserves plus Probable Reserves. There is deemed to be at least a 50 per cent. probability that quantities actually recovered will equal or exceed this estimate 'Acquisition' the proposed acquisition of FirstAfrica by BowLeven to be effected by means of the Offer 'Admission' admission of the New BowLeven Shares to trading on AIM becoming effective in accordance with the AIM Rules and references to 'Admission becoming effective' shall be construed as references to the announcement of the decision of the London Stock Exchange in accordance with Rule 6 of the AIM Rules (and similar expressions shall be construed accordingly) 'AGM' Annual General Meeting 'AIM' the AIM market operated by the London Stock Exchange 'AIM Rules' the AIM Rules for Companies published by the London Stock Exchange and those of its other rules which govern the admission to trading on and the regulations of AIM 'Announcement' this announcement made in accordance with Rule 2.5 of the City Code that the BowLeven Board and the FirstAfrica Board have reached agreement on the terms of the Offer 'Australia' the Commonwealth of Australia, its states, territories and all areas subject to its jurisdiction or any political subdivision of it 'BowLeven' BowLeven plc 'BowLeven Directors' the directors of BowLeven being Terry Heneaghan, Kevin Hart, John Morrow, Chief Ndieb-Nso Tabetando, John Brown, Jerry Anthony, Peter Wilson, Dr. A. Easton Wren, and Steve Lowden or 'BowLeven Board' 'BowLeven Group' BowLeven and any subsidiary undertaking or holding company of BowLeven, and any subsidiary undertaking of any such holding company for the time being 'BowLeven Shares' ordinary shares of 10p each in the capital of BowLeven 'Business Day' a day (other than a Saturday or Sunday) on which clearing banks are generally open for usual business in the City of London 'Cameroon' the Republic of Cameroon, its provinces and territories and all areas subject to its jurisdiction or any political subdivision of it 'Canada' Canada, its provinces and territories and all areas subject to its jurisdiction or any political subdivision of it 'certificated' or a share or other security which is not in uncertificated form (that is, not in CREST) 'in certificated form' 'City Code' The City Code on Takeovers and Mergers 'Closing Price' the middle market quotation for the relevant share on the close of trading on the Daily Official List on the relevant date 'Contingent those quantities of petroleum which are estimated, on Resources' a given date, to be potentially recoverable from known accumulations but which are not considered to be commercially recoverable 'Companies Act' the Companies Act 1985, as amended 'CREST' the relevant system (as defined in the CREST Regulations) in respect of which CRESTCo Limited is the Operator (as defined in the Regulations) 'CREST Regulations' the Uncertificated Securities Regulations 2001 (SI2001/3755), as amended 'Daily Official the Daily Official List of the London Stock Exchange List' 'Disclosed' (i) expressly disclosed in any public announcement made by FirstAfrica via an RIS prior to the date of this Announcement; (ii) expressly disclosed in FirstAfrica's annual report and accounts for the year ended 30 November 2005; (iii) expressly disclosed in FirstAfrica's interim report and accounts for the six months ended 31 May 2006; or (iv) expressly disclosed in writing by or on behalf of FirstAfrica to BowLeven prior to the date of this Announcement in connection with the Offer 'East Orovinyare the East Orovinyare Field Exploitation Permit, Block' offshore Gabon 'EGM' or the extraordinary general meeting of BowLeven, to be 'Extraordinary convened in due course, or any adjournment thereof General Meeting' 'Enlarged Group' the BowLeven Group immediately after the Offer becomes or is declared unconditional in all respects, including the FirstAfrica Group 'Enlarged Issued the issued ordinary share capital of BowLeven as Share Capital' enlarged by the issue of the New BowLeven Shares (assuming full acceptance of the Offer and without taking into account any shares to be issued on the exercise of options under the FirstAfrica Share Option Scheme and/or options over BowLeven Shares and /or in the Placing and/or in the Private Placing) 'EOV Field' the oil discovery within the East Orovinyare exploration area, offshore Gabon 'Epaemeno Block' the Epaemeno Onshore Exploration Permit, onshore Gabon 'Equivalent the document containing equivalent information to Document' that of a prospectus for the purposes of the Rule 1.2.2R(2) of the Prospectus Rules to be issued in relation to the New BowLeven Shares for which application for Admission will be made 'FirstAfrica' FirstAfrica Oil plc 'FirstAfrica the directors of FirstAfrica being John Bentley, Directors' or Brian Menell, Gordon Hall, Anthony Marsh, Robert 'FirstAfrica Board' Rainey and Matthew Sutcliffe 'FirstAfrica Group' FirstAfrica and any subsidiary undertaking or holding company of FirstAfrica, and any subsidiary undertaking of any such holding company for the time being 'FirstAfrica holders of FirstAfrica Shares Shareholders' 'FirstAfrica Share the unapproved FirstAfrica share option scheme Option Scheme' operated by FirstAfrica and any other scheme adopted by FirstAfrica with the consent of BowLeven 'FirstAfrica Shares' the existing unconditionally allotted or issued and fully paid ordinary shares of 0.1p each in the capital of FirstAfrica and any further such shares which may be issued or unconditionally allotted prior to the time and date on which the Offer closes or by such earlier date and time as BowLeven may, subject to the City Code, decide 'Form of Acceptance' the form of acceptance and authority relating to the Offer and accompanying the Offer Document 'FPSO' a floating, production, storage and offloading vessel 'FSA' the Financial Services Authority, acting in its capacity as competent authority in the United Kingdom pursuant to Part VI of FSMA 'FSMA' Financial Services and Markets Act 2000 (as amended) 'Hoare Govett' Hoare Govett Limited, BowLeven's corporate broker ''Gabon'' means the Gabonese Republic, its provinces and territories and all areas subject to its jurisdiction or any political subdivision of it 'Gabon Government' the Government of the Gabonese Republic 'Japan' Japan, its provinces and territories and all areas subject to its jurisdiction or any political subdivision of it 'Jefferies Jefferies International Limited, BowLeven's financial International' adviser LIBOR London Interbank Offered Rate 'London Stock London Stock Exchange plc Exchange' 'mmbo' million barrels of oil 'mmboe' million barrels of oil equivalent 'New BowLeven new BowLeven Shares to be issued by BowLeven pursuant Shares' to the Offer 'Notice of EGM' the notice of EGM to be sent to shareholders of BowLeven convening a shareholder meeting to propose a special resolution the passing of which will be required to implement each of the Offer, the Placing and the Private Placing 'Offer' or the proposed recommended all share offer to be made 'Recommended Offer' by Jefferies International on behalf of BowLeven, on the terms and subject to the conditions set out in the Offer Document and the Form of Acceptance, to acquire all of the FirstAfrica Shares (including, where the context so requires, any subsequent revision, variation, extension or renewal of such offer) 'Offer Document' the document proposed to be posted to FirstAfrica Shareholders as soon as soon as practicable and, in any event, within 28 days of this Announcement, except otherwise with the consent of the Panel, containing, amongst other things, the Offer 'Panel' or 'Takeover The Panel on Takeovers and Mergers Panel' 'Placing' the proposed conditional placing of 20,863,637 new BowLeven Shares by Hoare Govett to raise approximately Â£45.9 million (gross of expenses) for BowLeven 'Private Placing' the proposed conditional private placing of 5,500,000 new BowLeven Shares with Suntera Resources Limited by BowLeven to raise approximately Â£12.1 million (gross of expenses) for BowLeven 'Probable Reserves' those reserves that are unproved, but given available technical evidence are more likely than not to be produced under current economic, operating and regulatory conditions. There is deemed to be at least a 50 per cent. probability that quantities actually recovered will equal or exceed the sum of this estimate and the Proved Reserves 'Prospective those quantities of petroleum which are estimated, on Resources' a given date, to be potentially recoverable from undiscovered accumulations 'Prospectus Rules' the rules made by the FSA pursuant to section 84(1) of FSMA for the purposes of Part VI of FSMA in relation to offers of securities to the public 'Proved Reserves' those quantities of petroleum that can be estimated with reasonable certainty to be commercially recoverable, under current economic, operating and regulatory conditions. There is deemed to be at least a 90 per cent. probability that quantities actually recovered will equal or exceed this estimate 'PSC' production sharing contract 'Republic of the Republic of Ireland, its provinces and Ireland' territories and all areas subject to its jurisdiction or any political subdivision of it 'RIS' a Regulatory Information Service approved by the London Stock Exchange plc for the distribution to the public of AIM announcements and included within the list maintained on the London Stock Exchange's website at www.londonstockexchange.com 'Rothschild' N M Rothschild & Sons Limited, FirstAfrica's Financial Adviser 'subsidiary shall be construed in accordance with the Companies undertaking', Act 'associated undertaking', 'undertaking', or 'parent undertaking' 'substantial a direct or indirect interest in 20 per cent. or more interest' of the equity share capital of an undertaking 'UK' or 'United the United Kingdom of Great Britain and Northern Kingdom' Ireland 'UK Listing the Financial Services Authority acting in its Authority' capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000 'uncertificated' recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which, by virtue of the Regulations, may be transferred by means of CREST or 'in uncertificated form' 'United States' the United States of America, its territories and possessions, all areas subject to its jurisdiction or any political subdivision thereof, any state of the United States of America and the District of Columbia 'Wider BowLeven BowLeven and its subsidiary undertakings, associated Group' undertakings and any other undertaking in which BowLeven and such undertakings (aggregating their interests) have a substantial interest 'Wider FirstAfrica FirstAfrica and its subsidiary undertakings, Group' associated undertakings and any other undertakings in which FirstAfrica and such undertakings (aggregating their interests) have a substantial interest All times referred to in this document are London times. This information is provided by RNS The company news service from the London Stock Exchange TMTF

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