Result of EGM
Tullow Oil PLC
27 May 2004
FOR IMMEDIATE RELEASE
27 May 2004
(Not for release, publication or distribution in or into the United States,
Canada Australia or Japan)
TULLOW OIL PLC
RESULT OF EXTRAORDINARY GENERAL MEETING
The board of Tullow Oil plc ('Tullow' or the 'Company') is pleased to announce
that at the Extraordinary General Meeting held today the Resolution put to
Tullow Shareholders, inter alia, to approve, implement and effect the Offer by
Tullow for the entire issued share capital of Energy Africa Limited ('Energy
Africa') and the related Issue of up to 274,526,013 New Ordinary Shares in the
share capital of the Company was duly passed as a Special Resolution. The
relevant condition of the Offer has accordingly been satisfied and Tullow
anticipates that the Offer will be declared wholly unconditional in all respects
tomorrow and extended for a further 14 days until 11 June 2004.
Application has been made to the UK Listing Authority and to the Irish Stock
Exchange for the New Ordinary Shares to be admitted to the Official Lists and to
the London Stock Exchange for the New Ordinary Shares to be admitted to trading
on its market for listed securities. It is expected that Admission of, and
commencement of dealings in, the Placing Shares will be effective from 8.00 a.m.
on 28 May 2004; in the case of the Offer Shares and EAGHL Consideration Shares,
it is expected that Admission and commencement of dealings will be effective
from 4 June 2004.
In the event that the Offer becomes or is declared wholly unconditional, Tullow
intends to invoke the provisions of S440K of the Companies Act, 1973 (Act 61. of
1973) as amended, of South Africa, to acquire compulsorily the remaining Energy
Africa Shares. Should S440K be invoked, and consequently Tullow acquires the
shares of all the Energy Africa Shareholders in accordance with S440K, Energy
Africa will apply to the JSE Securities Exchange to be delisted. Energy Africa
will also apply for the delisting of the Global Depositary Shares from the
Luxembourg Stock Exchange.
Energy Africa Shareholders who have not yet accepted the Offer are, therefore,
encouraged to complete the Form of Acceptance enclosed with the Offer Document
and return it, together with supporting documents, to the transfer secretaries
to the Offer, Computershare Investor Services 2004 (Proprietary) Limited, at PO
Box 61051, Marshalltown 2107, South Africa as soon as possible and, in any
event, before 11 June 2004.
A copy of the Special Resolution passed today at the Extraordinary General
Meeting of the Company has been submitted to the UK Listing Authority and will
shortly be available for inspection at the UK Listing Authority's Document
Viewing Facility, which is situated at: Financial Services Authority, 25 The
North Colonnade, Canary Wharf, London E14 5HS.
Terms used in this announcement shall have the same meaning as in the Listing
Particulars dated 4 May 2004 which were sent to Tullow Shareholders and Energy
Africa Shareholders.
The Listing Particulars and Circular posted to Tullow Shareholders are available
for inspection at the UK Listing Authority's Document Viewing Facility, which is
situated at: Financial Services Authority, 25 The North Colonnade, Canary Wharf,
London E14 5HS.
- ENDS -
Enquiries:
Tullow Oil plc 020 7333 6800
Aidan Heavey Chief Executive
Tom Hickey Chief Financial Officer
Graham Martin General Counsel
ABN AMRO Corporate Finance Limited 020 7678 8000
Richard Kent
Hoare Govett Limited 020 7678 8000
Andrew Foster
Davy Corporate Finance Ltd +353 1 679 6363
Hugh McCutcheon
Citigate Dewe Rogerson 020 7638 9571
Martin Jackson
Murray Consultants Limited + 353 1 498 0300
Joe Murray
Each of ABN AMRO Corporate Finance Limited, Hoare Govett Limited and Davy
Corporate Finance Ltd are acting for Tullow Oil plc and no one else in
connection with the matters referred to above and will not be responsible to
anyone other than Tullow Oil plc for providing the protections afforded to
clients of ABN AMRO Corporate Finance Limited, Hoare Govett Limited and Davy
Corporate Finance Ltd (as the case may be) nor for providing advice in relation
to the matters referred to above.
This announcement does not constitute an offer to sell or the solicitation of an
offer to purchase or subscribe for any securities.
The Offer is not being made, directly or indirectly, in, into or from the United
States, Canada, Australia or Japan.
This information is provided by RNS
The company news service from the London Stock Exchange