Offer Update
BowLeven Plc
22 December 2006
Not for release, publication or distribution, in whole or in part, in or into or
from the United States, Canada, Australia or Japan
22 December 2006
Recommended Offer by BowLeven plc ('BowLeven') for FirstAfrica Oil plc
('FirstAfrica')
Posting of Offer Document
Further to the announcement made on 23 November 2006 regarding the proposed
recommended all share offer to be made by Jefferies International Limited
('Jefferies International') on behalf of BowLeven for the whole of the issued
and to be issued share capital of FirstAfrica ('the Offer'), BowLeven announces
that the offer document containing the full terms of and conditions to the Offer
(the 'Offer Document') has today been posted to FirstAfrica Shareholders,
together with the Form of Acceptance.
BowLeven has also posted today an equivalent document, prepared in accordance
with paragraph 1.2.2R(2) of the Prospectus Rules published by the Financial
Services Authority, in connection with the ordinary shares in Bowleven offered
pursuant to the Offer (the 'Information Memorandum').
The first closing date of the Offer is 12 January 2007.
A copy of the Offer Document and the Information Memorandum are available for
inspection (during normal business hours on any business day) at the offices of
Baker Tilly, 1st Floor, 5 Old Bailey, London EC4M 7AF throughout the Offer
Period.
Terms defined in the Offer Document have the same meaning in this announcement.
ENQUIRIES
For further information contact:
BowLeven plc
Kevin Hart, Chief Executive Officer 00 44 777 193 4974
Jefferies International
Richard Kent 00 44 207 618 3713
Hoare Govett Limited
Andrew Foster 00 44 207 678 8000
Sean Wegerhoff
Maitland
Neil Bennett 00 44 207 379 5151
FirstAfrica Oil plc
John Bentley, Executive Chairman 00 44 20 7408 7630
N M Rothschild & Sons Limited
Neeve Billis 00 44 207 280 5000
M:Communications
Patrick d'Ancona 00 44 20 7153 1547
The BowLeven Directors accept responsibility for the information contained in
this announcement. 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.
Jefferies International Limited, 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 Limited or for providing advice in
relation to the Offer.
Hoare Govett Limited, which is regulated in the United Kingdom for the conduct
of investment business by the Financial Services Authority, is acting for
BowLeven as Nominated Adviser and 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 Limited, nor for
providing advice in relation to the matters described herein.
N M Rothschild & Sons Limited, 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 N M
Rothschild & Sons Limited 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 through the Offer Document, the Information Memorandum, an advertisement
to be made in a national newspaper in the UK, and the Form of Acceptance.
BowLeven intends to dispatch such documents to FirstAfrica Shareholders (and for
information only, to participants (if any) in the FirstAfrica Share Option
Scheme and to the holders of warrants under the Warrant Instrument) and place
such advertisement shortly. The Offer Document and the Form of Acceptance will
together contain the full terms and conditions of the Offer, including details
of how to accept the Offer. Any acceptance or other response to the Offer should
be made only on the basis of the information contained within the Offer
Document, the Information Memorandum and the 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. The Offer Document and the
Information Memorandum will be made available for public inspection in the
United Kingdom.
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.
This information is provided by RNS
The company news service from the London Stock Exchange