3rd Oct 2005 14:37
LukOil (OAO)03 October 2005 LUKOIL Overseas Holding Ltd. (LUKOIL) announces that it has entered intoagreements with Central Asian Industrial Holdings N.V., Energy InvestmentsInternational Ltd., Cott Holdings Group Ltd. and Center Finance Ltd.(collectively, the Shareholders), as a result of which LUKOIL may be consideredto have beneficially acquired ownership of an aggregate of 584,643,162 commonshares (Subject Shares) of Nelson Resources Limited (Nelson), understood to beapproximately 66.3% of the issued and outstanding common shares (Shares) ofNelson. The Subject Shares include an aggregate of 566,393,162 issued and outstandingShares (understood to be approximately 65.6% of the issued and outstandingShares) and 18,250,000 Shares issuable upon the exercise of options held byprincipals of the Shareholders. Pursuant to the agreements, each Shareholder hasagreed to vote in favour of, and/or tender in acceptance, its Subject Shares inrespect of a scheme of arrangement or amalgamation, merger, consolidation orother business combination or a take-over bid or tender offer, pursuant to whichLUKOIL, directly or indirectly, will seek to acquire all of the issued andoutstanding Shares of Nelson for a cash price per Share equal to the quotientof: US$2,000,000,000 divided by the sum of the number of issued and outstandingShares and the number of Shares of Nelson issuable pursuant to in-the-moneyoptions and other rights to acquire Shares. In addition, pursuant to theagreements and subject to the conditions set forth in the agreements, LUKOIL hasthe right to acquire the Subject Shares for that same price per Share and theShareholders have the right to require LUKOIL to acquire the Subject Shares forthat same price per Share. LUKOIL had no prior interest in securities of Nelson and does not act jointlywith any other person in this regard. LUKOIL has entered into the agreementsreferred to above with the intention of pursuing a scheme of arrangement oramalgamation, merger, consolidation or other business combination or a take-overbid or tender offer, pursuant to which LUKOIL, directly or indirectly, will seekto acquire all of the issued and outstanding Shares. Such intention may bevaried as circumstances arise, including the discontinuance of any such pursuit,a non-exercise of the rights of acquisition described above and/or thedisposition by LUKOIL of all or a portion of its interests in the securities. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
NLG.L