15th Nov 2006 11:59
FirstAfrica Oil PLC15 November 2006 Date: 15 November 2006 (for immediate release) FirstAfrica Oil PLC ("FirstAfrica") Possible offer by BowLeven plc ("BowLeven") The Directors of FirstAfrica and their financial advisers, N M Rothschild & Sons Limited ("Rothschild"), note the announcement this morning by BowLeven in relation to a possible offer for the entire issued share capital of FirstAfrica. FirstAfrica confirms that discussions with BowLeven in this regard areprogressing. While it is possible that these discussions may lead to some formof transaction, there is no assurance such discussions will lead to atransaction being consummated or the ultimate form of any such transaction. Further to the announcement of 9 November 2006, the Company continues to reviewits current financial position. Its ordinary shares remain suspended on AIM. Further announcements will be made in due course. PRESS ENQUIRIES FirstAfricaJohn Bentley, Executive Chairman+44 20 7408 7630 RothschildNeeve Billis+44 207 280 5000 M:CommunicationsStuart Leasor+44 20 7153 1527 N M Rothschild & Sons Limited ("Rothschild") which are regulated by The FSA areacting for FirstAfrica Oil PLC and no one else in connection with the possibleoffer by BowLeven and will not be responsible to anyone other than FirstAfricaOil PLC for providing the protections afforded to their customers or forproviding advice in relation to the possible offer by BowLeven. Rule 2.10 disclosure FirstAfrica announces, in accordance with Rule 2.10 of The City Code onTakeovers and Mergers, that as at the close of business on 14 November 2006 itsissued share capital consisted of 2,675,694,302 ordinary shares of 0.1 penceeach. The International Securities Identification Number for FirstAfrica's ordinaryshares is GB00B020KB82. Dealing Disclosure RequirementsUnder the provisions of Rule 8.3 of the Takeover Code (the "Code"), if anyperson is, or becomes, "interested" (directly or indirectly) in 1% or more ofany class of "relevant securities" of FirstAfrica, all "dealings" in any"relevant securities" of that company (including by means of an option inrespect of, or a derivative referenced to, any such "relevant securities") mustbe publicly disclosed by no later than 3.30 pm (London time) on the Londonbusiness day following the date of the relevant transaction. This requirementwill continue until the date on which the offer becomes, or is declared,unconditional as to acceptances, lapses or is otherwise withdrawn or on whichthe "offer period" otherwise ends. If two or more persons act together pursuantto an agreement or understanding, whether formal or informal, to acquire an"interest" in "relevant securities" of FirstAfrica, they will be deemed to be asingle person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of FirstAfrica by FirstAfrica or by the potential offeror, or by 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 "relevantsecurities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at http://www.thetakeoverpanel.org.uk/new/. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue 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 ExchangeRelated Shares:
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