30th Nov 2007 12:08
Eni UK Holding PLC30 November 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO CANADA, AUSTRALIA ORJAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THERELEVANT LAWS OF SUCH JURISDICTION 30 November 2007 Recommended Cash Offer by Eni UK Holding plc, a wholly-owned subsidiary of Eni S.p.A., for Burren Energy plc • Eni and Burren are pleased to announce that they haveagreed the terms of a recommended cash offer to be made by Eni Holding, a whollyowned subsidiary of Eni, to acquire the entire issued and to be issued sharecapital of Burren. • The Offer is 1230 pence in cash for each Burren Share,valuing the entire existing issued share capital of Burren at approximately£1,736 million. • The Offer represents a premium of: o 33.4 per cent. to the closing price of 922 pence per Burren Share on 8October 2007 being the last Business Day prior to commencement of the OfferPeriod ; and o 50.6 per cent. to the average closing price of 817 pence per BurrenShare for the three month period ended 8 October 2007. • Eni Holding has received irrevocable undertakings toaccept the Offer from all of the Burren Directors, certain Burren seniormanagers and certain companies associated with the Burren Directors, in respectof an aggregate 29,600,534 shares, representing approximately 20.98 per cent. ofthe existing issued share capital of Burren. • A Loan Note Alternative will also be made available toBurren Shareholders. • The Burren Directors, who have been so advised by UBS,consider the terms of the Offer to be fair and reasonable and intend unanimouslyto recommend that Burren Shareholders accept the Offer. In providing suchadvice, UBS has taken into account the commercial assessments of the BurrenDirectors. Commenting on the Offer, Paolo Scaroni, Chief Executive Officer of Eni, said: "We are very pleased to have agreed the terms of a recommended offer for Burren. The transaction is in line with our strategy and will increase our productionin Congo. We will also gain a first foothold in Turkmenistan, a hydrocarbonsrich country which has increasingly attractive growth potential." Commenting on the Offer, Keith Henry, Chairman of the Board of Burren, said: "We are delighted to announce today's recommended offer from Eni, which marksthe culmination of a period of outstanding value creation for Burrenshareholders since the Company's flotation. The price achieved reflects thehigh quality and strategic nature of our business and assets today. I wouldlike to extend our thanks to all of Burren's employees for their contribution tothe success of the Company, which I am sure will continue under Eni'sownership." This summary should be read in conjunction with the full text of the followingannouncement and the Appendices. Appendix 1 to this announcement sets out the conditions and principal furtherterms of the Offer. Appendix 2 to this announcement provides details of thebasis of calculations and sources of certain information included in thisannouncement. Appendix 3 to this announcement contains details of theirrevocable undertakings received in relation to the Offer. Appendix 4 to thisannouncement contains definitions of certain terms used in this announcement.Enquiries:EniGianni Di Giovanni (Head of External Communication) +39 02 520 31287 +39 06 598 2398Claudia Carloni (Head of Investor Relations) +39 02 520 31445Fabrizio Cosco (Head of Company Secretary) +39 06 598 22449Rothschild (financial adviser to Eni Holding and Eni) +44 (0) 207 280 5000Roger AderNeeve BillisEd WelshFinsbury Limited (PR adviser to Eni Holding and Eni) +44 (0) 207 251 3801Mark HarrisAndrew MitchellUBS Investment Bank (financial adviser to Burren) +44 (0) 207 567 8000Adrian HaxbyDavid WaringNeil PatelPelham (PR adviser to Burren) +44 (0) 207 743 6673James HendersonAlisdair Haythornthwaite Rothschild, which is authorised and regulated by the FSA in the United Kingdom,is acting for Eni Holding and Eni in connection with the Offer and no one elseand will not be responsible to anyone other than Eni Holding and Eni forproviding the protections afforded to clients of Rothschild nor for providingadvice in relation to the Offer or any matter referred to herein. UBS is acting for Burren in connection with the Offer and no one else and willnot be responsible to anyone other than Burren for providing the protectionsafforded to clients of UBS nor for providing advice in relation to the Offer orany matter referred to herein. This announcement is not intended to and does not constitute or form any part ofan offer to sell or an invitation to purchase or the solicitation of an offer tosubscribe for any securities or the solicitation of any vote or approval in anyjurisdiction pursuant to the Offer or otherwise. The Offer will be made solelythrough the Offer Document and the Form of Acceptance, which will togethercontain the full terms and conditions of the Offer, including details of how toaccept the Offer. Any acceptance or other response to the Offer should be madeonly on the basis of the information contained in the Offer Document and theForm of Acceptance. The distribution of this announcement in jurisdictions other than the UK may berestricted by law and therefore any persons who are subject to the laws of anyjurisdiction other than the UK should inform themselves about, and observe, anyapplicable requirements. This announcement has been prepared for the purpose ofcomplying with English law and the Code and the information disclosed may not bethe same as that which would have been disclosed if this announcement had beenprepared in accordance with the laws of jurisdictions outside England. Unless otherwise determined by Eni Holding, the Offer, including the Loan NoteAlternative, will not be made in or into, and will not be capable of acceptancein or from, Canada, Australia or Japan. Custodians, nominees and trusteesshould observe these restrictions and should not send or distribute thisannouncement in or into Canada, Australia or Japan. The Loan Notes to be issued in connection with the Offer have not been, and willnot be, registered under the US Securities Act or under the securities laws ofany state or jurisdiction of the United States. Neither the US Securities andExchange Commission nor any US state securities commission has approved ordisapproved of the Loan Notes to be offered in connection with the Offer, ordetermined if this announcement is accurate or complete. Any representation tothe contrary is a criminal offence. Accordingly, the Loan Notes may not (unlessan exemption under the relevant laws is applicable) be offered, sold, resold,delivered or transferred, directly or indirectly, in or into the United States,or to, or for benefit of, US persons. The Loan Notes have not been, and will not be, registered under applicablesecurities laws of any state, province, territory or jurisdiction of Canada,Australia or Japan, the relevant clearances have not been, and will not be,obtained from the securities commission of any province of Canada and noprospectus in relation to the Loan Notes has been, or will be, lodged with, orregistered by, the Australian Securities and Investments Commission or theJapanese Ministry of Finance. Accordingly, the Loan Notes may not (unless anexemption under the relevant securities laws is applicable) be offered, sold,resold, delivered or transferred, directly or indirectly, in or into Canada,Australia or Japan or any other jurisdiction if to do so would constitute aviolation of the relevant laws of, or require registration thereof in, suchjurisdiction or to, or for the account or benefit of, a person located inCanada, Australia or Japan. This announcement, including information included or incorporated by referencein this announcement, may contain "forward-looking statements" concerning EniHolding, the Eni Group and Burren. Generally, the words "will", "may", "should", "continue", "believes", "expects", "intends", "anticipates" or similarexpressions identify forward-looking statements. The forward-looking statementsinvolve risks and uncertainties that could cause actual results to differmaterially from those expressed in the forward-looking statements. Many ofthese risks and uncertainties relate to factors that are beyond the companies'abilities to control or estimate precisely, such as future market conditions andbehaviours of other market participants, and therefore undue reliance should notbe placed on such statements. Eni Holding, the Eni Group and Burren assume noobligation and do not intend to update these forward-looking statements, exceptas required pursuant to applicable law. Notice to US holders of Burren Shares: The Offer will be made for the securities of a UK company and is subject to UKdisclosure requirements, which are different from those of the United States.The financial information included in this announcement has been prepared inaccordance with accounting principles applicable in the United Kingdom and thusmay not be comparable to financial information of US companies or companieswhose financial statements are prepared in accordance with generally acceptedaccounting principles in the United States. The Offer will be made in theUnited States pursuant to applicable US tender offer rules and otherwise inaccordance with the requirements of the Code. Accordingly, the Offer will besubject to disclosure and other procedural requirements, including with respectto withdrawal rights, offer timetable, settlement procedures and timing ofpayments that are different from those applicable under US domestic tender offerprocedures and law. The receipt of cash pursuant to the Offer by a US holder of Burren Shares may bea taxable transaction for US federal income tax purposes and under applicable USstate and local, as well as foreign and other tax laws. Each holder of BurrenShares is urged to consult his independent professional adviser immediatelyregarding the tax consequences of acceptance of the Offer. It may be difficult for US holders of Burren Shares to enforce their rights andany claim arising out of the US federal securities laws, since Eni, Eni Holdingand Burren are located in non-US jurisdictions, and some or all of theirofficers and directors may be residents of non-US jurisdictions. US holders ofBurren Shares may not be able to sue a non-US company or its officers ordirectors in a non-US court for violations of the US securities laws. Further,it may be difficult to compel a non-US company and its affiliates to subjectthemselves to a US court's judgement. In accordance with normal UK practice and pursuant to exemptive relief from theUS Securities and Exchange Commission, Eni Holding or its nominees, or itsbrokers (acting as agents), may from time to time make certain purchases of, orarrangements to purchase, Burren Shares outside the United States, other thanpursuant to the Offer, before or during the period in which the Offer remainsopen for acceptance. Also, in accordance with Rule 14e-5(b) of the US ExchangeAct, UBS will continue to act as exempt principal traders in Burren Shares onthe LSE. These purchases may occur either in the open market at prevailingprices or in private transactions at negotiated prices. Any information aboutsuch purchases will be disclosed as required in the UK, will be reported to aRegulatory Information Service of the UK Listing Authority and will be availableon the LSE website, www.londonstockexchange.com. Dealing disclosure requirements: Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, 'interested' (directly or indirectly) in one per cent. or more of any class of 'relevant securities' of Burren, all 'dealings' in any 'relevant securities' ofthat company (including by means of an option in respect of, or a derivativereferenced to, any such 'relevant securities') must be publicly disclosed by nolater than 3.30 p.m. (London time) on the London Business Day following the dateof the relevant transaction. This requirement will continue until the date onwhich the Offer becomes, or is declared, unconditional as to acceptances, lapsesor is otherwise withdrawn or on which the 'Offer Period' otherwise ends. If twoor more persons act together pursuant to an agreement or understanding, whetherformal or informal, to acquire an 'interest' in 'relevant securities' of Burren,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 'relevantsecurities' of Burren by Eni Holding or Burren, or by any of their respective 'associates', must be disclosed by no later than 12.00 noon (London time) on theLondon 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 inissue, can be found on the Takeover Panel's website atwww.thetakeoverpanel.org.uk. '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 inrespect of, or derivative referenced to, securities. Terms in quotation marks in this section (Dealing disclosure requirements) aredefined in the Code, which can also be found on the Panel's website. If you arein any doubt as to whether or not you are required to disclose a 'dealing' underRule 8, you should consult the Panel. Recommended Cash Offer by Eni UK Holding plc, a wholly-owned subsidiary of Eni S.p.A., for Burren Energy plc 1. Introduction Eni and Burren are pleased to announce that they have agreed the terms of arecommended cash offer to be made by Eni Holding to acquire the entire issuedand to be issued share capital of Burren. Eni Holding, a wholly-ownedsubsidiary of Eni, is a newly incorporated public limited company which has beenformed for the specific purpose of making the Offer. 2. Summary of the Offer Under the Offer, Burren Shareholders will receive: 1230 pence in cashfor each Burren Share The terms of the Offer value Burren's entire existing issued share capital atapproximately £1,736 million and represent a premium of: o 33.4 per cent. to the closing price of 922 pence per Burren Share on 8October 2007 being the last Business Day prior to commencement of the OfferPeriod; and o 50.6 per cent. to the average closing price of 817 pence per BurrenShare for the three month period ended 8 October 2007. Taking into consideration Burren's £26.4 million of net cash as at 30 June 2007,this represents an enterprise value for Burren of approximately £1,709 million. A Loan Note Alternative will be made available. Further details are set out inparagraph 13. Burren Shares will be acquired fully paid with full title guarantee and freefrom all liens, charges, equitable interests, encumbrances, rights ofpre-emption and any other third party rights and interests of any naturewhatsoever and together with all rights now and hereafter attaching theretoincluding, without limitation, the right to receive and retain in full alldividends and other distributions (if any) declared, made or paid after the dateof this announcement. The Offer will be subject to the conditions and further terms set out below andin Appendix 1 to this announcement and the full terms and conditions which willbe set out in the Offer Document and the Form of Acceptance. 3. Recommendation The Burren Directors, who have been so advised by UBS, consider the terms of theOffer to be fair and reasonable. In providing its advice, UBS has taken intoaccount the commercial assessments of the Burren Directors. UBS is acting as theindependent financial adviser to Burren in relation to Rule 3 of the Code. Accordingly, the Burren Directors intend unanimously to recommend that BurrenShareholders accept the Offer, as the Burren Directors, and certain companiesassociated with them, have irrevocably undertaken to do in respect of their ownregistered shareholdings which amount, in aggregate, to 28,816,347 BurrenShares, representing approximately 20.42 per cent. of the existing issued sharecapital of Burren. 4. Background to and reasons for the Offer Eni has clearly outlined that its strategic priorities in the exploration andproduction business are to grow production and replace reserves in the medium tolong term. The acquisition of Burren by Eni would continue to enhance itsportfolio. The Offer is driven by a strong industrial rationale to: • consolidate Eni's recent acquisition of Maurel et Prom'soperated Congolese assets, increasing scale in a core area; • enhance the Eni Group's presence in the Caspian basinacquiring an operated and cash flow generative asset with further appraisal andgas upside in Turkmenistan; and • leverage the Eni Group's management skills and technicalknowledge of upstream activities. 5. Background to and reasons for the recommendation Discussions between Burren and Eni have confirmed to the Board of Burren thatthe commercial and strategic fit between the two groups is strong and thatBurren's business should continue to flourish under Eni's ownership. In considering whether to recommend the terms of the Offer, the Directors ofBurren have taken into account a number of factors, including that: • the Offer represents a premium of: o 33.4 per cent. to the closing price of 922 pence per Burren Share on 8October 2007 being the last Business Day prior to commencement of the OfferPeriod; o 50.6 per cent. to the average closing price of 817 pence per BurrenShare for the three month period ended 8 October 2007; and o a multiple of 9.5 times 130 pence being the price at which BurrenShares where placed with institutional and other investors in the initial publicoffering of Burren in December 2003; and • the Offer presents an opportunity for Burren Shareholders to realisetheir entire investment in Burren for cash, at a premium, within a relativelyshort timescale. The Board of Burren consequently believes that the Offer represents fair valueto Burren Shareholders and is in the best interests of Burren Shareholders. 6. Irrevocable undertakings Eni Holding has received irrevocable undertakings to accept the Offer from allof the Burren Directors, certain Burren senior managers and certain companiesassociated with the Burren Directors, in respect of their entire registeredholdings of, in aggregate, 29,600,534 Burren Shares representing, in aggregate,approximately 20.98 per cent. of the existing issued share capital of Burren. Eni Holding has received irrevocable undertakings to accept the Offer from theBurren Directors in respect of their entire direct registered holdings of843,625 Burren Shares representing, in aggregate, approximately 0.60 per cent.of the existing issued share capital of Burren. Eni Holding has received irrevocable undertakings to accept the Offer fromcertain companies associated with the Burren Directors, in respect of theirentire registered holdings of 27,972,722 Burren Shares representing, inaggregate, approximately 19.82 per cent. of the existing issued share capital ofBurren. Eni Holding has received irrevocable undertakings to accept the Offer fromcertain Burren senior managers, in respect of their entire registered holdingsof 784,187 Burren Shares representing, in aggregate, approximately 0.56 percent. of the existing issued share capital of Burren. All of the above undertakings will cease to be binding only if the Offer lapsesor is withdrawn, if the Offer is not made as a result of an event occurringwhich means that Eni Holding is no longer required by the Code to proceed withthe Offer, if (with Panel consent) the Offer is not made, if the Offer Documentis not posted within 28 days of the date of this announcement (or such longerperiod as the Panel permits) or if a competing offer at or above 1320 pence pershare is announced for Burren in accordance with Rule 2.5 of the Code. Further details of these irrevocable undertakings are set out in Appendix 3. 7. Information relating to Eni Holding Eni Holding is a wholly owned subsidiary of Eni. It is a public limitedcompany, which was incorporated in England and Wales on 15 November 2007,specifically for the purpose of making the Offer. The company number is 6428648and its registered office is at Eni House, 10 Ebury Bridge Road, London SW1W8PZ. Since its incorporation, Eni Holding has not traded nor has it enteredinto any obligations other than in connection with the Offer. • The current Eni Holding Directors are Marco Mangiagalli,Massimo Mantovani, Stefano Cao, Luigino Lusuriello, Nicholas Keenan and MarcoTalamonti. 8. Information relating to the Eni Group Eni is one of the largest integrated energy companies in the world with a marketcapitalisation, on 29 November 2007, being the last business day prior to thisannouncement, of approximately €96 billion. Eni, together with its consolidatedsubsidiaries, is engaged in the oil and gas, electricity generation,petrochemicals, oilfield services and engineering industries. The Eni Group hasoperations in approximately 70 countries and 73,572 employees as of 31 December2006. Exploration and Production The Eni Group operates in the exploration and production of hydrocarbons inItaly, North Africa, West Africa, the North Sea, the Gulf of Mexico, Australiaand South America. It also operates in areas such as the Caspian Sea, the Middleand Far East, India and Alaska where management believes great mineral potentialexists. In 2006 the Eni Group hydrocarbon production available for sale averaged 1,720thousand barrels of oil equivalent per day and, at 31 December 2006, the EniGroup estimated proved reserves totalled 6,436 million barrels of oil equivalentwith a life index of 10 years. Gas & Power Eni Gas & Power segment is engaged in all phases of the gas business: supply,transport, distribution and marketing, resulting in a fully integrated businessmodel. A significant installed power generation capacity enables the Eni Groupto extract further value from gas, diversifying its commercial outlets. In 2006, the Eni Group's worldwide gas sales totalled 97.48 billion cubic metres(including own consumption, Eni's share of sales of affiliates and upstreamsales). The Eni Group's high and medium pressure gas pipeline network for natural gastransport is about 30,890 kilometres long in Italy, while outside Italy the EniGroup holds the transmission rights to approximately 5,000 kilometres of highpressure pipelines. Eni's natural gas transport network in Italy is owned andmanaged by Snam Rete Gas S.p.A. Eni owns 50.04 per cent. of Snam Rete GasS.p.A., which is a company listed on the Italian Stock Exchange. In Italy, EniPower S.p.A. owns and manages power stations in Livorno, Taranto,Mantova, Ravenna, Brindisi, Ferrera Erbognone and Ferrara, with a totalinstalled capacity of approximately 4.9 gigawatts as of 31 December 2006. Refining & Marketing The Eni Group is a leader in the refining business and in the marketing ofrefined products in Italy and holds important market shares in some Europeancountries. In 2006, the Eni Group's retailing market share for refined productsin Italy through its Agip-branded network of service stations was 29.3 per cent.and sales of refined products totalled 51.13 millions tonnes, of which 29.9million tonnes were in Italy. The balanced refining capacity of Eni Groupwholly-owned refineries totalled 534 thousand barrels per day as of 31 December2006. Petrochemicals Through Polimeri Europa S.p.A. and its subsidiaries, the Eni Group operates inolefins and aromatics, basic intermediate products, polyethylene, polystyrenesand elastomers. The Eni Group's petrochemical operations are concentrated inItaly and in Western Europe. In 2006, Eni sold 5.3 million tonnes ofpetrochemical products. Engineering and Construction The Eni Group operates in engineering, oilfield services and construction bothoffshore and onshore through Saipem S.p.A., a company listed on the ItalianStock Exchange (of which Eni owns 43 per cent.). Through Saipem S.p.A. and itssubsidiaries (including Snamprogetti S.p.A.), the Eni Group operates in thefield of offshore construction, in particular fixed platform installation,subsea pipe laying and floating production systems and onshore construction.Through Saipem S.p.A. and its subsidiaries, the Eni Group also provides offshoreand onshore drilling services and engineering and project management services tothe oil and gas, refining and petrochemical industries. 9. Information relating to Burren Burren is an independent oil and gas exploration and production company whichcurrently produces over 35,000 barrels of oil per day. Burren is quoted on theMain Market where it is a member of the FTSE 250 Index. Burren's oil and gas assets consist of producing fields in Turkmenistan andCongo (Brazzaville) and exploration acreage in Congo (Brazzaville), Egypt andYemen. Burren is the operator of oil field blocks in Turkmenistan, Egypt and Yemen.The majority of Burren's activity is onshore: only two of Burren's blocks areoffshore and these are in shallow water. Burren has interests in a total of nine licence blocks, in Turkmenistan, Congo(Brazzaville), Egypt and Yemen. Burren's investment in India is via a 27 percent. holding in Hindustan Oil Exploration Company, a company listed on theBombay Stock Exchange, which has interests in eight blocks. 10. Financing of the Offer The cash consideration payable under the Offer will be funded from funds madeavailable to Eni Holding from Eni's existing cash reserves. Rothschild,financial adviser to Eni Holding and Eni, has confirmed that it is satisfiedthat sufficient financial resources are available to Eni Holding to satisfy infull the cash consideration payable by Eni Holding as a result of fullacceptance of the Offer. 11. Management and employees The Board of Eni Holding has given assurances to the Burren Directors that, onthe Offer becoming or being declared unconditional in all respects, the existingemployment rights of all management and employees of Burren will be safeguarded,including any awards made or to be made under Burren's Capital Enhancement Planand Burren's pension obligations, if any, accrued up until the completion of theOffer. 12. Burren Share Schemes Participants in the Burren Share Schemes will be contacted regarding the effectof the Offer on their rights under these schemes and appropriate proposalspursuant to Rule 15 of the Code will be made to participants in due course. 13. Loan Note Alternative As an alternative to some or all of the cash consideration of 1230 pence perBurren Share which would otherwise be receivable under the Offer, BurrenShareholders who validly accept the Offer (other than certain overseasshareholders) are, subject to the conditions and further terms to be set out inthe Offer Document and the Form of Acceptance, able to elect to receive LoanNotes to be issued by Eni Holding on the following basis: For every 10 pence of cash consideration under the Offer 10 pence nominal value of Loan Notes. Eni Holding reserves the right not to issue Loan Notes where valid elections arereceived for an aggregate of less than £10 million in nominal value of LoanNotes by the time the Offer becomes or is declared unconditional in allrespects. If insufficient elections are received, Burren Shareholders whoelected to receive Loan Notes will instead receive cash consideration inaccordance with the terms of the Offer. The Loan Notes, which will be governed by English law, will be direct, unsecuredand unsubordinated obligations of Eni Holding and will be guaranteed as topayment of the principal amount and interest by Eni. The Loan Notes will be non-transferable. The Loan Notes will bear interest from the date of issue to therelevant holder of Loan Notes, payable every six months in arrears (less any taxrequired by law to be deducted or withheld therefrom) on 31 March and 30September, at a rate per annum calculated to be 0.75 per cent. below LIBOR asdetermined on the first Business Day of each such interest period. The Loan Notes will be redeemable at par (together with accrued interest) at theoption of the holders, in whole or in part, on interest payment dates commencingon 30 September 2008. Any Loan Notes outstanding on 31 March 2013 will beredeemed at par (together with any accrued interest) on that date. Eni Holding may elect to redeem any Loan Notes on any interest payment date from30 September 2008 onwards if the aggregate nominal value of the Loan Notes thenoutstanding is less than £10 million. No application will be made for the LoanNotes to be listed or dealt in on any stock exchange. The Loan Notes will beissued in integral multiples of 10 pence nominal value. The Loan Note Alternative is conditional on the Offer becoming or being declaredunconditional in all respects and will remain open for so long as the Offerremains open for acceptance. 14. Cancellation of listing, compulsory acquisition andre-registration If the Offer becomes or is declared unconditional in all respects, Eni Holdingintends to procure that Burren will make an application for the cancellation ofthe listing of the Burren Shares on the Official List and for the cancellationof trading of the Burren Shares on the Main Market. It is anticipated that the cancellation of listing on the Official List andcancellation of trading on the Main Market will take effect no earlier than 20Business Days after Eni Holding has acquired or agreed to acquire 75 per cent.of the voting rights attaching to the Burren Shares. The cancellation of thelisting would significantly reduce the liquidity and marketability of any BurrenShares not assented to the Offer at that time. If Eni Holding receives acceptances under the Offer in respect of, or otherwiseacquires, 90 per cent. or more of the Burren Shares to which the Offer relates,Eni Holding will exercise its rights pursuant to the provisions of Part 28 ofthe Companies Act 2006 to acquire compulsorily the remaining Burren Shares inrespect of which the Offer has not been accepted. It is also intended that, following the Offer becoming or being declaredunconditional in all respects, Burren will be re-registered as a privatecompany. 15. Disclosure of interests in Burren relevant securities As at the date of this announcement, with the exception of 29,600,534 BurrenShares in respect of which Eni Holding has received irrevocable undertakings toaccept the Offer, neither Eni Holding nor, so far as the Eni Holding Directorsare aware, any person acting in concert with it, including Eni, has any interestin or right to subscribe for any relevant securities of Burren nor are theyparty to any short positions (whether conditional or absolute and whether in themoney or otherwise) relating to relevant securities of Burren, including anyshort positions under derivatives, agreements to sell or any deliveryobligations or rights to require another person to take delivery. Neither EniHolding nor the Directors of Eni Holding nor, so far as Eni Holding is aware,any person acting in concert with Eni Holding, has borrowed or lent any relevantsecurities of Burren. In view of the requirement for confidentiality, Eni Holding has not made anyenquiries in this respect of certain parties who may be deemed by the Panel tobe acting in concert with it for the purposes of the Offer. 16. General Your attention is drawn to the further information contained in the Appendiceswhich form part of this announcement. The full text of the conditions and certain further terms of the Offer set outin Appendix 1 to this announcement forms part of, and should be read inconjunction with, this announcement. Appendix 2 to this announcement provides details of the basis of calculationsand sources of certain information included in this announcement. Appendix 3 to this announcement contains details of the irrevocable undertakingsreceived in relation to the Offer. Appendix 4 to this announcement contains definitions of certain terms used inthis announcement. The Offer documentation setting out in full the terms and conditions of theOffer is expected to be posted to Burren Shareholders not later than 28 daysafter the date of this announcement unless otherwise agreed with the Panel. Eni Holding reserves the right, with the consent of Burren, to elect toimplement the acquisition of the Burren Shares by way of a Scheme of Arrangementunder section 425 of the Companies Act 1985. In such event, the Scheme ofArrangement will be implemented on the same terms (subject to appropriateamendments), so far as applicable, as those which would apply to the Offer. Inparticular, condition (a) will not apply and the Scheme of Arrangement willbecome effective and binding following: (a) approval at the Court meeting (or any adjournment thereof)by a majority in number of the Burren Shareholders present and voting, either inperson or by proxy, representing 75 per cent. or more in value of the BurrenShares held by such holders; (b) the resolution(s) required to approve and implement theScheme of Arrangement being passed by the requisite majorities of the holders ofBurren Shares at a General Meeting of Burren; and (c) the sanction of the Scheme of Arrangement and confirmationof any reduction of capital involved therein by the Court (in both cases with orwithout modifications, on terms reasonably acceptable to Burren and Eni Holding)and an office copy of the order of the Court sanctioning the Scheme ofArrangement and confirming the cancellation of share capital which forms part ofit being delivered for registration to the Registrar of Companies in England andWales and being registered by her.Enquiries:EniGianni Di Giovanni (Head of External Communication) +39 02 520 31287 +39 06 598 2398Claudia Carloni (Head of Investor Relations) +39 02 520 31445Fabrizio Cosco (Head of Company Secretary) +39 06 598 22449Rothschild (financial adviser to Eni Holding and Eni) +44 (0) 207 280 5000Roger AderNeeve BillisEd WelshFinsbury Limited (PR Adviser to Eni Holding and Eni) +44 (0) 207 251 3801Mark HarrisAndrew MitchellUBS Investment Bank (financial adviser to Burren) +44 (0) 207 567 8000Adrian HaxbyDavid WaringNeil PatelPelham (PR adviser to Burren) +44 (0) 207 743 6673James HendersonAlisdair Haythornthwaite Rothschild, which is authorised and regulated in the United Kingdom by the FSA,is acting for Eni Holding and Eni in connection with the Offer and no one elseand will not be responsible to anyone other than Eni Holding and Eni forproviding the protections afforded to clients of Rothschild nor for providingadvice in relation to the Offer or any matter referred to herein. UBS is acting for Burren in connection with the Offer and no one else and willnot be responsible to anyone other than Burren for providing the protectionsafforded to clients of UBS nor for providing advice in relation to the Offer orany matter referred to herein. This announcement is not intended to and does not constitute or form any partof, an offer to sell or an invitation to purchase or the solicitation of anoffer to subscribe for any securities or the solicitation of any vote orapproval in any jurisdiction pursuant to the Offer or otherwise. The Offer isbeing made solely through the Offer Document and the Form of Acceptance, whichwill together contain the full terms and conditions of the Offer, includingdetails of how to accept the Offer. Any acceptance or other response to theOffer should be made only on the basis of the information contained in the OfferDocument and the Form of Acceptance. The distribution of this announcement in jurisdictions other than the UK may berestricted by law and therefore any persons who are subject to the laws of anyjurisdiction other than the UK should inform themselves about, and observe, anyapplicable requirements. This announcement has been prepared for the purpose ofcomplying with English law and the Code and the information disclosed may not bethe same as that which would have been disclosed if this announcement had beenprepared in accordance with the laws of jurisdictions outside England. Unless otherwise determined by Eni Holding, the Offer, including the Loan NoteAlternative, will not be made in or into, and will not be capable of acceptancein or from, Canada, Australia or Japan. Custodians, nominees and trusteesshould observe these restrictions and should not send or distribute thisannouncement in or into Canada, Australia or Japan. The Loan Notes to be issued in connection with the Offer have not been, and willnot be, registered under the US Securities Act or under the securities laws ofany state or jurisdiction of the United States. Neither the US Securities andExchange Commission nor any US state securities commission has approved ordisapproved of the Loan Notes to be offered in connection with the Offer, ordetermined if this announcement is accurate or complete. Any representation tothe contrary is a criminal offence. Accordingly, the Loan Notes may not (unlessan exemption under the relevant laws is applicable) be offered, sold, resold,delivered or transferred, directly or indirectly, in or into the United States,or to, or for benefit of, US persons. The Loan Notes have not been, and will not be, registered under applicablesecurities laws of any state, province, territory or jurisdiction of Canada,Australia or Japan, the relevant clearances have not been, and will not be,obtained from the securities commission of any province of Canada and noprospectus in relation to the Loan Notes has been, or will be, lodged with, orregistered by, the Australian Securities and Investments Commission or theJapanese Ministry of Finance. Accordingly, the Loan Notes may not (unless anexemption under the relevant securities laws is applicable) be offered, sold,resold, delivered or transferred, directly or indirectly, in or into Canada,Australia or Japan or any other jurisdiction if to do so would constitute aviolation of the relevant laws of, or require registration thereof in, suchjurisdiction or to, or for the account or benefit of, a person located inCanada, Australia or Japan. This announcement, including information included or incorporated by referencein this announcement, may contain "forward-looking statements" concerning EniHolding, the Eni Group and Burren. Generally, the words "will", "may", "should", "continue", "believes", "expects", "intends", "anticipates" or similarexpressions identify forward-looking statements. The forward-looking statementsinvolve risks and uncertainties that could cause actual results to differmaterially from those expressed in the forward-looking statements. Many ofthese risks and uncertainties relate to factors that are beyond the companies'abilities to control or estimate precisely, such as future market conditions andbehaviours of other market participants, and therefore undue reliance should notbe placed on such statements. Eni Holding, Eni Group and Burren assume noobligation and do not intend to update these forward-looking statements, exceptas required pursuant to applicable law. Notice to US holders of Burren Shares: The Offer will be made for the securities of a UK company and is subject to UKdisclosure requirements, which are different from those of the United States.The financial information included in this announcement has been prepared inaccordance with accounting principles applicable in the United Kingdom and thusmay not be comparable to financial information of US companies or companieswhose financial statements are prepared in accordance with generally acceptedaccounting principles in the United States. The Offer will be made in theUnited States pursuant to applicable US tender offer rules and otherwise inaccordance with the requirements of the Code. Accordingly, the Offer will besubject to disclosure and other procedural requirements, including with respectto withdrawal rights, offer timetable, settlement procedures and timing ofpayments that are different from those applicable under US domestic tender offerprocedures and law. The receipt of cash pursuant to the Offer by a US holder of Burren Shares may bea taxable transaction for US federal income tax purposes and under applicable USstate and local, as well as foreign and other tax laws. Each holder of BurrenShares is urged to consult his independent professional adviser immediatelyregarding the tax consequences of acceptance of the Offer. It may be difficult for US holders of Burren Shares to enforce their rights andany claim arising out of the US federal securities laws, since Eni, Eni Holdingand Burren are located in non-US jurisdictions, and some or all of theirofficers and directors may be residents of non-US jurisdictions. US holders ofBurren Shares may not be able to sue a non-US company or its officers ordirectors in a non-US court for violations of the US securities laws. Further,it may be difficult to compel a non-US company and its affiliates to subjectthemselves to a US court's judgement. In accordance with normal UK practice and pursuant to exemptive relief from theUS Securities and Exchange Commission, Eni Holding or its nominees, or itsbrokers (acting as agents), may from time to time make certain purchases of, orarrangements to purchase, Burren Shares outside the United States, other thanpursuant to the Offer, before or during the period in which the Offer remainsopen for acceptance. Also, in accordance with Rule 14e-5(b) of the US ExchangeAct, UBS will continue to act as exempt principal traders in Burren Shares onthe LSE. These purchases may occur either in the open market at prevailingprices or in private transactions at negotiated prices. Any information aboutsuch purchases will be disclosed as required in the UK, will be reported to aRegulatory Information Service of the UK Listing Authority and will be availableon the LSE website, www.londonstockexchange.com. Dealing disclosure requirements Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, 'interested' (directly or indirectly) in one per cent. or more of any class of 'relevant securities' of Burren, all 'dealings' in any 'relevant securities' ofthat company (including by means of an option in respect of, or a derivativereferenced to, any such 'relevant securities') must be publicly disclosed by nolater than 3.30 p.m. (London time) on the London Business Day following the dateof the relevant transaction. This requirement will continue until the date onwhich the Offer becomes, or is declared, unconditional as to acceptances, lapsesor is otherwise withdrawn or on which the Offer Period otherwise ends. If twoor more persons act together pursuant to an agreement or understanding, whetherformal or informal, to acquire an 'interest' in 'relevant securities' of Burren,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 'relevantsecurities' of Burren by Eni Holding or Burren, or by any of their respective 'associates', must be disclosed by no later than 12.00 noon (London time) on theLondon 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 inissue, can be found on the Takeover Panel's website atwww.thetakeoverpanel.org.uk. '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 inrespect of, or derivative referenced to, securities. Terms in quotation marks in this section (Dealing disclosure requirements) aredefined in the Code, which can also be found on the Panel's website. If you arein any doubt as to whether or not you are required to disclose a 'dealing' underRule 8, you should consult the Panel. appendix 1CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER The Offer will comply with the applicable rules and regulations of the Code,will be governed by English law and will be subject to the jurisdiction of thecourts of England. In addition it will be subject to the terms and conditionsto be set out in the Offer Document and related Form of Acceptance. Conditions of the Offer The Offer will be subject to the following conditions: (a) valid acceptances being received (and not, where permitted,withdrawn) by not later than 1.00 p.m. (London time) on the first closing dateof the Offer (or such later time(s) and/or date(s) as Eni Holding may, subjectto the rules of the Code or with the consent of the Panel, decide) in respect ofnot less than 90 per cent. (or such lower percentage as Eni Holding may decide)in nominal value of the Burren Shares to which the Offer relates and not lessthan 90 per cent. (or such lesser percentage as Eni Holding may decide) of thevoting rights carried by the Burren Shares to which the Offer relates, providedthat this condition will not be satisfied unless Eni Holding shall have acquiredor agreed to acquire (whether pursuant to the Offer or otherwise) directly orindirectly Burren Shares carrying in aggregate more than 50 per cent. of thevoting rights then normally exercisable at general meetings of Burren, includingfor this purpose (except to the extent otherwise agreed by the Panel) any suchvoting rights attaching to Burren Shares that are unconditionally allotted orissued before the Offer becomes or is declared unconditional as to acceptances,whether pursuant to the exercise of any outstanding subscription or conversionrights or otherwise and (i) Burren Shares which have been unconditionally allotted butnot issued before the Offer becomes or is declared unconditional as toacceptances, whether pursuant to the exercise of any outstanding subscription orconversion rights or otherwise, shall be deemed to carry the voting rights whichthey will carry upon issue; (ii) valid acceptances shall be deemed to have been received inrespect of Burren Shares which are treated for the purposes of Part 28 of theCompanies Act 2006 as having been acquired or contracted to be acquired by EniHolding by virtue of acceptances of the Offer; and (iii) the expression "Burren Shares to which the Offer relates"means Burren Shares except any Burren Shares which are treated at the date ofthe Offer as already held by Eni Holding for the purposes of part 28 of theCompanies Act 2006; (b) all Authorisations which are necessary in any relevantjurisdiction for or in respect of the Offer or the acquisition or proposedacquisition of any shares or other securities in, or control or management of,Burren or any other member of the Wider Burren Group by Eni Holding or thecarrying on by any member of the Wider Burren Group of its business having beenobtained, in terms and in a form reasonably satisfactory to Eni Holding, fromall appropriate Third Parties or from any persons or bodies with whom any memberof the Wider Burren Group has entered into contractual arrangements in each casewhere the absence of such Authorisation would have a material adverse effect onthe Wider Burren Group taken as a whole and all such Authorisations remaining infull force and effect and there being no notice or intimation of any intentionto revoke, suspend, restrict, modify or not to renew any of the same; (c) save as publicly announced by Burren prior to the date ofthis announcement by the delivery of an announcement to a Regulatory InformationService, no Third Party having intervened (as defined below) and there notcontinuing to be outstanding any statute, regulation or order of any Third Partyin each case which would or might reasonably be expected, to an extent which ismaterial to the Wider Burren Group taken as a whole, to: (i) make the Offer, its implementation or the acquisition orproposed acquisition by Eni Holding of any shares or other securities in, orcontrol or management of, Burren or any member of the Wider Burren Group void,illegal or unenforceable in any jurisdiction, or otherwise directly orindirectly restrain, prevent, prohibit, restrict or delay the same or imposeadditional conditions or obligations with respect to the Offer or suchacquisition, or otherwise impede, challenge or interfere with the Offer or suchacquisition, or require amendment to the terms of the Offer or the acquisitionor proposed acquisition of any Burren Shares or the acquisition of control ormanagement of Burren or the Wider Burren Group by Eni Holding; (ii) limit or delay, or impose any limitations on, the abilityof Eni Holding or any member of the Wider Burren Group to acquire or to hold orto exercise effectively, directly or indirectly, all or any rights of ownershipin respect of shares or other securities in, or to exercise voting or managementcontrol over, any member of the Wider Burren Group; (iii) require, prevent or delay the divestiture or alter theterms envisaged for any proposed divestiture by Eni Holding of any shares orother securities in Burren; (iv) require, prevent or delay the divestiture or alter the termsenvisaged for any proposed divestiture either by Eni Holding or by any member ofthe Wider Burren Group of all or any portion of their respective businesses,assets or properties or limit the ability of any of them to conduct any of theirrespective businesses or to own or control any of their respective assets orproperties or any part thereof; (v) require Eni Holding or any member of the Wider Burren Groupto acquire, or to offer to acquire, any shares or other securities (or theequivalent) in any member of either the Eni Holding Group or the Wider BurrenGroup owned by any third party; (vi) limit the ability of Eni Holding or any member of the WiderBurren Group to conduct or co-ordinate its business, or any part of it, with thebusinesses or any part of the businesses of any other member of the Wider BurrenGroup; (vii) result in any member of the Wider Burren Group or Eni Holdingceasing to be able to carry on business under any name under which it presentlydoes so; or (viii) otherwise materially and adversely affect any or all of thebusiness, assets, profits, financial or trading position or prospects of anymember of the Wider Burren Group; (d) except as publicly disclosed in the annual report andaccounts of Burren for the financial year ended 31 December 2006 or as publiclyannounced by Burren prior to the date of this announcement by the delivery of anannouncement to a Regulatory Information Service or as fairly disclosed inwriting prior to the date of this announcement to Eni Holding by or on behalf ofBurren, there being no provision of any arrangement, agreement, licence, permit,franchise or other instrument to which any member of the Wider Burren Group is aparty, or by or to which any such member or any of its assets is or are or maybe bound, entitled or subject or any circumstance, which, in each case as aconsequence of the Offer or the acquisition or proposed acquisition of anyshares or other securities in, or control of, Burren or any other member of theWider Burren Group by Eni Holding or otherwise, could or might reasonably beexpected (to an extent which is material to the Wider Burren Group taken as awhole) to result in: (i) any monies borrowed by or any other indebtedness orliabilities (actual or contingent) of, or any grant available to, any member ofthe Wider Burren Group being or becoming repayable or capable of being declaredrepayable immediately or prior to its stated repayment date or the ability ofany member of the Wider Burren Group to borrow monies or incur any indebtednessbeing withdrawn or inhibited or becoming capable of being withdrawn; (ii) the creation or enforcement of any mortgage, charge orother security interest over the whole or any part of the business, property,assets or interests of any member of the Wider Burren Group or any suchmortgage, charge or other security interest (wherever created, arising or havingarisen) becoming enforceable; (iii) any such arrangement, agreement, licence, permit, franchiseor instrument, or the rights, liabilities, obligations or interests of anymember of the Wider Burren Group thereunder, being, or becoming capable ofbeing, terminated or adversely modified or affected or any adverse action beingtaken or any obligation or liability arising thereunder; (iv) any asset or interest of any member of the Wider Burren Groupbeing or falling to be disposed of or ceasing to be available to any member ofthe Wider Burren Group or any right arising under which any such asset orinterest could be required to be disposed of or could cease to be available toany member of the Wider Burren Group otherwise than in the ordinary course ofbusiness; (v) the creation of any liabilities (actual or contingent) byany member of the Wider Burren Group other than in the ordinary course ofbusiness; (vi) the rights, liabilities, obligations or interests of anymember of the Wider Burren Group under any such arrangement, agreement, licence,permit, franchise or other instrument or the interests or business of any suchmember in or with any other person, firm, company or body (or any arrangement orarrangements relating to any such interests or business) being terminated oradversely modified or affected; or (vii) the financial or trading position or the prospects or thevalue of any member of the Wider Burren Group being prejudiced or adverselyaffected; and (viii) no event having occurred which, under any provision of anysuch arrangement, agreement, licence, permit or other instrument, would, ormight reasonably be expected to, result in any of the events or circumstanceswhich are referred to in paragraphs (d)(i) to (vii) of this condition (d); (e) since 31 December 2006 and except as disclosed in Burren'sannual report and accounts for the year then ended or as otherwise publiclyannounced by Burren prior to the date of this announcement by the delivery of anannouncement to a Regulatory Information Service or as otherwise disclosed priorto the date of this announcement to Eni Holding by or on behalf of Burren, nomember of the Wider Burren Group having (to an extent which is material to theWider Burren Group taken as a whole): (i) issued or agreed to issue, or authorised the issue of,additional shares of any class, or securities convertible into or exchangeablefor, or rights, warrants or options to subscribe for or acquire, any such sharesor convertible securities or transferred or sold any shares out of treasury,other than as between Burren and wholly-owned subsidiaries of Burren other thanany share issued or shares transferred from treasury upon the exercise of anyoptions granted under any Burren Share Scheme; (ii) purchased or redeemed or repaid any of its own shares orother securities or reduced or made any other change to any part of its sharecapital; (iii) recommended, declared, paid or made any dividend or otherdistribution whether payable in cash or otherwise or made any bonus issue (otherthan to Burren or a wholly-owned subsidiary of Burren); (iv) except as between Burren and its wholly-owned subsidiaries orbetween such wholly-owned subsidiaries, made, committed to make, authorised,proposed or announced any change in its loan capital; (v) (other than any acquisition or disposal in the ordinarycourse of business or a transaction between Burren and a wholly-owned subsidiaryof Burren or between such wholly-owned subsidiaries) merged with, demerged oracquired any body corporate, partnership or business or acquired or disposed ofor transferred, mortgaged, charged or created any security interest over anyassets or any right, title or interest in any assets (including shares in anyundertaking and trade investments) or authorised the same; (vi) issued, authorised or approved the issue of, or authorisationof or made any change in or to, any debentures; (vii) entered into, varied, or authorised any agreement,transaction, arrangement or commitment (whether in respect of capitalexpenditure or otherwise) which: (A) is of a long term, onerous or unusual nature or magnitude orwhich could involve an obligation of such nature or magnitude; or (B) would or might reasonably be expected to materially restrictthe business of any member of the Wider Burren Group; or (C) is other than in the ordinary course of business; (viii) entered into, implemented, effected or authorised any merger,demerger, reconstruction, amalgamation, scheme, commitment or other transactionor arrangement in respect of itself or another member of the Wider Burren Groupotherwise than in the ordinary course of business; (ix) entered into or varied the terms of, any contract, agreementor arrangement with any of the Directors or senior executives of any member ofthe Wider Burren Group; (x) taken any corporate action or had any legal proceedingsinstituted or threatened against it or petition presented or order made for itswinding-up (voluntarily or otherwise), dissolution or reorganisation or for theappointment of a receiver, administrator, administrative receiver, trustee orsimilar officer of or over all or any part of its assets and revenues or anyanalogous proceedings in any jurisdiction or appointed any analogous person inany jurisdiction; (xi) been unable, or admitted in writing that it is unable, topay 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 allor a substantial part of its business; (xii) waived or compromised any claim, otherwise than in theordinary course of business which is material in the context of the Wider BurrenGroup taken as a whole; (xiii) made any alteration to its memorandum or articles ofassociation; (xiv) made or agreed or consented to: (A) any material change: (1) to the terms of the trust deeds constituting the pensionscheme(s) established for its Directors, employees or their dependants; or (2) to the benefits which accrue or to the pensions, if any,which are payable thereunder; or (3) to the basis on which qualification for, or accrual orentitlement to such benefits or pensions, if any, are calculated or determined;or (4) to the basis upon which the liabilities (including pensions,if any) of such pension schemes, if any, are funded or made; or (B) any change to the trustees including the appointment of atrust corporation but excluding any appointment of a member nominated trustee inaccordance with existing nomination arrangements or one company appointment tofill a trustee vacancy; (xv) proposed, agreed to provide or modified the terms of any shareoption scheme or incentive scheme of the Wider Burren Group; (xvi) save as between Burren and its wholly-owned subsidiaries,granted any material lease in respect of any of the leasehold or freeholdproperty owned or occupied by it or transferred or otherwise disposed of anysuch property; or (xvii) entered into any agreement, commitment or arrangement or passedany resolution or made any offer (which remains open for acceptance) or proposedor announced any intention with respect to any of the transactions, matters orevents referred to in this condition (e); (f) except as disclosed in the annual report and accounts ofBurren for the financial year ended 31 December 2006 or as publicly announced byBurren prior to the date of this announcement by the delivery of an announcementto a Regulatory Information Service or as otherwise disclosed prior to the dateof this announcement to Eni Holding by or on behalf of Burren: (i) there having been no adverse change or deterioration inthe business, assets, financial or trading positions or profit or prospects ofany member of the Wider Burren Group which in any case is material in thecontext of the Wider Burren Group taken as a whole; (ii) no contingent or other liability of any member of the WiderBurren Group having arisen or become apparent or increased which in any case ismaterial in the context of the Wider Burren Group taken as a whole; (iii) no litigation, arbitration proceedings, prosecution orother legal proceedings to which any member of the Wider Burren Group is or isreasonably likely to become a party (whether as plaintiff, defendant orotherwise) having been threatened, announced or instituted by or against orremaining outstanding against or in respect of any member of the Wider BurrenGroup which in any case is material in the context of the Wider Burren Grouptaken as a whole; and (iv) (other than as a result of the Offer) no enquiry orinvestigation by, or complaint or reference to, any Third Party having beenthreatened, announced or instituted by or against or remaining outstandingagainst or in respect of any member of the Wider Burren Group which in any caseis material in the context of the Wider Burren Group taken as a whole; (g) except as disclosed prior to the date of this document toEni Holding by or on behalf of Burren, Eni Holding not having discovered afterthe date of this announcement: (i) that any financial or business or other informationconcerning the Wider Burren Group disclosed at any time by or on behalf of anymember of the Wider Burren Group, whether publicly, to Eni Holding or otherwise,is materially misleading or contains any misrepresentation of fact or omits tostate a fact necessary to make any information contained therein not materiallymisleading and which was not subsequently corrected before the date of thisannouncement by disclosure either publicly or otherwise to Eni Holding to anextent which in any case is material in the context of the Wider Burren Grouptaken as a whole; (ii) that any member of the Wider Burren Group is subject to anyliability (actual or contingent) which is not disclosed in Burren's annualreport and accounts for the financial year ended 31 December 2006 or hasotherwise publicly announced and which in any case is material in the context ofthe Wider Burren Group taken as a whole; or (iii) any information which affects the import of any informationdisclosed at any time by or on behalf of any member of the Wider Burren Group; (h) except to the extent disclosed in the annual report andaccounts of Burren for the financial year ended 31 December 2006 or as publiclyannounced by Burren prior to the date of this document by the delivery of anannouncement to a Regulatory Information Service or as fairly disclosed to EniHolding in writing by or on behalf of Burren before the date of thisannouncement, Eni Holding not having discovered after the date of thisannouncement: (i) that any past or present member of the Wider Burren Grouphas not complied with any applicable legislation or regulations of anyjurisdiction with regard to the use, treatment, handling, storage, transport,release, disposal, discharge, spillage, leak or emission of any waste orhazardous substance or any substance likely to impair the environment or harmhuman health, or otherwise relating to environmental matters or the health andsafety of any person, or that there has otherwise been any such use, treatment,handling, storage, transport, release, disposal, discharge, spillage, leak oremission (whether or not this constituted a non-compliance by any person withany legislation or regulations and wherever the same may have taken place)which, in any case, would be likely to give rise to any liability (whetheractual or contingent) or cost on the part of any member of the Wider BurrenGroup which is material in relation to the Wider Burren Group taken as a whole;or (ii) that there is, or is likely to be, any liability, whetheractual or contingent, to make good, repair, reinstate or clean up any propertynow or previously owned, occupied or made use of by any past or present memberof the Wider Burren Group or any other property or any controlled waters underany environmental legislation, regulation, notice, circular, order or otherlawful requirement of any relevant authority or third party or otherwise whichis material in relation to the Wider Burren Group taken as a whole; For the purpose of these conditions: (a) "Third Party" means any central bank, government, governmentdepartment or governmental, quasi-governmental, supranational, statutory,regulatory or investigative body, authority (including any national orsupra-national anti-trust or merger control authority), court, trade agency,association, institution or professional or environmental body or any othersimilar person or body whatsoever in any relevant jurisdiction; (b) a Third Party shall be regarded as having "intervened" if ithas decided to take, institute, implement or threaten any action, proceeding,suit, investigation, enquiry or reference or made, proposed or enacted anystatute, regulation, decision or order or taken any measures or other steps orrequired any action to be taken or information to be provided and "intervene"shall be construed accordingly; and (c) "Authorisations" means authorisations, orders, grants,recognitions, determinations, certificates, confirmations, consents, licences,clearances, provisions and approvals. Eni Holding reserves the right to waive in whole or in part all or any ofconditions (b) to (h) inclusive. Conditions (b) to (h) inclusive must besatisfied as at, or waived on or before, the 21st day after the later of thefirst closing date of the Offer and the date on which condition (a) is fulfilled(or, in each case, such later date as the Panel may agree). Eni Holding shallbe under no obligation to waive or determine to be, or treat as, fulfilled, anyof conditions (b) to (h) inclusive by a date earlier than the date specifiedabove for the fulfilment thereof notwithstanding that the other conditions ofthe Offer may at such earlier date have been waived or fulfilled and that thereare at such earlier date no circumstances indicating that any of such conditionsmay not be capable of fulfilment. Except with the Panel's consent Eni Holding will not invoke any of the aboveconditions (except for condition (a)) so as to cause the Offer not to proceed,to lapse or be withdrawn unless the circumstances which give rise to the rightto invoke the relevant conditions are of material significance to Eni Holding inthe context of the Offer. If Eni Holding is required by the Panel to make an offer for the Burren Sharesunder the provisions of Rule 9 of the Code, Eni Holding may make suchalterations to the terms and conditions of the Offer as are necessary to complywith the provisions of Rule 9. Certain Further Terms of the Offer The Offer will lapse if it is referred to the Competition Commission before thelater of the first closing date of the Offer and the date on which the Offerbecomes or is declared unconditional as to acceptances. The Offer will alsolapse if it is reviewed by the Commission of the European Communities and beforethe later of the first closing date of the Offer and the date on which the Offerbecomes or is declared unconditional as to acceptances, the Commission of theEuropean Communities either (i) initiates proceedings under Article 6(1)(c) ofCouncil Regulation 139/2004/EC or (ii) refers the Offer under Article 9.1 ofCouncil Regulation 139/2004/EC to a competent authority in the United Kingdomfollowing which there is a reference to the Competition Commission. Burren Shares will be acquired fully paid with full title guarantee and freefrom all liens, charges, equitable interests, encumbrances, rights ofpre-emption and any other third party rights and interests of any naturewhatsoever and together with all rights now and hereafter attaching theretoincluding, without limitation, the right to receive and retain in full alldividends and other distributions (if any) declared, made or paid after the dateof this announcement. The Offer, and where relevant, the Loan Note Alternative will be on the termsand will be subject, inter alia, to the conditions which are set out in thisannouncement and in this Appendix 1 and those terms which will be set out in theOffer Document and in the Form of Acceptance and such further terms as may berequired to comply with the provisions of the Code. The availability of the Offer to persons not resident in the United Kingdom maybe affected by the laws of the relevant jurisdictions. Persons who are notresident in the United Kingdom should inform themselves about and observe anyapplicable requirements. The Offer is governed by English law and is subject to the jurisdiction of theEnglish courts. appendix 2BASES AND SOURCES OF INFORMATION (a) The value attributed to the entire existing issued sharecapital of Burren is based upon the 141,106,941 Burren Shares in issue on 29November 2007 (except for the 16 Burren Shares held as treasury shares on suchdate). The value attributed to the entire to be issued share capital of Burrenis based upon the 3,013,396 Burren Shares which are the subject of optionsoutstanding. (b) References to a percentage of Burren Shares are based on thenumber of Burren Shares in issue as set out in paragraph (a) above. (c) Unless otherwise stated, the information on Eni is extractedfrom Eni's annual report and accounts for the year ended 31 December 2006. (d) Eni's market capitalisation is based on the closing price of29 November 2007 as derived from Bloomberg and the number of Eni shares in issueof 4,005,358,876 at the same date. (e) Unless otherwise stated, the financial information on Burrenis extracted from Burren's annual report and accounts for the year ended 31December 2006, and from the announcement of Burren's interim results for the sixmonths ended 30 June 2007. Appendix 3IRREVOCABLE UNDERTAKINGS The following holders of Burren Shares have given irrevocable undertakings toaccept the Offer: Number of Burren Shares Per cent. of issued share capitalBalor Holdings Limited1 5,167,289 3.66 Cavendish Nominees Limited 1,373,254 0.97 Latravia Limited2 1,073,718 0.76 Sunfloat Shipping Limited2 6,542,307 4.64 Tacoma E&P Limited3 10,595,000 7.51 Zounini Limited2 3,221,154 2.28 Alan Cole 12,500 0.01 Atul Gupta 308,901 0.22Keith Henry 4,000 0.00 Hywel John 146,507 0.10Brian Lavers 100,000 0.07Finian O'Sullivan 270,265 0.19 Andrew Rose 147,959 0.10Brian Thurley 637,680 0.45 Total 29,600,534 20.98 All of the above undertakings will cease to be binding only if the Offer lapsesor is withdrawn, if the Offer is not made as a result of an event occurringwhich means that Eni Holding is no longer required by the Code to proceed withthe Offer, if (with Panel consent) the Offer is not made, if the Offer Documentis not posted within 28 days of the date of this announcement (or such longerperiod as the Panel permits) or if a competing offer at or above 1320 pence pershare is announced for Burren in accordance with Rule 2.5 of the Code. Notes: 1. Finian O'Sullivan holds a controlling beneficial interest in BalorHoldings Limited. 2. Andrei Pannikov is the sole shareholder of Sunfloat Shipping Limited,Latravia Limited and Zounini Limited. 3. Tacoma E&P Limited is a subsidiary of Tacoma Petroleum Holding Limited("Tacoma"). Pierre Lasry is a beneficiary of one of the trusts that controlsTacoma. appendix 4DEFINITIONS The following definitions apply throughout this announcement unless the contextrequires otherwise.Australia the commonwealth of Australia, its territories and possessions and all areas subject to its jurisdiction and all political sub divisions thereofAuthorisations has the meaning give to it in Appendix 1Board as the context requires, the board of Directors of Burren, the board of Directors of Eni Holding, or the board of Directors of Eni and the terms "Burren Board", "Eni Holding Board" and "Eni Board" shall be construed accordinglyBurren Burren Energy plcBurren Group Burren and its subsidiary undertakingsBurren Share Scheme(s) the Burren Energy Performance Share Plan, the Burren Energy plc Share Incentive Plan, the Burren Energy plc Executive Share Option Plan 1998 and the Burren Energy plc Long Term Incentive Plan 1998Burren Share(s) the existing unconditionally allotted or issued and fully paid ordinary shares of 20 pence each in the capital of Burren and any further shares which are unconditionally allotted or issued before the date on which the Offer closes (or such earlier date or dates, not being earlier than the date on which the Offer becomes unconditional as to acceptances or, if later, the first closing date of the Offer, as Eni Holding may decide) but excluding in both cases any such shares held or which become held in treasuryBurren Shareholders the holders of Burren Shares from time to timeBusiness Day a day (other than a public holiday, Saturday or Sunday) on which clearing banks in London are open for normal businessCanada Canada, its provinces and territories and all areas subject to its jurisdiction and all political sub divisions thereofCapital Enhancement Plan a bespoke long-term incentive plan of Burren under which cash payments may be made to a selected group of senior executives in connection with a sale of the Company or return of capital to shareholders in connection with a sale of a material assetCode the City Code on Takeovers and MergersCourt the High Court of Justice of England and WalesDirectors as the context requires, the directors of Burren, the directors of Eni Holding, or the directors of Eni and the terms "Burren Directors", "Eni Holding Directors" and "Eni Directors" shall be construed accordinglyEni Eni S.p.A.Eni Group Eni and its consolidated subsidiariesEni Holding Eni UK Holding plc, a company incorporated under the laws of England and Wales with registered number 6428648Form of Acceptance the form of acceptance and authority for use by Burren Shareholders in connection with the Offer which will accompany the Offer Document when issuedFSA the UK Financial Services AuthorityGeneral Meeting a general meeting of BurrenJapan Japan, its cities and prefectures, territories and possessionsLIBOR (a) the rate per annum which is the offered rate for six months sterling deposits which appears on Telerate Page 3750 or Telerate Page 3740 (as appropriate) at or about 11.00 a.m. on the relevant Quotation Date (as defined in the Loan Note Instrument); or (b) if the display rate cannot be determined under paragraph (a) above, the rate determined by the Issuer (as defined in the Loan Note Instrument) to be the arithmetic mean (rounded, if necessary, to the nearest five decimal places with the midpoint rounded upwards) of the rates notified to the Issuer by each of the Reference Banks (as defined in the Loan Note Instrument) quoting (provided that at least two Reference Banks are quoting) as the rate at which such Reference Bank is offering deposits in the required currency and for the required period in an amount comparable to that amount to prime banks in the London Interbank Market at or about 11.00 a.m. on the relevant Quotation Date for such periodLoan Note Alternative the alternative whereby Burren Shareholders validly accepting the Offer may elect to receive Loan Notes instead of all or part of the cash consideration to which they would otherwise be entitled under the OfferLoan Note Instrument the loan note instrument to be entered into in relation to the Loan NotesLoan Note(s) the loan notes of Eni Holding guaranteed as to principal and interest by Eni to be issued pursuant to the Loan Note AlternativeLSE London Stock Exchange plcMain Market the main market of the LSEOffer the recommended offer to be made by Eni Holding to acquire the entire issued ordinary share capital of Burren on the terms and subject to the conditions to be set out in the Offer Document and the Form of Acceptance and, where the context so requires, any subsequent revision, variation, extension or renewal of such offerOffer Document the document to be published and sent to Burren Shareholders containing the OfferOffer Period the offer period (as defined in the Code) relating to Burren, which commenced on 9 October 2007Official List the official list of the UK Listing AuthorityPanel the Panel on Takeovers and MergersRegulatory Information Service as defined in the Glossary to the FSA HandbookRothschild N M Rothschild & Sons LimitedScheme of Arrangement has the meaning given to it in section 425 of the Companies 1985Substantial Interest a direct or indirect interest in 20 per cent. or more of the voting or equity capital (or equivalent) of an undertakingUBS or UBS Investment Bank UBS Limited, financial adviser to BurrenUK Listing Authority the Financial Services Authority acting in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000UK or United Kingdom the United Kingdom of Great Britain and Northern IrelandUS Exchange Act the US Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunderUS or United States the United States of America, its territories and possessions, any state of the United States of America and the District of ColumbiaUS Securities Act the US Securities Act of 1933, as amended, and the rules and regulations promulgated thereunderWider Burren Group Burren and the subsidiaries and subsidiary undertakings of Burren and associated undertakings (including any joint venture, partnership, firm or company in which any member of the Burren Group is interested or any undertaking in which Burren and such undertakings (aggregating their interests) have a Substantial Interest) For the purposes of this announcement, "subsidiary", "subsidiary undertaking", "undertaking" and "associated undertaking" have the meanings given by theCompanies Act 1985 (but for this purpose ignoring paragraph 20(1)(b) of Schedule4A of the Companies Act 1985). All references to time in this announcement are to London time unless otherwisestated. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Burford Capital