22nd Dec 2006 11:53
BowLeven Plc22 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 proposedrecommended all share offer to be made by Jefferies International Limited("Jefferies International") on behalf of BowLeven for the whole of the issuedand to be issued share capital of FirstAfrica ("the Offer"), BowLeven announcesthat 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 accordancewith paragraph 1.2.2R(2) of the Prospectus Rules published by the FinancialServices Authority, in connection with the ordinary shares in Bowleven offeredpursuant 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 forinspection (during normal business hours on any business day) at the offices ofBaker Tilly, 1st Floor, 5 Old Bailey, London EC4M 7AF throughout the OfferPeriod. Terms defined in the Offer Document have the same meaning in this announcement. ENQUIRIES For further information contact: BowLeven plcKevin Hart, Chief Executive Officer 00 44 777 193 4974 Jefferies InternationalRichard Kent 00 44 207 618 3713 Hoare Govett LimitedAndrew Foster 00 44 207 678 8000Sean Wegerhoff MaitlandNeil Bennett 00 44 207 379 5151 FirstAfrica Oil plcJohn Bentley, Executive Chairman 00 44 20 7408 7630 N M Rothschild & Sons LimitedNeeve Billis 00 44 207 280 5000 M:CommunicationsPatrick d'Ancona 00 44 20 7153 1547 The BowLeven Directors accept responsibility for the information contained inthis announcement. To the best of the knowledge of the BowLeven Directors (whohave taken all reasonable care to ensure that such is the case), the informationcontained in this announcement for which they are taking responsibility is inaccordance with the facts and contains no omission likely to affect the importof such information. Jefferies International Limited, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting as financial adviser toBowLeven in connection with the Offer and no-one else and will not beresponsible to anyone other than BowLeven for providing the protections affordedto customers of Jefferies International Limited or for providing advice inrelation to the Offer. Hoare Govett Limited, which is regulated in the United Kingdom for the conductof investment business by the Financial Services Authority, is acting forBowLeven as Nominated Adviser and corporate broker in connection with the Offerand no-one else and will not be responsible to anyone other than BowLeven forproviding the protections afforded to customers of Hoare Govett Limited, nor forproviding advice in relation to the matters described herein. N M Rothschild & Sons Limited, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting for FirstAfrica inconnection with the Offer and no-one else and will not be responsible to anyoneother than FirstAfrica for providing the protections afforded to clients of N MRothschild & Sons Limited or for providing advice in relation to the Offer. This Announcement does not constitute, or form part of, an offer or aninvitation to purchase or subscribe for any securities. The Offer will be madesolely through the Offer Document, the Information Memorandum, an advertisementto be made in a national newspaper in the UK, and the Form of Acceptance.BowLeven intends to dispatch such documents to FirstAfrica Shareholders (and forinformation only, to participants (if any) in the FirstAfrica Share OptionScheme and to the holders of warrants under the Warrant Instrument) and placesuch advertisement shortly. The Offer Document and the Form of Acceptance willtogether contain the full terms and conditions of the Offer, including detailsof how to accept the Offer. Any acceptance or other response to the Offer shouldbe made only on the basis of the information contained within the OfferDocument, the Information Memorandum and the Form of Acceptance. The availability of the Offer to persons who are not resident in the UnitedKingdom may be affected by the laws of their relevant jurisdiction. Such personsshould inform themselves of, and observe, any applicable legal or regulatoryrequirements of their jurisdiction. Further details in relation to overseasshareholders will be contained in the Offer Document. The Offer Document and theInformation Memorandum will be made available for public inspection in theUnited Kingdom. These written materials are not an offer of securities for sale in the UnitedStates. Securities may not be offered or sold in the United States absentregistration under the US Securities Act of 1933 (the "US Securities Act") or anexemption therefrom. BowLeven has not registered and does not intend to registerany of its ordinary shares under the US Securities Act. The New BowLeven Shareswill not be offered or sold to the public in the United States. Unless otherwise determined by BowLeven and subject to any dispensation requiredfrom the Panel, the Offer will not be made, directly or indirectly, in or intoor by the use of the mails of, or by any means or instrumentality (including,without limitation, telephonically or electronically) of interstate or foreigncommerce of, or through any facilities of a national securities exchange of, theUnited States, Canada, Australia or Japan or any other jurisdiction if to do sowould constitute a violation of the relevant laws of such jurisdiction, and theOffer, when made, should not be accepted by any such use, means, instrumentalityor facilities or from or within the United States, Canada, Australia or Japan orany such other jurisdiction. Accordingly, copies of this Announcement are notbeing, and must not be mailed or otherwise forwarded, distributed or sent in,into or from the United States, Canada, Australia or Japan and all personsreceiving this Announcement (including nominees, trustees and custodians) mustnot mail or otherwise forward, distribute or send it in, into or from the UnitedStates, Canada, Australia or Japan. Doing so may render invalid any purportedacceptance of the Offer. Notwithstanding the foregoing, BowLeven will retain theright to permit the Offer to be accepted and any sale of securities pursuant tothe Offer to be completed if, in its sole discretion, it is satisfied that thetransaction in question can be undertaken in compliance with applicable law andregulation. 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 "relevantsecurities" of BowLeven or of FirstAfrica, all "dealings" in any "relevantsecurities" of that company (including by means of an option in respect of, or aderivative referenced to, any such "relevant securities") must be publiclydisclosed by no later than 3.30 pm (London time) on the London business dayfollowing the date of the relevant transaction. This requirement will continueuntil the date on which the offer becomes, or is declared, unconditional as toacceptances, lapses or is otherwise withdrawn or on which the "offer period"otherwise ends. If two or more persons act together pursuant to an agreement orunderstanding, whether formal or informal, to acquire an "interest" in "relevantsecurities" of BowLeven or of FirstAfrica, they will be deemed to be a singleperson for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of BowLeven or of FirstAfrica or 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 are defined in the Code, which can also be found on thePanel's website. If you are in any doubt as to whether or not you are requiredto 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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