15th Nov 2006 10:45
BowLeven Plc15 November 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTOAUSTRALIA, CANADA, JAPAN OR THE UNITED STATES 15 November 2006 Possible Recommended Offer by BowLeven plc ("BowLeven") for FirstAfrica Oil plc("FirstAfrica") BowLeven announces that it has approached the Board of FirstAfrica with theoutline terms of a possible offer for the entire issued and to be issuedordinary share capital of FirstAfrica (the "Proposed Offer"). The Board ofFirstAfrica has indicated its support for the principles of the Proposed Offer.The suspension of FirstAfrica's ordinary shares from trading on AIM wasannounced on 9 November 2006 pending clarification of FirstAfrica's financialposition. BowLeven believes the Proposed Offer offers attractive value for FirstAfricashareholders. BowLeven holds interests in three blocks offshore Cameroon, one of the mostattractive oil and gas exploration areas in West Africa, and has substantialexperience within its management team of developing offshore upstream oil andgas projects. There is clear logic in combining the asset portfolios ofBowLeven and FirstAfrica and using BowLeven's existing financial resources andadditional financing to be raised by BowLeven to bring, in particular,FirstAfrica's East Orovinyare Oil Field offshore Gabon into production. The Proposed Offer Subject to the satisfaction or waiver of the pre-conditions set out below, andon the terms and conditions to be set out in any firm offer announcement,BowLeven is prepared to make an offer of one BowLeven ordinary share for every190 ordinary FirstAfrica shares. The Proposed Offer values the existing issued share capital of FirstAfrica atapproximately £30.2 million based on the closing price of 214.5 pence perBowLeven share on 14 November 2006. This represents a premium of 25.4 per cent. to the price of 0.9 pence perFirstAfrica share at the point the ordinary shares of FirstAfrica were suspendedfrom trading on AIM on 9 November 2006 and a premium of 21.4 per cent. to theaverage closing price of 0.93 pence per FirstAfrica share for the 30 calendardays ending on 9 November 2006. Pre-conditions The pre-conditions to the Proposed Offer include: • completion of confirmatory due diligence to the satisfaction of BowLeven; • BowLeven raising the appropriate financing for the enlarged group; and • the formal recommendation of the Proposed Offer by the FirstAfrica Board. BowLeven reserves the right to waive, in whole or in part, any of the abovepre-conditions at its discretion. In the event that BowLeven were to acquireFirstAfrica it would assume its assets and liabilities at completion. Other matters BowLeven also intends to make appropriate offers to the holders of options. This announcement does not constitute an announcement of a firm intention tomake an offer under Rule 2.5 of the City Code on Takeovers and Mergers (the "Code"). Accordingly, there can be no certainty that any offer will ultimatelybe made, even if the pre-conditions to the Proposed Offer are satisfied orwaived. Enquiries to: BowLeven plc Kevin Hart, CEO designate 00 44 777 193 4974 Terry Heneaghan, Executive Chairman 00 44 131 260 5100 Jefferies International Richard Kent 00 44 207 618 3713 Hoare Govett Limited Andrew Foster 00 44 207 678 8000 John MacGowan Bertie Whitehead Maitland Neil Bennett 00 44 207 379 5151 In accordance with Rule 2.10, BowLeven confirms that it has 34,044,925 ordinaryshares of 10p each in issue with ISIN GB00B04PYL99. 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. Note to Editors: BowLeven is an African oil and gas group, based in Edinburgh and traded on AIM.BowLeven holds interests in three blocks offshore Cameroon, one of the mostattractive oil and gas exploration areas in West Africa. BowLeven has operatedin Cameroon since 1999. Jefferies International Limited ("Jefferies International") which is regulatedin the United Kingdom for the conduct of investment business by the FinancialServices Authority, is acting for BowLeven as financial adviser in connectionwith the matters set out herein and no-one else and will not be responsible toanyone other than BowLeven for providing the protections afforded to customersof Jefferies International, nor for providing advice in relation to the mattersdescribed herein. Hoare Govett Limited ("Hoare Govett") which is regulated in the United Kingdomfor the conduct of investment business by the Financial Services Authority, isacting for BowLeven as corporate broker in connection with the matters set outherein and no-one else and will not be responsible to anyone other than BowLevenfor providing the protections afforded to customers of Hoare Govett, nor forproviding advice in relation to the matters described herein. This announcement does not constitute an offer to sell or an invitation topurchase or subscribe for any securities or the solicitation of an offer to buyor subscribe for any securities, or any firm intention to make such an offer. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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