Recommended cash offer for Arawak by Rosco S.A. (a member of the Vitol Group): Offer extended and declared wholly unconditional and compulsory acquisition procedure commenced
Rosco S.A. (“Rosco”) announced that it had received valid acceptances of the Offer in respect of a total of 99,155,506 Arawak Shares representing approximately 54.28 per cent of the issued common share capital of Arawak and approximately 92.68 per cent of the Arawak Shares to which the Offer relates.
Rosco today declares that, all Conditions to the Offer having been satisfied or waived, the Offer is unconditional in all respects and that Rosco will take up and pay for the 99,155,506 Arawak Shares validly tendered in accordance with the offer, within 3 business days.
Rosco today also announces that the Offer is extended and will remain open for acceptance until 3.00 p.m. London time (10.00 a.m. Ontario time) on 7 April 2009, unless otherwise extended.
Forms of Acceptance not yet returned should be completed and returned in accordance with the instructions set out in the offer document dated 30 January 2009 (“Offer Document”) and in the Form of Acceptance as soon as possible.
Commencement of Compulsory Acquisition
As Rosco has received acceptances under the Offer in respect of not less than nine-tenths in number of the Arawak Shares to which the Offer relates, it is now entitled to exercise its rights pursuant to the provisions of Articles 117 and 118 of the Companies Law to acquire compulsorily the remaining Arawak Shares to which the Offer relates (construed in accordance with Part 18 of the Companies Law).
Accordingly, Rosco will shortly be posting formal notices under Article 117 of the Companies Law to Arawak Shareholders who have not yet accepted the Offer.
Delisting of Securities
As Rosco has received sufficient acceptances under the Offer, notice is hereby given that Rosco will: (i) procure that Arawak makes application to the Toronto Stock Exchange for the de-listing of Arawak Shares from such exchange; and (ii)procure that Arawak makes applications to the UK Listing Authority for the cancellation of listing of Arawak Shares on the Official List and to the London Stock Exchange for the cancellation of admission to trading in Arawak Shares on its market for listed securities.
As provided in the Offer Document, the cancellation of the listing of the Arawak Shares on the Official List of the London Stock Exchange will not occur earlier than 20 business days after the time of this announcement, being the time at which the Offer has been declared unconditional in all respects. Accordingly, it is anticipated that the cancellation will take effect on Friday, 24 April 2009.
Capitalised terms used and not defined in this announcement have the same meanings given to them in the Offer Document.
The information agent appointed by Rosco S.A. is Kingsdale Shareholder Services Inc. who can be contacted at 1-800-775-5159 (within North America) or +1 416-867-2272 (outside North America).
For further information on Arawak, please go to www.arawakenergy.com