Notice of Change of Control to Bondholders
17 Août 2009 - 11:32AM
UK Regulatory
TIDMAXC
RNS Number : 5346X
Addax Petroleum Corporation
17 August 2009
?The Notice of Change of Control (5295X) released on 17 August 2009 at 9:00 and
the associated Conversion Notice (5296X) released on 17 August 2009 at 9:04 have
been reformatted. All material details remain unchanged. The full text is
shown below, with Conversion Notice attached in pdf format.
NOTICE TO BONDHOLDERS
THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN
ANY DOUBT ABOUT THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT IMMEDIATELY YOUR
STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER
AUTHORISED UNDER THE UK FINANCIAL SERVICES AND MARKETS ACT 2000 OR OTHER
APPLICABLE LAW AND REGULATION.
ADDAX PETROLEUM CORPORATION
U.S.$300,000,000 3.75 per cent Convertible Bonds
due 2012 (the "Bonds")
convertible into Common Shares of
ADDAX PETROLEUM CORPORATION
NOTICE OF CHANGE OF CONTROL
To: All holders of the Bonds (the "Bondholders")
The Law Debenture Trust Corporation p.l.c. as trustee for the Bondholders (the
"Trustee")
17 August 2009 On 24 June 2009, Addax Petroleum Corporation (the "Company")
entered into a definitive agreement (the "Acquisition Agreement") with Sinopec
International Petroleum Exploration and Production Corporation ("SIPC") pursuant
to which SIPC agreed, subject to certain conditions set out in the Acquisition
Agreement, to make an offer (the "SIPC Offer") (itself or through one or more
wholly-owned subsidiaries) to acquire all of the issued and outstanding common
shares in the capital of the Company (the "Common Shares") by way of a take-over
bid for C$52.80 per Common Share in cash, including all Common Shares which may
become issued and outstanding after the date of the SIPC Offer on conversion of
the Bonds. On 9 July 2009, as contemplated by the Acquisition Agreement, Mirror
Lake Oil and Gas Company Limited ("Mirror Lake"), an indirect wholly-owned
subsidiary of SIPC, commenced the SIPC Offer, by mailing an offer to purchase
and take-over bid circular dated 9 July 2009 (the "Offeror's Circular"), a
letter of transmittal and a notice of guaranteed delivery (collectively, the
"Offer Documents") to holders of the Common Shares (the "Shareholders"). The
Company directors' circular (the "Directors' Circular") was also mailed on 9
July 2009 to the Shareholders. The Offeror's Circular and the Directors'
Circular have been mailed to the registered holder of the Bonds.
Details concerning the SIPC Offer may be obtained from the offices of Citibank
N.A., the Principal Paying, Transfer and Conversion Agent, at its office at
Citigroup Centre, Canada Square, London E14 5LB. The Offer Documents and the
Directors' Circular are also available on the System for Electronic Document
Analysis and Retrieval at www.sedar.com under the Company's profile.
The board of directors of the Company, after consultation with its legal and
financial advisors, has unanimously determined that the SIPC Offer is fair to
the Shareholders and is in the best interests of the Company and has unanimously
recommended that Shareholders accept the SIPC Offer and deposit their Common
Shares to the SIPC Offer. This determination and recommendation is contained in
the Directors' Circular. Bondholders are urged to carefully review the
Conditions (as defined below), the Directors' Circular and the Offer Documents
to reach their own investment decision as to whether to convert their Bonds into
Common Shares and accept or reject the SIPC Offer.
The SIPC Offer was made subject to a number of conditions including valid
acceptances by holders of not less than 66 2/3 per cent of Common Shares on a
diluted basis (the "Minimum Condition") and receipt of certain regulatory
approvals, including certain required approvals from the government of The
People's Republic of China. On 14 August 2009, the SIPC Offer was declared
unconditional in all respects upon the submission of valid acceptances by
holders of 92.67 per cent of Common Shares on a diluted basis and the receipt of
all required regulatory approvals.
On 14 August 2009, in accordance with the terms of the Acquisition Agreement,
Mirror Lake announced the extension of the SIPC Offer for 10 days until 11.59
p.m. (Toronto time) on 27 August 2009, in order to permit Shareholders that had
not tendered their Common Shares to accept the SIPC Offer and tender their
Common Shares.
Capitalised terms used and not otherwise defined in this notice have the
meanings given in the terms and conditions of the Bonds (the "Conditions" and
each, a "Condition"). Bondholders should note that this notice summarizes only
certain of the Conditions.
Pursuant to Condition 6(g), the Company is obligated to give notice in
accordance with the terms of Condition 6(g) to the Trustee and the Bondholders
of (i) the making of an Offer and (ii) such Offer resulting in a Change of
Control.
On 24 July 2009, in satisfaction of its obligation under Condition 6(g), the
Company notified the Bondholders and the Trustee that Mirror Lake had commenced
the SIPC Offer and that the SIPC Offer constituted an Offer for purposes of
Condition 6(b)(ix).
Now, in further satisfaction of the Company's obligation under Condition 6(g),
the Company hereby notifies Bondholders and the Trustee that a Change of
Control for purposes of sub-paragraph (ix) of Condition 6(b) occurred on 14
August 2009 upon the declaration of the SIPC Offer as unconditional in all
respects and the satisfaction of the Minimum Condition.
Pursuant to and in accordance with Condition 6(a), each Bond entitles the holder
thereof to convert such Bond into Common Shares, such conversion to be effected
at the Conversion Price in effect on the relevant Conversion Date by delivery of
a Conversion Notice (as defined in Condition 6(h)) to the Principal Paying,
Transfer and Conversion Agent. The Conversion Price is subject to adjustment in
accordance with Condition 6(b), and sub-paragraph (ix) of Condition 6(b) sets
out the terms of adjustment to the Conversion Price applicable during the Change
of Control Period (as each such term is defined in sub-paragraph (ix) of
Condition 6(b)). The Change of Control Period resulting from the SIPC Offer and
Change of Control commenced on 14 August 2009 and will end on 16 September 2009.
The Conversion Price in effect immediately prior to the occurrence of the Change
of Control on 14 August 2009 was C$56.0612 per Common Share. As a result of the
occurrence of the Change of Control, any exercise of Conversion Rights where the
Conversion Date falls during the Change of Control Period shall be effected at
the Change of Control Conversion Price (as defined in sub-paragraph (ix) of
Condition 6(b) and calculated in accordance with its terms), being C$45.827 per
Common Share.
Bondholders who wish to convert their Bonds into Common Shares and accept the
SIPC Offer should deliver the relevant Bond and signed Conversion Notice (in the
attached form) to the office of a Paying, Transfer and Conversion Agent during
normal business hours in accordance with Condition 6(h). Conversion Notices are
irrevocable once delivered.Prior to or concurrently with delivery of the
Conversion Notice, Bondholders who wish to tender such Common Shares to the SIPC
Offer should consult with their broker to arrange for the deposit of such Common
Shares to the SIPC Offer.
The Conversion Date for Bonds validly submitted for conversion shall be two
business days following delivery of the Conversion Notice. The Common Shares
issuable upon conversion of the Bonds shall be issued no later than
three Toronto business days following the delivery of the Conversion
Notice.Further information regarding the terms of, and procedure for the
exercise of, Conversion Rights by a Bondholder is set out in the Conditions and
the Trust Deed.
Additionally, as a consequence of the Change of Control and in accordance with
Condition 7(e), the Company hereby offers to purchase all of the outstanding
Bonds (the "Bond Repurchase Offer") and notifies the Bondholders and the
Trustee that Bondholders are entitled to accept such Bond Repurchase Offer by
delivery to the Principal Paying, Transfer and Conversion Agent of a Repurchase
Acceptance Notice (as defined in Condition 7(e)) at any time in the Change of
Control Period.
Such Bond repurchases shall be effected at a Repurchase Price of the principal
amount of the relevant Bonds pursuant to Condition 7(e)(ii), together with any
accrued interest on such Bonds to the Repurchase Date, being 30 September 2009,
the fourteenth calendar day after the expiry of the Change of Control Period.A
Repurchase Acceptance Notice, once delivered, shall be irrevocable and the
Company shall redeem all Bonds the subject of the Repurchase Acceptance Notices
delivered as aforesaid on the Repurchase Date.
Any payment in respect of the Bonds to be repurchased by the Company will be
made in accordance with Condition 8(a) to the persons shown on the Register at
the close of business on the Record Date. Payment in respect of any such Bond
shall be made by transfer to a U.S. dollar account with a bank in New York City
specified by the relevant Bondholder in the Repurchase Acceptance Notice.
The closing market price of the Common Shares on the Toronto Stock Exchange on
14 August 2009, the latest practicable date prior to the publication of this
notice, was C$52.53.
This notice does not constitute or form any part of any offer or invitation to
subscribe for, underwrite or otherwise acquire, or any solicitation of any offer
to purchase or subscribe for, securities in any jurisdiction. This notice is not
an invitation to participate in any Bond Repurchase Offer in any jurisdiction.
The distribution of this notice in certain jurisdictions may be restricted by
law, and persons into whose possession this notice comes are required to inform
themselves about and observe any such restrictions. Any failure to comply with
these restrictions may constitute a violation of the laws of any such
jurisdiction.
Conversion Notice
http://www.rns-pdf.londonstockexchange.com/rns/5346X_-2009-8-17.pdf
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCCKOKBCBKKCFD
Addax Petroleum (LSE:AXC)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024
Addax Petroleum (LSE:AXC)
Graphique Historique de l'Action
De Juin 2023 à Juin 2024