/NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR
INTO OR FROM AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION./
JERSEY, Channel Islands, Jan. 20 /CNW/ - On 16 January 2009, the boards
of Rosco S.A. ("Rosco") and Arawak Energy Limited ("Arawak") announced the
terms of a recommended and increased pre-conditional cash offer to be made by
Rosco to acquire the entire issued and to be issued common share capital of
Arawak (the "Offer").
Rosco has now received written confirmation from the Federal
Anti-Monopoly Service of the Russian Federation ("FAS"), that FAS has, in
accordance with Articles 28 and 33 of Federal Law No. 135-FZ, dated 26 July
2006, granted the application made by Vitol Holding B.V., the parent company
of Rosco, for the acquisition of rights under the Offer, on terms which are
reasonably satisfactory to Rosco.
Accordingly, Rosco confirms that the Pre-Condition to the Offer has been
As stated in the announcement of the Offer released on 16 January 2009
(the "Offer Announcement"), it is expected that the Offer Document will be
posted as soon as practicable, and in any event (save with the consent of the
Panel) within seven days following receipt of the formal valuation required
pursuant to Canadian securities laws (or a waiver of the requirement from
applicable Canadian securities regulators to post such valuation at the same
time as the Offer Document).
Rosco is in discussions with applicable Canadian securities regulators in
relation to the above requirement and a further announcement on the progress
of those discussions will be made in due course.
Unless otherwise specified, capitalised terms in this announcement have
the meaning given to them in the Offer Announcement.
This announcement does not constitute an offer to sell or an invitation
to purchase or subscribe for any securities or the solicitation of an offer to
buy or subscribe for any securities pursuant to the Offer or otherwise. The
Offer will be made solely by the Offer Document and the Form of Acceptance
accompanying the Offer Document, which will contain the full terms and
conditions of the Offer, including details of how the Offer may be accepted.
The Offer Document and Form of Acceptance will be made available to those
Arawak Shareholders who are able to receive them, as a result of the laws of
the jurisdictions in which they are resident. Arawak Shareholders should read
the Offer Document and Form of Acceptance (if they are able to receive them)
as they contain important information.
The Offer will not be made, directly or indirectly, in or into or by use
of the mails or any other means or instrumentality (including, without
limitation, telephonic or electronic) of interstate or foreign commerce of, or
any facility of a national, state or other securities exchange of Australia or
Japan and the Offer will not be capable of acceptance by any such use, means,
instrumentality or facility or from within Australia or Japan. Accordingly,
copies of this announcement and formal documentation relating to the Offer are
not being, and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed in or into or from Australia or Japan and persons
receiving this announcement (including custodians, nominees and trustees) must
not distribute or send it into or from Australia or Japan. Doing so may render
invalid any related purported acceptance of the Offer.
The laws of the relevant jurisdictions may affect the availability of the
Offer to persons who are not resident in the United Kingdom or Canada. Persons
who are not resident in the United Kingdom or Canada, or who are subject to
laws of any jurisdiction other than the United Kingdom or Canada, should
inform themselves about, and observe, any applicable requirements. Any person
(including nominees, trustees and custodians) who would, or otherwise intends
to, forward this announcement, the Offer Document and the Form of Acceptance
or any accompanying document to any jurisdiction outside the United Kingdom or
Canada should refrain from doing so and seek appropriate professional advice
before taking any action.
For further information:
For further information: Enquiries: Kingsdale Shareholders Services
Inc., (information agent appointed by Rosco), Tel: within North America:
1-800-775-5159, outside North America: (416) 867-2272