RECOMMENDED AND INCREASED CASH OFFER for ARAWAK ENERGY LIMITED by ROSCO S.A. (a member of the Vitol Group)



    /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. 16 /CNW/ -

    
    Summary

    -   The boards of Rosco S.A. and Arawak Energy Limited ("Arawak") are
        pleased to announce that they have reached agreement on the terms of
        a recommended and increased pre-conditional cash offer to be made by
        Rosco S.A. (or a wholly owned subsidiary of Rosco S.A. designated by
        Rosco S.A. to make the offer) ("Rosco") to acquire the entire issued
        and to be issued share capital of Arawak (the "Increased Recommended
        Offer").

    -   The Increased Recommended Offer is being made at a price of CAD 1.00
        for each Arawak Share, equivalent to 54.7 pence per Arawak Share
        (based on a currency exchange rate of CAD 1.8288 to
        (pnds stlg)1.00 (being the Bloomberg Rate as at 5.00 pm (London time)
        on 15 January 2009)).

    -   The Increased Recommended Offer values the entire issued share
        capital of Arawak at approximately CAD 182.6 million
        ((pnds stlg)99.9 million).

    -   The price to be paid under the Increased Recommended Offer
        represents a premium of approximately:

        -  176 per cent. to the London Stock Exchange closing middle market
           price of 19.8 pence per Arawak Share; and

        -  186 per cent. to the Toronto Stock Exchange closing price of
           CAD 0.35 per Arawak Share,

        in each case on 27 October 2008, the last business day prior to the
        date of the Original Announcement; and

        -  11.1 per cent. to the Original Offer Price of CAD 0.90 per Arawak
           Share made in the Original Announcement.

    -   The Arawak Directors, who have been so advised by RBC Capital
        Markets, consider the terms of the Increased Recommended Offer to be
        fair and reasonable. In determining whether to recommend the
        transaction, the Arawak Directors considered a number of factors and
        have relied in part on advice from RBC Capital Markets to the effect
        that the consideration to be 1 received by the Arawak Shareholders
        pursuant to the Increased Recommended Offer is fair and reasonable to
        such holders. In providing advice to the Arawak Directors, RBC
        Capital Markets has taken into account the commercial assessments of
        the Arawak Directors.

    -   Accordingly, the Arawak Directors unanimously recommend that Arawak
        Shareholders accept the Increased Recommended Offer. The Arawak
        Directors have irrevocably undertaken to accept (or, where
        applicable, procure the acceptance of) the Increased Recommended
        Offer in respect of their entire shareholdings in Arawak (including
        any Arawak Shares they are "interested" in, as defined in the Code),
        such shareholdings comprising in aggregate 4,801,767 Arawak Shares
        representing approximately 2.63 per cent. of the issued share capital
        of Arawak, on the terms of the Directors' Irrevocable Undertakings.
        Mancal Corporation (a company associated with one of the Arawak
        Directors) has also irrevocably undertaken to accept the Increased
        Recommended Offer in respect of the 4,484,009 Arawak Shares held by
        it (representing approximately 2.46 per cent. of the issued share
        capital of Arawak), on terms substantially the same as the
        Directors' Irrevocable Undertakings.

    -   A currency exchange facility will be made available to Arawak
        Shareholders under which they will be able to elect to receive their
        consideration in pounds sterling at the Bloomberg Rate on the date
        three business days prior to the relevant payment date. No commission
        will be charged for using this facility.

    -   The posting of the Offer Document is pre-conditional on certain
        regulatory clearances being obtained.

    Commenting on the Increased Recommended Offer, Mr. James H Coleman,
    Chairman of the board of Arawak, said:

        "We are pleased to have negotiated an acceptable path forward with
        Rosco. The enhanced terms of the offer will permit Arawak
        shareholders to take advantage of this cash offer on a timely
        basis."
    

    This summary should be read in conjunction with the full text of this
Announcement. A full copy of the Recommended And Increased Cash Offer can be
found on www.arawakenergy.com or www.sedar.com.
    The Offer will be subject to the applicable requirements of the Code and
Canadian securities laws. The Offer Document and Form of Acceptance will
contain the full terms and conditions of the Offer and will be posted to
Arawak Shareholders as soon as practicable.
    The Pre-Condition and Conditions to, and certain further terms of, the
Offer are set out in Appendix I to this Announcement. Appendix II contains
sources and bases of certain information contained in this Announcement.
Capitalised terms have the meanings given to them in Appendix III to this
Announcement.
    In accordance with Rule 2.10 of the Code, Arawak confirms that is has
182,644,452 common shares of no par value in issue and admitted to trading on
the London Stock Exchange and the Toronto Stock Exchange. The International
Securities Identification Number for Arawak's common shares is ISIN:
JE00B2QY9G86.

    Credit Suisse, which is authorised and regulated in the UK by the
Financial Services Authority, is acting for Rosco and no one else in
connection with the Offer and will not be responsible to anyone other than
Rosco for providing the protections afforded to clients of Credit Suisse nor
for providing advice in relation to the Offer or any other matters referred to
herein. Neither Credit Suisse nor any of its subsidiaries, branches or
affiliates owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Credit Suisse in connection
with this Announcement, any statement contained herein or otherwise. RBC
Capital Markets, which is authorised and regulated in the UK by the Financial
Services Authority, is acting for Arawak and no one else in connection with
the Offer and will not be responsible to anyone other than Arawak for
providing the protections afforded to clients of RBC Capital Markets nor for
providing advice in relation to the Offer or any other matters referred to
herein. Neither RBC Capital Markets nor any of its subsidiaries, branches or
affiliates owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of RBC Capital Markets in
connection with this Announcement, any statement contained herein or
otherwise. 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. This Announcement has been prepared in accordance with English law,
Canadian law and the Code and the information disclosed may not be the same as
that which would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of jurisdictions outside England and
Canada. 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. 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. This Announcement may contain various
"forward-looking statements" relating to the Offer and/or Rosco, that are
subject to risks and uncertainties, including those pertaining to the
anticipated benefits to be realised from the proposed acquisition of Arawak.
Information in this Announcement relating to the Arawak Group has been
compiled from public sources. The statements can be identified by the use of
forward-looking terminology, such as "believe", "expects", "prospect",
"estimated", "should", "may" or the negative thereof, or other variations
thereof, or comparable terminology indicating Rosco's and/or Arawak's
expectations or beliefs concerning future events. Rosco cautions that such
statements are qualified by important factors that could cause actual results
to differ materially from those in the forward-looking statements. Other
factors could also cause actual results to differ materially from expected
results included in the statements. These factors 3 4 include changes in
regulatory environment, foreign political, economic and currency risks
associated with the integration of recently acquired companies. 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 "relevant securities" of Arawak, all "dealings" in any "relevant
securities" of Arawak (including by means of an option in respect of, or a
derivative referenced to, any such "relevant securities") must be publicly
disclosed by no later than 3.30 pm (London time) on the London business day
following the date of the relevant transaction. This requirement will continue
until the date on which the Offer becomes, or is declared, unconditional as to
acceptances, lapses or is otherwise withdrawn or on which the "offer period"
otherwise ends. If two or more persons act together pursuant to an agreement
or understanding, whether formal or informal, to acquire an "interest" in
"relevant securities" of Arawak, they will be deemed to be a single person for
the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all
"dealings" in "relevant securities" of Arawak by Rosco or Arawak, or by any of
their respective "associates", must be disclosed by no later than 12.00 noon
(London time) on the London business day following the date of the relevant
transaction. A disclosure table, giving details of the companies in whose
"relevant securities" "dealings" should be disclosed, and the number of such
securities in issue, can be found on the Panel's website at
www.thetakoverpanel.org.uk. "Interests in securities" arise, in summary, when
a person has long economic exposure, whether conditional or absolute, to
changes in the price of securities. In particular, a person will be treated as
having an "interest" by virtue of the ownership or control of securities, or
by virtue of any option in respect of, or derivative referenced to,
securities. Terms in quotation marks are defined in the Code, which can also
be found on the Panel's website. If you are in any doubt as to whether or not
you are required to disclose a "dealing" under Rule 8, you should consult the
Panel.




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; Arawak Energy Limited:
Alastair McBain, Charles Carter, Tanya Pang, Tel: +44 20 7973 4285; RBC
Capital Markets: Andrew Smith, Sarah Wharry, Tel: +44 20 7653 4804

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Arawak Energy Limited

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