LSE & TSX TRADING SYMBOL: AAK
ST. HELIER, Jersey, Jan. 30 /CNW/ - On 16 January 2009, Arawak Energy
Limited ("Arawak") announced that it had agreed the terms of a recommended and
increased pre-conditional cash offer to be made by Rosco S.A. ("Rosco") for
the entire issued and to be issued common share capital of Arawak not already
held by Rosco and its affiliates at a price of CAD 1.00 per share (the
The Offer was pre-conditional on Rosco obtaining, in terms reasonably
satisfactory to Rosco, the consent of the Federal Anti-Monopoly Service of the
Russian Federation with respect to the Offer, which was received by Rosco on
19 January 2009.
Arawak announces that a directors' circular (the "Directors' Circular")
containing details of the Offer is being posted to Arawak Shareholders today.
An offer document (the "Offer Document") to be issued by Rosco containing a
letter from the Chairman of Arawak, information on Rosco and the full terms
and conditions of the Offer, will accompany the Directors' Circular.
Copies of the Directors' Circular and the Offer Document will be
available for inspection at the UK Listing Authority's Document Viewing
Facility, which is situated at: The Financial Services Authority, 25 The North
Colonnade, Canary Wharf, London E14 5HS. The Directors' Circular and the Offer
Document will also be available on Arawak's website (www.arawakenergy.com) and
on SEDAR (www.sedar.com) once they have been posted to shareholders.
Capitalised terms used, but not defined in this announcement have the
same meanings as given to them in the Offer Document.
Pursuant to Rule 2.10 of the Code, Arawak confirms that it has
182,644,452 common shares of no par value in issue and admitted to trading on
the Main Market of the London Stock Exchange and the Toronto Stock Exchange.
The International Securities Identification Number for Arawak's common
shares is ISIN: JE00B2QY9G86.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (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 that company (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 a potential offeror or by 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
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 Takeover Panel's website at
"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.
Notes to editors
Arawak's Common Shares are listed for trading on both the TSX and the LSE
under the symbol "AAK". The Company is engaged in the exploration, development
and production of oil and natural gas in Kazakhstan, Russia and Azerbaijan. In
Kazakhstan, the Company holds five producing fields and two exploration
blocks. The Company has a 40% participating interest in the Saigak producing
block acquired in June 2008. The remaining assets are held through its 100%
wholly-owned subsidiary Altius Energy Corporation ("Altius"). Altius' main
producing field is Akzhar with smaller fields at Besbolek, Karataikyz and
Alimbai. The two exploration blocks East Zharkamys III and Tamdykol are also
situated in western Kazakhstan. Arawak's producing assets in Russia are held
through ZAO PechoraNefteGas ("PNG") and LLC NK Recher-Komi ("Recher-Komi") in
which Arawak has a 50% interest with the remaining interest being held by
Lundin Petroleum AB. Also in Russia, Arawak holds a 100% interest in the
Kymbozhyuskaya exploration block and in the South Sotchemyu appraisal block.
In Azerbaijan, the Company's asset is its interest in the Exploration
Development and Production Sharing Agreement ("EDPSA") for the South West
Gobustan oil and gas fields. CGL, a company registered in Anguilla, British
West Indies, in which the Company has a 37.17% interest, holds an 80% interest
in the EDPSA with the remaining 20% held by an affiliate of SOCAR. The
remaining 62.83% share in CGL is held by two affiliates of the project
This announcement includes "forward-looking statements", including
statements with respect to Arawak's anticipated exploration and development
activities which are based on the opinions and estimates of management at the
date the statements are made, and are subject to a variety of risks and
uncertainties and other factors that could cause actual events or results to
differ materially from those projected in the forward-looking statements.
These risks and uncertainties include, but are not limited to, risks
associated with the oil and gas industry (including operational risks in
development, exploration and production; delays or changes in plans with
respect to exploration or development projects or capital expenditures; the
uncertainty of reserve estimates; the uncertainty of estimates and projections
in relation to production, costs and expenses and health, safety and
environmental risks), the risk of commodity price and foreign exchange rate
fluctuations, the uncertainty associated with commercial negotiations and
negotiating with foreign governments and risks associated with international
activity. Although Arawak believes that its expectations represented by these
forward-looking statements are reasonable, there can be no assurance that such
expectations will prove to be correct. Due to the risks, uncertainties and
assumptions inherent in forward-looking statements, prospective investors in
the Company's securities should not place undue reliance on these
forward-looking statements. For a detailed description of the risks and
uncertainties facing Arawak, readers should refer to Arawak's Annual
Information Form for the year ended 31 December 2007 and dated 31 March 2008
as filed at www.sedar.com.
For further information:
For further information: Enquiries: 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