AAK Arawak

 

TIDMAAK 
 
RNS Number : 5944M 
Arawak Energy Limited 
30 January 2009 
 

 
 
 
 
 
Arawak ENERGY LIMITEd 
Whiteley Chambers, Don Street, St. Helier, Jersey JE4 9WG 
 
 
LSE & TSX TRADING SYMBOL: AAK 
 
 
30 JANUARY 2009 
 
 
FOR IMMEDIATE RELEASE 
 
 
recommended cash offer for Arawak energy by rosco s.a. 
offer document posted 
 
 
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 "Offer"). 
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. 
 
 
Enquiries: 
 
+-------------------------------------+-------------------------------------+ 
| Arawak Energy Limited               | Tel: +44 20 7973 4285               | 
| Alastair McBain                     |                                     | 
| Charles Carter                      |                                     | 
| Tanya Pang                          |                                     | 
|                                     |                                     | 
+-------------------------------------+-------------------------------------+ 
| RBC Capital Markets                 | Tel: +44 20 7653 4804               | 
| Andrew Smith                        |                                     | 
| Sarah Wharry                        |                                     | 
|                                     |                                     | 
+-------------------------------------+-------------------------------------+ 
 
 
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 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 Takeover Panel's website at 
www.thetakeoverpanel.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. 
 
 
 
 
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 operator, CNPC. 
 
 
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. 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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