AXC Addax Petroleum

 

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 
 
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