RNS Number:8908S
Sterling Energy PLC
04 December 2003


Sterling Energy plc


4 December 2003


Not for release, publication or distribution in, into or from the United States,
Canada, Australia or Japan.


                              Sterling Energy plc


  Offer for Fusion Oil & Gas plc by Evolution Beeson Gregory Limited on behalf

                             of Sterling Energy plc


    Offer declared unconditional in all respects subject to Admission to AIM


Sterling is delighted to announce that by 1.00 p.m. on 4 December 2003, being
the final closing date of the Offer, Sterling either owned or had received valid
acceptances for the Offer in respect of an aggregate of 52,564,034 Fusion
Shares, representing approximately 51.37 per cent. of Fusion's issued ordinary
share capital.


Accordingly, the directors of Sterling announce that all the conditions to the
Offer have been satisfied or waived subject only to the admission of the new
Sterling Shares to the Alternative Investment Market of the London Stock
Exchange becoming effective ("Admission"). Accordingly the Offer is declared
unconditional in all respects subject only to such Admission. The Offer will
remain open until further notice. The Partial Cash Alternative under which
Fusion shareholders may elect to receive 2.5 Sterling Shares and 10p in cash and
the Additional Cash Election will remain open until 3.00 p.m. on 18 December
2003 at which time they will close.


Forms of Acceptance not yet returned should be completed and returned in
accordance with the instructions set out in the Offer Document and the Form of
Acceptance.


As at 1.00 p.m. on 4 December 2003 Sterling had received valid acceptances for
the Offer from holders of 32,563,823 Fusion Shares representing approximately
31.8 per cent. of the issued ordinary share capital of Fusion. These acceptances
include valid acceptances for the Offer in respect of 9,400,000 Fusion Shares by
Invesco Asset Management Limited for which Sterling had received an irrevocable
undertaking to accept the Offer and 11,376,500 Fusion Shares for which Sterling
had received letters of intent to accept the Offer, representing approximately
9.2 per cent. and 11.1 per cent. respectively of Fusion's current issued
ordinary share capital.


Prior to the announcement of the Offer Sterling required 20,000,000 Fusion
Shares now representing approximately 19.5 per cent. of the issued ordinary
share capital of Fusion in addition to the 211 Fusion shares which it already
owned.


Settlement of the consideration to which Fusion Shareholders who have already
validly accepted the Offer are entitled will be made by the creation of a CREST
payment obligation in favour of the Fusion Shareholder's payment bank in
accordance with CREST payment arrangements by 18 December 2003. Where a Fusion
Shareholder has elected to receive their consideration in certificated form the
share certificates and cheques for any cash due under the Partial Cash
Alternative or Additional Cash Election as appropriate will be despatched by
first class post by 18 December 2003. All such cash payments will be made in
pounds sterling.


Words and expressions defined in the offer document from Sterling to Fusion
Shareholders dated 1 October 2003 and the circulars from Sterling to Fusion
Shareholders dated 18 October 2003 and 21 November 2003 respectively shall have
the same meaning in this announcement.


Evolution Beeson Gregory, which is regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Sterling and no one else
in connection with the Offer and other matters described herein will not be
responsible to anyone other than Sterling for providing the protections afforded
to customers of Evolution Beeson Gregory or for giving advice in relation to the
Offer or any other matter described in this announcement.






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