![](/cdn/assets/images/search/clock.png)
We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Addax Petroleum | LSE:AXC | London | Ordinary Share | CA00652V1022 | COM SHS NPV |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 3,005.00 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
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 MSCCKOKBCBKKCFD
1 Year Addax Petroleum Chart |
1 Month Addax Petroleum Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions