Notice to Bondholders

 

TIDMAXC 
 
RNS Number : 2407W 
Addax Petroleum Corporation 
24 July 2009 
 

Regulatory Announcement 
 
 
Addax Petroleum Corporation (the "Corporation") has today made the following 
notice to holders of the US$300,000,000 3.75% Convertible Bonds due 2012 and the 
trustee for such holders: 
 
 
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 OFFER 
 
 
To:     All holders of the Bonds (the "Bondholders") 
          The Law Debenture Corporation p.l.c. as trustee for the Bondholders 
(the "Trustee") 
 
 
24 July 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 (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 offer on conversion of the Bonds 
(the "SIPC Offer"). 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 of Mirror Lake (the 
"Offeror's Circular"), a letter of transmittal and a notice of guaranteed 
delivery (together, 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. 
 
 
The Offer Documents are available for viewing at the offices of Citibank N.A., 
the Principal Paying, Transfer and Conversion Agent, 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. 
 
 
The SIPC Offer is open for acceptance until 7:00 p.m. (Toronto time) on 14 
August 2009, unless withdrawn or extended. In the Acquisition Agreement, SIPC 
has agreed that, if Mirror Lake takes-up and pays for any Common Shares pursuant 
to the SIPC Offer, it shall extend the SIPC Offer for at least one 10 day period 
in order to permit Shareholders that have not tendered their Common Shares to 
accept the SIPC Offer and tender their Common Shares. The SIPC Offer is 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 and receipt of all 
required regulatory approvals, including certain required approvals from the 
government of The People's Republic of China. 
 
 
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. 
 
 
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 only summarizes 
certain of the Conditions. 
 
 
In satisfaction of the Company's obligation under Condition 6(g), the Company 
hereby notifies Bondholders and the Trustee that Mirror Lake has commenced the 
SIPC Offer. The SIPC Offer constitutes an Offer under the Conditions. 
 
 
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. 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 a Change of Control Period in the event that 
an Offer is made that results in a Change of Control (as each such term is 
defined in sub-paragraph (ix) of Condition 6(b)). If an Offer is made and (such 
Offer having become or been declared unconditional in all respects) more than 50 
per cent of the issued Voting Securities of the Company have or will become 
beneficially owned by any person or persons acting together, or an event occurs 
which has a like or similar effect or any person or persons acting together 
acquires more than 50 per cent of the Voting Securities of the Company, a Change 
of Control will be deemed to have occurred in accordance with sub-paragraph (ix) 
of Condition 6(b). 
 
 
A further notification will be made to Bondholders and the Trustee containing 
the information required by Condition 6(g) if a Change of Control occurs 
pursuant to the SIPC Offer. 
 
 
Additionally, upon the occurrence of a Change of Control, the Company will be 
obliged pursuant to Condition 7(e) to make an offer to the Bondholders to 
purchase all of the outstanding Bonds ("Bond Repurchase Offer") in respect of 
which Repurchase Acceptance Notices are submitted by Bondholders during the 
Change of Control Period. Any such Bond Repurchase Offer would be made at the 
Repurchase Price calculated in accordance with the provisions of Condition 7(e). 
 
 
 
If a Change of Control occurs pursuant to the SIPC Offer, further details in 
relation to the Change of Control Conversion Price applicable during the Change 
of Control Period and the Bond Repurchase Offer will be provided in the notice 
to Bondholders and the Trustee that the Company is required to publish pursuant 
to Condition 6(g) following the occurrence of such Change of Control. 
 
 
The closing market price of the Common Shares on the Toronto Stock Exchange on 
23 July 2009, the day prior to the publication of this notice, was C$51.25. 
 
 
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. 
 
 
 
 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 MSCUSARRKBRBUAR