Optional Redemption Notice

 

TIDMAXC 
 
RNS Number : 5300X 
Addax Petroleum Corporation 
17 August 2009 
 

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 (the "Company") 
 
 
NOTICE OF EARLY REDEMPTION 
 
 
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 We refer the Bondholders to the Notice of Offer given to the 
Bondholders and the Trustee by the Company on 24 July 2009 and the Notice of 
Change of Control given to the Bondholders and the Trustee by the Company on 
17 August 2009. 
 
 
Capitalised terms used and not otherwise defined in this notice have the 
meanings given in the Notice of Offer, the Notice of Change of Control (copies 
of which are attached hereto) or the terms and conditions of the Bonds (the 
"Conditions" and each, a "Condition"), as applicable. Bondholders should note 
that this notice only summarizes certain of the Conditions. 
 
 
In satisfaction of the Company's obligations under Condition 7(d), the Company 
hereby notifies Bondholders and the Trustee that, following the Change of 
Control which occurred on 14 August 2009 resulting from the SIPC Offer: 
 
 
(i)    the Company will exercise its right, pursuant to Condition 
7(b), to redeem all of the outstanding Bonds on 1 October 2009 (the "Optional 
Redemption Date"), all in accordance with sub-paragraph (iii) of Condition 
7(b).The Bonds then outstanding will be redeemed at their principal amount plus 
accrued but unpaid interest to but excluding the Optional Redemption Date 
(amounting to U.S.$12.70 per U.S.$1,000 principal amount of Bonds).  Any payment 
in respect of the Bonds will be made in accordance with the applicable 
provisions of Condition 8 to the persons shown on the Register at the close of 
business on the Record Date, being 22 September 2009; 
 
 
(ii) the Conversion Price in effect immediately prior to the occurrence of the 
Change of Control on 14 August 2009 was C$56.0612. Pursuant to Condition 
sub-paragraph (ix) of Condition 6(b), following the occurrence of the Change of 
Control resulting from the SIPC Offer, the Change of Control Conversion Price, 
is C$45.827. The Change of Control Conversion Price applies during the Change of 
Control Period, which commenced on 14 August 2009 and will end on 16 September 
2009. As of the close of business on 14 August 2009, U.S.$300,000,000 aggregate 
principal amount of the Bonds remained outstanding. The closing market price of 
the Common Shares on the Toronto Stock Exchange on 14 August 2009 was C$52.53; 
and 
 
 
(iii)    Bondholders who wish to exercise their Conversion Rights in respect of 
their Bonds may do so up to the close of business on 22 September 2009, subject 
to and in accordance with Condition 6(a) of the Bonds.  Such conversion will 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). 
Bondholders are reminded that the Change of Control Conversion Price in effect 
at the date of this Notice of Early Redemption will cease to apply when the 
Change of Control Period resulting from the SIPC Offer ends on 16 September 
2009. 
 
 
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. 
 
 
 
 
Notice of Change of Control 
 
http://www.rns-pdf.londonstockexchange.com/rns/5300X_1-2009-8-17.pdf 
 
 
Notice of Offer 
 
http://www.rns-pdf.londonstockexchange.com/rns/5300X_-2009-8-17.pdf 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 MSCGIGDILBBGGCR