Dana-Cancellation of Listing &Admission to Trading

 

TIDMDNX 
 
RNS Number : 6125T 
Korea National Oil Corporation 
30 September 2010 
 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR 
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE 
RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. 
 
                                                               30 September 2010 
 
+-----------------------------------+ 
|         FINAL CASH OFFER          | 
|                for                | 
|  Dana Petroleum plc ("Dana" or    | 
|          "the Company")           | 
|                by                 | 
|  Korea National Oil Corporation   | 
|             ("KNOC")              | 
+-----------------------------------+ 
|    CANCELLATION OF LISTING AND    | 
|    ADMISSION TO TRADING ON THE    | 
|      LONDON STOCK EXCHANGE        | 
+-----------------------------------+ 
 
 
On 20 August 2010, KNOC announced the terms of a cash offer of 1,800 pence per 
Dana Share to acquire the entire issued and to be issued ordinary share capital 
of Dana.  On 20 August 2010, KNOC also announced the terms of a cash offer to 
acquire the Dana Convertible Bonds.  The full terms of the Offers are set out in 
an offer document issued by KNOC and posted to Dana Shareholders on 25 August 
2010 (the "Offer Document"). 
 
The Offers were declared unconditional in all respects on 24 September 2010. 
 
Cancellation of listing and admission to trading 
 
As KNOC has now received valid acceptances from Dana Shareholders in respect of 
Dana Shares carrying more than 75 per cent. of the voting rights of Dana, an 
application has been made by Dana to the FSA for the cancellation of Dana's 
listing on the Official List of the FSA and to the London Stock Exchange for the 
cancellation of the admission to trading of Dana Shares on the London Stock 
Exchange's market for listed securities. It is anticipated that cancellation of 
listing and admission to trading of Dana Shares will take effect from 28 October 
2010, being 20 business days following the date of this announcement. 
 
De-listing is likely to reduce significantly the liquidity and marketability of 
any Dana Shares in respect of which the Share Offer has not been accepted. 
Further information on the consequences of such cancellation on the Dana Shares 
is set out in paragraph 12 of Part I of the Offer Document. 
 
Further acceptance of the Share Offer and the Convertible Bond Offer 
 
The Share Offer will remain open for acceptance until further notice and at 
least 14 days' notice will be given by announcement before the Share Offer is 
closed. 
 
Dana Shareholders who have not yet accepted the Share Offer are urged to do so 
immediately. 
 
As set out in the Offer Document, if KNOC receives acceptances under the Share 
Offer in respect of, or otherwise acquires, 90 per cent. or more of Dana Shares 
to which the Share Offer relates, KNOC intends to exercise its rights pursuant 
to the provisions of Part 28 of the Companies Act, as applicable, to acquire 
compulsorily the remaining Dana Shares in respect of which the Share Offer has 
not been accepted on the same terms as the Share Offer. 
 
The Convertible Bond Offer will remain open until further notice and at least 14 
days' notice will be given by announcement before the Convertible Bond Offer is 
closed.  As the Share Offer has been declared wholly unconditional prior to 17 
November 2010, the Convertible Bond Offer is being made on the basis of 
GBP141,509.43 in cash for each GBP100,000 principal amount of Dana Convertible 
Bonds. 
 
In accordance with the terms and conditions (the "Conditions") of the 
Convertible Bonds, as the Share Offer has now been declared wholly 
unconditional, notice will shortly be given to the holders of the Convertible 
Bonds that a Relevant Event (as defined in the Conditions) has occurred. 
 
The procedure for acceptance of the Offers is set out on page 6 and in 
paragraphs 15 and 16 of Part I of the Offer Document. 
 
To accept the Share Offer in respect of Dana Shares held in certificated form, 
the Form of Acceptance should be completed, signed, witnessed and returned 
(together with the share certificate(s) and any other documents of title) as 
soon as possible to Computershare by post at Corporate Actions Projects, Bristol 
BS99 6AH or by hand (during normal business hours) to Computershare at The 
Pavilions, Bridgwater Road, Bristol BS13 8AE.  Acceptances in respect of Dana 
Shares held in uncertificated form should be made electronically through CREST. 
CREST-sponsored members should note that only CREST sponsors will be able to 
send the necessary TTE Instruction to Euroclear.  If you require assistance 
relating to the Share Offer, please telephone Computershare on 0870 707 1887, if 
calling from the UK, or, if calling from outside the UK, [phone]. 
 
The Helpline is available between 8.30 a.m. and 5.00 p.m. (London time) Monday 
to Friday (except UK public holidays).  Calls to the 0870 number cost up to 10 
pence per minute (including VAT) plus your service provider's network extras. 
Calls to the Helpline from outside the UK will be charged at applicable 
international rates.  Different charges may apply to calls from mobile 
telephones and calls may be recorded and randomly monitored for security and 
training purposes.  Please note that Computershare cannot provide any advice on 
the merits of the Offers or provide any financial, legal or tax advice, or 
provide any assistance in relation to the Convertible Bond Offer. 
 
Dana Convertible Bondholders wishing to accept the Convertible Bond Offer must 
submit, or arrange to have submitted on their behalf, before the deadlines set 
by each Clearing System, a duly completed Electronic Instruction Notice to the 
relevant Clearing System in accordance with the requirements of the relevant 
Clearing System in accordance with the requirements specified in the Offer 
Document and in the Electronic Instruction Notice.  If you require assistance 
relating to the Convertible Bond Offer, please telephone BNP Paribas on +352 26 
96 20 00.  BNP Paribas cannot provide advice on the merits of the Offers or 
provide any financial, legal or tax advice, or provide any assistance in 
relation to the Share Offer. 
 
General information 
 
Terms defined in the Offer Document have the same meaning when used in this 
announcement. 
 
Copies of the Offer Document (and/or any information incorporated into the Offer 
Document by reference to another source) may be requested by contacting 
Computershare at Corporate Actions Projects, Bristol BS99 6AH or on 0870 707 
1887, if calling from the UK, or, if calling from outside the UK, [phone] 
1887, or (if you are a Dana Convertible Bondholder) by contacting BNP Paribas 
Securities Services, Luxembourg Branch at Corporate Trust Services, 33, Rue de 
Gasperich, Hesperange L-5826 Luxembourg or on [phone]. 
 
The Offer Document and the Form of Acceptance are available for inspection 
during usual business hours on any Business Day at the offices of Linklaters 
LLP, One Silk Street, London EC2Y 8HQ until the end of the offer.  A copy of the 
Offer Document is also available, subject to certain restrictions relating to 
persons resident in Restricted Jurisdictions, for inspection on KNOC's website 
at www.knoc.co.kr/ENG/include/ma_pop.jsp until the end of the Offers. 
 
Enquiries: 
 
+------------------------------+------------------------------+ 
| Bank of America Merrill      |          [phone] | 
| Lynch                        |                              | 
+------------------------------+------------------------------+ 
| Simon Mackenzie Smith        |                              | 
+------------------------------+------------------------------+ 
| Philip Noblet                |                              | 
+------------------------------+------------------------------+ 
| Andrew Osborne               |                              | 
+------------------------------+------------------------------+ 
| Anya Weaving                 |                              | 
+------------------------------+------------------------------+ 
| Paul Wheeler                 |                              | 
+------------------------------+------------------------------+ 
|                              |                              | 
+------------------------------+------------------------------+ 
| Pelham Bell Pottinger        |          [phone] | 
+------------------------------+------------------------------+ 
| James Henderson              |                              | 
+------------------------------+------------------------------+ 
| Mark Antelme                 |                              | 
+------------------------------+------------------------------+ 
 
Merrill Lynch International ("Bank of America Merrill Lynch"), a subsidiary of 
Bank of America Corporation, is acting exclusively for KNOC and no one else in 
connection with the Offers and will not be responsible to anyone other than KNOC 
for providing the protections afforded to clients of Bank of America Merrill 
Lynch or for providing advice in connection with the Offers or any matter 
referred to herein. 
 
This announcement is for informational purposes only and does not constitute an 
offer to sell or an invitation to purchase any securities or the solicitation of 
an offer to buy any securities, pursuant to the Offers or otherwise. The Offers 
are being made solely by means of the Offer Document and the Form of Acceptance 
accompanying the Offer Document, which contains the full terms and conditions of 
the Offers, including details of how the Offers may be accepted. 
 
This announcement has been prepared for the purpose of complying with English 
law and the City Code and the information disclosed may not be the same as that 
which would have been disclosed if this announcement had been prepared in 
accordance with the laws of jurisdictions outside the United Kingdom. 
 
The release, publication or distribution of this announcement in certain 
jurisdictions may be restricted by law. Persons who are not resident in the 
United Kingdom or who are subject to other jurisdictions should inform 
themselves of, and observe, any applicable requirements. 
 
Unless otherwise determined by KNOC or required by the City Code, and permitted 
by applicable law and regulation, the Offers are not being made, directly or 
indirectly, in, into or from a Restricted Jurisdiction where to do so would 
violate the laws in that jurisdiction, and the Offers are not capable of 
acceptance from or within a Restricted Jurisdiction. Accordingly, copies of this 
announcement and all documents relating to the Offers are not being, and must 
not be, directly or indirectly, mailed or otherwise forwarded, distributed or 
sent in, into or from a Restricted Jurisdiction where to do so would violate the 
laws in that jurisdiction, and persons receiving this announcement and all 
documents relating to the Offers (including custodians, nominees and trustees) 
must not mail or otherwise distribute or send them in, into or from such 
jurisdictions as doing so may invalidate any purported acceptance of the Offers. 
 
The availability of the Share Offer to Dana Shareholders and the availability of 
the Convertible Bond Offer to Dana Convertible Bondholders who are not resident 
in the United Kingdom may be affected by the laws of the relevant jurisdictions 
in which they are resident. Persons who are not resident in the United Kingdom 
should inform themselves of, and observe, any applicable requirements. 
 
If you are a resident of the United States, please read the following: 
 
The Offers are being made for the securities of Dana, a company incorporated 
under the laws of England and Wales, and are being made in the United States in 
compliance with, and reliance on, Section 14(e) of the US Securities Exchange 
Act of 1934 (the "Exchange Act") and Regulation 14E thereunder. The Offers are 
being made in the United States by KNOC and no one else. 
 
The Offers are subject to disclosure and procedural requirements of the United 
Kingdom which are different from those in the United States. In addition, the 
payment and settlement procedures with respect to the Offers complies with the 
relevant United Kingdom rules, which differ from United States payment and 
settlement procedures. 
 
In accordance with normal UK market practice, KNOC, or its nominees, or its 
brokers (acting as agents) may from time to time make certain purchases of, or 
arrangements to purchase, Dana Shares, other than pursuant to the Share Offer, 
or Dana Convertible Bonds, other than pursuant to the Convertible Bond Offer, 
before or during the period in which the Offers remain open for acceptance. Any 
such purchases, or arrangements to purchase, will be made outside the United 
States and in compliance with applicable law, including the Exchange Act. Any 
information about such purchases will be disclosed as required in the United 
Kingdom and the United States. 
 
The Offers are subject to the applicable requirements of the City Code, the 
Panel, the London Stock Exchange and the Financial Services Authority. 
 
Publication on Website 
A copy of this announcement will be made available, free of charge, at 
www.knoc.co.kr/ENG/include/ma_pop.jsp by no later than 12 noon (London time) on 
1 October 2010. 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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