SHARE OFFER DECLARED WHOLLY UNCONDITIONAL

    RNS Number : 9247K
  ONGC Videsh Ltd
  30 December 2008
   

    NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION 
    31 December 2008 
    RECOMMENDED CASH OFFER
    for
    Imperial Energy Corporation PLC ("Imperial Energy")
by
    Jarpeno Limited ("Jarpeno")
a wholly-owned subsidiary of ONGC Videsh Limited ("OVL")
    SHARE OFFER DECLARED WHOLLY UNCONDITIONAL
    1. Background
    On 26 August 2008, OVL and Imperial Energy announced the terms of a recommended pre-conditional cash offer to be made by Jarpeno for the
entire issued and to be issued ordinary share capital of Imperial Energy (the "Share Offer"). On 11 November 2008, OVL announced that both
of the pre-conditions to the Share Offer had been satisfied.
    On 26 August 2008, OVL and Imperial Energy also announced the terms of a pre-conditional cash offer for the US$191.3 million 5.95 per
cent. Guaranteed Convertible Bonds due 2014 issued by Imperial Energy's subsidiary, Imperial Energy Finance (Jersey) Limited (the
"Convertible Bond Offer", together with the Share Offer, the "Offers").
    The full terms and conditions of the Offers are set out in an offer document issued by Jarpeno on 9 December 2008 (the "Offer
Document").
    2. Level of acceptances
    As at 1:00 p.m. (London time) on 30 December 2008, Jarpeno had received valid acceptances from Imperial Energy Shareholders in respect
of 99,241,110 Imperial Energy Shares, representing approximately 96.8 per cent. of Imperial Energy existing issued share capital. This total
includes acceptances received in respect of 6,512,535 Imperial Energy Shares (representing approximately 6.4 per cent. of the existing
issued share capital of Imperial Energy) which were subject to irrevocable commitments procured by OVL from the Imperial Energy Directors
and acceptances received in respect of 9,441,046 Imperial Energy Shares (representing approximately 9.2 per cent. of the existing issued
share capital of Imperial Energy) which were subject to an irrevocable commitment procured by OVL from Baillie Gifford & Co.
    On 29 December 2008 (being the latest practicable date prior to the publication of this announcement) Jarpeno, OVL and Oil and Natural
Gas Corporation Limited (the parent company of OVL) ("ONGC") or any person acting in concert with Jarpeno, OVL and ONGC had interests in or
rights to subscribe for Imperial Energy relevant securities as follows:



 Name                            Nature of interest  Number of Imperial    Percentage of Imperial Energy existing
                                                     Energy Shares         issued share capital
 Deutsche Bank AG, London        Long                154                   0.00015%
 Branch

    Save as disclosed in either this announcement or in the Offer Document, none of Jarpeno, OVL and ONGC, nor any person acting in concert
with Jarpeno, OVL and ONGC, is interested in or has any rights to subscribe for any Imperial Energy Shares nor has any short position
(whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative or any arrangements
in relation to Imperial Energy Shares. For these purposes, "arrangement" includes any agreement to sell or any delivery obligation or right
to require another person to purchase or take delivery of Imperial Shares and any borrowing or lending of Imperial Energy Shares which have
not been on-lent or sold and any outstanding irrevocable commitment or letter of intent with respect to Imperial Energy Shares.
    As at 30 December 2008, Jarpeno may count 99,241,110 Imperial Energy Shares (representing approximately 96.8 per cent. of the existing
issued share capital of Imperial Energy) towards the satisfaction of the acceptance condition to the Share Offer.
    3. Offer declared wholly unconditional
    OVL is pleased to announce therefore that all the conditions of the Share Offer have now been satisfied or waived. Accordingly, the
Share Offer is now declared wholly unconditional.
    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.
    The Convertible Bond Offer, which was conditional upon the Share Offer, is now also declared wholly unconditional and will remain open
for acceptance in accordance with the terms and conditions set out in the Offer Document.
    4. Settlement of the consideration
    Settlement of the consideration to which any Imperial Energy Shareholder is entitled under the Share Offer will be despatched either on
or before 13 January 2009 in respect of Imperial Energy Shares for which acceptances of the Share Offer complete in all respects have been
received as at 1.00p.m. (London time) on 30 December 2008. Settlement of consideration due in respect of acceptances of the Share Offer
complete in all respects received after 1.00p.m. (London time) on 30 December 2008 but while it remains open for acceptance will be
despatched to accepting Imperial Energy Shareholders within 14 days of receipt of such acceptances.
    5. Compulsory acquisition and cancellation of listing
    As set out in the Offer Document, Jarpeno intends to procure that Imperial Energy will make an application for the cancellation of the
listing of the Imperial Energy Shares on the Official List and for the cancellation of trading of the Imperial Energy Shares on the London
Stock Exchange's market for listed securities. It is anticipated that such cancellations will take effect no earlier than 29 January 2009.
The cancellation of the listing would significantly reduce the liquidity and marketability of any Imperial Energy Shares not assented to the
Share Offer at that time.
    Further, as set out in the Offer Document, as Jarpeno has received acceptances under the Share Offer in respect of 90 per cent. or more
of the Imperial Energy Shares to which the Share Offer relates, Jarpeno will exercise its rights pursuant to sections 974 to 991 of the
Companies Act 2006 to acquire compulsorily the remaining Imperial Energy Shares in respect of which the Share Offer has not been accepted.

    ENQUIRES:
 ONGC Videsh Limited                                      [phone]
 R. S. Butola

 Deutsche Bank (Financial Adviser and Corporate Broker    [phone]
 to Jarpeno and OVL)
 Rick Henry
 Omar Faruqui
 Martin Pengelley (Corporate Broking)

 College Hill (PR Adviser to OVL)                         [phone]
 Tony Friend
 Paddy Blewer

    Terms defined in the Offer Document have the same meaning when used herein.
    Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFin - Federal Financial Supervisory Authority) and
authorised and subject to limited regulation by the Financial Services Authority. Details about the extent of Deutsche Bank AG's
authorisation and regulation by the Financial Services Authority are available on request. Deutsche Bank AG is acting exclusively for
Jarpeno and OVL and no-one else in connection with the Offers and will not be responsible to anyone other than Jarpeno or OVL for providing
the protections afforded to the clients of Deutsche Bank AG nor for providing advice in relation to the Offers or any other 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 have been made solely by
means of the Offer Document and the Acceptance Form 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 Jarpeno or OVL or required by the City Code, and permitted by applicable law and regulation, the Offers
are not 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 have not been, 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 Imperial Energy Shareholders and the Convertible Bond Offer to Imperial Energy 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.
    The Offers are subject to the applicable requirements of the City Code, the Panel, the London Stock Exchange and the Financial Services
Authority.
    If you are a resident of the United States, please read the following:
    In accordance with normal UK market practice, Jarpeno or OVL, or their nominees, or their brokers (acting as agents) may from time to
time make certain purchases of, or arrangements to purchase, Imperial Energy Shares, other than pursuant to the Share Offer, before or
during the period in which the Share Offer remains open for acceptance. These purchases may occur either in the open market at prevailing
prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the United
Kingdom.


This information is provided by RNS
The company news service from the London Stock Exchange
 
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