IEC Imp. Energy

    RNS Number : 4532L
  ONGC Videsh Ltd
  12 January 2009
   

    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 
    12 January 2009

    RECOMMENDED CASH OFFER
    for
    the US$191.3 million 5.95 per cent. Guaranteed Convertible Bonds due 2014
ISIN Number XS0335233945 (the "Imperial Energy Convertible Bonds")
issued by Imperial Energy Finance (Jersey) Limited ("Imperial Energy Finance")
a wholly-owned subsidiary of Imperial Energy Corporation PLC ("Imperial Energy")
by
    Jarpeno Limited ("Jarpeno")
a wholly-owned subsidiary of ONGC Videsh Limited ("OVL")
    CONVERTIBLE BOND OFFER UPDATE

    1.  Background
    On 26 August 2008, OVL and Imperial Energy announced the terms of a pre-conditional cash offer for the Imperial Energy Convertible Bonds
(the "Convertible Bond Offer"). 

    On 26 August 2008, OVL and Imperial Energy also announced the terms of a 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" and together with the Convertible Bond Offer, the
"Offers"). On 11 November 2008 OVL announced that both of the pre-conditions to the Share Offer had been satisfied.

    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").

    On 31 December 2008, OVL declared the Share Offer wholly unconditional and announced that the Share Offer would remain open for
acceptance until further notice and at least 14 days' notice would be given before the Share Offer is closed. OVL also declared the
Convertible Bond Offer, which was conditional upon the Share Offer, unconditional in all respects and announced that it would remain open
for acceptance in accordance with the terms and conditions set out in the Offer Document.
    2.  Level of Acceptances
    As at 1:00 p.m. (London time) on 9 January 2009, Jarpeno had received valid acceptances from Imperial Energy Convertible Bondholders in
respect of one Imperial Convertible Bond with a principal amount of USD100,000, representing approximately 0.05 per cent. of the Imperial
Energy Convertible Bonds. 

    As at 1:00 p.m. (London time) on 9 January 2009 (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
 Jarpeno                         Long                102,249,070           97.74%
 Deutsche Bank AG, London        -                   nil                   nil
 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 relevant securities 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 relevant securities. 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 relevant securities and any borrowing or
lending of Imperial Energy relevant securities which have not been on-lent or sold and any outstanding irrevocable commitment or letter of
intent with respect to Imperial Energy relevant securities. 

    As at 9 January 2009, Jarpeno may count one Imperial Energy Convertible Bond with a principal amount of USD100,000 (representing 0.05
per cent. of the Imperial Energy Convertible Bonds) towards the Convertible Bond Offer. 

    The Convertible Bond Offer will remain open for acceptance until further notice and at least 14 days' notice will be given by
announcement before the Convertible Bond Offer is closed.
    3.  Settlement
    Settlement of the consideration to which any Imperial Energy Convertible Bondholder is entitled under the Convertible Bond Offer will be
despatched either on or before 23 January 2009 in respect of Imperial Energy Convertible Bonds for which acceptances of the Convertible Bond
Offer complete in all respects have been received as at 1.00p.m. (London time) on 9 January 2009.Settlement of consideration due in respect
of acceptances of the Convertible Bond Offer complete in all respects received after 1.00p.m. (London time) on 9 January 2009 but while it
remains open for acceptance will be despatched to accepting Imperial Energy Convertible Bondholders within 14 days of receipt of such
acceptances.
    4.  Right of redemption
    Imperial Energy Convertible Bondholders should note that in accordance with the terms and conditions of the Imperial Energy Convertible
Bonds (the "Conditions") as set out in the Offering Circular dated 14 December 2007 relating to the Imperial Energy Convertible Bonds, each
Imperial Energy Convertible Bondholder has a right, pursuant to Condition 9(d), to require Imperial Energy Finance to redeem such Imperial
Energy Convertible Bond on the Relevant Event Put Date, at its principal amount together with interest accrued to, but excluding such date.
Imperial Energy Bondholders should refer to the announcement made in this respect on 8 January 2009 or telephone the Bank of New York Mellon
Global Corporate Trust on +44 1202 689593 for further information. 

    ENQUIRIES:
 ONGC Videsh Limited                                      +91 11 2371 3790
 R. S. Butola


 Deutsche Bank (Financial Adviser and Corporate Broker    +44 (0) 20 7545 8000
 to Jarpeno and OVL)
 Rick Henry
 Omar Faruqui
 Martin Pengelley (Corporate Broking)

 College Hill (PR Adviser to OVL):                        +44 (0) 20 7457 2020
 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
 
  END 
 
OUPIIFERLVIFLIA

Imperial Energy (LSE:IEC)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024

Imperial Energy (LSE:IEC)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024