Material Change Report
August 27 2009 - 2:00AM
UK Regulatory
TIDMAXC
RNS Number : 0774Y
Addax Petroleum Corporation
26 August 2009
REGULATORY ANNOUNCEMENT
?The following announcement has been filed on www.sedar.com pursuant to the
applicable provisions of National Instrument 51-102 of the Canadian Securities
Laws.
FORM 51-102F3
Material Change Report
+--------------+--------------------------------------------------------------+
| Item 1 | Name and Address of Company |
| | |
+--------------+--------------------------------------------------------------+
| | Addax Petroleum Corporation ("Addax") |
| | 4300 Bankers Hall West |
| | 888 - 3rd Street S.W. |
| | Calgary, Alberta |
| | T2P 5C5 |
+--------------+--------------------------------------------------------------+
| Item 2 | Date of Material Changes |
| | |
+--------------+--------------------------------------------------------------+
| | August 14, 2009 and August 17, 2009 |
+--------------+--------------------------------------------------------------+
| Item 3 | News Releases |
| | |
+--------------+--------------------------------------------------------------+
| | News releases were issued by Sinopec International Petroleum |
| | Exploration and Production Corporation ("Sinopec |
| | International") on August 14, 2009 and August 17, 2009 and |
| | disseminated through the facilities of Canada Newswire. |
| | Copies of such news releases are attached to this material |
| | change report as Schedule "A". |
+--------------+--------------------------------------------------------------+
| Item 4 | Summary of Material Changes |
| | |
+--------------+--------------------------------------------------------------+
| | On August 14, 2009, Sinopec International announced that |
| | Mirror Lake Oil and Gas Company Limited, ("Mirror Lake"), an |
| | indirect wholly?owned subsidiary of Sinopec International, |
| | had taken up 153,734,120 common shares (the "Common Shares") |
| | of Addax, representing approximately 92.67% of the issued |
| | and outstanding Common Shares on a diluted basis, pursuant |
| | to the offer (the "Offer") of Mirror Lake dated July 9, |
| | 2009. Such Common Shares deposited to the Offer were taken |
| | up by Mirror Lake on August 14, 2009. |
| | On August 17, 2009, Sinopec International announced that |
| | Mirror Lake had paid for the Common Shares of Addax that |
| | were validly deposited to and not withdrawn from the Offer |
| | and that, in connection with the Offer, the board of |
| | directors of Addax will be replaced by nominees of Sinopec |
| | International, with Mr. Jean Claude Gandur remaining as a |
| | director of Addax. |
+--------------+--------------------------------------------------------------+
| Item 5 | Full Description of Material Change |
| | |
+--------------+--------------------------------------------------------------+
| | Sinopec International and Addax announced on August 14, 2009 |
| | that Mirror Lake had taken up 153,734,120 Common Shares, |
| | representing approximately 92.67% of the issued and |
| | outstanding Common Shares on a diluted basis, deposited |
| | pursuant to the Offer. |
| | On August 17, 2009, Sinopec International announced that |
| | Mirror Lake had paid for the Common Shares of Addax that |
| | were validly deposited to and not withdrawn from the Offer |
| | and that, in connection with the Offer, the board of |
| | directors of Addax will be replaced by nominees of Sinopec |
| | International, with Mr. Jean Claude Gandur remaining as a |
| | director of Addax. |
| | See Schedule "A" attached to this material change report. |
+--------------+--------------------------------------------------------------+
| Item 6 | Reliance on subsection 7.1(2) or (3) of National Instrument |
| | 51-102 |
+--------------+--------------------------------------------------------------+
| | Not applicable. |
+--------------+--------------------------------------------------------------+
| Item 7 | Omitted Information |
| | |
+--------------+--------------------------------------------------------------+
| | No information has been omitted from this report on the |
| | basis that such information is confidential. |
+--------------+--------------------------------------------------------------+
| Item 8 | Executive Officer |
| | |
+--------------+--------------------------------------------------------------+
| | Mr. David Codd, Chief Legal Officer and Corporate Secretary |
| | of Addax is knowledgeable about the material change and may |
| | be reached at |
| | +41 22 702 9525. |
+--------------+--------------------------------------------------------------+
| Item 9 | Date of Report |
| | |
+--------------+--------------------------------------------------------------+
| | August 26, 2009 |
+--------------+--------------------------------------------------------------+
SCHEDULE "A"
Sinopec International Takes Up Addax Petroleum Corporation Shares and Extends
Tender Offer for Remaining Shares
August 14, 2009 - Sinopec International Petroleum Exploration and Production
Corporation ("Sinopec International") is pleased to announce that 153,734,120
common shares of Addax Petroleum Corporation ("Addax Petroleum"), which
represent approximately 92.67% of the Addax Petroleum common shares on a diluted
basis, have been tendered to the offer (the "Offer") dated July 9, 2009 made by
Mirror Lake Oil and Gas Company Limited ("Mirror Lake"), an indirect
wholly-owned subsidiary of Sinopec International. Since all of the conditions to
the Offer have been satisfied, Mirror Lake has taken up all of the Addax
Petroleum common shares tendered to the Offer as of this date.
Sinopec International would also like to announce that it has extended the
expiration date of its Offer pursuant to a provision of the Acquisition
Agreement entered into in connection with the Offer that requires Mirror Lake to
extend the Offer for at least one 10 day period in order to permit Addax
Petroleum shareholders (such as holders of Addax Petroleum common shares under
the long term equity incentive plan of Addax Petroleum or on conversion of the
convertible bonds of Addax Petroleum) that have not tendered their Addax
Petroleum common shares to accept the Offer and tender their Addax Petroleum
common shares. The Offer, which was scheduled to expire at 7:00 PM Toronto time,
on Friday, August 14, 2009, has been extended until 11:59 PM Toronto time, on
Thursday, August 27, 2009.
Reader Advisory
This announcement is for informational purposes only and does not constitute or
form part of any offer or invitation to purchase, acquire, subscribe for, sell,
dispose of or issue, or any solicitation of an offer to sell, dispose, issue
purchase, acquire or subscribe for any security. The Offer (including any
variation or extension in accordance with applicable securities laws) is being
made exclusively by means of, and subject to the terms and conditions set out in
the Offer documentation to be delivered to Addax Petroleum shareholders and
filed with the Canadian provincial securities regulators and the UK Listing
Authority. Shareholders of Addax Petroleum should read these materials
carefully as they contain important information, including the terms and
conditions of the Offer. The Offer documentation is or will be available
electronically without charge at www.sedar.com.
For further information, please contact any of the following:
Sinopec International Petroleum Exploration and Production Corporation:
Mr. Handong Rui
Email: hdrui@sipc.cn
Sinopec International Pays for Addax Petroleum Corporation Shares and will
Appoint New Addax Petroleum Board of Directors
August 17, 2009 - Sinopec International Petroleum Exploration and Production
Corporation ("Sinopec International") is pleased to announce that it has paid
for the common shares of Addax Petroleum Corporation ("Addax Petroleum") that
were validly deposited to and not withdrawn from the offer (the "Offer") dated
July 9, 2009 made by Mirror Lake Oil and Gas Company Limited ("Mirror Lake"), an
indirect wholly-owned subsidiary of Sinopec International. As previously
announced by Sinopec International, as of August 14, 2009, an aggregate of
153,734,120 Addax Petroleum common shares, representing approximately 92.67% of
the Addax Petroleum common shares on a diluted basis, were tendered to the
Offer.
In connection with the Offer, the board of directors of Addax Petroleum will be
replaced by nominees of Sinopec International, with Mr. Jean Claude Gandur
remaining as a director of Addax Petroleum.
As previously announced, Sinopec International has extended the expiration date
of its Offer. The Offer, which originally was scheduled to expire on Friday,
August 14, 2009, has been extended until 11:59 PM Toronto time, on Thursday,
August 27, 2009.
Reader Advisory
This announcement is for informational purposes only and does not constitute or
form part of any offer or invitation to purchase, acquire, subscribe for, sell,
dispose of or issue, or any solicitation of an offer to sell, dispose, issue
purchase, acquire or subscribe for any security. The Offer (including any
variation or extension in accordance with applicable securities laws) is being
made exclusively by means of, and subject to the terms and conditions set out in
the Offer documentation to be delivered to Addax Petroleum shareholders and
filed with the Canadian provincial securities regulators and the UK Listing
Authority. Shareholders of Addax Petroleum should read these materials
carefully as they contain important information, including the terms and
conditions of the Offer. The Offer documentation is or will be available
electronically without charge at www.sedar.com.
For further information, please contact any of the following:
Sinopec International Petroleum Exploration and Production Corporation:
Mr. Handong Rui
Email: hdrui@sipc.cn
This information is provided by RNS
The company news service from the London Stock Exchange
END
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