AXC Addax Petroleum

 

TIDMAXC 
 
RNS Number : 7555Y 
Addax Petroleum Corporation 
09 September 2009 
 

Regulatory Announcement 
 
 
Addax Petroleum Corporation has today made the following notice to holders of 
the US$300,000,000 3.75% Convertible Bonds due 2012 and to the trustee for such 
holders: 
 
 
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 (the "Company") 
U.S.$300,000,000 3.75 per cent Convertible Bonds 
due 2012 (the "Bonds") 
convertible into Common Shares of 
ADDAX PETROLEUM CORPORATION 
 
 
NOTICE OF REVISED CHANGE OF CONTROL CONVERSION PRICE 
 
 
To:     All holders of the Bonds (the "Bondholders") 
The Law Debenture Trust Corporation p.l.c. as trustee for the Bondholders (the 
"Trustee") 
 
 
9 September 2009  Reference is made to the Company's previous notices to 
Bondholders.  On 24 June 2009, the Company entered into a definitive agreement 
(the "Acquisition Agreement") with Sinopec International Petroleum Exploration 
and Production Corporation ("SIPC") pursuant to which SIPC agreed, subject to 
certain conditions set out in the Acquisition Agreement, to make an offer (the 
"SIPC Offer") (itself or through one or more wholly-owned subsidiaries) to 
acquire all of the issued and outstanding common shares in the capital of the 
Company (the "Common Shares") by way of a take-over bid for C$52.80 per Common 
Share in cash, including all Common Shares which may become issued and 
outstanding after the date of the SIPC Offer on conversion of the Bonds. On 9 
July 2009, as contemplated by the Acquisition Agreement, Mirror Lake Oil and Gas 
Company Limited (the "Offeror"), an indirect wholly-owned subsidiary of SIPC, 
commenced the SIPC Offer, by mailing an offer to purchase and take-over bid 
circular dated 9 July 2009 (the "Offeror's Circular"), a letter of transmittal 
and a notice of guaranteed delivery to holders of the Common Shares (the 
"Shareholders"). The Company directors' circular (the "Directors' Circular") was 
also mailed on 9 July 2009 to the Shareholders. The Offeror's Circular and the 
Directors' Circular were mailed to the registered holder of the Bonds on 9 July 
2009. 
 
 
On 14 August 2009, the SIPC Offer was declared unconditional in all respects 
upon the submission of valid acceptances by holders of 92.67 per cent of Common 
Shares on a diluted basis and the receipt of all required regulatory approvals. 
 
 
In accordance with the terms of the Acquisition Agreement and a notice of 
extension of the SIPC Offer by the Offeror dated 14 August 2009 (the "SIPC Offer 
Extension"), the SIPC Offer was extended until 11.59 pm Toronto time on 27 
August 2009 (the "Expiry Time"). 
 
 
On 17 August 2009, in satisfaction of its obligations under Condition 6(g), the 
Company notified Bondholders and the Trustee that a Change of Control for 
purposes of sub-paragraph (ix) of Condition 6(b) occurred on 14 August 2009 upon 
the declaration of the SIPC Offer as unconditional in all respects and the 
satisfaction of the condition set out in the Acquisition Agreement requiring 
valid acceptances by holders of not less than 66 2/3 per cent of Common Shares 
on a diluted basis (the "Notice of Change of Control"). 
 
 
On 17 August 2009, in satisfaction of its obligations under Condition 7(d), the 
Company notified Bondholders and the Trustee that the Company would exercise its 
right, pursuant to Condition 7(b), to redeem all of the outstanding Bonds on 1 
October 2009 in accordance with sub-paragraph (iii) of Condition 7(b) (the 
"Notice of Early Redemption"). 
 
 
Capitalised terms used and not otherwise defined in this notice have the 
meanings given in 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. 
 
 
The Company hereby notifies Bondholders and the Trustee that the Change of 
Control Conversion Price set out in the Notice of Change of Control and the 
Notice of Early Redemption, being C$45.827 (the "Original Change of Control 
Conversion Price"), requires further adjustment in accordance with sub-paragraph 
(ii)(B) of Condition 6(b) as a result of two historic dividend payments in 
relation to 2008, each giving rise to adjustments which were carried forward 
pursuant to Condition 6(f). 
 
 
The Company hereby notifies Bondholders and the Trustee that the Original Change 
of Control Conversion Price adjusted in accordance with sub-paragraph (ii)(B) of 
Condition 6(b) is C$45.596 per Common Share (the "Revised Change of Control 
Conversion Price").  Any exercise of Conversion Rights where the Conversion Date 
falls during the Change of Control Period, which commenced on 14 August 2009 and 
will end on 16 September 2009, shall be effected at the Revised Change of 
Control Conversion Price. 
 
 
Bondholders who have already converted their Bonds during the Change of Control 
Period on the basis of the Original Change of Control Conversion Price of 
C$45.827 will be issued additional Common Shares in accordance with their 
entitlement at the Revised Change of Control Conversion Price, being C$45.596, 
no later than five Toronto business days following the date of this notice.The 
additional Common Shares will be issued to Bondholders who have already 
converted their Bonds in accordance with the information provided by such 
Bondholders in the original Conversion Notices. 
 
 
In accordance with the terms of the Acquisition Agreement and the SIPC Offer (as 
extended by the SIPC Offer Extension), the SIPC Offer expired at the Expiry 
Time. Any Common Shares which remain outstanding following the Expiry Time, 
including Common Shares issued after such time either upon conversion of Bonds 
or the issuance of additional Common Shares as a consequence of the Revised 
Change of Control Conversion Price, may be acquired by the Offeror in accordance 
with the compulsory acquisition provisions of section 206 of the Canada Business 
Corporations Act, or, if the Offeror elects not to proceed by way of such 
statutory right, then the Offeror may use other means of acquiring, directly or 
indirectly, all of the Common Shares not deposited under the SIPC Offer, 
including a subsequent acquisition transaction. Bondholders are urged to review 
section 12 of the Offeror's Circular under the heading "Acquisition of Addax 
Shares Not Deposited" and the full provisions of Part XVII of the Canada 
Business Corporations Act. 
 
 
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. 
 
 
For additional information, please contact: 
 
 
Allison Neapole 
Senior Legal Advisor 
Tel: +41 (0) 22 702 6429 
Allison.Neapole@addaxpetroleum.com 
 
 
Chad O'Hare 
Investor Relations 
Tel: +41 (0) 22 702 9410 
Chad.O'Hare@addaxpetroleum.com 
 
 
 
 
9 September 2009 
 
 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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