Fortune Oil PLC Offer for Fortune Oil (1424A)

TIDMFTO

RNS Number : 1424A

Fortune Oil PLC

18 December 2014

Not for release, publication or distribution, in whole or in part, in or into or from any restricted jurisdictions or any other JURISDICTION where to do so would constitute a violation of the relevant laws of such jurisdiction

For immediate release

18 December 2014

Recommended Acquisition

FORTUNE OIL PLC

resulting in the holding by

FORTUNE DYNASTY HOLDINGS LIMITED

(a company that is owned by (i) a member of the

Vitol Group and (ii) First Level Holdings Limited)

of the entire issued and to be issued ordinary share capital of

Fortune Oil not already held by the Consortium to be effected by a scheme of arrangement

under Part 26 of the Companies Act 2006

Summary

-- The Fortune Dynasty Board and the Independent Fortune Oil Directors are pleased to announce that they have reached agreement on the terms of a unanimously recommended acquisition to be made by Fortune Dynasty for the entire issued and to be issued ordinary share capital of Fortune Oil that is not already owned by the Consortium. The Consortium currently holds, directly or indirectly, 1,472,383,697 Fortune Oil Shares, representing approximately 56.91 per cent. of the issued ordinary share capital of Fortune Oil. It is anticipated that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement of Fortune Oil under Part 26 of the Act.

-- Fortune Dynasty is a limited liability company incorporated in the British Virgin Islands that is owned (i) 55per cent. by First Level (a company owned by Daniel Chiu and Dennis Chiu, each being a Fortune Oil Director) and (ii) 45 per cent. by Vitol Bermuda.

-- Under the terms of the Acquisition, which is subject to the Conditions and further terms set out in Appendix I to this Announcement, if the Scheme becomes Effective those Scheme Shareholders on the register of members of Fortune Oil at the Scheme Record Time will receive:

 
 for each Fortune Oil Share:   10 pence in cash; and 
                               a contingent entitlement to a 
                                further 5 pence in cash or Loan 
                                Note(s) by way of a contingent 
                                value right (a CVR)

(Note: Restricted Overseas Shareholders will not be entitled to receive a CVR due to applicable securities laws restrictions)

-- The Acquisition, excluding the CVRs, values the entire issued and to be issued share capital of Fortune Oil at approximately GBP259 million.

-- The Acquisition, including the CVRs, values the entire issued and to be issued share capital of Fortune Oil at approximately GBP388 million.

-- The Acquisition represents an immediate cash premium, excluding the CVRs, of approximately:

o 58.5 per cent. over the Closing Price of 6.31 pence per Fortune Oil Share on 17 December 2014, being the last practicable day before the date of this Announcement;

o 42.0 per cent. over the average Closing Price per Fortune Oil Share for the one (1) month period immediately preceding 17 December 2014, being the last practicable day before the date of this Announcement; and

o 29.6 per cent. over the average Closing Price per Fortune Oil Share for the three (3) months immediately preceding 17 December 2014, being the last practicable day before the date of this Announcement.

-- Pursuant to the terms of the Acquisition, holders of Scheme Shares on the register of members of Fortune Oil at the Scheme Record Time (other than Restricted Overseas Shareholders) will receive one CVR for each Scheme Share that they hold. The CVR is intended to enable Scheme Shareholders (other than Restricted Overseas Shareholders) to share in the proceeds of any sale by the Fortune Oil Group and China Gas Group of a material proportion of their current holding of China Gas Holdings Shares within 12 months of the Effective Date, if certain conditions and thresholds are met. Each CVR will provide Scheme Shareholders (other than Restricted Overseas Shareholders) with a contingent right to receive 5 pence in either cash (subject to any applicable deductions or withholdings) or, if they so elect, Loan Note(s) (subject to applicable securities laws), in each case subject to and in accordance with the terms and conditions of the CVR Deed Poll. The CVRs are complex instruments and a number of factors will determine whether any amount will actually be paid to Scheme Shareholders (other than Restricted Overseas Shareholders) by way of the CVRs. No interest is payable in respect of the CVRs or the Loan Notes. Further details in respect of the CVRs will be contained in the Scheme Document.

-- Applicable securities laws may prevent the issue and/or holding of CVRs in certain jurisdictions (other than the United Kingdom). Accordingly, the entitlement to receive a CVR will not be extended to Scheme Shareholders who are Restricted Overseas Shareholders.

-- The Independent Fortune Oil Directors, who have been so advised by VSA Capital, consider the terms of the Acquisition to be fair and reasonable.

-- In providing advice to the Independent Fortune Oil Directors, VSA Capital has taken into account the commercial assessments of the Independent Fortune Oil Directors. Accordingly, the Independent Fortune Oil Directors have unanimously and without qualification determined to recommend that:

o Scheme Shareholders vote (or procure votes) in favour of the Scheme at the Court Meeting and Fortune Oil Shareholders vote or procure votes in favour of the Resolutions at the General Meeting; or

o in the event that the Acquisition is implemented by way of an Offer, Fortune Oil Shareholders (excluding the holders of the Excluded Fortune Oil Shares) accept (or procure acceptances of) the Offer.

-- It is intended that the Acquisition will be implemented by means of a scheme of arrangement under Part 26 of the Act (or, if Fortune Dynasty elects and the Takeover Panel consents, an Offer). The Acquisition is conditional on, among other things, (i) the approval of Scheme Shareholders at the Court Meeting and the passing of the Resolutions relating to the Acquisition (including the Capital Reduction) at the General Meeting and (ii) the sanction of the Court.

-- In the event that the Acquisition is to be implemented by way of an Offer, the Fortune Oil Shares (other than holders of the Excluded Fortune Oil Shares) will be acquired pursuant to an Offer fully paid and free from all liens, charges, equitable interests, encumbrances and rights of pre-emption and any other interests of any nature whatsoever and together with all rights attaching thereto.

-- Fortune Dynasty has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the Resolutions relating to the Acquisition (including the Capital Reduction) at the General Meeting (or in the event that the Acquisition is implemented by way of an Offer, to accept the Offer) from Frank Attwood and Tian Jun (the only Independent Directors who hold Fortune Oil Shares) in respect of their own beneficial holdings of Fortune Oil Shares amounting, in aggregate, to 3,693,220 Fortune Oil Shares, representing approximately 0.14 per cent. of the issued ordinary share capital of Fortune Oil and 0.33 per cent. of the Scheme Shares held by the Scheme Shareholders entitled to vote at the Court Meeting), in each case at 17 December 2014 (being the last practicable day before the date of this Announcement). Further details of these Irrevocable Undertakings are set out in Appendix II to this Announcement.

-- Further details of the Acquisition will be contained in the Scheme Document that will be posted to Fortune Oil Shareholders along with notice of the Court Meeting and General Meeting, the Forms of Proxy and the Form of Election as soon as practicable. It is currently anticipated that the Scheme Document will be posted to Fortune Oil Shareholders shortly following 14 January 2015 (the Takeover Panel having consented to a short extension to the usual 28 day period for posting of a scheme document following the announcement of a firm intention to make an offer under the Takeover Code, to accommodate Court availability in the period following the date of this Announcement).

-- It is expected that the Scheme will become Effective in March 2015, subject to the satisfaction or waiver of the Conditions and further terms set out in Appendix I to this Announcement.

Commenting on the Acquisition, Daniel Chiu, Chairman of Fortune Dynasty said:

"In recent years, Fortune Oil has struggled to gain sufficient interest from investors to maintain a reasonable level of active trading in its shares. This has resulted in a disappointing performance for many shareholders, including myself. Since the disposal of the natural gas business in 2013, the divergence of interests amongst Fortune Oil shareholders has become increasingly apparent. Together with my consortium partners in Fortune Dynasty, we believe a cash offer at a substantial premium to the current share price is the best means of resolving these divergent interests, and provide a means for all shareholders to realise value for their shares in cash."

Commenting on the Acquisition, Qian Benyuan, Chairman of Fortune Oil said:

"We are pleased to announce a recommended offer for Fortune Oil plc. The Independent Directors have sought to obtain a fair and reasonable offer on behalf of, and in the best interests of, all Fortune Oil Shareholders. We believe that the offer by way of a scheme of arrangement represents an attractive outcome for Fortune Oil Shareholders and we unanimously support the Scheme and are all hopeful that the Scheme will be passed by Fortune Oil Shareholders successfully."

Enquiries

Standard Chartered Bank:

(Financial Adviser to Fortune Dynasty)

David Harvey-Evers Tel: +44 (0)207 885 9999

Fortune Oil:

Frank Attwood Tel: +44 (0)207 096 9580

VSA Capital Limited:

(Financial Adviser to Fortune Oil)

Andrew Raca Tel: +44 (0)203 005 5000

Justin McKeegan Tel: +44 (0)203 005 5000

This summary should be read in conjunction with the full text of the following Announcement and its appendices.

The Conditions to, and certain further terms of, the Acquisition are set out in Appendix I to this Announcement. Details of undertakings received by Fortune Dynasty are set out in Appendix II to this Announcement. The sources and bases for certain financial information contained in this Announcement are set out in Appendix III to this Announcement. Terms used in this Announcement (including this summary) have the meanings attributed to them in Appendix IV.

Important disclaimers (including in relation to securities law restrictions)

This Announcement is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely pursuant to the terms of the Scheme Document (or, if applicable, the Offer Document), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document (or, if applicable, the Offer Document).

The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe any applicable requirements. This Announcement has been prepared for the purpose of complying with English law and the Takeover 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.

No person has been authorised to make any representations on behalf of Fortune Oil or Fortune Dynasty concerning the Scheme or the Acquisition which are inconsistent with the statements contained herein, and any such representations, if made, may not be relied upon as having been so authorised.

Copies of this Announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction.

Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction and, to the fullest extent permitted by applicable law, Fortune Oil and Fortune Dynasty disclaim any responsibility or liability for the violation of such restrictions by any person.

No person should construe the contents of this Announcement as legal, financial or tax advice and any interested person should consult its own advisers in connection with such matters.

Notice to US investors

The Acquisition relates to the shares of an English company that is not registered under the Exchange Act and is being made by means of a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements in the United States tender offer and proxy solicitation rules under the Exchange Act. Financial information included (or incorporated by reference) in this Announcement and the Scheme Document in relation to Fortune Oil has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. It may be difficult for US holders of Fortune Oil Shares to enforce their rights and any claim arising out of US federal laws, since Fortune Oil, Fortune Dynasty and most of the Consortium are located in a non-US jurisdiction and some or all of their officers and directors may be resident in a non-US jurisdiction. US holders of Fortune Oil Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement. If Fortune Dynasty exercises its right to implement the Acquisition by way of an Offer, such offer will be made in compliance with applicable US laws and regulations.

No registration statement will be filed with the SEC or any state securities regulators in the US in connection with the Acquisition, and the Loan Notes to be issued pursuant to the terms of the Class I CVRs will not be registered under the US Securities Act.

Neither the SEC, nor any US state securities commission or any other regulatory authority, has passed upon, or endorsed the merits of, or approved or disapproved of the Loan Notes to be issued in connection with the Acquisition, or determined if this Announcement is accurate or adequate. Any representation to the contrary is a criminal offence in the US.

Fortune Dynasty Financial adviser

Standard Chartered Bank, who is (i) authorised in the United Kingdom by the Prudential Regulation Authority, and (ii) regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting for Fortune Dynasty and for no one else in connection with the matters set out in this Announcement and the Acquisition and will not be responsible to anyone other than Fortune Dynasty for providing the protections afforded to clients of Standard Chartered Bank nor for providing advice in relation to the Acquisition or any matters set out in this Announcement. Neither Standard Chartered Bank nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Standard Chartered Bank in connection with this Announcement, any statement contained herein or otherwise.

Fortune Oil Financial adviser

VSA Capital Limited, who is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to the Independent Fortune Oil Directors and no one else in connection with the matters set out in this Announcement and the Acquisition and will not be responsible to anyone other than Independent Fortune Oil Directors for providing the protections afforded to clients of VSA Capital Limited nor for providing advice in relation to the Acquisition or any matters set out in this Announcement. Neither VSA Capital Limited nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of VSA Capital Limited in connection with the Acquisition.

Forward Looking Statements

This Announcement contains certain forward-looking statements with respect to the financial condition, results of operations and business of Fortune Oil and certain plans and objectives of Fortune Dynasty with respect thereto. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as 'anticipate', 'target', 'expect', 'estimate', 'intend', 'plan', 'goal', 'believe', 'hope', 'aims', 'continue', 'will', 'may', 'should', 'would', 'could' or other words of similar meaning. These statements are based on assumptions and assessments made by Fortune Oil and/or Fortune Dynasty in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in this Announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading this Announcement are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this Announcement. Neither Fortune Oil nor Fortune Dynasty assumes any obligation to update or correct the information contained in this Announcement (whether as a result of new information, future events or otherwise), except as required by applicable law.

There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among such factors are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals.

No profit forecasts or estimates

No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per ordinary share for Fortune Oil for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share for Fortune Oil.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Takeover Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Right to switch to an Offer

Fortune Dynasty reserves the right to elect (with the consent of the Takeover Panel) to implement the Acquisition by way of an Offer for the entire issued and to be issued ordinary share capital of Fortune Oil as an alternative to the Scheme. In such an event, the Offer will be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendment referred to in Appendix I to this Announcement.

Publication on Website

In accordance with Rule 26.1 of the Takeover Code, a copy of this Announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, at www.fortune-oil.com and www.fdynasty.com by no later than 12 noon on 19 December 2014.

Neither the content of the websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this Announcement.

18 December 2014

Recommended Acquisition

FORTUNE OIL PLC

resulting in the holding by

FORTUNE DYNASTY HOLDINGS LIMITED

(a company that is owned by (i) a member of the

Vitol Group and (ii) First Level Holdings Limited)

of the entire issued and to be issued ordinary share capital of

Fortune Oil not already held by the Consortium

to be effected by a scheme of arrangement

under Part 26 of the Companies Act 2006

   1.         Introduction

The Fortune Dynasty Board and the Independent Fortune Oil Directors are pleased to announce that they have reached agreement on the terms of a unanimously recommended acquisition to be made by Fortune Dynasty for the entire issued and to be issued ordinary share capital of Fortune Oil that is not already owned by the Consortium. The Consortium currently holds, directly or indirectly, 1,472,383,697 Fortune Oil Shares, representing approximately 56.91 per cent. of the issued ordinary share capital of Fortune Oil. It is anticipated that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement of Fortune Oil under Part 26 of the Act. The Conditions to and further terms of the Acquisition are set out in full in Appendix I to this Announcement.

   2.         Summary of the terms of the Acquisition

The Acquisition will be on the terms and subject to the Conditions set out in Appendix I to this Announcement and to be set out in the Scheme Document.

Under the terms of the Acquisition, if the Scheme becomes Effective those holders of Scheme Shares on the register of members of Fortune Oil at the Scheme Record Time will receive:

 
  for each Fortune Oil Share:   10 pence in cash; and 
                                a contingent entitlement to a 
                                 further 5 pence in cash or Loan 
                                 Note(s) by way of a contingent 
                                 value right (a CVR)

(Note: Restricted Overseas Shareholders will not be entitled to receive a CVR due to applicable securities laws restrictions)

The Acquisition, excluding the CVRs, values the entire issued and to be issued share capital of Fortune Oil at approximately GBP259 million.

The Acquisition, including the CVRs, values the entire issued and to be issued share capital of Fortune Oil at approximately GBP388 million.

The Acquisition represents an immediate cash premium, excluding the CVRs, of approximately:

-- 58.5 per cent. over the Closing Price of 6.31 pence per Fortune Oil Share on 17 December 2014, being the last practicable date before this Announcement;

-- 42.0 per cent. over the average Closing Price per Fortune Oil Share for the one (1) month period immediately preceding 17 December 2014, being the last practicable day before the date of this Announcement; and

-- 29.6 per cent. over the average Closing Price per Fortune Oil Share for the three (3) months immediately preceding 17 December 2014, being the last practicable day before the date of this Announcement.

The Scheme Shares will be acquired by Fortune Dynasty fully paid and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and any other third party rights or interests whatsoever and together with all rights existing at the date of this Announcement or thereafter attaching thereto, including (without limitation) the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after the date of this Announcement in respect of the Scheme Shares.

If any dividend or other distribution in respect of the Scheme Shares is declared, paid or made on or after the date of this Announcement, Fortune Dynasty reserves the right to reduce the consideration payable for each Scheme Share under the terms of the Acquisition by the amount per Scheme Share of such dividend or distribution.

   3.         CVRs and Loan Notes 
   3.1        CVRs

Pursuant to the terms of the Acquisition, Scheme Shareholders (other than Restricted Overseas Shareholders) will receive one CVR for each Scheme Share that they hold. The CVRs are intended to enable Scheme Shareholders (other than Restricted Overseas Shareholders) to share in the proceeds of a sale by the Fortune Oil Group and China Gas Group of a material proportion of their current holding of China Gas Holdings Shares in the 12 month period following the Effective Date, if certain conditions and thresholds are met.

Each CVR will provide Scheme Shareholders (other than Restricted Overseas Shareholders) with a contingent right to receive 5 pence in either cash (the CVR Cash Amount) (subject to any applicable deductions or withholdings) or, if they so elect, Loan Note(s) (subject to applicable securities laws) (the CVR Consideration), in each case subject to and in accordance with the terms and conditions of the CVR Deed Poll.

The CVR Consideration will be paid or issued (as the case may be) to CVR Holders, subject to the terms of the CVR Deed Poll, if both of the following conditions are satisfied prior to the expiry of the 12 month period following the Effective Date (such period the CVR Term):

(a) the Fortune Oil Group and China Gas Group shall, during the CVR Term, have sold to a CVR Third Party, solely for cash, an aggregate number of the China Gas Holdings Shares exceeding 199,385,362 China Gas Holdings Shares (representing in excess of 35 per cent. of all of the Fortune Oil Group's direct and indirect interests in the China Gas Holdings Shares at the date of this Announcement); and

(b) the volume-weighted average per share price of all China Gas Holdings Shares sold by the Fortune Oil Group and China Gas Group to a CVR Third Party, solely for cash, during the CVR Term shall be in excess of HK$11.

The CVRs will be an obligation of Fortune Dynasty pursuant to the CVR Deed Poll.

Scheme Shareholders (other than Restricted Overseas Shareholders) will be entitled to make an election to receive Class I CVRs. Each Class I CVR will entitle the Class I CVR Holder to receive Loan Note(s) (subject to applicable securities laws), in an amount equal to the CVR Cash Amount, the principal of which will be redeemable in cash on the redemption date. Each Class II CVR will entitle the Class II CVR Holder to receive further cash, in an amount equal to the CVR Cash Amount.

The CVRs will be non-transferable other than to certain permitted transferees and no application will be made for the CVRs to be listed or dealt in on any stock exchange. The CVRs will be governed by English law and will not be represented by any certificate or other evidence of title. No interest is payable in respect of the CVRs.

The Loan Notes will not be issued to US Persons or persons located in the United States. Accordingly, such US investors will only have the option to take Class II CVRs.

Under the laws of Hong Kong it is an offence to issue an invitation to acquire CVRs absent authorisation by the Securities and Futures Commission of Hong Kong or the invitation falling within an exemption in the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), including the exemption for invitations to "professional investors" as defined in that Ordinance. Accordingly, Restricted Overseas Shareholders with registered addresses in Hong Kong are not entitled to the CVRs unless Fortune Dynasty is able to establish to its satisfaction that they are such "professional investors". If the laws of any other relevant jurisdiction make it illegal for Scheme Shareholders to hold or be issued CVRs or would require any qualification of the CVRs under any applicable laws or regulations, they may not be entitled to the CVRs or the amounts which may be payable thereon.

The CVRs are complex instruments and a number of factors will determine whether any amount will actually be paid to Scheme Shareholders by way of the CVRs. The minimum payment under the CVRs could be zero. Further details in respect of the CVRs will be contained in the Scheme Document.

   3.2        Loan Notes

The Loan Notes will be governed by English law and will be issued, credited as fully paid, in integral multiples of 5 pence nominal value. The Loan Notes will be non-transferable other than to certain permitted transferees and no application will be made for them to be listed or dealt in on any stock exchange. For holders subject to UK capital gains tax, the Loan Notes are not expected to be qualifying corporate bonds.

The Loan Notes will not bear interest.

The Loan Notes will be issued in accordance with the terms of the Class I CVRs. The term of the Loan Notes will be six months and one day from the date of issue of the Loan Notes. On the expiry of the term, Fortune Dynasty will redeem the outstanding Loan Notes for cash at par (less any tax required by law to be withheld or deducted therefrom). A holder of the Loan Notes may not opt to redeem any of his notes prior to the expiry of the term.

Full details of the Loan Notes will be contained in the Scheme Document.

Fortune Oil Shareholders should consider carefully, in light of their own investment objectives and tax position, whether they wish to elect for Class I CVRs which will entitle the Class I CVR Holder to receive Loan Notes and are strongly advised to seek their own independent financial advice before making any such election.

   4.         Background to and reasons for the Acquisition

Developments involving Fortune Oil in recent years have resulted in a divergence of interests among Fortune Oil Shareholders, and reduced its suitability as a listed company. In particular:

(a) as Fortune Oil is now primarily an investment holding company and generates its cash inflows principally from dividends from its minority equity holdings, rather than operations, it no longer requires access to equity capital markets to sustain and grow its business. As such, there is no longer a requirement to remain listed on a public market;

(b) there has been a continuing downward trend in the liquidity of the Fortune Oil Shares over the past two years, which, in addition to the reduced free-float following the disposal of the gas business in October 2013, will continue to make it difficult for Fortune Oil to attract new institutional investors;

(c) following the disposal of its natural gas business in October 2013, Fortune Oil has become a vehicle for a number of investments, none of which are operated or controlled by Fortune Oil;

(d) since Fortune Oil's move from a premium to a standard listing on the Main Market of the London Stock Exchange in March 2013, it has become a less suitable investment opportunity for many of its institutional investor shareholders; and

(e) the nature of Fortune Oil's holding of China Gas Holdings Shares is such that the ability to deal with its China Gas Holdings Shares is restricted and such dealings are only permitted in a limited number of circumstances and, in respect of a number of such shares, are subject to the consent of a third party. Fortune Oil's ability to realise value in the China Gas Holdings Shares it holds is therefore constrained. In addition, the net realisable value of the China Gas Holdings Shares held indirectly by Fortune Oil is materially impacted by the level of debt in China Gas Group.

The Independent Fortune Oil Directors believe there would be a challenging investment environment ahead for Fortune Oil Shareholders, should the Scheme not become Effective and Fortune Oil remain listed.

   5.         Recommendation

The Independent Fortune Oil Directors, who have been so advised by VSA Capital, consider the terms of the Acquisition to be fair and reasonable. In providing advice to the Independent Fortune Oil Directors, VSA Capital has taken into account the commercial assessments of the Independent Fortune Oil Directors. The Takeover Panel has consented to the exclusion of Daniel Chiu, Dennis Chiu, Ian Taylor, Louisa Ho and Li Ching from these matters on the basis that they are both Fortune Oil Directors and members of the Concert Party and Wang JinJun on the basis of his close association with certain members of the Concert Party.

Accordingly, the Independent Fortune Oil Directors unanimously recommend that the Scheme Shareholders vote in favour of the Scheme at the Court Meeting and that the Fortune Oil Shareholders vote in favour of the resolutions relating to the Acquisition (including the Capital Reduction) at the General Meeting (or in the event that the Acquisition is implemented by way of an Offer, to accept or procure acceptance of such Offer), as the Independent Fortune Oil Directors who hold Fortune Oil Shares have irrevocably undertaken to do in respect of their own beneficial holdings referred to below.

   6.         Background to and reasons for the recommendation

Over the past 20 years, despite progress at Fortune Oil, Fortune Oil's share price performance has been disappointing, with considerable share price fluctuations. While the disposal of the gas business in October 2013 resulted in a reduced free-float in the Fortune Oil Shares, it was expected that there would have been additional sources of demand for, and hence improved marketability of, the Fortune Oil Shares. This has not been the case. In the period following the disposal of the gas business, the average daily volume traded in Fortune Oil Shares has continued to decline. This indicates that Fortune Oil has become more illiquid in the months following the disposal of the gas business and has, therefore, become less marketable.

Following the disposal of the gas business, Fortune Oil has become primarily an investment holding company and generates its cash inflows principally from dividends from its minority equity holdings, rather than operations. Fortune Oil does not control its investee companies. Fortune Oil is vulnerable to the variability in performance of the companies it is invested in. The Independent Fortune Oil Directors believe that the terms of the Acquisition meet the divergent interests of Fortune Oil Shareholders, allowing both institutional and individual shareholders to realise value for their investment in Fortune Oil.

Given the nature of Fortune Oil's business, the Independent Fortune Oil Directors believe that the next phase of Fortune Oil's development can be most effectively undertaken as a private, unlisted entity. The added costs associated with maintaining a listing are no longer justified given the lack of need for further capital.

The Independent Fortune Oil Directors are mindful of the possibility that Fortune Oil's holding of China Gas Holdings Shares may be sold by the Fortune Oil Group following the completion of the Acquisition. Accordingly, the Independent Fortune Oil Directors have secured an arrangement whereby, pursuant to the terms of the Acquisition, Scheme Shareholders (other than Restricted Overseas Shareholders) will receive (in addition to 10 pence in cash for each Scheme Share) one CVR for each Scheme Share that they hold. The CVRs are intended to enable Scheme Shareholders to share in the proceeds of a sale by the Fortune Oil Group and China Gas Group of a material proportion of their current holding of China Gas Holdings Shares if certain conditions and thresholds are met.

   7.         Irrevocable Undertakings

Fortune Dynasty has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the Resolutions relating to the Acquisition (including the Capital Reduction) at the General Meeting (or in the event that the Acquisition is implemented by way of an Offer, to accept the Offer) from Frank Attwood and Tian Jun (the only Independent Directors who hold Fortune Oil Shares) in respect of their own beneficial holdings of Fortune Oil Shares amounting, in aggregate, to 3,693,220 Fortune Oil Shares, representing approximately 0.14 per cent. of the issued ordinary share capital of Fortune Oil and 0.33 per cent. of the Scheme Shares held by the Scheme Shareholders entitled to vote at the Court Meeting, in each case at 17 December 2014 (being the last practicable day before the date of this Announcement).

Further details of these Irrevocable Undertakings are set out in Appendix II to this Announcement.

   8.         Information on the Consortium

In aggregate, the Consortium holds, directly or indirectly, 1,472,383,697 Fortune Oil Shares, representing approximately 56.91 per cent. of the issued ordinary share capital of Fortune Oil.

   8.1        Fortune Dynasty

Fortune Dynasty is a limited liability company incorporated in the British Virgin Islands that is owned (i) 55 per cent. by First Level and (ii) 45 per cent. by Vitol Bermuda. As part of a reorganisation agreed by the Consortium in connection with the Acquisition (but outside of the Scheme), it is intended that Fortune Dynasty will acquire the interests in Fortune Oil held by Vitol Group and First Level (as described below) such that Fortune Dynasty would ultimately be owned (i) 70 per cent. by First Level and (ii) 30 per cent. by Vitol Bermuda.

Fortune Dynasty currently holds 599,639,580 shares in Fortune Oil representing approximately 23.18 per cent. of the issued ordinary share capital of Fortune Oil as at 17 December 2014, being the last practicable day before the date of this Announcement.

Fortune Dynasty is a holding company whose sole purpose is to hold Fortune Oil Shares. It acquired its interest in Fortune Oil in October 2013.

   8.2        Vitol Group

Vitol Bermuda is a limited liability company incorporated in Bermuda that is a member of the Vitol Group.

The Vitol Group (via Vitol Bermuda) currently directly holds 147,108,505 Fortune Oil Shares representing approximately 5.69 per cent. of the issued ordinary share capital of Fortune Oil (other than the Fortune Oil Shares held indirectly by virtue of Vitol's ownership interest in Fortune Dynasty) as at 17 December 2014, being the last practicable day before the date of this Announcement.

Vitol Bermuda first acquired an interest in Fortune Oil in 1993.

The Vitol Group is one of the world's largest independent energy trading companies. The Vitol Group's core business is in energy, particularly crude oil and oil products.

   8.3        First Level

First Level is a limited liability company incorporated in the Cayman Islands that is owned (i) 99 per cent. by Daniel Chiu and (ii) 1 per cent. by Dennis Chiu (being Daniel Chiu's brother), both Daniel Chiu and Dennis Chiu being Fortune Oil Directors (as more particularly described below).

First Level currently holds, directly and indirectly, 725,635,612 Fortune Oil Shares representing approximately 28.05 per cent. of the issued ordinary share capital of Fortune Oil (other than the Fortune Oil Shares held indirectly by virtue of First Level's ownership interest in Fortune Dynasty) as at 17 December 2014, being the last practicable day before the date of this Announcement.

First Level is a private investment vehicle for Daniel Chiu and its primary purpose is to hold, directly or indirectly, Fortune Oil Shares.

Daniel Chiu has been Fortune Oil's Executive Vice-Chairman since October 1994 and a Fortune Oil Director since 9 August 1993. Mr Chiu was previously Fortune Oil's Chief Executive Officer prior to holding his current position as Executive Vice-Chairman. Dennis Chiu has been a non-executive director of Fortune Oil since 9 August 1993.

   8.4        Concert Parties

The following persons are deemed to be acting in concert with the Consortium:

   (a)        Daniel Chiu

Daniel Chiu owns 99 per cent. of First Level, is the Executive Vice-Chairman and an executive director of Fortune Oil and is the brother of Dennis Chiu.

   (b)        Li Ching

Li Ching is an executive director of Fortune Oil and is considered to be acting in concert with the Consortium by virtue of being an employee or director of other companies controlled by Daniel Chiu.

   (c)        Louisa Ho

Louisa Ho is a non-executive director of Fortune Oil and is considered to be acting in concert with the Consortium by virtue of being an employee or director of other companies controlled by Daniel Chiu.

   (d)        Dennis Chiu

Dennis Chiu is the brother of Daniel Chiu, a non-executive director of Fortune Oil and he owns 1 per cent. of First Level.

   (e)        Ian Taylor

Ian Taylor is the President and Chief Executive Officer of the Vitol Group.

   9.         Financing the Acquisition 
   9.1        Financing

The cash consideration payable under the terms of the Acquisition (together with costs and expenses payable in connection with the Acquisition) will be funded by the proceeds of the Vitol Offer Facility Agreement. In addition, the proceeds of the Vitol Offer Facility Agreement may, among other things, be used to refinance certain existing financial indebtedness of the Fortune Oil Group (and to pay associated costs and expenses).

Standard Chartered Bank, as financial adviser to Fortune Dynasty, is satisfied that sufficient financial resources are available to Fortune Dynasty to enable it to satisfy in full the immediate cash consideration payable to Fortune Oil Shareholders under the terms of the Acquisition.

Standard Chartered Bank has not been required to confirm, and has not confirmed, that resources are available to Fortune Dynasty to satisfy payments under the CVRs or the Loan Notes and shareholders will be at risk if, for any reason, Fortune Dynasty is not in a position to meet its obligations in respect of the CVRs and/or Loan Notes.

   9.2        Security

In connection with the Vitol Offer Facility Agreement, and pursuant to the Security Documents, Fortune Dynasty has granted security in favour of the Vitol Lender over all of the Fortune Oil Shares that it owns in Fortune Oil from time to time and First Level has granted security over all of the shares in Fortune Dynasty that it owns from time to time.

   9.3        Amendment and waiver of Conditions

Under the Vitol Offer Facility Agreement, Fortune Dynasty has agreed that it will not, without the consent of the Vitol Lender:

(a) waive or amend any other term or condition of the Acquisition in any material respect where such waiver or amendment could reasonably be expected to materially and adversely affect the interests of the Vitol Lender under the Vitol Offer Facility Agreement (unless such action is required by the Takeover Code or the Takeover Panel); or

(b) declare, accept or treat as satisfied any material condition to the Acquisition where it is not actually satisfied or has not been complied with, in each case where to do so could reasonably be expected to materially and adversely affect the interests of the Vitol Lender under the Vitol Offer Facility Agreement (unless such action is required by the Takeover Code or the Takeover Panel).

   10.        Information on Fortune Oil

Fortune Oil is a limited liability company incorporated in England. Fortune Oil's shares were admitted to the Official List and main market of the London Stock Exchange on 10 August 1993. On 20 March 2013, Fortune Oil transferred its listing category on the London Stock Exchange from a "premium listing (commercial company)" to a "standard listing".

Fortune Oil is the ultimate holding company of a group of companies whose principal activities focus on oil, natural gas and resource supply, operations and investments in China. Fortune Oil also trades in oil and petrochemical products, liquid petroleum gas and liquefied natural gas. Fortune Oil's functional headquarters are in Hong Kong.

   11.        Fortune Oil Share Schemes

The Acquisition will extend to any Fortune Oil Shares unconditionally allotted or issued and fully paid on or prior to the Scheme Record Time (i) pursuant to the exercise of options under any of the Fortune Oil Share Schemes or (ii) as a result of the vesting of awards pursuant to the Fortune Oil Share Schemes. To the extent that such options or awards have not been exercised or vested, participants in the Fortune Oil Share Schemes will be written to separately and appropriate proposals will be made to such participants in due course.

In the event that this Acquisition is to be implemented by way of an Offer, proposals will be put to the holders of options under the Fortune Oil Share Schemes to enable them to participate in the Offer on an equivalent basis in the event that such Offer becomes wholly unconditional.

   12.        Fortune Dynasty's intentions for Fortune Oil's management and employees

Fortune Dynasty confirms that, if the Acquisition becomes Effective the existing contractual rights of Fortune Oil's management and employees will be observed.

   13.        Structure of the Acquisition 
   13.1      Scheme

It is intended that the Acquisition will be effected by a Court-sanctioned scheme of arrangement between Fortune Oil and the Scheme Shareholders under Part 26 of the Act, and will involve, among other things, a reduction of capital under section 641 of the Act. The purpose of the Scheme is to provide for Fortune Dynasty to become the owner of the whole of the issued and to be issued share capital of Fortune Oil, other than the Shares already held by the Consortium. Under the Scheme, the Acquisition is to be principally achieved by:

(a) the cancellation or transfer (as the case may be) of the Scheme Shares held by Scheme Shareholders in consideration for which the Scheme Shareholders will receive consideration on the basis set out in paragraph 2 of this Announcement;

(b) amendments to Fortune Oil's articles of association to ensure that any Fortune Oil Shares issued (other than the New Fortune Oil Shares to be issued to Fortune Dynasty or any subsidiaries or nominees of Fortune Dynasty) between the approval of the Scheme at the Court Meeting and the Scheme Record Time (for example as a result of the exercise of options or vesting of awards granted under the Fortune Oil Share Schemes) will (i) be subject to the Scheme and (ii) automatically be acquired by Fortune Dynasty; and

   (c)        the issue of New Fortune Oil Shares to Fortune Dynasty provided for in the Scheme.

Approval by Court Meeting and General Meeting

In order to become Effective, the Scheme requires:

(a) the satisfaction (or, where applicable, waiver) of the Conditions (see paragraph 13.2 of this Announcement);

(b) the approval of a majority in number of the Scheme Shareholders present and voting at the Court Meeting either in person or by proxy, representing not less than 75 per cent. in value of the Scheme Shares voted by those Scheme Shareholders. At the Court Meeting, voting will be by poll and not on a show of hands and each Scheme Shareholder present in person or by proxy will be entitled to one vote for each Scheme Share held; and

(c) the approval of the Resolutions relating to the Acquisition (including the Capital Reduction) by not less than 75 per cent. of the votes cast, either in person or by proxy, at the General Meeting (to be held directly after the Court Meeting).

Application to Court to sanction the Scheme and confirmation of the Capital Reduction

Once the approval of the Scheme Shareholders to the Scheme has been obtained at the Court Meeting and the approval of the Fortune Oil Shareholders has been obtained to the Resolutions relating to the Acquisition (including the Capital Reduction) at the General Meeting, the Scheme (including, confirmation of the Capital Reduction) must be sanctioned by the Court at the Court Hearings.

The Scheme will become Effective in accordance with its terms on delivery of the Scheme Court Order, the Reduction Court Order and the Statement of Capital giving details of Fortune Oil's share capital, as altered by the Capital Reduction, attached thereto to Companies House, and, in relation to the Capital Reduction, the Reduction Court Order and attached minutes being filed with and registered by Companies House. Upon the Scheme becoming Effective, it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or General Meeting, or whether they voted in favour of or against the Scheme and the cash consideration due under the Acquisition will be despatched by Fortune Dynasty to Scheme Shareholders no later than 14 days after the Effective Date.

Full details of the Scheme to be set out in the Scheme Document

The Scheme is subject to the satisfaction (or, where applicable, waiver) of the Conditions and the full terms and conditions to be set out in the Scheme Document. The Scheme Document will include full details of the Scheme, together with notices of the Court Meetings and the General Meeting and the expected timetable, and will specify the action to be taken by Scheme Shareholders.

The Scheme will be governed by English law. The Scheme will be subject to the applicable requirements of the Takeover Code, the Takeover Panel, the London Stock Exchange, the FCA and the Listing Rules.

The Scheme will contain a provision for Fortune Oil and Fortune Dynasty to jointly consent, on behalf of all persons concerned, to any modification of or addition to the Scheme or to any condition that the Court may approve or impose. Fortune Oil has been advised that the Court would be unlikely to approve any modification of, or addition to, or impose a condition to the Scheme which might be material to the interests of the Scheme Shareholders unless the Scheme Shareholders were informed of such modification, addition or condition. It would be a matter for the Court to decide, in its discretion, whether or not a further meeting of the Scheme Shareholders should be held in these circumstances.

It is expected that the Scheme Document will be dispatched to Fortune Oil Shareholders and, for information only, to participants in the Fortune Oil Share Schemes as soon as practicable and, in any event, shortly following 14 January 2015.

   13.2      Conditions to the Acquisition

The Conditions to the Acquisition are set out in full in Appendix I to this Announcement.

The Scheme is conditional, among other things, upon:

(a) the Scheme becoming Effective by the Long Stop Date or such later date as Fortune Dynasty and Fortune Oil may, with the consent of the Takeover Panel, agree and (if required) the Court may approve, failing which the Scheme will lapse;

(b) the approval of the Scheme by a majority in number of the Scheme Shareholders voting, either in person or by proxy, at the Court Meeting, representing not less than 75 per cent. in value of the Scheme Shares voted;

(c) the passing of all Resolutions relating to the Acquisition (including the Capital Reduction) by the requisite majority at the General Meeting; and

(d) the sanction of the Scheme and subsequent confirmation of the Capital Reduction by the Court (in either case, with or without modification on terms agreed by Fortune Dynasty and Fortune Oil) and the delivery of office copies of the Court Orders and the Statement of Capital to Companies House and, if the Court so orders for the Scheme to become Effective, registration of the Reduction Court Order confirming the Capital Reduction and Statement of Capital with Companies House.

   13.3      Scheme timetable/further information

A full anticipated timetable will be set out in the Scheme Document. At this stage, subject to the approval and availability of the Court (which is subject to change), Fortune Dynasty's expected timetable for the implementation of the Acquisition is as follows:

 
 Dispatch of Scheme Document,     16 January 2015 (or as soon 
  together with the Forms          as reasonably practicable thereafter) 
  of Proxy and Form of Election 
 Court Meeting to approve         9 February 2015 (or as soon 
  Scheme                           as reasonably practicable thereafter) 
 General Meeting to approve       9 February 2015 (or as soon 
  Resolutions                      as reasonably practicable thereafter) 
 Scheme Court Hearing to          26 February 2015 (or as soon 
  approve Scheme                   as reasonably practicable thereafter) 
 Reduction Court Hearing          2 March 2015 (or as soon as 
  to approve the Reduction         reasonably practicable thereafter) 
  of Capital 
 Effective date of Scheme         3 March 2015 (or the Business 
                                   Day following the Reduction 
                                   Court Hearing) 
 Dispatch of cash consideration   Within 14 days after the Effective 
                                   Date

If the Acquisition does not become Effective by the Long Stop Date, the Acquisition will lapse except where the approval of Scheme Shareholders at the Court Meeting and the Fortune Oil Shareholders at the General Meeting is obtained before this date, in which case the Long Stop Date for the Acquisition may be extended to such later date as Fortune Oil and Fortune Dynasty may agree and, if appropriate, the Court and the Takeover Panel may approve.

   13.4      Right to switch to an Offer

If the Acquisition is effected by way of an Offer and such Offer becomes or is declared unconditional in all respects and sufficient acceptances are received, Fortune Dynasty intends to: (i) request the London Stock Exchange to cancel trading in Fortune Oil Shares on the main market of the London Stock Exchange; and (ii) exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Act to acquire compulsorily the remaining Fortune Oil Shares in respect of which the Offer has not been accepted.

   14.        De-listing and re-registration as a private limited company 
   14.1      De-listing

Prior to the Scheme becoming Effective and subject to any applicable requirements of the Takeover Code, Fortune Oil intends to make an application to the London Stock Exchange for cancellation of the trading in Fortune Oil Shares on the London Stock Exchange, and to the UK Listing Authority for the cancellation of the listing of Fortune Oil Shares on the Official List, in each case to take effect on or shortly after the Effective Date. It is intended that dealings in Fortune Oil Shares shall be suspended at close of business in London on 2 March 2015 and that no transfers of Fortune Oil Shares (other than to Fortune Dynasty and/or its nominee(s)) will be registered after that time.

As at the close of trading on the last day of dealings in Fortune Oil Shares prior to the Effective Date, there may be unsettled, open trades for the sale and purchase of Fortune Oil Shares within the CREST system. The Fortune Oil Shares that are the subject of such unsettled trades will be treated under the Scheme in the same way as any other Fortune Oil Share registered in the name of the relevant seller under that trade. Consequently, those Fortune Oil Shares will be cancelled under the Scheme and the seller will receive the cash consideration in accordance with the terms of the Scheme. No transfers of Fortune Oil Shares will be registered after this date and, other than the registration of Fortune Oil Shares released, transferred or issued under the Fortune Oil Share Schemes after the Scheme Court Hearing and prior to the Scheme Record Time, no Fortune Oil Shares will be issued after this date, save for the New Fortune Oil Shares to be issued to Fortune Dynasty pursuant to the Scheme.

On the Effective Date, each certificate representing a holding of Fortune Oil Shares subject to the Scheme will be cancelled. Share certificates in respect of Fortune Oil Shares will cease to be valid and every Fortune Oil Shareholder will be bound at the request of Fortune Oil to deliver up to Fortune Oil, or to any person appointed by Fortune Oil, the share certificate(s) for cancellation, or to destroy them. As from the Scheme Record Time, each holding of Scheme Shares credited to any stock account in CREST will be disabled and all Scheme Shares will be removed from CREST in due course.

   14.2      Re-registration as a private limited company

It is also intended that Fortune Oil be re-registered as a private limited company as soon as practicable after the Effective Date.

   15.        Acquisition related arrangements 
   15.1      Bid Conduct Agreement

Vitol Bermuda, First Level, Fortune Dynasty and Daniel Chiu entered into a bid conduct agreement on 15 December 2014 (the Bid Conduct Agreement). Pursuant to the Bid Conduct Agreement, the parties agree, among other matters: (i) not to deal in their Fortune Oil Shares in respect of certain manners; (ii) to extend their co-operation to each other in implementing the Acquisition, save to the extent that this would be inconsistent with their obligations under legal or regulatory requirements; and (iii) to implement the Acquisition in accordance with the Takeover Code.

   15.2      Louisa Ho Undertaking

Louisa Ho entered into an undertaking on 15 December 2014 (the Louisa Ho Undertaking), pursuant to which Louisa Ho undertakes not to acquire or dispose of any interest in Fortune Oil Shares prior to the Effective Date other than pursuant to the Acquisition or as expressly permitted under the terms of the Louisa Ho Undertaking.

   15.3      Dennis Chiu Undertaking

Dennis Chiu entered into an undertaking on 15 December 2014 (the Dennis Chiu Undertaking), pursuant to which Dennis Chiu undertakes not to acquire or dispose of any interest in Fortune Oil Shares prior to the Effective Date other than pursuant to the Acquisition or as expressly permitted under the terms of the Dennis Chiu Undertaking.

   15.4      Li Ching Undertaking

Li Ching entered into an undertaking on 17 December 2014 (the Li Ching Undertaking), pursuant to which Li Ching undertakes, among other things, not to acquire or dispose of any interest in Fortune Oil Shares prior to the Effective Date other than pursuant to the Acquisition or as expressly permitted under the terms of the Li Ching Undertaking.

   15.5      Confidentiality Agreement

Fortune Dynasty and Fortune Oil entered into the Confidentiality Agreement on 25 November 2014 along with a side letter to such agreement on 15 December 2014 pursuant to which each of Fortune Dynasty and Fortune Oil have agreed to keep confidential information about the other party and not to disclose to third parties (other than permitted recipients) confidential information exchanged by them unless required by law or regulation (the Confidentiality Agreement). These confidentiality obligations will remain in force until completion of the Acquisition or for a period of one year from the date that negotiations in respect of the Acquisition cease or are terminated.

   16.        Disclosure of interests in Fortune Oil 
   16.1      Opening Position Disclosure

Fortune Dynasty confirms that it is making on the date of this Announcement an Opening Position Disclosure that shall set out the details required to be disclosed by it under Rule 8.1(a) of the Takeover Code.

   16.2      Interests

As at the close of business on 17 December 2014 (being the last practicable day prior to the date of this Announcement):

(a) Fortune Dynasty holds 599,639,580 Fortune Oil Shares, representing approximately 23.18 per cent. of the issued ordinary share capital of Fortune Oil;

(b) First Level holds, directly or indirectly, 725,635,612 Fortune Oil Shares, representing approximately 28.05 per cent. of the issued ordinary share capital of Fortune Oil (other than the Fortune Oil Shares held indirectly by virtue of First Level's ownership interest in Fortune Dynasty);

(c) Vitol Group holds 147,108,505 Fortune Oil Shares, representing approximately 5.69 per cent. of the issued ordinary share capital of Fortune Oil (other than the Fortune Oil Shares held indirectly by virtue of Vitol's ownership interest in Fortune Dynasty);

(d) Louisa Ho holds 2,884,156 Fortune Oil Shares, representing approximately 0.11 per cent. of the issued ordinary share capital of Fortune Oil; and

(e) Li Ching holds 24,007,211 Fortune Oil Shares representing approximately 0.93 per cent. of the issued ordinary share capital of Fortune Oil and options/awards in respect of 1,267,526 Fortune Oil Shares, representing approximately 0.05 per cent. of the issued ordinary share capital of Fortune Oil,

(collectively, the Disclosed Interests).

Save for (i) the Disclosed Interests, (ii) in connection with the Vitol Offer Facility Agreement (including the Security Documents), and (iii) the Irrevocable Undertakings, none of (1) Fortune Dynasty or any of its directors, (2) the Consortium or any of its directors, or (3) so far as the board of Fortune Dynasty are aware, any person acting, or deemed to be acting, in concert with Fortune Dynasty:

   (a)        had an interest in, or right to subscribe for, relevant securities of Fortune Oil;

(b) had any short position in (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of, relevant securities of Fortune Oil;

(c) had procured an irrevocable commitment or letter of intent to accept the terms of Acquisition in respect of relevant securities of Fortune Oil; or

   (d)        had borrowed or lent any Fortune Oil Shares.

Furthermore, save for the Irrevocable Undertakings, no arrangement exists between (i) Fortune Dynasty or the Consortium or any of their respective associates and (ii) Fortune Oil, in relation to Fortune Oil Shares. For these purposes, an "arrangement" includes any indemnity or option arrangement, any agreement or any understanding, formal or informal, of whatever nature, relating to Fortune Oil Shares which may be an inducement to deal or refrain from dealing in such securities.

   16.3      Rule 2.10 Disclosure

In accordance with Rule 2.10 of the Takeover Code, Fortune Oil confirms that as at close of business on 17 December 2014, being the last practicable day before the date of this Announcement, it has in issue and admitted to trading on the main market of the London Stock Exchange 2,587,106,295 ordinary shares of 1 pence each. The International Securities Identification Number (ISIN) of the Fortune Oil Shares is GB0001022960.

   17.        Overseas shareholders

The distribution of this Announcement to, and the availability of the Acquisition to, persons who are not resident in the United Kingdom may be affected by the laws of their relevant jurisdiction. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. Fortune Oil Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

Further details in relation to overseas Fortune Oil Shareholders will be contained in the Scheme Document.

   18.        Documents on website

A copy of the following documents will, by no later than 12 noon on 19 December 2014, be published on Fortune Oil's website at www.fortune-oil.com and Fortune Dynasty's website at www.fdynasty.com:

   (a)        a copy of this Announcement; 
   (b)        the Vitol Financing Documents; 
   (c)        the Bid Conduct Agreement; 
   (d)        the Louisa Ho Undertaking; 
   (e)        the Dennis Chiu Undertaking; 
   (f)         the Li Ching Undertaking; 
   (g)        the Irrevocable Undertakings; and 
   (h)        the Confidentiality Agreement.

Neither the contents of the websites or any other websites accessible from hyperlinks on such websites are incorporated into, or form any part of, this Announcement.

Enquiries

Standard Chartered Bank:

(Financial Adviser to Fortune Dynasty)

David Harvey-Evers Tel: +44 (0)207 885 9999

Fortune Oil:

Frank Attwood Tel: +44 (0)207 096 9580

VSA Capital Limited:

(Financial Adviser to Fortune Oil)

Andrew Raca Tel: +44 (0)203 005 5000

Justin McKeegan Tel: +44 (0)203 005 5000

Important disclaimers (including in relation to securities law restrictions)

No person should construe the contents of this Announcement as legal, financial or tax advice and any interested person should consult its own advisers in connection with such matters.

Notice to US investors

Fortune Dynasty Financial adviser

Fortune Oil Financial adviser

VSA Capital Limited, who is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to the Independent Fortune Oil Directors for Fortune Oil and for and no one else in connection with the matters set out in this Announcement and the Acquisition and will not be responsible to anyone other than Independent Fortune Oil Directors for providing the protections afforded to clients of VSA Capital Limited nor for providing advice in relation to the Acquisition or any matters set out in this Announcement. Neither VSA Capital Limited nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of VSA Capital Limited in connection with the Acquisition.

Forward Looking Statements

No profit forecasts or estimates

Disclosure requirements of the Takeover Code

Publication on Website

Neither the content of the websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this Announcement.

APPENDIX I

Part A: Conditions

1. The Scheme will be conditional upon the following having occurred prior to the Long Stop Date, or such later date as Fortune Oil and Fortune Dynasty may, with the consent of the Takeover Panel, agree and (if required) the Court may allow:

(a) the approval of the Scheme by a majority in number of the Scheme Shareholders on the register of Fortune Oil at the Voting Record Time, entitled to vote and present and voting, either in person or by proxy, at the Court Meeting (or at any adjournment, postponement or reconvention of such meeting) and such Court Meeting being held on or before 28 February 2015 (or such later date as Fortune Dynasty and Fortune Oil may, subject to the Takeover Code and/or with the consent of the Takeover Panel, agree and (if required) the Court may approve) and the votes cast at such meeting in favour of the Scheme representing 75 per cent. or more of the total votes cast at such meeting;

(b) the Resolutions as set out in the notice of the General Meeting in the Scheme Document, being duly passed by the requisite majority at the General Meeting (or at any adjournment, postponement or reconvention of that meeting) and not subsequently being revoked and such General Meeting being held on or before 28 February 2015 (or such later date as Fortune Dynasty and Fortune Oil may, subject to the Takeover Code and/or with the consent of the Takeover Panel, agree and (if required) the Court may approve);

(c) the sanction of the Scheme (without modification or, if agreed by Fortune Dynasty and Fortune Oil, with modification) and the confirmation of the Capital Reduction involved therein by the Court; and

(d) office copies of the Court Orders and the Statement of Capital required in connection with the Capital Reduction being delivered to Companies House and, if the Court so orders, the Court Orders and Statement of Capital being registered by Companies House.

2. In addition, Fortune Dynasty and Fortune Oil have agreed that the Scheme will also be conditional upon the following Conditions, and, accordingly, the necessary actions to make the Scheme Effective, including the delivery of office copies of the Court Orders and the Statement of Capital required in connection with the Capital Reduction to Companies House, will not be taken unless such following Conditions (as amended if appropriate) have been satisfied (and continue to be satisfied pending the commencement of the Scheme Court Hearing) or waived prior to the Scheme being sanctioned by the Court:

Confirmation of absence of adverse circumstances

(a) except as Publicly Announced or fairly disclosed in Disclosed Information, there being no provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider Fortune Oil Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or subject, which in each case as a consequence of the Acquisition of any shares or other securities in Fortune Oil or because of a change in the control or management of Fortune Oil, could or might reasonably be expected to result in (to an extent or in a manner which is material and adverse in the context of the Acquisition or would have a material and adverse effect on the Wider Fortune Oil Group as a whole):

(i) any such agreement, arrangement, licence, permit or instrument or the rights, liabilities, obligations or interests or business of any member of the Wider Fortune Oil Group thereunder, or interests or business of any such member in or with any other person, firm, company or body (or any arrangements to which any such member is a party relating to any such interests or business), being or becoming capable of being terminated, modified, amended, relinquished or adversely affected or any other obligation or liability arising or any action being taken or arising thereunder;

(ii) the rights, liabilities, obligations or interests of any member of the Wider Fortune Oil Group under any such agreement, arrangement, licence, permit or instrument or the interests or business of any such member in or with, any person, firm, company or body (or any arrangement or arrangements relating to any such interests or business) being terminated, adversely modified or adversely affected or any onerous obligation or liability arising or any adverse action being taken thereunder;

(iii) any asset owned or used by any member of the Wider Fortune Oil Group, or any interest in such asset, being or falling to be disposed of or charged or ceasing to be available to any member of the Wider Fortune Oil Group or any right arising under which any such asset or interest could be required to be disposed of or charged or cease to be available to any member of the Wider Fortune Oil Group;

(iv) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property, assets or interest of any member of the Wider Fortune Oil Group or any such mortgage, charge or other security (whenever created, arising or having arisen) becoming enforceable or being capable of being enforced;

(v) the value of any member of the Wider Fortune Oil Group or its financial or trading position or prospects being prejudiced or adversely affected;

(vi) any member of the Wider Fortune Oil Group ceasing to be able to carry on business under any name which it at present uses;

(vii) the creation or acceleration of any liability (actual or contingent) by any member of the Wider Fortune Oil Group;

(viii) except as agreed by Fortune Dynasty and Fortune Oil, any liability of any member of the Wider Fortune Oil Group to make any severance, termination, bonus or other payment to any of its directors or other officers;

(ix) any requirement on any member of the Wider Fortune Oil Group to acquire, subscribe, pay up or repay any shares or other securities; or

(x) any monies borrowed by or any other indebtedness (actual or contingent) of, or any grant available to any member of the Wider Fortune Oil Group, being or becoming repayable or capable of being declared repayable immediately or prior to its or their stated maturity date or repayment date, or the ability of such member of the Wider Fortune Oil Group to borrow monies or incur any indebtedness becoming or being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited,

and no event having occurred which, under any provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider Fortune Oil Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, could reasonably be expected to result in any of the events or circumstances as are referred to in sub-paragraphs (i) to (x) of this Condition;

Other third party clearances

(b) no government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body, antitrust regulator, central bank, court or any other body or person whatsoever in any relevant jurisdiction (each a Third Party) having decided to take, institute, implement, threaten or withdraw any action, proceeding, suit, investigation, enquiry or reference, or enacted, made or proposed any statute, regulation, decision or order, or having taken any other steps, and there not continuing to be outstanding any statute, regulation or order of any Third Party, in each case which would or might reasonably be expected (to an extent or in a manner which is material and adverse in the context of the Acquisition):

(i) require, prevent or delay the divestiture, or materially alter the terms of any proposed divestiture by any member of the Wider Fortune Dynasty Group or by Fortune Oil or any other member of the Wider Fortune Oil Group of all or any portion of their respective businesses, assets or properties or impose any limitation on the ability of any of them to conduct their respective businesses (or any of them) or to own, control or manage any of their respective assets or properties or any part thereof;

(ii) require, prevent or delay the divestiture by any member of the Wider Fortune Dynasty Group of any shares or other securities in Fortune Oil;

(iii) impose any limitation on, or result in a delay in, the ability of any member of the Wider Fortune Dynasty Group directly or indirectly to acquire or to hold or to exercise effectively any rights of ownership in respect of shares or loans or securities convertible into shares or any other securities (or the equivalent) in any member of the Wider Fortune Oil Group or the Wider Fortune Dynasty Group or to exercise voting or management control over any such member;

(iv) otherwise materially adversely affect any or all of the business, assets, liabilities, financial or trading position, profits, operational performance or prospects of any member of the Wider Fortune Dynasty Group or of any member of the Wider Fortune Oil Group;

(v) make the Acquisition or its implementation by Fortune Dynasty or any member of the Wider Fortune Dynasty Group of any shares or other securities in, or control or management of, Fortune Oil void, illegal, and/or unenforceable under the laws of any jurisdiction, or otherwise, directly or indirectly, restrain, restrict, prohibit, prevent, delay, impede or otherwise interfere with the implementation thereof, or require material amendment or impose additional material conditions or obligations with respect thereto, or otherwise challenge, or interfere with the Acquisition or its implementation by Fortune Dynasty or any member of the Wider Fortune Dynasty Group of any shares or other securities in, or control or management of, Fortune Oil;

(vi) other than pursuant to the implementation of the Acquisition, require any member of the Wider Fortune Dynasty Group or the Wider Fortune Oil Group to acquire, or to offer to acquire, any shares or other securities (or the equivalent) or interest in any member of the Wider Fortune Oil Group owned by any third party;

(vii) impose any material limitation on the ability of any member of the Wider Fortune Dynasty Group or the Wider Fortune Oil Group to conduct its business or integrate or co-ordinate its business, or any part of it, with the businesses or any part of the businesses of any other member of the Wider Fortune Dynasty Group or the Wider Fortune Oil Group;

(viii) require any member of the Wider Fortune Oil Group to relinquish, terminate or amend in any way any contract to which any member of the Wider Fortune Oil Group is a party; or

(ix) result in any member of the Wider Fortune Dynasty Group or the Wider Fortune Oil Group ceasing to be able to carry on business under any name under which it presently does so,

and all applicable waiting and other time periods (including any extensions thereof) during which any such Third Party could take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or any other step under the laws of any jurisdiction in respect of the Acquisition of any shares or other securities in, or control or management of, Fortune Oil having expired, lapsed or been terminated;

(c) all notifications, notices, filings or applications in connection with the Acquisition or any aspect of the Acquisition or its financing that are necessary and which are the responsibility of the Fortune Oil Group having been made and all authorisations, orders, grants, consents, clearances, licences, confirmations, permissions and approvals which are necessary (Authorisations), in any jurisdiction, for and in respect of the Acquisition or any aspect of the Acquisition or its financing, or the acquisition or proposed acquisition by any member of the Wider Fortune Dynasty Group of any shares or other securities in, or control or management of, Fortune Oil by any member of the Wider Fortune Dynasty Group and which are the responsibility of the Fortune Oil Group having been obtained in terms and in a form reasonably satisfactory to Fortune Dynasty from all appropriate Third Parties and persons or bodies with whom any member of the Wider Fortune Oil Group has entered into contractual arrangements, and all such Authorisations together with all authorisations, orders, grants, consents, clearances, licences, confirmations, permissions and approvals necessary or appropriate for any member of the Wider Fortune Dynasty Group to carry on its business (the Business Authorisations) remaining in full force and effect (where the absence of such Authorisations or Business Authorisations would be material and adverse in the context of the Acquisition) and all filings necessary for such purpose which are the responsibility of the Fortune Oil Group have been made and there being no notice or intimation of any intention to revoke, suspend, restrict, materially adversely modify or not to renew any of the same at the time at which the Acquisition becomes otherwise unconditional and all necessary statutory or regulatory obligations in any jurisdiction having been complied with by the Fortune Oil Group;

No material transactions, claims or changes in the conduct of the Fortune Oil Group

(d) since 31 March 2014 and except as Publicly Announced or fairly disclosed in Disclosed Information, no member of the Wider Fortune Oil Group having:

(i) save as between Fortune Oil and wholly-owned subsidiaries of Fortune Oil or for Fortune Oil Shares required to be issued or transferred out of treasury pursuant to the award of Fortune Oil Shares in the ordinary course under the Fortune Oil Share Schemes, issued, agreed to issue, authorised or proposed the issue of additional shares of any class, or of securities convertible into or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities or redeemed, purchased or repaid any of its own shares or other securities or reduced or made any other change to any part of its share capital other than pursuant to the implementation of the Acquisition;

(ii) other than to another member of the Fortune Oil Group, recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution whether payable in cash or otherwise;

(iii) save for transactions between members of the Fortune Oil Group or pursuant to the Acquisition, merged with or demerged from any body corporate or acquired or disposed of or transferred, mortgaged, charged or created any security interest over any assets or any right, title or interest in any asset (including shares or loan capital (or the equivalent thereof) in any undertaking or undertakings and further including trade investments) or authorised or proposed or announced any intention to propose any merger, demerger, acquisition, disposal, transfer, mortgage, charge or security interest (which, in the case of any transfer, mortgage, charge or security interest, is other than in the ordinary course of business);

(iv) save for transactions between members of the Fortune Oil Group, made or authorised or proposed or announced an intention to propose any change in its loan capital;

(v) issued, authorised, proposed the issue of or made any change in or to the terms of any debentures or (save for trade credit incurred in the ordinary course of business or for transactions between members of the Fortune Oil Group) incurred or increased any indebtedness or become or agreed to become subject to any liability (actual or contingent);

(vi) implemented, or authorised, proposed or announced its intention to implement, any reconstruction, amalgamation, scheme, commitment or other transaction or arrangement otherwise than in respect of the Acquisition or in the ordinary course of business;

(vii) entered into or varied or authorised, proposed or announced its intention to enter into or vary any contract, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or which is or could be materially restrictive on the businesses of any member of the Wider Fortune Oil Group or the Wider Fortune Dynasty Group (other than in the ordinary course of business) and which is material in the context of the Wide Fortune Oil Group taken as a whole;

(viii) other than in respect of a member which is dormant and was solvent at the relevant time, taken any corporate action or had any legal proceedings instituted or threatened against it or petition presented or order made for its winding-up (voluntary or otherwise), dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or had any such person appointed;

(ix) been unable or admitted in writing that it is unable to pay its debts as they fall due or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness;

(x) waived or compromised any material claim otherwise than in the ordinary course of business;

(xi) in respect of Fortune Oil and wholly-owned subsidiaries of Fortune Oil, made any material alteration to its memorandum or articles of association or other incorporation documents (in each case, other than an alteration in connection with the Scheme);

(xii) proposed, agreed to provide or modified the terms of any employee share scheme, incentive scheme or other benefit relating to the employment or termination of employment of any person employed by the Wider Fortune Oil Group or entered into or changed the terms of any contract with any director or senior executive;

(xiii) entered into, implemented or authorised the entry into, any joint venture, asset or profit sharing arrangement, partnership or merger of business or corporate entities;

(xiv) taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Takeover Panel or the approval of Fortune Oil Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the Takeover Code; or

(xv) entered into any contract, commitment, arrangement or agreement otherwise than in the ordinary course of business or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced any intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition;

No material adverse change

(e) since 31 March 2014 and save as Publicly Announced or fairly disclosed in Disclosed Information:

(i) no material adverse change or deterioration having occurred (or circumstances having arisen which would or might be expected to result in any adverse change or deterioration) in the business, assets, liabilities, financial or trading position or profits, operational performance or prospects of any member of the Wider Fortune Oil Group;

(ii) no agreement or arrangement between any member of the Wider Fortune Oil Group and any other person has been terminated or varied in a manner which would or might reasonably be expected to have a material adverse effect on the financial position of the Wider Fortune Oil Group taken as a whole;

(iii) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider Fortune Oil Group is or may become a party (whether as a plaintiff, defendant or otherwise) and no investigation by any Third Party against or in respect of any member of the Wider Fortune Oil Group having been instituted, announced, implemented or threatened by or against or remaining outstanding in respect of any member of the Wider Fortune Oil Group;

(iv) no enquiry or investigation by, or complaint or reference to, any Third Party having been threatened in writing, announced, implemented or instituted by or against or remaining outstanding against or in respect of any member of the Wider Fortune Oil Group;

(v) no contingent or other material liability in respect of any member of the Wider Fortune Oil Group having arisen or become apparent or increased that might reasonably be likely to adversely affect any member of the Wider Fortune Oil Group that is material in the context of the Wider Fortune Oil Group taken as a whole;

(vi) no amendment or termination of any joint venture or partnership to which any member of the Wider Fortune Oil Group is a party having been agreed or permitted; and

(vii) no steps having been taken which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Fortune Oil Group which is necessary for the proper carrying on of its business,

in each case, to an extent or in a manner which is material in the context of the Acquisition and has had, or would or might reasonably be expected to have, a material and adverse effect on the Wider Fortune Oil Group, taken as a whole;

(f) except as Publicly Announced or fairly disclosed in Disclosed Information, Fortune Dynasty not having discovered:

(i) that any financial, business or other information concerning the Wider Fortune Oil Group as contained in the information publicly disclosed at any time by or on behalf of any member of the Wider Fortune Oil Group, is misleading or contains any misrepresentation of fact or omits to state a fact necessary to make that information not misleading;

(ii) that any member of the Wider Fortune Oil Group is subject to any liability (actual or contingent) which is not disclosed in Fortune Oil's annual report for the financial year ended 31 March 2014 or the interim report for the six months ended 30 September 2014;

(iii) that any member of the Wider Fortune Oil Group, partnership, company or other entity in which any member of the Wider Fortune Oil Group has a significant economic interest and which is not a subsidiary undertaking of Fortune Oil is subject to any liability (contingent or otherwise) which is not disclosed in Fortune Oil's 2014 Annual Report; or

(iv) any information which affects the import of any information disclosed in writing at any time by or on behalf of any member of the Wider Fortune Oil Group to any member of the Wider Fortune Dynasty Group or its advisers,

in each case to an extent or in a manner which is material in the context of the Acquisition or material in the context of the Wider Fortune Oil Group, taken as a whole;

Other issues

(g) except as Publicly Announced or fairly disclosed in Disclosed Information, Fortune Dynasty not having discovered that:

(i) any past or present member of the Wider Fortune Oil Group has failed to comply with any or all applicable legislation or regulation, of any jurisdiction, with regard to the disposal, spillage, release, discharge, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health or animal health or otherwise relating to environmental matters and which non-compliance would likely give rise to any liability (actual or contingent), or that there has otherwise been any such disposal, spillage, release, discharge, leak or emission (whether or not the same constituted a non-compliance by any person with any such legislation or regulations, and wherever the same may have taken place) any of which disposal, spillage, release, discharge, leak or emission would be likely to give rise to any liability (actual or contingent) on the part of any member of the Wider Fortune Oil Group which, in each case, is material in the context of the Wider Fortune Oil Group, taken as a whole;

(ii) there is, or is likely to be, any liability (actual or contingent) of any past or present member of the Wider Fortune Oil Group to make good, repair, reinstate or clean up any property or any controlled waters now or previously owned, occupied, operated or made use of or controlled by any such past or present member of the Wider Fortune Oil Group, under any environmental legislation, regulation, notice, circular or order of any Third Party in any jurisdiction or to contribute to the cost thereof or associated therewith or indemnify any person in relation thereto which, in each case, is material in the context of the Wider Fortune Oil Group, taken as a whole;

(iii) there are adequate procedures in place to prevent persons associated with the Wider Fortune Oil Group from engaging in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010, as amended or any other applicable anti-corruption legislation and Fortune Dynasty not having discovered a contravention by any past or present member of the Wider Fortune Oil Group or any persons associated with, or performing services on behalf of, the Wider Fortune Oil Group, of such legislation; and

(iv) any past or present member of the Wider Fortune Oil Group has not complied with the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and any laws implementing the same, the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act of 1977; or

   (v)         there is, or is likely to be or expected to be, or there has been, any:

(a) claim brought against any member of the Wider Fortune Oil Group by a person or class of persons in respect of;

(b) circumstances that exist whereby a person or class of persons would be likely to have a claim in respect of; or

any material, chemical, product or process of manufacture or materials now or previously held, used, sold, manufactured, carried out or under development, exploration or research by any past or present member of the Wider Fortune Oil Group where such claim or liability is or could reasonably be expected to be material in the context of the Wider Fortune Oil Group, taken as a whole; and

(h) any past or present member of the Wider Fortune Oil Group has engaged in any business with or made any investments in, or made any payments to, (a) any government, entity or individual with which US or European Union persons are prohibited from engaging in activities or doing business by US or European Union laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control or (b) any government, entity or individual targeted by any of the economic sanctions of the United Nations or the European Union or any of their respective member states.

   3.         For the purposes of these Conditions:

(a) a Third Party shall be regarded as having intervened if it has decided or intimated a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or made, proposed or enacted any statute, regulation, decision or order or taken any measures or other steps or required any action to be taken or information to be provided and intervene shall be construed accordingly;

(b) Publicly Announced means disclosed in (i) Fortune Oil's 2014 Annual Report, or (ii) publicly announced (by delivery of an announcement to a Regulatory Information Service) by or on behalf of Fortune Oil on or before the date of this Announcement;

(c) substantial interest means a direct or indirect interest in 20 per cent. or more of the voting or equity capital or the equivalent of an undertaking;

(d) Disclosed Information means (i) this Announcement, (ii) information which is Publicly Announced; (iii) the information disclosed in the annual report and accounts of Fortune Oil for the financial year ended 31 March 2014 and the interim report for the six months ended 30 September 2014; and (iv) any information which has been fairly disclosed to Fortune Dynasty on or before the date of this Announcement;

(e) Wider Fortune Dynasty Group means the Consortium and its subsidiary undertakings, associated undertakings and any other undertakings in which the Consortium and such undertakings (aggregating their interests) have a substantial interest, excluding the Fortune Oil Group; and

(f) Wider Fortune Oil Group means Fortune Oil and its subsidiary undertakings, associated undertakings and any other undertakings in which Fortune Oil and such undertakings (aggregating their interests) have a substantial interest, excluding China Gas Holdings and its subsidiary undertakings and associated undertakings.

PART B: Certain further terms of the Scheme

1. Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

2. Subject to the requirements of the Takeover Panel Fortune Dynasty reserves the right to waive all or any of the above Conditions, in whole or in part, apart from Condition 1 which cannot be waived.

3. The Conditions in paragraphs 2(a) to (h) (inclusive) must be fulfilled, be determined by Fortune Dynasty to be or remain satisfied or (if capable of waiver) be waived prior to the commencement of the Scheme Court Hearing, failing which the Acquisition will lapse. Fortune Dynasty shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or treat as fulfilled any of the Conditions in paragraphs 2(a) to (h) (inclusive) as of the Long Stop Date, notwithstanding that the other Conditions may at an earlier date have been waived or fulfilled and that there are, at such earlier date, no circumstances indicating that any Condition may not be capable of fulfillment.

4. Fortune Dynasty reserves the right to elect with the consent of the Takeover Panel (where necessary) to implement the Acquisition by way of an Offer. In such event, the acquisition will be implemented on substantially the same terms, subject to appropriate amendments, as those which would apply to the Acquisition. The acceptance condition would be set at 90 per cent. of the shares to which such Offer relates (or such lesser percentage (being more than 50 per cent.) as Fortune Dynasty may decide with the consent of the Takeover Panel). Further, if sufficient acceptance of the Offer are received and/or sufficient Fortune Oil Shares are otherwise acquired, it is the intention of Fortune Dynasty to apply the provisions of the Act to compulsorily acquire any outstanding Fortune Oil Shares to which such offer relates.

5. The Scheme will be governed by English law and will be subject to the jurisdiction of the English courts, to the Conditions and to the further terms set out in the Scheme Document. The Acquisition will comply with the applicable rules and regulations of the FCA, the London Stock Exchange and the Takeover Code.

6. The availability of the Acquisition to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

7. Unless otherwise determined by Fortune Dynasty or required by the Takeover Code and permitted by applicable law and regulation, the Acquisition is not being made, and will not be made, directly or indirectly, in or into any Restricted Jurisdiction or by the use of the mails of, or by any other means or instrumentality (including, without limitation, electronic mail, fax transmission, telex, telephone, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facility of a national state or other securities exchange of any other Restricted Jurisdiction and will not be capable of acceptance by any such use, means, instrumentality or facility or from any Restricted Jurisdiction.

8. The Fortune Oil Shares which will be acquired pursuant to the Acquisition will be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together will all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of this Announcement.

   9.         The Acquisition shall lapse (unless otherwise agreed with the Takeover Panel) if:

(a) in so far as the Acquisition or any matter arising from the Scheme or Acquisition constitutes a concentration with a Community dimension within the scope of the Regulation, the European Commission either initiates proceedings under Article 6(1)(c) of the Regulation or makes a referral to a competent authority of the United Kingdom under Article 9(1) of the Regulation and there is then a CMA Phase 2 Reference; or

(b) in so far as the Acquisition or any matter arising from the Scheme or Acquisition does not constitute a concentration with a Community dimension within the scope of the Regulation, the Scheme or Acquisition or any matter arising from or relating to the Acquisition becomes subject to a CMA Phase 2 Reference,

in each case, before the date of the Court Meeting.

APPENDIX II: DETAILS OF IRREVOCABLE UNDERTAKINGS

 
 Name             Total Number of Fortune   Percentage of existing 
                   Oil Shares in respect     issued share capital 
                   of which undertaking      of Fortune Oil 
                   is given* 
---------------  ------------------------  ----------------------- 
 Frank Attwood    738,581                   0.03% 
 Tian Jun         2,954,639                 0.11% 
 Total            3,693,220                 0.14% 
---------------  ------------------------  -----------------------

*The undertaking and numbers referred to in their table refer only to those Fortune Oil Shares to which the relevant Independent Fortune Oil Director is beneficially entitled and any Fortune Oil Shares that such Independent Fortune Oil Director is otherwise able to control the exercise of in terms of the rights attaching to such share, including the ability to procure the transfer of such share.

Fortune Dynasty has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the Resolutions relating to the Acquisition (including the Capital Reduction) at the General Meeting (or in the event that the Acquisition is implemented by way of an Offer, to accept the Offer) from Frank Attwood and Tian Jun in respect of their own beneficial holdings of Fortune Oil Shares amounting, in aggregate, to 3,693,220 Fortune Oil Shares, representing approximately 0.14 per cent. of the issued ordinary share capital of Fortune Oil at 17 December 2014 (being the last practicable day before the date of this Announcement).

The irrevocable undertakings will cease to binding if:

-- a competing offer for all of the issued and to be issued Fortune Oil Shares has been announced in accordance with Rule 2.7 of the Takeover Code and the consideration (including any deferred or contingent consideration, whether payable in cash or otherwise) payable to Fortune Oil Shareholders per Fortune Oil Share under such competing offer is, in the opinion of Standard Chartered Bank more than 10% higher than that payable pursuant to the Acquisition; and

-- Fortune Dynasty has not, within ten (10) business days of the date of announcement of such competing offer announced a revised offer on terms such that the value of the Acquisition is, in the opinion of Standard Chartered Bank, at least equal to that of the relevant competing offer.

APPENDIX III: SOURCES AND BASES OF INFORMATION

   (a)        In this Announcement:

i. the value placed by the terms of the Acquisition on the issued ordinary share capital of Fortune Oil, and other statements made by reference to the issued ordinary share capital of Fortune Oil, are based on 2,587,106,295 Fortune Oil Shares in issue, being the number in issue at close of business on 17 December 2014 (being last practicable day prior to the date of this Announcement);

ii. unless otherwise stated, the financial information on Fortune Oil included in this Announcement has been extracted or derived, without material adjustment, from the audited consolidated financial statements for the Fortune Oil Group for the 15 month period ending 31 March 2014 in Fortune Oil's 2014 Annual Report; and

iii. unless otherwise stated, all historic share prices quoted for Fortune Oil Shares have been sourced from the Daily Official List and represent the Closing Price for Fortune Oil Shares on the relevant dates.

   (b)        The premium calculations per Fortune Oil Share have been calculated by reference to:

i. per cent. to the Closing Price of 6.31 pence per Fortune Oil Share on 17 December 2014, being the last practicable day before the date of this Announcement;

i. per cent. over the average Closing Price of 7.04 pence per Fortune Oil Share for the one (1) month immediately preceding 17 December 2014, being the last practicable day before the date of this Announcement.

ii. per cent. over the average Closing Price of 7.71 pence per Fortune Oil Share for the three (3) months immediately preceding 17 December 2014, being the last practicable day before the date of this Announcement.

(c) On 29 December 2011, Fortune Oil entered into an agreement with Liu Ming Hui to form a newly incorporated 50/50 joint venture company, China Gas Group. China Gas Group holds, at the date of this Announcement, 744,602,000 China Gas Holdings Shares. The Fortune Oil Group holds, at the date of this Announcement, 197,371,463 China Gas Holdings Shares.

APPENDIX IV: DEFINITIONS

In this Announcement, the following definitions apply unless the context requires otherwise:

 
 Acquisition                           the proposed acquisition by Fortune 
                                        Dynasty or its Affiliates of the 
                                        entire issued and to be issued share 
                                        capital of Fortune Oil other than 
                                        the Excluded Fortune Oil Shares 
                                        to be implemented by means of the 
                                        Scheme or, if Fortune Dynasty and 
                                        Fortune Oil so elect and the Takeover 
                                        Panel consents, an Offer, including, 
                                        where the context so admits, any 
                                        subsequent variation, revision, 
                                        extension or renewal thereof 
 Act                                   the Companies Act 2006 (UK), as 
                                        amended from time to time 
 Affiliate                             in relation to a party, any person 
                                        that directly or indirectly, through 
                                        one or more intermediaries, controls, 
                                        is controlled by, or is under common 
                                        control with, the party, and for 
                                        these purposes a party shall be 
                                        deemed to control a person if such 
                                        party possesses, directly or indirectly, 
                                        the power to direct or cause the 
                                        direction of the management and 
                                        policies of the person, whether 
                                        through the ownership of over 50 
                                        per cent. of the voting securities 
                                        or the right to appoint over 50 
                                        per cent. of the relevant board 
                                        of directors by contract or otherwise 
 Announcement                          this Announcement, made in accordance 
                                        with Rule 2.7 of the Takeover Code, 
                                        dated 18 December 2014, including 
                                        the summary and its Appendices 
 associated undertaking                has the meaning given to it in paragraph 
                                        19 of Schedule 6 to the Large and 
                                        Medium-sized Companies and Groups 
                                        (Accounts and Reports) Regulations 
                                        2008 (SI 2008/410) (but for this 
                                        purpose ignoring paragraph 19(1)(b) 
                                        of Schedule 6 to those regulations) 
 Bid Conduct Agreement                 has the meaning given to that term 
                                        in paragraph 15.1 of this Announcement 
 Business Day                          a day (other than Saturday, Sunday 
                                        or a public holiday), on which banks 
                                        in the City of London, Hong Kong, 
                                        Geneva and the Netherlands are open 
                                        for business generally 
 Capital Reduction                     the proposed reduction of share 
                                        capital of Fortune Oil pursuant 
                                        to the Scheme 
 China Gas Group                       China Gas Group Limited, a company 
                                        incorporated in Hong Kong with its 
                                        registered office at Suite 2307, 
                                        23/F, Office Tower, Convention Plaza, 
                                        1 Harbour Road, Wanchai, Hong Kong 
 China Gas Holdings                    China Gas Holdings Limited, a company 
                                        incorporated in Bermuda with its 
                                        registered office at Clarendon House, 
                                        2 Church Street, Hamilton HM11, 
                                        Bermuda 
 China Gas Holdings Shares             the ordinary shares of HK$0.01 each 
                                        in the share capital of China Gas 
                                        Holdings 
 Class I CVRs                          the Class I contingent value rights 
                                        to be issued by Fortune Dynasty 
 Class I CVR Holder                    a holder of a Class I CVR 
 Class II CVRs                         the Class II contingent value rights 
                                        to be issued by Fortune Dynasty 
 Class II CVR Holder                   a holder of a Class II CVR 
 Closing Price                         the middle market price for a Fortune 
                                        Oil Share at the close of business 
                                        on the day to which the price relates, 
                                        derived from the Daily Official 
                                        List for that day 
 CMA Phase 2 Reference                 a reference pursuant to sections 
                                        22, 33, 45 or 62 of the Enterprise 
                                        Act 2002 of the Acquisition to the 
                                        chair of the Competition and Markets 
                                        Authority for the constitution of 
                                        a group under Schedule 4 to the 
                                        Enterprise and Regulatory Reform 
                                        Act 2013 (as amended) 
 Community                             European Community 
 Companies House                       the Registrar of Companies in England 
                                        and Wales 
 Competition Commission                the UK statutory body established 
                                        under the UK Competition Act 1998 
 Concert Parties                       Daniel Chiu, Dennis Chiu, Louisa 
                                        Ho, Wang Jin Jun, Ian Taylor and 
                                        Li Ching 
 Conditions                            the conditions to the Acquisition 
                                        which are set out in Appendix I 
 Confidentiality Agreement             has the meaning given to that term 
                                        in paragraph 15.5 of this Announcement 
 Consortium                            Fortune Dynasty, the Vitol Group 
                                        and the First Level Group 
 Court                                 the High Court of Justice of England 
                                        and Wales 
 Court Hearings                        the Scheme Court Hearing and the 
                                        Reduction Court Hearing 
 Court Meeting                         the meeting or meetings of Scheme 
                                        Shareholders as may be convened 
                                        pursuant to an order of the Court 
                                        under Part 26 of the Act, for the 
                                        purposes of considering and, if 
                                        thought fit, approving the Scheme 
                                        (with or without amendment) and 
                                        the Capital Reduction, including 
                                        any adjournment, postponement or 
                                        reconvention of any such meeting, 
                                        notice of which is to be contained 
                                        in the Scheme Document 
 Court Orders                          the Scheme Court Order and the Reduction 
                                        Court Order 
 CREST                                 the relevant system (as defined 
                                        in the CREST Regulations) for paperless 
                                        settlement of share transfers and 
                                        the holding of shares in uncertificated 
                                        form in respect of which Euroclear 
                                        UK & Ireland Limited is the Operator 
                                        (as defined in the CREST Regulations) 
 CREST Regulations                     the Uncertificated Securities Regulations 
                                        2001 (SI 2001/3755)) 
 CVR Cash Amount                       has the meaning given to that term 
                                        in paragraph 3.1 of this Announcement 
 CVR Consideration                     has the meaning given to that term 
                                        in paragraph 3.1 of this Announcement 
 CVR Deed Poll                         the deed poll constituting the CVRs 
 CVR Holder                            a holder of a CVR 
 CVR Term                              has the meaning given to that term 
                                        in paragraph 3.1 of this Announcement 
 CVR Third Party                       a person who is not a member of 
                                        the Fortune Oil Group or China Gas 
                                        Group 
 CVRs                                  the Class I CVRs and the Class II 
                                        CVRs 
 Daily Official List                   the daily official list of the London 
                                        Stock Exchange 
 Dennis Chiu Undertaking               has the meaning given to that term 
                                        in paragraph 15.3 of this Announcement 
 Disclosed Interests                   has the meaning given to that term 
                                        in paragraph 16.2 of this Announcement 
 Effective                             in the context of the Acquisition: 
                                        (i) if the Acquisition is implemented 
                                        by way of a Scheme, the Scheme having 
                                        become fully effective in accordance 
                                        with its terms, upon the delivery 
                                        of the Court Order and Statement 
                                        of Capital relating to the Capital 
                                        Reduction to Companies House and, 
                                        if the court so orders, registration 
                                        by Companies House; or (ii) if the 
                                        Acquisition is implemented by way 
                                        of an Offer, the Offer having been 
                                        declared or become unconditional 
                                        in all respects in accordance with 
                                        the requirements of the Takeover 
                                        Code 
 Effective Date                        the date upon which: 
                                        (a) the Scheme becomes Effective; 
                                        or 
                                        (b) if Fortune Dynasty elects and 
                                        the Takeover Panel consents to implement 
                                        the Acquisition by way of an Offer, 
                                        the Offer becomes Effective 
 Exchange Act                          the United States Securities Exchange 
                                        Act of 1934, as amended, and the 
                                        rules and regulations promulgated 
                                        thereunder 
 Excluded Fortune Oil Shares           any Fortune Oil Shares which are 
                                        held, directly or indirectly, by 
                                        the Consortium 
 Financial Conduct Authority           the Financial Conduct Authority 
  or FCA                                of the UK in its capacity as the 
                                        competent authority for the purpose 
                                        of Part VI of FSMA and in the exercise 
                                        of its functions in respect of admission 
                                        to the Official List otherwise than 
                                        in accordance with Part VI of FSMA, 
                                        or its successor from time to time 
 First Level                           First Level Holdings Limited, a 
                                        limited liability company incorporated 
                                        in the Cayman Islands 
 First Level Group                     (a) First Level, its subsidiaries 
                                        and its subsidiary undertakings; 
                                        and 
                                        (b) the shareholders of First Level, 
                                        being Daniel Chiu and Dennis Chiu 
 Form of Election                      a form of election to elect for 
                                        the Class I CVR(s) 
 Forms of Proxy                        the forms of proxy in connection 
                                        with each of the Court Meeting and 
                                        the General Meeting, which shall 
                                        accompany the Scheme Document 
 Fortune Dynasty                       Fortune Dynasty Holdings Limited, 
                                        a limited liability company incorporated 
                                        in the British Virgin Islands 
 Fortune Dynasty Board                 the board of directors of Fortune 
                                        Dynasty 
 Fortune Oil                           Fortune Oil PLC, a limited liability 
                                        company incorporated in England 
                                        and that is listed on the London 
                                        Stock Exchange 
 Fortune Oil Directors                 Qian Benyuan, Daniel Chiu, Tian 
                                        Jun, Li Ching, Frank Attwood, Dennis 
                                        Chiu, Louisa Ho, Lin Xizhong, Mao 
                                        Tong, Ian Taylor, Wang Jinjun and 
                                        Yuan Jun 
 Fortune Oil Group                     Fortune Oil, its subsidiaries and 
                                        its subsidiary undertakings 
 Fortune Oil Share Schemes             (a) the Fortune Oil Senior Executive 
                                        Incentive Plan 2009; 
                                        (b) the Fortune Oil 2013 Company 
                                        Share Option Plan; 
                                        (c) the Fortune Oil 2013 UK Share 
                                        Option Plan; 
                                        (d) the Fortune Oil 2004 UK Inland 
                                        Revenue Approved Share Option Plan; 
                                        and 
                                        (e) the Fortune Oil 2004 UK Share 
                                        Option Plan 
 Fortune Oil Shareholders              holders of Fortune Oil Shares 
 Fortune Oil Shares                    the issued ordinary shares of 1 
                                        pence each in the capital of Fortune 
                                        Oil 
 Fortune Oil's 2014 Annual             Fortune Oil's 2014 annual report 
  Report                                for the 15 month period up to 31 
                                        March 2014 
 FSMA                                  the Financial Services and Markets 
                                        Act 2000 (as amended from time to 
                                        time) 
 General Meeting                       the general meeting (or any adjournment, 
                                        postponement or reconvention thereof) 
                                        of Fortune Oil to be convened in 
                                        connection with the Scheme, notice 
                                        of which is to be contained in the 
                                        Scheme Document 
 HK$                                   Hong Kong dollars, the lawful currency 
                                        of Hong Kong 
 Hong Kong                             the Hong Kong Special Administrative 
                                        Region of the PRC 
 Independent Fortune Oil Directors     Qian Benyuan, Tian Jun, Frank Attwood, 
                                        Lin Xizhong, Mao Tong and Yuan Jun 
 Irrevocable Undertakings              the irrevocable undertakings to 
                                        vote (or procure votes) in favour 
                                        of the Acquisition from Scheme Shareholders 
                                        received by Fortune Dynasty, details 
                                        of which are set out in Appendix 
                                        II of this Announcement 
 Li Ching Undertaking                  has the meaning given to that term 
                                        in paragraph 15.4 of this Announcement 
 Listing Rules                         the listing rules and regulations 
                                        made by the FCA under Part VI of 
                                        FSMA, and contained in the UK Listing 
                                        Authority's publication of the same 
                                        name (as amended from time to time) 
 Loan Notes                            the loan notes to be issued by Fortune 
                                        Dynasty at the election of Scheme 
                                        Shareholders pursuant to the terms 
                                        of the Class I CVRs 
 London Stock Exchange                 London Stock Exchange plc or a successor 
                                        entity 
 Long Stop Date                        31 May 2015, or such later date 
                                        as Fortune Dynasty and Fortune Oil 
                                        may agree and the Court (if required) 
                                        may allow 
 Louisa Ho Undertaking                 has the meaning given to that term 
                                        in paragraph 15.2 of this Announcement 
 Meetings                              the Court Meeting and the General 
                                        Meeting and "Meeting" shall mean 
                                        either of them as the context dictates 
 New Fortune Oil Shares                the new Fortune Oil Shares to be 
                                        issued credited as fully paid pursuant 
                                        to and in accordance with the Scheme 
 Offer                                 if Fortune Dynasty elects and the 
                                        Takeover Panel consents to make 
                                        the Acquisition by way of a takeover 
                                        offer (as that term is defined in 
                                        Chapter 3 of Part 28 of the Act), 
                                        the offer to be made by Fortune 
                                        Dynasty, or an Affiliate thereof, 
                                        to acquire the entire issued and 
                                        to be issued share capital of Fortune 
                                        Oil other than the Excluded Fortune 
                                        Oil Shares including, where the 
                                        context admits, any subsequent revision, 
                                        variation, extension or renewal 
                                        of such offer 
 Offer Document                        in the event Fortune Dynasty elects 
                                        and the Takeover Panel consents 
                                        to implement the Acquisition by 
                                        means of an Offer, the document 
                                        containing the Offer to be sent 
                                        to Fortune Oil Shareholders 
 Official List                         the official list of the FCA 
 Opening Position Disclosure           has the meaning given to that term 
                                        in the Code 
 PRC                                   the People's Republic of China 
 Reduction Court Hearing               the hearing (or any adjournment 
                                        thereof) at which the Reduction 
                                        Court Order will be sought 
 Reduction Court Order                 the order of the Court under section 
                                        648 of the Companies Act confirming 
                                        the Capital Reduction 
 Regulation                            Council Regulation (EC) No 139/2004 
 Regulatory Information Service        any information service authorised 
                                        from time to time by the Financial 
                                        Conduct Authority for the purposes 
                                        of disseminating regulatory announcements 
 Relevant Authority                    any government or governmental, 
                                        quasi-governmental, supranational, 
                                        statutory, regulatory, environmental 
                                        or investigative body, person, court, 
                                        trade or regulatory agency, association 
                                        or institution or any competition, 
                                        antitrust or supervisory body, in 
                                        each case in any jurisdiction 
 Resolutions                           the resolutions to be proposed by 
                                        Fortune Oil at the General Meeting 
                                        in connection with, among other 
                                        things, the approval of the Scheme 
                                        and confirmation of the Capital 
                                        Reduction, the amendment of Fortune 
                                        Oil's articles of association and 
                                        such other matters as may be necessary 
                                        to implement the Scheme and the 
                                        delisting of the Fortune Oil Shares 
 Restricted Jurisdiction               any jurisdiction where local laws 
                                        or regulations may result in a significant 
                                        risk of civil, regulatory or criminal 
                                        exposure if information concerning 
                                        the Acquisition is sent or made 
                                        available to Fortune Oil Shareholders 
                                        in that jurisdiction 
 Restricted Overseas Shareholders      Scheme Shareholders whose registered 
                                        address is in Hong Kong (and who 
                                        are unable to establish to the satisfaction 
                                        of Fortune Dynasty that they fall 
                                        within the exemption for invitations 
                                        to "professional investors" as defined 
                                        in the Securities and Futures Ordinance 
                                        (Chapter 571 of the Laws of Hong 
                                        Kong)) or any other jurisdiction 
                                        in which it is illegal to issue 
                                        CVRs to Scheme Shareholders or for 
                                        Scheme Shareholders to hold CVRs 
 Scheme or Scheme of Arrangement       the scheme of arrangement under 
                                        Part 26 of the Act proposed to be 
                                        entered into between Fortune Oil 
                                        and the Scheme Shareholders to be 
                                        described in the Scheme Document, 
                                        the principal terms of which are 
                                        set out in this Announcement (with 
                                        or subject to any modification, 
                                        addition or condition which Fortune 
                                        Oil and Fortune Dynasty may agree, 
                                        and if required, the Court may approve 
                                        or impose) 
 Scheme Court Hearing                  the hearing (or any adjournment 
                                        thereof) at which the Scheme Court 
                                        Order will be sought 
 Scheme Court Order                    the order of the Court sanctioning 
                                        the Scheme under section 899 of 
                                        the Act 
 Scheme Document                       the circular to be issued by Fortune 
                                        Oil to Fortune Oil Shareholders 
                                        containing, among other things, 
                                        an explanatory statement of the 
                                        Scheme, the Scheme and notices of 
                                        the Court Meeting and the General 
                                        Meeting 
 Scheme Record Time                    6.00 p.m. on the Business Day before 
                                        the Reduction Court Hearing 
 Scheme Shareholders                   holders of Scheme Shares 
 Scheme Shares                         the Fortune Oil Shares: 
                                        (a) in issue on the date of the 
                                        Scheme Document; 
                                        (b) if any, issued after the date 
                                        of the Scheme Document and prior 
                                        to the Voting Record Time; and 
                                        (c) issued on or after the Voting 
                                        Record Time and prior to the Scheme 
                                        Record Time either on terms that 
                                        the original or any subsequent holder 
                                        thereof shall be bound by the Scheme 
                                        or, in respect of which the holder 
                                        thereof shall have agreed in writing 
                                        to be bound by the Scheme, 
                                        in each case, other than the Excluded 
                                        Fortune Oil Shares 
 SEC                                   the US Securities and Exchange Commission 
 Security Documents                    the share security agreements and 
                                        other security arrangements to be 
                                        entered into in connection with 
                                        the Vitol Offer Facility Agreement 
 Statement of Capital                  the statement of capital (approved 
                                        by the Court) showing the share 
                                        capital of Fortune Oil, as the case 
                                        may be, as altered by the Reduction 
                                        Court Order confirming the Capital 
                                        Reduction, and the information required 
                                        by section 649 of the Act 
 Standard Chartered Bank               Standard Chartered Bank, financial 
                                        adviser to Fortune Dynasty 
 subsidiary, subsidiary undertaking,   shall have the meanings given by 
  and undertaking                       the Act 
 Takeover Code or Code                 the City Code on Takeovers and Mergers, 
                                        as amended from time to time 
 Takeover Panel                        the Panel on Takeovers and Mergers 
 UK Listing Authority                  the FCA acting in its capacity as 
                                        the competent authority for listing 
                                        under Part VI of FSMA 
 United Kingdom or UK                  the United Kingdom of Great Britain 
                                        and Northern Ireland 
 United States or US                   the United States of America, its 
                                        territories and possessions, any 
                                        state of the United States of America, 
                                        the District of Columbia and all 
                                        other areas subject to its jurisdiction 
 US Holders                            Fortune Oil Shareholders that are 
                                        resident in, or citizens of, the 
                                        US 
 US Persons                            has the meaning set out in the US 
                                        Securities Act 
 US Securities Act                     the United States Securities Act 
                                        of 1933, as amended 
 Vitol Bermuda                         Vitol Energy (Bermuda) Limited, 
                                        a limited liability company incorporated 
                                        in Bermuda 
 Vitol Financing Documents             the Vitol Offer Facility Agreement 
                                        and the Security Documents 
 Vitol Group                           Vitol Holding B.V., its subsidiaries 
                                        and its subsidiary undertakings 
 Vitol Lender                          Vitol Bermuda, being the original 
                                        lender under the Vitol Offer Facility 
                                        Agreement 
 Vitol Offer Facility Agreement        the $360 million facility agreement 
                                        between Fortune Dynasty and the 
                                        Vitol Lender dated on or about the 
                                        date of this Announcement (as amended 
                                        from time to time) 
 Voting Record Time                    6.00 p.m. on the day which is two 
                                        days prior to the date of the Court 
                                        Meeting or, if the Court Meeting 
                                        is adjourned, 6.00 p.m. on the day 
                                        which is two days prior to the day 
                                        of such adjourned meeting 
 VSA Capital                           VSA Capital Limited, financial advisers 
                                        to Fortune Oil 
 GBP or pounds sterling                pounds sterling, the lawful currency 
                                        of the United Kingdom 
 $                                     US dollars, the lawful currency 
                                        of the United States

All times referred to in this Announcement are to London time unless otherwise stated.

This information is provided by RNS

The company news service from the London Stock Exchange

END

OFFGRBDDSUBBGSI

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