Lukoil Offer to Nelson
September 30 2005 - 3:02AM
UK Regulatory
30 September 2005
NELSON RESOURCES ENTERS INTO
NEGOTIATIONS WITH LUKOIL
Nelson Resources Limited of Bermuda (TSX/AIM: NLG) (Nelson) today announced
that it has entered into an agreement to negotiate with Lukoil Overseas Holding
Ltd. (Lukoil) concerning a proposal received from Lukoil to acquire 100% of the
fully diluted common shares of Nelson for US$2,000,000,000 in cash, which based
on currency exchange rates as of September 29, 2005, equates to a per share
value of approximately GBP1.24 (GBP/US$1.7618) and CDN$2.57 (CDN$/US$1.1725).
A special committee of Nelson's board of directors was established to review,
with the assistance of independent counsel, this proposal and to protect
shareholder interests, particularly minority interests, in this process. A
financial advisor has been retained to render an opinion to the special
committee with respect to the fairness of the consideration offered under the
transaction to the shareholders. The special committee has been particularly
focussed on ensuring that any offer would be made for 100% of the shares of
Nelson.
Lukoil's proposal is subject to a number of customary conditions including
support agreements with Nelson's principal shareholders owning in aggregate
approximately 57% of outstanding shares, government and regulatory approvals,
and negotiation and execution of definitive transaction agreements with
customary provisions for transactions of this nature, including a 3% break fee.
The parties have agreed to negotiate the definitive agreements by October 12,
2005. Nelson's obligation to proceed is subject to receiving the opinion of its
financial advisor that the consideration under the offer is fair to the
shareholders from a financial point of view.
There can be no assurance that a transaction will proceed or be successfully
completed. Details of the terms of any final proposal will be disclosed upon
signing of definitive agreements.
Nick Zana, Nelson's CEO and Chairman, noted that, "It is our goal to ensure
that minority shareholders are treated fairly and are afforded the opportunity
to participate along with and on the same basis as the majority shareholders in
this transaction."
Nelson Resources Limited is an oil exploration and production company with
operations in the Republic of Kazakhstan. The Company established its presence
in the Kazakhstan oil sector in 2000 and its management team, comprising of
both international and Kazakh executives, has extensive experience of the
Kazakh operating environment.
The Company's shares are listed on the Toronto Stock Exchange and Alternative
Investment Market (AIM) of the London Stock Exchange with approximately 912
million shares authorized on a fully diluted basis.
For further information, please contact:
----------------------------------------
Nicholas Greene, Chief Financial Officer Tel: 020 7495 8908
Nelson Resources Limited ngreene@nelsonresources.co.uk
Fred Hodder Tel: 020 7495 8908
Nelson Resources Limited fhodder@nelsonresources.co.uk
Investor Relations
------------------
Ann-marie Wilkinson / Nick Lambert Tel: 020 7861 3232
Bell Pottinger Corporate & Financial (London)
THIS PRESS RELEASE IS NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES. This news release does not
constitute an offer to sell or a solicitation of an offer to buy any of the
securities of the Company in the United States. The securities of the Company
have not been and will not be registered under the United States Securities Act
of 1933, as amended (the "U.S. Securities Act") or any state securities laws
and may not be offered or sold within the United States or to U.S. persons
unless registered under the U.S. Securities Act and applicable state securities
laws or an exemption from such registration is available.
END
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