Company Hardman Resources Limited TIDM HNR Headline Allocation of Tullow Shares Released 07:00 05-Jan-07 Number 0345P
RNS Number:0345P Hardman Resources Limited 05 January 2007
STOCK EXCHANGE / MEDIA RELEASE
RELEASE DATE: 5 January 2007
AUSTRALIAN CONTACT: Richard O'Shannassy Hardman Resources Ltd +61 8 9261 7600
LONDON CONTACT: Patrick Handley Brunswick Group +44 207 404 5959
RE: ALLOCATION OF TULLOW SHARES UNDER THE HARDMAN SCHEME OF ARRANGEMENT
PAGES: 2
Hardman Resources Limited ("Hardman") (ASX: HDR; LSE: HNR) today announced the terms of the scale-back that will be applied to the elections for ordinary shares in Tullow Oil plc ("Tullow") ("New Tullow Shares") made by Hardman Shareholders (excluding Tullow) ("Scheme Shareholders") in connection with the Hardman Scheme of Arrangement (the "Scheme").
Valid elections for New Tullow Shares were made by Scheme Shareholders in respect of 614.94 million Hardman shares, which at the exchange ratio of 0.22289 would equate to 137.06 million New Tullow Shares, which is in excess of the maximum of 65 million New Tullow Shares made available for issue. The Share Consideration will therefore be subject to a scale-back as described in the Scheme Explanatory Memorandum.
Elections for New Tullow Shares have been reduced, pro rata with other Scheme Shareholders who have elected to receive Share Consideration, so that the total Share Consideration that will be issued on the Implementation Date, equals 65 million New Tullow Shares (subject to rounding).
As a result of the application of the scale-back, Scheme Shareholders who made valid elections to receive Share Consideration will receive:
• 0.22289 New Tullow Shares per Hardman Share for 47.422771% of the number of Hardman Shares held by them on 2 January 2007 for which they elected to receive Share Consideration (fractional entitlements to a New Tullow Share will be rounded down to the nearest whole number of New Tullow Shares, and all fractional entitlements will be paid in cash); and
• A$2.02 for each of the remainder of the Hardman Shares held by them on 2 January 2007.
For example, a Hardman shareholder who elected on 10,000 Hardman shares for new Tullow Shares will receive 1,056 New Tullow Shares calculated as follows:
10,000 x 47.422771% (rounded down to a whole number)
= 4,742 x 0.22289
= 1,056 New Tullow Shares
For those Scheme Shareholders who elected to receive all Cash Consideration, or who were deemed to have elected to received all Cash Consideration, the consideration they will receive is not affected by the elections made by other Scheme Shareholders or the required scale-back.
The consideration will be despatched to shareholders on or before 10 January.
For further information regarding the terms of the scale-back, please contact the Shareholder Information Line on 1300 302 137 within Australia and +61 3 9415 4093 from outside Australia, or you can contact Hardman at [email protected].
RICHARD O'SHANNASSY Company Secretary
HDR Price at posting:
0.0¢ Sentiment: Buy Disclosure: Held
