Offer Unconditional

BowLeven Plc 26 January 2007 Not for release, publication or distribution, in whole or in part, in or into or from the United States, Canada, Australia or Japan 26 January 2007 Recommended Offer by BowLeven plc ('BowLeven') for FirstAfrica Oil plc ('FirstAfrica') Offer Unconditional in all respects The Board of BowLeven announces that, subject to the Admission of New BowLeven Shares to trading on AIM, the Recommended All Share Offer made by Jefferies International Limited on behalf of BowLeven for FirstAfrica has today been declared wholly unconditional. As at 3.00pm on 25 January 2007, valid acceptances had been received in respect of 2,467,520,627 FirstAfrica Shares (representing approximately 92.21 per cent. of FirstAfrica's existing issued share capital). The Board of BowLeven today allotted (conditional upon Admission) an aggregate of 12,986,737 New BowLeven Shares to those holders of FirstAfrica Shares from whom valid acceptances had been received in respect of FirstAfrica Shares by 3.00 p.m. on 25 January 2007. Application for the Admission of those New BowLeven Shares to trading on AIM has been made to the London Stock Exchange. It is expected that Admission of the New BowLeven Shares so allotted to trading on AIM will become effective and that dealings will commence at 8.00 a.m. on 30 January 2007. Prior to the posting of the Offer Document, BowLeven had received irrevocable undertakings from the FirstAfrica Directors that own FirstAfrica Shares and certain other FirstAfrica Shareholders to accept the Offer in respect of, in aggregate, 776,935,971 FirstAfrica Shares representing approximately 29.04 per cent. of the existing issued FirstAfrica Shares. BowLeven has received valid acceptances with respect to all of these irrevocable undertakings. As described in the Offer Document, as BowLeven has received acceptances under the Offer in respect of 90 per cent. or more of the FirstAfrica Shares to which the Offer relates, BowLeven will as soon as practicable give notice to those FirstAfrica Shareholders who have not accepted the Offer informing them that it will compulsorily acquire their FirstAfrica Shares by applying sections 428 to 430F of the Companies Act 1985. As described in the Offer Document, subject to the AIM Rules, BowLeven intends to procure the making of an application by FirstAfrica to the London Stock Exchange for the cancellation of the admission to trading of FirstAfrica Shares on AIM. It is anticipated that cancellation of admission to trading will take effect no earlier than 26 February 2007. The cancellation of admission to trading on AIM of FirstAfrica Shares will significantly reduce the liquidity and marketability of any FirstAfrica Shares not assented to the Offer and their value may be affected in consequence. Settlement of consideration Settlement of the consideration to which FirstAfrica Shareholders are entitled pursuant to the Offer shall be dispatched (or, in the case of FirstAfrica Shareholders holding their FirstAfrica Shares held in uncertificated form, shall be credited through CREST): (i) in the case of FirstAfrica Shareholders who validly accepted the Offer by 3.00 pm on 25 January 2007, on or before 13 February 2007; and (ii) in the case of FirstAfrica Shareholders who validly accept after 3.00 pm on 25 January 2007, within 14 days of the receipt of such acceptances. The Offer remains open for acceptance until further notice. Terms defined in the Offer Document dated 22 December 2006 have the same meaning in this announcement, except that the BowLeven Board now no longer includes Mr Jerry Anthony. ENQUIRIES For further information contact: BowLeven plc Kevin Hart, Chief Executive Officer 00 44 (0)777 193 4974 Jefferies International Richard Kent 00 44 (0)20 7618 3713 Hoare Govett Limited Andrew Foster 00 44 (0)20 7678 8000 Sean Wegerhoff Maitland Neil Bennett 00 44 (0)20 7379 5151 FirstAfrica Oil plc John Bentley, Executive Chairman 00 44 (0)20 7408 7630 N M Rothschild & Sons Limited Neeve Billis 00 44 (0)20 7280 5000 M:Communications Patrick d'Ancona 00 44 (0)20 7153 1547 The BowLeven Directors accept responsibility for the information contained in this announcement. To the best of the knowledge of the BowLeven Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they are taking responsibility is in accordance with the facts and contains no omission likely to affect the import of such information. Jefferies International Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as financial adviser to BowLeven in connection with the Offer and no-one else and will not be responsible to anyone other than BowLeven for providing the protections afforded to customers of Jefferies International Limited or for providing advice in relation to the Offer. Hoare Govett Limited, which is regulated in the United Kingdom for the conduct of investment business by the Financial Services Authority, is acting for BowLeven as Nominated Adviser and corporate broker in connection with the Offer and no-one else and will not be responsible to anyone other than BowLeven for providing the protections afforded to customers of Hoare Govett Limited, nor for providing advice in relation to the matters described herein. N M Rothschild & Sons Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for FirstAfrica in connection with the Offer and no-one else and will not be responsible to anyone other than FirstAfrica for providing the protections afforded to clients of N M Rothschild & Sons Limited or for providing advice in relation to the Offer. This Announcement does not constitute, or form part of, an offer or an invitation to purchase or subscribe for any securities. The Offer is made solely through the Offer Document, the Information Memorandum, an advertisement in a national newspaper in the UK, and the Form of Acceptance. BowLeven has dispatched such documents to FirstAfrica Shareholders (and for information only, to participants (if any) in the FirstAfrica Share Option Scheme and to the holders of warrants under the Warrant Instrument) and has placed such advertisement. The Offer Document and the Form of Acceptance together contain the full terms and conditions of the Offer, including details of how to accept the Offer. Any acceptance or other response to the Offer should be made only on the basis of the information contained within the Offer Document, the Information Memorandum and the Form of Acceptance. The availability of the Offer 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. Further details in relation to overseas shareholders will be contained in the Offer Document. The Offer Document and the Information Memorandum will be made available for public inspection in the United Kingdom. These written materials are not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration under the US Securities Act of 1933 (the 'US Securities Act') or an exemption therefrom. BowLeven has not registered and does not intend to register any of its ordinary shares under the US Securities Act. The New BowLeven Shares will not be offered or sold to the public in the United States. Unless otherwise determined by BowLeven and subject to any dispensation required from the Panel, the Offer will not be made, directly or indirectly, in or into or by the use of the mails of, or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or through any facilities of a national securities exchange of, the United States, Canada, Australia or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction, and the Offer, when made, should not be accepted by any such use, means, instrumentality or facilities or from or within the United States, Canada, Australia or Japan or any such other jurisdiction. Accordingly, copies of this Announcement are not being, and must not be mailed or otherwise forwarded, distributed or sent in, into or from the United States, Canada, Australia or Japan and all persons receiving this Announcement (including nominees, trustees and custodians) must not mail or otherwise forward, distribute or send it in, into or from the United States, Canada, Australia or Japan. Doing so may render invalid any purported acceptance of the Offer. Notwithstanding the foregoing, BowLeven will retain the right to permit the Offer to be accepted and any sale of securities pursuant to the Offer to be completed if, in its sole discretion, it is satisfied that the transaction in question can be undertaken in compliance with applicable law and regulation. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, 'interested' (directly or indirectly) in 1% or more of any class of 'relevant securities' of BowLeven or of FirstAfrica, all 'dealings' in any 'relevant securities' of that company (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the 'offer period' otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an 'interest' in 'relevant securities' of BowLeven or of FirstAfrica, they will be deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant securities' of BowLeven or of FirstAfrica or any of their respective 'associates', must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk . 'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a 'dealing' under Rule 8, you should consult the Panel. This information is provided by RNS The company news service from the London Stock Exchange

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BowLeven (BLVN)
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