Statement re Possible Offer

BowLeven Plc
15 November 2006


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES


15 November 2006


Possible Recommended Offer by BowLeven plc ('BowLeven') for FirstAfrica Oil plc
('FirstAfrica')


BowLeven announces that it has approached the Board of FirstAfrica with the
outline terms of a possible offer for the entire issued and to be issued
ordinary share capital of FirstAfrica (the 'Proposed Offer'). The Board of
FirstAfrica has indicated its support for the principles of the Proposed Offer.
The suspension of FirstAfrica's ordinary shares from trading on AIM was
announced on 9 November 2006 pending clarification of FirstAfrica's financial
position.


BowLeven believes the Proposed Offer offers attractive value for FirstAfrica
shareholders.


BowLeven holds interests in three blocks offshore Cameroon, one of the most
attractive oil and gas exploration areas in West Africa, and has substantial
experience within its management team of developing offshore upstream oil and
gas projects.  There is clear logic in combining the asset portfolios of
BowLeven and FirstAfrica and using BowLeven's existing financial resources and
additional financing to be raised by BowLeven to bring, in particular,
FirstAfrica's East Orovinyare Oil Field offshore Gabon into production.


The Proposed Offer


Subject to the satisfaction or waiver of the pre-conditions set out below, and
on the terms and conditions to be set out in any firm offer announcement,
BowLeven is prepared to make an offer of one BowLeven ordinary share for every
190 ordinary FirstAfrica shares.


The Proposed Offer values the existing issued share capital of FirstAfrica at
approximately £30.2 million based on the closing price of 214.5 pence per
BowLeven share on 14 November 2006.


This represents a premium of 25.4 per cent. to the price of 0.9 pence per
FirstAfrica share at the point the ordinary shares of FirstAfrica were suspended
from trading on AIM on 9 November 2006 and a premium of 21.4 per cent. to the
average closing price of 0.93 pence per FirstAfrica share for the 30 calendar
days ending on 9 November  2006.


Pre-conditions


The pre-conditions to the Proposed Offer include:


  • completion of confirmatory due diligence to the satisfaction of BowLeven;
  • BowLeven raising the appropriate financing for the enlarged group; and
  • the formal recommendation of the Proposed Offer by the FirstAfrica Board.


BowLeven reserves the right to waive, in whole or in part, any of the above
pre-conditions at its discretion.  In the event that BowLeven were to acquire
FirstAfrica it would assume its assets and liabilities at completion.


Other matters


BowLeven also intends to make appropriate offers to the holders of options.


This announcement does not constitute an announcement of a firm intention to
make an offer under Rule 2.5 of the City Code on Takeovers and Mergers (the 
'Code').  Accordingly, there can be no certainty that any offer will ultimately
be made, even if the pre-conditions to the Proposed Offer are satisfied or
waived.


Enquiries to:


BowLeven plc

Kevin Hart, CEO designate                            00 44 777 193 4974

Terry Heneaghan, Executive Chairman                  00 44 131 260 5100



Jefferies International

Richard Kent                                         00 44 207 618 3713



Hoare Govett Limited

Andrew Foster                                        00 44 207 678 8000

John MacGowan

Bertie Whitehead



Maitland

Neil Bennett                                         00 44 207 379 5151



In accordance with Rule 2.10, BowLeven confirms that it has 34,044,925 ordinary
shares of 10p each in issue with ISIN GB00B04PYL99.


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.





Note to Editors:



BowLeven is an African oil and gas group, based in Edinburgh and traded on AIM.
BowLeven holds interests in three blocks offshore Cameroon, one of the most
attractive oil and gas exploration areas in West Africa. BowLeven has operated
in Cameroon since 1999.



Jefferies International Limited ('Jefferies International') which is regulated
in the United Kingdom for the conduct of investment business by the Financial
Services Authority, is acting for BowLeven as financial adviser in connection
with the matters set out herein and no-one else and will not be responsible to
anyone other than BowLeven for providing the protections afforded to customers
of Jefferies International, nor for providing advice in relation to the matters
described herein.



Hoare Govett Limited ('Hoare Govett') which is regulated in the United Kingdom
for the conduct of investment business by the Financial Services Authority, is
acting for BowLeven as corporate broker in connection with the matters set out
herein and no-one else and will not be responsible to anyone other than BowLeven
for providing the protections afforded to customers of Hoare Govett, nor for
providing advice in relation to the matters described herein.





This announcement does not constitute an offer to sell or an invitation to
purchase or subscribe for any securities or the solicitation of an offer to buy
or subscribe for any securities, or any firm intention to make such an offer.


                      This information is provided by RNS
            The company news service from the London Stock Exchange