Talisman Energy Inc.
18 November 2005
FOR IMMEDIATE RELEASE
18 November 2005
Not for release, publication or distribution in or into the United States,
Canada, Australia or Japan
Recommended cash offer
by Goldman Sachs International
on behalf of
Talisman Energy Resources Limited
a wholly-owned subsidiary of
Talisman Energy Inc.
Paladin Resources plc
OFFER DECLARED WHOLLY UNCONDITIONAL
Talisman Resources announces that all of the conditions of the Offer have now
been satisfied or waived and, accordingly, the Offer has been declared wholly
Dr. Jim Buckee, President and Chief Executive Officer of Talisman, said:
'We now own or have received acceptances representing 73.26 per cent. of
Paladin's existing issued share capital and we are pleased to declare the Offer
'The acquisition process has run efficiently and quickly. Our priorities now
are to ensure smooth continuity of operations and to integrate Paladin's assets
into Talisman's portfolio so that we can realise the full potential of the
combined businesses. I would like to take this opportunity to welcome Paladin's
staff into the Talisman community.'
The Offer, including the Loan Note Alternatives, will remain open for acceptance
until further notice. Paladin Shareholders who wish to accept the Offer but
have not yet done so are strongly encouraged to return their completed Form of
Acceptance as soon as possible or, in the case of Paladin Shares held in
uncertificated form, to send a TTE Instruction in accordance with the prescribed
procedure for acceptance of the Offer.
Settlement will be effected on or before 2 December 2005 for Paladin
Shareholders who have already validly accepted the Offer. Settlement for
Paladin Shareholders who validly accept the Offer from today onwards will be
effected within 14 days of receipt of their valid acceptance.
Talisman Resources intends, as soon as practicable once sufficient acceptances
have been received, to procure the making of an application by Paladin to the
FSA for the cancellation of the listing of Paladin Shares on the Official List
and to the London Stock Exchange for the cancellation of trading of Paladin
Appropriate proposals will be made to holders of options under the Paladin Share
Schemes in due course.
As at 1.00 p.m. on 18 November 2005, being the first closing date of the Offer,
valid acceptances of the Offer had been received in respect of 200,074,682
Paladin Shares, representing approximately 58.30% per cent. of Paladin's
existing issued share capital. None of these acceptances were received from
persons acting in concert with Talisman Resources.
The acceptances referred to above include acceptances in respect of 25,283,840
Paladin Shares subject to irrevocable undertakings to accept the Offer given
prior to the announcement of the Offer on 20 October 2005, representing
approximately 7.37 per cent. of Paladin's existing issued share capital, and
33,720,419 Paladin Shares acquired by Talisman Resources since the Offer was
made on 28 October 2005, representing approximately 9.83 per cent. of Paladin's
existing issued share capital.
On 27 October 2005, Talisman Resources purchased, in aggregate, 51,343,000
Paladin Shares, representing approximately 14.96 per cent. of Paladin's existing
issued share capital.
Accordingly, as at 1.00 p.m. on 18 November 2005, Talisman Resources had
acquired or had received valid acceptances of the Offer in respect of a total of
251,417,682 Paladin Shares, representing approximately 73.26 per cent. of
Paladin's existing issued share capital.
Save as disclosed in this announcement, neither Talisman Resources nor Talisman
nor any person deemed to be acting in concert with Talisman Resources or
Talisman for the purposes of the Offer held any Paladin Shares or any rights
over any Paladin Shares prior to the Offer Period, and neither Talisman
Resources nor Talisman nor any person deemed to be acting in concert with
Talisman Resources or Talisman for the purposes of the Offer has acquired or
(other than pursuant to the Offer) agreed to acquire any Paladin Shares or any
rights over any Paladin Shares since the commencement of the Offer Period.
Neither Talisman Resources nor Talisman nor any person deemed to be acting in
concert with Talisman Resources or Talisman for the purposes of the Offer has
borrowed or lent or agreed to borrow or lend any Paladin Shares.
Terms defined in the document which was posted to Paladin Shareholders on 28
October 2005 (the 'Offer Document') shall have the same meaning in this
For further information contact:
Jackie Sheppard +1 403 237 1183
David Mann +1 403 237 1196
Chris LeGallais +1 403 237 1957
Julian Metherell +44 (0)20 7774 1000
Nigel Robinson +44 (0)20 7774 1000
Goldman Sachs International, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting as financial adviser and
corporate broker to Talisman and Talisman Resources in connection with the Offer
and no one else and will not be responsible to anyone other than Talisman and
Talisman Resources for providing the protections afforded to customers of
Goldman Sachs International or for providing advice in relation to the Offer.
This announcement does not constitute, or form part of, any offer, or any
solicitation of any offer, for Paladin Shares. Any acceptance or other response
to the Offer should be made only on the basis of information referred to in the
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 are contained in the Offer Document.
Unless otherwise determined by Talisman Resources, the Offer is not being made,
directly or indirectly, in or into or by use of the mails of, or by any means of
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 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 persons receiving this announcement (including, without
limitation, 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, Talisman Resources retains 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.
This information is provided by RNS
The company news service from the London Stock Exchange