Further re Offer to Nelson
LUKOIL Overseas Holding Ltd. (LUKOIL) announces that it has entered into agreements with Central Asian Industrial Holdings N.V., Energy Investments International Ltd., Cott Holdings Group Ltd. and Center Finance Ltd. (collectively, the Shareholders), as a result of which LUKOIL may be considered to have beneficially acquired ownership of an aggregate of 584,643,162 common shares (Subject Shares) of Nelson Resources Limited (Nelson), understood to be approximately 66.3% of the issued and outstanding common shares (Shares) of Nelson.
The Subject Shares include an aggregate of 566,393,162 issued and outstanding Shares (understood to be approximately 65.6% of the issued and outstanding Shares) and 18,250,000 Shares issuable upon the exercise of options held by principals of the Shareholders. Pursuant to the agreements, each Shareholder has agreed to vote in favour of, and/or tender in acceptance, its Subject Shares in respect of a scheme of arrangement or amalgamation, merger, consolidation or other business combination or a take-over bid or tender offer, pursuant to which LUKOIL, directly or indirectly, will seek to acquire all of the issued and outstanding Shares of Nelson for a cash price per Share equal to the quotient of: US$2,000,000,000 divided by the sum of the number of issued and outstanding Shares and the number of Shares of Nelson issuable pursuant to in-the-money options and other rights to acquire Shares. In addition, pursuant to the agreements and subject to the conditions set forth in the agreements, LUKOIL has the right to acquire the Subject Shares for that same price per Share and the Shareholders have the right to require LUKOIL to acquire the Subject Shares for that same price per Share.
LUKOIL had no prior interest in securities of Nelson and does not act jointly with any other person in this regard. LUKOIL has entered into the agreements referred to above with the intention of pursuing a scheme of arrangement or amalgamation, merger, consolidation or other business combination or a take-over bid or tender offer, pursuant to which LUKOIL, directly or indirectly, will seek to acquire all of the issued and outstanding Shares. Such intention may be varied as circumstances arise, including the discontinuance of any such pursuit, a non-exercise of the rights of acquisition described above and/or the disposition by LUKOIL of all or a portion of its interests in the securities.