Bowleven Regulatory News (BLVN)

23 Nov 2006 07:02

BowLeven Plc23 November 2006 23 November 2006 Not for release, publication or distribution, in whole or in part, in or into or from the United States, Canada, Australia, the Republic of Ireland or Japan Recommended Offer by Jefferies International Limited on behalf of BowLeven plc for FirstAfrica Oil plc Summary of the Offer: • The Boards of BowLeven and FirstAfrica are today pleased to announce that they have reached agreement on the terms of a recommended all share offer to be made by Jefferies International on behalf of BowLeven for the whole of the issued and to be issued share capital of FirstAfrica. • Under the terms of the Offer, FirstAfrica Shareholders will be entitled to receive 1 New BowLeven Share for every 190 FirstAfrica Shares. There will be no cash alternative. • The Offer values the entire existing issued share capital of FirstAfrica at approximately £30.1 million (involving the issue of up to 14,082,602 New BowLeven Shares) and each FirstAfrica Share at approximately 1.13 pence, based on the Closing Price of 213.75 pence per BowLeven Share on 22 November 2006, being the last Business Day prior to the date of this Announcement. • The Offer, based on the Closing Price of 213.75 pence per BowLeven share on 22 November 2006, represents a premium of: - 25.0 per cent. to the Closing Price of 0.9 pence per FirstAfrica Share on 9 November 2006, being the date on which FirstAfrica Shares were suspended from trading on AIM; and - 21.0 per cent. to the average Closing Price of 0.93 pence per FirstAfrica Share for the 30 calendar days ended 9 November 2006. • The BowLeven Directors believe the Offer represents an excellent opportunity for BowLeven in that: - the combination of BowLeven's and FirstAfrica's respective asset portfolios creates a significant, operated and focused West Africa position; - it will diversify BowLeven's single country exposure whilst maintaining regional focus; - BowLeven's management has considerable experience in developing offshore upstream projects to apply to the development of the EOV Field in particular; - BowLeven intends to revise and optimise the field development plan for the EOV Field; - BowLeven's existing financial resources and additional financing can be used to bring the EOV Field into production; - the EOV Field should provide an opportunity for mid/near term cash flow with first oil anticipated in the second half of 2008; and - FirstAfrica's exploration potential augments BowLeven's existing 100 per cent. operated acreage position. • Irrevocable undertakings to accept, or procure acceptance of, the Offer representing approximately 29.0 per cent. of FirstAfrica's existing issued share capital have been received by BowLeven. • It is expected that the Offer Document, the Equivalent Document and the Form of Acceptance will be posted to FirstAfrica Shareholders as soon as practicable and, in any event, within 28 days of this Announcement, except otherwise with the consent of the Panel. • The FirstAfrica Directors, who have been so advised by Rothschild, consider the terms of the Offer to be fair and reasonable. In providing advice to the FirstAfrica Directors, Rothschild has taken into account the FirstAfrica Directors' commercial assessments. Accordingly, the FirstAfrica Directors have unanimously agreed to recommend that all FirstAfrica Shareholders accept the Offer, as each of the FirstAfrica Directors that owns FirstAfrica Shares has irrevocably undertaken to do (or procure to be done) in respect of his own respective beneficial holdings of FirstAfrica Shares (amounting to, in aggregate and when taken together with the holdings of related trusts and close family members of the FirstAfrica Directors, 3,507,369 FirstAfrica Shares, representing approximately 0.13 per cent. of the existing issued share capital of FirstAfrica). • In a separate announcement made today, BowLeven has announced a Placing of 20,863,637 new BowLeven shares to raise approximately £45.9 million (gross of expenses) and that BowLeven has also granted an option to Suntera Resources Limited to subscribe by way of a Private Placing for 5,500,000 new BowLeven Shares to raise approximately £12.1 million (gross of expenses). The option is exercisable, at Suntera's discretion, on 27 November 2006. If not exercised on that date, the option will lapse. The Placing is fully underwritten by Hoare Govett. The Placing and the Private Placing are each conditional on the passing of the requisite resolution to be proposed at an EGM of BowLeven but neither is conditional on the Offer being declared wholly unconditional. • The New BowLeven Shares to be issued pursuant to the Offer represent approximately 29.3 per cent. of the Enlarged Issued Share Capital. • The New BowLeven Shares to be issued pursuant to the Offer represent approximately 18.9 per cent. of the aggregate of the Enlarged Issued Share Capital, the new BowLeven Shares to be issued under the Placing and the new BowLeven Shares to be issued under the Private Placing (assuming exercise by Suntera of its option). • BowLeven has also today agreed the key terms of a loan facility to FirstAfrica of up to US$25 million, subject to agreeing formal documentation, which FirstAfrica can draw down as required, subject to certain constraints, to meet its obligations to existing and new creditors of FirstAfrica. As at 22 November 2006, FirstAfrica had creditors of US$23.2 million. The interest rate on the proposed facilities would be US$ 3 month LIBOR plus 3 per cent. per annum. The proposed facility would be secured on (amongst other things) the shares of the two wholly-owned subsidiaries of FirstAfrica which own the East Orovinyare Block and the Epaemeno Block. • BowLeven holds interests in three blocks offshore Cameroon, West Africa. BowLeven's principal licensed interests are in the Etinde Permit area offshore Cameroon with a 100 per cent. interest in three shallow water blocks: Blocks MLHP-5, MLHP-6 and MLHP-7. As stated in BowLeven's annual report and accounts for the financial year ended 30 June 2006, recoverable hydrocarbon volumes in MLHP-7 are estimated to be 109mmboe of which 33.7mmboe are 2P recoverable reserve and 75.3mmboe are P50 Contingent Resources. • FirstAfrica's principal interests are in two 100 per cent. owned blocks in Gabon: the East Orovinyare Block and the Epaemeno Block. FirstAfrica announced on 15 November 2006 that a reserve audit carried by Netherland, Sewell & Associates on the EOV Field located in the East Orovinyare Block had produced a "best estimate" of unrisked Contingent Resources of 7.4mmbo. FirstAfrica announced on 4 October 2006 that a block assessment report carried out by Exploration Consultants Limited on the Epaemeno Block had identified six prospects in the Epaemeno Block with a total of 228 million barrels of unrisked Prospective Resources (recoverable). Commenting on the Offer, Kevin Hart, Chief Executive Officer of BowLeven, said: "This is an attractive opportunity for BowLeven and fits within the group'sstated strategy of developing a portfolio of energy assets within the WestAfrican region. The combination of Bowleven and FirstAfrica would matchFirstAfrica's development assets with BowLeven's capital resources andmanagement expertise and create benefits for both sets of shareholders." John Bentley, Executive Chairman of FirstAfrica, said: "The Offer provides FirstAfrica Shareholders with an opportunity to achieve apremium to the market value whilst retaining exposure to FirstAfrica's qualityassets through BowLeven." This summary should be read in conjunction with, and is subject to, the fulltext of the attached Announcement. Appendix II to the attached Announcement contains definitions of certainexpressions used in this summary. ENQUIRIES For further information contact: BowLevenKevin Hart, Chief Executive Officer 00 44 777 193 4974Terry Heneaghan, Executive Chairman 00 44 131 260 5100 Jefferies InternationalRichard Kent 00 44 207 618 3713 Hoare Govett LimitedAndrew Foster 00 44 207 678 8000Bertie Whitehead MaitlandNeil Bennett 00 44 207 379 5151Alastair Crabbe FirstAfricaJohn Bentley, Executive Chairman 00 44 20 7408 7630 RothschildNeeve Billis 00 44 207 280 5000 M:CommunicationsStuart Leasor 00 44 20 7153 1527 The Offer Document, the Equivalent Document and the Form of Acceptance will beposted to FirstAfrica Shareholders as soon as practicable and, in any event,within 28 days of this Announcement, except otherwise with the consent of thePanel. The BowLeven Directors accept responsibility for the information contained inthis Announcement other than that relating to the FirstAfrica Group, theFirstAfrica Directors, their immediate families, related trusts and connectedpersons. To the best of the knowledge of the BowLeven Directors (who have takenall reasonable care to ensure that such is the case), the information containedin this Announcement for which they are taking responsibility is in accordancewith the facts and contains no omission likely to affect the import of suchinformation. The FirstAfrica Directors accept responsibility for the information contained inthis Announcement relating to the FirstAfrica Group, themselves and theirimmediate families, related trusts and connected persons. To the best of theknowledge of the FirstAfrica Directors (who have taken all reasonable care toensure that such is the case), the information contained in this Announcementfor which they are taking responsibility is in accordance with the facts andcontains no omission likely to affect the import of such information. Jefferies International, which is authorised and regulated in the United Kingdomby the Financial Services Authority, is acting as financial adviser to BowLevenin connection with the Offer and no-one else and will not be responsible toanyone other than BowLeven for providing the protections afforded to customersof Jefferies International or for providing advice in relation to the Offer. Hoare Govett, which is regulated in the United Kingdom for the conduct ofinvestment business by the Financial Services Authority, is acting for BowLevenas corporate broker in connection with the Offer and no-one else and will not beresponsible to anyone other than BowLeven for providing the protections affordedto customers of Hoare Govett, nor for providing advice in relation to thematters described herein. Rothschild, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting for FirstAfrica in connection with theOffer and no-one else and will not be responsible to anyone other thanFirstAfrica for providing the protections afforded to clients of Rothschild orfor providing advice in relation to the Offer. This Announcement does not constitute, or form part of, an offer or aninvitation to purchase or subscribe for any securities. The Offer will be madesolely by the Offer Document and the Form of Acceptance, which together willcontain the full terms and conditions of the Offer, including details of how theOffer may be accepted. The availability of the Offer to persons who are not resident in the UnitedKingdom may be affected by the laws of their relevant jurisdiction. Such personsshould inform themselves of, and observe, any applicable legal or regulatoryrequirements of their jurisdiction. Further details in relation to overseasshareholders will be contained in the Offer Document. These written materials are not an offer of securities for sale in the UnitedStates. Securities may not be offered or sold in the United States absentregistration under the US Securities Act of 1933 (the "US Securities Act") or anexemption therefrom. BowLeven has not registered and does not intend to registerany of its ordinary shares under the US Securities Act. The New BowLeven Shareswill not be offered or sold to the public in the United States. Unless otherwise determined by BowLeven and subject to any dispensation requiredfrom the Panel, the Offer will not be made, directly or indirectly, in or intoor by the use of the mails of, or by any means or instrumentality (including,without limitation, telephonically or electronically) of interstate or foreigncommerce of, or through any facilities of a national securities exchange of, theUnited States, Canada, Australia or Japan or any other jurisdiction if to do sowould constitute a violation of the relevant laws of such jurisdiction, and theOffer, when made, should not be accepted by any such use, means, instrumentalityor facilities or from or within the United States, Canada, Australia or Japan orany such other jurisdiction. Accordingly, copies of this Announcement are notbeing, and must not be mailed or otherwise forwarded, distributed or sent in,into or from the United States, Canada, Australia or Japan and all personsreceiving this Announcement (including nominees, trustees and custodians) mustnot mail or otherwise forward, distribute or send it in, into or from the UnitedStates, Canada, Australia or Japan. Doing so may render invalid any purportedacceptance of the Offer. Notwithstanding the foregoing, BowLeven will retain theright to permit the Offer to be accepted and any sale of securities pursuant tothe Offer to be completed if, in its sole discretion, it is satisfied that thetransaction in question can be undertaken in compliance with applicable law andregulation. 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 "relevantsecurities" of BowLeven or of FirstAfrica, all "dealings" in any "relevantsecurities" of that company (including by means of an option in respect of, or aderivative referenced to, any such "relevant securities") must be publiclydisclosed by no later than 3.30 pm (London time) on the London business dayfollowing the date of the relevant transaction. This requirement will continueuntil the date on which the offer becomes, or is declared, unconditional as toacceptances, lapses or is otherwise withdrawn or on which the "offer period"otherwise ends. If two or more persons act together pursuant to an agreement orunderstanding, whether formal or informal, to acquire an "interest" in "relevantsecurities" of BowLeven or of FirstAfrica, they will be deemed to be a singleperson for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of BowLeven or of FirstAfrica or any of their respective"associates", must be disclosed by no later than 12.00 noon (London time) on theLondon business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website atwww.thetakeoverpanel.org.uk . "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on thePanel's website. If you are in any doubt as to whether or not you are requiredto disclose a "dealing" under Rule 8, you should consult the Panel. 23 November 2006 Not for release, publication or distribution, in whole or in part, in or into or from the United States, Canada, Australia, the Republic of Ireland or Japan Recommended Offer by Jefferies International Limited on behalf of BowLeven plc for FirstAfrica Oil plc 1. Introduction The Boards of BowLeven and FirstAfrica are today pleased to announce that theyhave reached agreement on the terms of a recommended all share offer to be madeby Jefferies International on behalf of BowLeven for the whole of the issued andto be issued share capital of FirstAfrica. The FirstAfrica Directors unanimouslyintend to recommend the Offer. 2. The Offer The Offer, which will be subject to the conditions and further terms set out, orreferred to, in Appendix I to this Announcement and to be set out in the OfferDocument and in the Form of Acceptance, will be made by Jefferies Internationalon behalf of BowLeven on the following basis: for every 190 FirstAfrica Shares : 1 New BowLeven Share Fractions of New BowLeven Shares will not be allotted or issued to holders ofFirstAfrica Shares who accept the Offer (including such holders who are deemedto accept the Offer) but will be aggregated and sold in the market and theproceeds retained for the benefit of the Enlarged Group. There will be no cash alternative. The Offer values the entire existing issued share capital of FirstAfrica atapproximately £30.1 million (involving the issue of up to 14,082,602 NewBowLeven Shares) and each FirstAfrica Share at approximately 1.13 pence, basedon the Closing Price of 213.75 pence per BowLeven Share on 22 November 2006,being the last Business Day prior to the date of this Announcement. The Offer, based on the Closing Price of 213.75 pence per BowLeven share on 22November 2006, represents a premium of: €25.0 per cent. to the Closing Price of 0.9 pence per FirstAfrica Share on 9 November 2006, being the day on which FirstAfrica Shares were suspended from trading on AIM; and €21.0 per cent. to the average Closing Price of 0.93 pence per FirstAfrica Share for the 30 calendar days ended 9 November 2006. The New BowLeven Shares to be issued pursuant to the Offer representapproximately 29.3 per cent. of the Enlarged Issued Share Capital. Details of the further terms of and conditions to the Offer are set out belowand in Appendix I to this Announcement. 3. Irrevocable undertakings BowLeven has received irrevocable undertakings to accept the Offer from each ofthe FirstAfrica Directors that own FirstAfrica Shares in respect of, inaggregate and when taken together with the holdings of related trusts and closefamily members of the FirstAfrica Directors, 3,507,369 FirstAfrica Shares,representing approximately 0.13 per cent. of the existing issued share capitalof FirstAfrica. These undertakings are conditional upon the issue of the OfferDocument not later than 5.00pm on 31 January 2007 (or such later date as may bemutually agreed) and will cease to be binding only if the Offer lapses or iswithdrawn. BowLeven has also received an irrevocable undertaking to accept the Offer fromEnergem Petroleum Corporation Limited in respect of its entire holding, thatamounts to 91,854,609 FirstAfrica Shares, representing approximately 3.4 percent. of the existing issued share capital of FirstAfrica. This undertaking isconditional upon the issue of the Offer Document not later than 5.00pm on 31January 2007 (or such later date as may be mutually agreed) and will cease to bebinding only if the Offer lapses or is withdrawn. Further, BowLeven has received an irrevocable undertaking to accept the Offerfrom Gulf of Guinea Petroleum Corporation Inc. in respect of its entire holding,that amounts to 681,573,993 FirstAfrica Shares, representing approximately 25.5per cent. of the existing issued share capital of FirstAfrica. This undertakingis conditional upon the issue of the Offer Document not later than 5.00pm on 31January 2007 (or such later date as may be mutually agreed) and will cease to bebinding only if the Offer lapses or is withdrawn. Energem Petroleum Corporation Limited and Gulf of Guinea Petroleum CorporationInc. are both subsidiaries of Energem Resources Inc. Accordingly, BowLeven has received irrevocable undertakings to accept the Offerin respect of, in aggregate, 776,935,971 FirstAfrica Shares representingapproximately 29.0 per cent. of the existing issued share capital ofFirstAfrica, as at 22 November 2006, being the last Business Day prior to thedate of this Announcement. 4. Background to and reasons for the Offer On 15 November 2006, the Company announced that it had approached the Board ofFirstAfrica with the outline terms of a possible offer for the entire issued andto be issued share capital of FirstAfrica. The Offer represents an opportunity for BowLeven to expand its presence in theWest Africa region. FirstAfrica offers access to a new area in the regionthrough the wholly-owned EOV Field, a planned oil development offshore Gabon,and the wholly-owned prospective Epaemeno Block, an onshore Gabon explorationblock. The combination of an oil field development and a prospective explorationarea in a new country in the region represents, in the BowLeven Board's view, abalanced opportunity to expand BowLeven's business. In addition, combining the asset portfolios of BowLeven and FirstAfrica meansthat BowLeven's existing financial resources and additional financing proposedto be raised by BowLeven can be used to bring the EOV Field into production in atimely and effective manner. The BowLeven Board believes that the present planof production of the EOV Field, using an FPSO, is potentially sub-optimal.BowLeven is considering revising the field development plan to incorporate apipeline from the EOV Field to the existing processing facilities in nearbyfields. The result of this potential revision to the field development plan is thatfirst oil from the EOV Field will be delayed until the middle of 2008, duringwhich time the necessary infrastructure and completion work are proposed to beundertaken on the field. The BowLeven Directors believe that the revised fielddevelopment plan will potentially transform the economic potential of the EOVField due to the significantly lower operational costs involved in producing oilthrough a pipeline as against using an FPSO. In addition, BowLeven has the GlobalSantaFe rig, Adriatic VI, under contract todrill four wells, starting in early 2007. It is BowLeven's intention that thefirst two of these wells will be drilled in BowLeven's existing acreage andBowLeven is examining the possibility of drilling the remaining two wells inFirstAfrica's acreage, which would accelerate the exploration of that acreage. 5. Information on BowLeven BowLeven is an African oil and gas group, based in Edinburgh and traded on AIM.BowLeven holds interests in three blocks offshore Cameroon, West Africa,considered by the BowLeven Board to be one of the most attractive oil and gasexploration areas in West Africa. BowLeven has operated in Cameroon since 1999.BowLeven's principal licensed interests are in the Etinde Permit area offshoreCameroon, near to the hydrocarbon-bearing regions of the West African coastincluding offshore Nigeria, Equatorial Guinea and Angola. BowLeven, through itswholly-owned subsidiary EurOil Limited, has a 100 per cent. interest in threeshallow water blocks; namely Blocks MLHP-5, MLHP-6 and MLHP-7. In total,BowLeven has approximately 2,300 square kilometres of exploration acreage. Theseassets are located across the Rio del Rey and the Douala basins. Since the end of 2004, BowLeven has acquired over 1,600 square kilometres of 3Dseismic data in the Etinde Permit, with the most recent survey completed in July2006. As stated in BowLeven's annual report and accounts for the financial yearended 30 June 2006, recoverable hydrocarbon volumes in MLHP-7 are estimated tobe 109mmboe of which 33.7mmboe are 2P recoverable reserves and 75.3mmboe are P50Contingent Resources. BowLeven is assessing the potential of a 150MWgas-to-electricity project with the Cameroon government using the productionfrom MLHP-7. As set out in the preliminary results for the year ended 30 June 2006, releasedon 2 November 2006, BowLeven has concentrated on its stated plans and objectivesat the time of admission of BowLeven Shares to trading on AIM, which were to: - implement a gas-to-electricity business plan for block MLHP-7, to produce gas/condensate reserves, with the support of the Cameroon authorities; - establish a plan to monetise additional existing recoverable hydrocarbon reserves and contingent resources within Block MLHP-7; - acquire and interpret 3D seismic over Blocks MLHP-5 and MLHP-6, and identify attractive drilling prospects; - secure one or more industry joint venture partners; - assess the additional exploration potential of the Etinde Permit; - prepare to drill four wells in early 2007; and - strengthen the BowLeven Board composition and management team. BowLeven believes that progress has been made on all fronts. In particular: - EurOil Limited is actively engaged with the Cameroon authorities in negotiating a production-sharing contract for block MLHP-7, as a prelude to development of its recoverable hydrocarbon reserves; - EurOil Limited is also in active discussions with Societe Nationale des Hydrocarbures and certain other operators as regards the possible establishment of a Cameroon national gas-gathering system, with a hub at Limbe, which is onshore at Block MLHP-7; - the acquisition and processing of 3D seismic over Blocks MLHP-5 and MLHP-6 has been completed, and interpretation of the data is at an advanced stage. Several leads and plays have been identified and drilling prospects are being worked up; - early in 2006, the Company conducted a preliminary exercise in connection with the possible farm-out of some of its equity in Blocks MLHP-5 and MLHP-6. Although there was significant industry interest, the BowLeven Directors decided, for a variety of reasons, not to farm-out at that time. BowLeven continues to evaluate its farm-out needs and opportunities; - a rig has been secured for a four-well drilling programme in early 2007, and drilling locations are currently being finalised; and - the BowLeven Board has already been enhanced with the appointment of Kevin Hart as Chief Executive Officer and will be further enhanced with the appointments of Ronnie Hanna as non-executive Chairman and Caroline Cook as a non-executive director with effect from the AGM to be held on 6 December 2006. Two further non-executive directors are being actively sought. 6. Information on FirstAfrica FirstAfrica is an African oil and gas group, based in London and traded on AIMsince 8 February 2005. The suspension of FirstAfrica's ordinary shares fromtrading on AIM was announced on 9 November 2006 pending clarification ofFirstAfrica's financial position. FirstAfrica has a 100 per cent. interest in one onshore block and one offshoreblock in Gabon, West Africa. The offshore block contains the EOV Field, an oildiscovery that FirstAfrica is seeking to develop. FirstAfrica announced on 15November 2006 that a reserve audit carried by Netherland, Sewell & Associates onthe EOV Field had produced a "best estimate" of unrisked Contingent Resources inrespect of the EOV Field of 7.4mmbo. This "best estimate" was given asContingent Resources as, due to time limitations, Netherland, Sewell &Associates did not develop a full economic model. FirstAfrica reported gross assets of approximately $184.9million as at 31 May2006 and reported a loss of approximately $16.2million for the nine months ended30 November 2005. East Orovinyare Block and EOV Field The East Orovinyare offshore discovery area (in which the EOV Field is situated)was explored by Marathon Oil Corporation in 1998 and appraised in 1999 with twofurther wells. Marathon Oil Corporation then relinquished the area and GGPCGabon (EOV) Limited, a wholly-owned subsidiary of FirstAfrica, signed a PSC withthe Gabon Government for the East Orovinyare Block in February 2004. The EOVField is located six miles offshore Gabon in 65 feet of water and theexploration permit covers an area of 105 square kilometres. The "best estimate"of unrisked Contingent Resources in respect of the EOV Field is 7.4mmbo. The East Orovinyare PSC has an effective date of 16 February 2004 and is validfor 10 years with the option to extend the contract over two subsequentfive-year periods. The PSC allows the Gabon Government to back-in up to a 7.5per cent. interest on first oil from the EOV Field. The PSC allows for costrecovery of up to 75 per cent. of net production. FirstAfrica had a field development plan in respect of the EOV Field approved bythe Gabon Government on 8 December 2005. FirstAfrica drilled four wells on theEOV Field between April and September 2006. The development plan involvedunmanned well head structures tied back to an FPSO. In addition to the discovered EOV Field within the East Orovinyare Block, thereis also an exploration area over which 3D seismic has been obtained andanalysed. Epaemeno Block The Epaemeno Block (formerly known as JT2000) is FirstAfrica's 100 per cent.owned onshore Gabon exploration block which lies to the north of Shell's recentdiscoveries in the Awoun Block. Exploration Consultants Limited published itsEpaemeno block assessment report on 24 January 2006, which identified sixprospects in the Epaemeno block with a total of 228 million barrels of unriskedProspective Resources (recoverable). 7. Board, management and employees The members of the BowLeven Board will continue to be responsible for theirrespective functions in the Enlarged Group. The BowLeven Board has given assurances to the FirstAfrica Board that theexisting employment rights, including pension rights, of all employees ofFirstAfrica will be fully safeguarded. 8. Loan facility BowLeven has also today agreed the key terms of a loan facility to FirstAfricaof up to US$25 million, subject to agreeing formal documentation, whichFirstAfrica can draw down as required, subject to certain constraints, to meetits obligations to existing and new creditors of FirstAfrica. As at 22 November2006, FirstAfrica had creditors of US$23.2 million. The interest rate on theproposed facilities would be US$ 3 month LIBOR plus 3 per cent. per annum. Theproposed facility would be secured on (amongst other things) the shares of thetwo wholly-owned subsidiaries of FirstAfrica which own the East Orovinyare Blockand the Epaemeno Block. 9. Current trading for BowLeven On 2 November 2006, BowLeven made the following statement in its preliminaryresults announcement for the year ended 30 June 2006: "Despite the drilling of two unsuccessful wells in 2005, the stated hydrocarbonasset base of the Group has not materially changed since the listing ofBowLeven's shares on AIM two years ago. The potential to exploit theserecoverable reserves and contingent resources remains intact, and I am confidentthat the management team will do so. The exploration potential of the Etinde Permit remains; blocks MLHP-5 and 6 havethe potential for discovery of substantial hydrocarbon reserves and resources,with consequent benefits for shareholder value. The Board and management team have been strengthened and this team has theundoubted potential to drive the Company forward to success." Since the announcement of the preliminary results and save as otherwise statedin this Announcement, there has been no change to the outlook of BowLeven. 10. Placing and option In a separate announcement made today, BowLeven has announced a Placing of20,863,637 new BowLeven shares to raise approximately £45.9 million (gross ofexpenses) and that BowLeven has also granted an option to Suntera ResourcesLimited to subscribe by way of a Private Placing for 5,500,000 new BowLevenShares to raise approximately £12.1 million (gross of expenses). The option isexercisable, at Suntera's discretion, on 27 November 2006. If not exercised onthat date, the option will lapse. The Placing is fully underwritten by HoareGovett. The Placing and the Private Placing are each conditional on the passingof the requisite resolution to be proposed at an EGM of BowLeven but neither isconditional on the Offer being declared wholly unconditional. The monies raised will fund the possible revised field development plan of theEnlarged Group and to provide funds for further exploration activities and forworking capital purposes. Of the up to £58 million being raised, the Companyanticipates that the majority will be used to finance the possible revised EOVField development plan, which includes the construction of a pipeline and thenecessary ancillary infrastructure and completion work. The New BowLeven Shares to be issued pursuant to the Offer representapproximately 18.9 per cent. of the aggregate of the Enlarged Issued ShareCapital, the new BowLeven Shares to be issued under the Placing and the newBowLeven Shares to be issued under the Private Placing (assuming exercise bySuntera of its option). Further details of the resolution required to be passed to implement the Placingand the Private Placing will be set out in the Notice of EGM. 11. Consents and meeting The Offer is conditional upon, amongst other things, the passing by BowLevenshareholders of the resolution to be proposed at an EGM. BowLeven's shareholderswill be asked for authority to increase the authorised share capital of BowLevento the extent necessary to implement the Offer and to grant the requisiteallotment authority to the BowLeven Directors. The BowLeven Directors will be unanimously recommending all BowLevenshareholders to vote in favour of the resolution to be proposed at the EGM asthey intend to do so in respect of their own aggregate beneficial shareholdingscomprising, in aggregate and when taken together with the holdings of relatedtrusts and close family members of the BowLeven Directors, 2,335,212 BowLevenShares, representing approximately 6.9 per cent. of BowLeven's existing issuedshare capital. The Notice of EGM will be sent to BowLeven's shareholders in due course. 12. Recommendation of the FirstAfrica Board The FirstAfrica Directors believe that the Offer represents an opportunity toachieve a premium to the market value whilst retaining exposure to FirstAfrica'sassets. The FirstAfrica Directors, having been so advised by Rothschild, consider theterms of the Offer to be fair and reasonable. In providing advice to theFirstAfrica Directors, Rothschild has taken into account the commercialassessments of the FirstAfrica Directors. Accordingly, the FirstAfrica Directors unanimously recommend all FirstAfricaShareholders accept the Offer, as each of the FirstAfrica Directors that ownsFirstAfrica Shares has irrevocably undertaken to do (or procure to be done) inrespect of their own respective beneficial holdings of FirstAfrica Sharesamounting, in aggregate and when taken together with the holdings of relatedtrusts and close family members of the FirstAfrica Directors, to 3,507,369FirstAfrica Shares, representing approximately 0.13 per cent. of the existingissued share capital FirstAfrica. 13. FirstAfrica Share Option Scheme Appropriate proposals will be made to members of the FirstAfrica Share OptionScheme. 14. Disclosure of interests in FirstAfrica Jerry Anthony, a BowLeven Director, holds 24,280 FirstAfrica Shares. Save as disclosed above, neither BowLeven, nor any director of BowLeven, nor sofar as BowLeven is aware any person acting in concert with BowLeven, owns orcontrols any FirstAfrica Shares or holds any option to acquire any FirstAfricaShares or has entered into any derivative referenced to FirstAfrica Shares("Relevant FirstAfrica Securities") which remains outstanding, nor does any suchperson have any arrangement in relation to FirstAfrica Shares. For thesepurposes, "arrangement" includes any indemnity or option arrangement, anyagreement or understanding, formal or informal, of whatever nature, relating toRelevant FirstAfrica Securities which may be an inducement to deal or refrainfrom dealing in such securities. 15. Further details of the Offer The FirstAfrica Shares will be acquired under the Offer fully paid and free fromall liens, equities, charges, encumbrances and other interests and together withall rights attaching to them after the date of the Offer, including the right toreceive all dividends (if any) declared, made or paid thereafter. The New BowLeven Shares issued pursuant to the Offer will rank pari passu withthe existing BowLeven Shares, including in respect of all dividends made, paidor declared from the time they are issued and allotted. The Offer will be subject to the conditions and further terms set out inAppendix I to this Announcement and to be set out in the Offer Document and inthe Form of Acceptance, including approval of certain matters by BowLevenShareholders and Admission. 16. Admission to trading on AIM and dealings in New BowLeven Shares It is BowLeven's intention that, following the Offer becoming or being declaredunconditional in all respects (save only for Admission), BowLeven will apply forthe New BowLeven Shares to be admitted to trading on AIM. It is expected thatAdmission will become effective and that dealings will commence in the NewBowLeven Shares as soon as is practicable, in accordance with the AIM Rules,after the Offer becomes or is declared unconditional in all respects (save onlyfor Admission). 17. Compulsory acquisition and de-listing BowLeven intends, assuming it becomes so entitled, to use the procedures set outin sections 428 to 430F (inclusive) of the Act to acquire compulsorily anyremaining FirstAfrica Shares following the Offer becoming or being declaredunconditional in all respects. When the Offer becomes or is declaredunconditional in all respects, BowLeven intends to procure the making of anapplication by FirstAfrica to the London Stock Exchange for the cancellation ofthe admission to trading of FirstAfrica Shares on AIM. It is anticipated thatcancellation of admission to trading will take effect no earlier than 20business days after the Offer becomes or is declared unconditional in allrespects. The cancellation of admission to trading on AIM of FirstAfrica Shareswill significantly reduce the liquidity and marketability of any FirstAfricaShares not assented to the Offer and their value may be affected in consequence. 18. BowLeven and FirstAfrica issued share capital In accordance with Rule 2.10 of the City Code, BowLeven confirms that it has34,044,925 BowLeven Shares in issue. The International Securities IdentificationNumber for BowLeven is ISIN GB00B04PYL99. If they each proceed, the Offer, the Placing and the Private Placing wouldtogether result in a further 40,446,239 BowLeven Shares being issued, giving atotal of 74,491,164 BowLeven Shares then in issue. In accordance with Rule 2.10 of the City Code, FirstAfrica confirms that it has2,675,694,302 Shares in issue. The International Securities IdentificationNumber for FirstAfrica is ISIN GB00B020KB82. 19. General The Offer Document, the Equivalent Document and the Form of Acceptance will beposted to FirstAfrica Shareholders as soon as practicable and, in any event,within 28 days of this Announcement, except otherwise with the consent of thePanel, other than (with any dispensation required from the Panel) to certainoverseas FirstAfrica Shareholders. The full terms of and conditions to the Offerwill be set out in the Offer Document and Form of Acceptance. In decidingwhether or not to accept the Offer, FirstAfrica Shareholders should rely solelyon the information contained in, and follow the procedures described in, theOffer Document and Form of Acceptance. The availability of the Offer to persons who are not resident in the UnitedKingdom may be affected by the laws of their relevant jurisdiction. Such personsshould inform themselves of, and observe, any applicable legal or regulatoryrequirements of their jurisdiction. Further details in relation to overseasshareholders will be contained in the Offer Document. These written materials are not an offer of securities for sale in the UnitedStates. Securities may not be offered or sold in the United States absentregistration under the US Securities Act of 1933 (the "US Securities Act") or anexemption therefrom. BowLeven has not registered and does not intend to registerany of its ordinary shares under the US Securities Act. The ordinary shares willnot be offered or sold to the public in the United States. Unless otherwise determined by BowLeven and subject to any dispensation requiredfrom the Panel, the Offer will not be made, directly or indirectly, in or intoor by the use of the mails of, or by any means or instrumentality (including,without limitation, telephonically or electronically) of interstate or foreigncommerce of, or through any facilities of a national securities exchange of, theUnited States, Canada, Australia or Japan or any other jurisdiction if to do sowould constitute a violation of the relevant laws of such jurisdiction, and theOffer, when made, should not be accepted by any such use, means, instrumentalityor facilities or from or within the United States, Canada, Australia or Japan orany such other jurisdiction. Accordingly, copies of this Announcement are notbeing, and must not be mailed or otherwise forwarded, distributed or sent in,into or from the United States, Canada, Australia or Japan and all personsreceiving this Announcement (including nominees, trustees and custodians) mustnot mail or otherwise forward, distribute or send it in, into or from the UnitedStates, Canada, Australia or Japan. Doing so may render invalid any purportedacceptance of the Offer. Notwithstanding the foregoing, BowLeven will retain theright to permit the Offer to be accepted and any sale of securities pursuant tothe Offer to be completed if, in its sole discretion, it is satisfied that thetransaction in question can be undertaken in compliance with applicable law andregulation. This Announcement does not constitute, or form part of, an offer or aninvitation to purchase or subscribe for any securities. The Offer will be madesolely by the Offer Document and the Form of Acceptance, which will contain thefull terms of and conditions to the Offer, including details of how the Offermay be accepted. ENQUIRIES For further information contact: BowLevenKevin Hart, Chief Executive Officer 00 44 777 193 4974Terry Heneaghan, Executive Chairman 00 44 131 260 5100 Jefferies InternationalRichard Kent 00 44 207 618 3713 Hoare Govett LimitedAndrew Foster 00 44 207 678 8000Bertie Whitehead MaitlandNeil Bennett 00 44 207 379 5151Alastair Crabbe FirstAfricaJohn Bentley, Executive Chairman 00 44 20 7408 7630 RothschildNeeve Billis 00 44 207 280 5000 M:CommunicationsStuart Leasor 00 44 20 7153 1527 Jefferies International, which is authorised and regulated in the United Kingdomby the Financial Services Authority, is acting as financial adviser to BowLevenin connection with the Offer and no-one else and will not be responsible toanyone other than BowLeven for providing the protections afforded to customersof Jefferies International or for providing advice in relation to the Offer. Hoare Govett, which is regulated in the United Kingdom for the conduct ofinvestment business by the Financial Services Authority, is acting for BowLevenas corporate broker in connection with the Offer and no-one else and will not beresponsible to anyone other than BowLeven for providing the protections affordedto customers of Hoare Govett, nor for providing advice in relation to thematters described herein. Rothschild, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting for FirstAfrica in connection with theOffer and no-one else and will not be responsible to anyone other thanFirstAfrica for providing the protections afforded to clients of Rothschild orfor providing advice in relation to the Offer. APPENDIX I Part A: Conditions of the Offer The Offer will be subject to the following conditions: 1. valid acceptances being received (and not, where permitted, withdrawn) by not later than 1.00pm on the first closing date of the Offer (or such later time(s) and/or date(s) as BowLeven may, with the consent of the Panel or in accordance with the rules of the City Code, decide) in respect of not less than90 per cent., (or such lesser percentage as BowLeven may decide) of theFirstAfrica Shares to which the Offer relates, provided that this condition willnot be satisfied unless BowLeven, together with any member of the BowLeven Groupshall have acquired or agreed to acquire, whether pursuant to the Offer orotherwise, FirstAfrica Shares carrying in aggregate more than 50 per cent., ofthe voting rights then normally exercisable at a general meeting of FirstAfrica,including for this purpose, to the extent (if any) required by the Panel, anysuch voting rights attaching to (or which would, if issued, attach to)FirstAfrica Shares which are unconditionally allotted or issued before the Offerbecomes or is declared unconditional as to acceptances whether pursuant to theexercise of any outstanding conversion or subscription rights or otherwise. Forthe purpose of this condition; (i), the expression "FirstAfrica Shares to whichthe Offer relates" shall be construed in accordance with sections 428 to 430F(inclusive) of the Companies Act; (ii) shares which have been unconditionallyallotted but not issued shall be deemed to have the voting rights which theywill carry upon issue; and (iii) valid acceptances shall be deemed to have beenreceived in respect of any FirstAfrica Shares that BowLeven (and itssubsidiaries) are, pursuant to section 429(8) of the Act, treated as having beenacquired or contracted to be acquired by BowLeven by virtue of acceptances ofthe Offer; 2. the London Stock Exchange announcing its decision to admit to trading on AIMthe New BowLeven Shares (subject only to the allotment of such shares) and such Admission becoming effective in accordance with the AIM Rules; 3. the passing at the EGM (or any adjournment thereof) of any BowLeven Shareholder resolution or resolutions which may be necessary to approve, effectand implement or authorise the implementation of the Offer including such resolutions as may be necessary to increase the authorised share capital of BowLeven and to grant the BowLeven Directors authority to allot the New BowLevenShares; 4. without limitation to the conditions set out below, BowLeven not having discovered or otherwise become aware prior to the date when the Offer would otherwise have become or been declared unconditional that the Office of Fair Trading intends, or is reasonably likely, to refer the Acquisition, or anymatters arising therefrom, to the Competition Commission pursuant to theEnterprise Act 2002; 5. no central bank government or governmental, quasi-governmental, supranational, statutory or regulatory or investigative body, court, trade agency, professional body, association, authority (including any nationalanti-trust or merger control authority), institution or professional orenvironmental body or other person or body in any jurisdiction (each a "RelevantAuthority") having, prior to the date when the Offer would otherwise have becomeor been declared unconditional in all respects, having decided to take,institute, implement or threaten any action, suit, proceeding, investigation,enquiry or reference, or having enacted, made or proposed any statute,regulation, order or decision, or required any action to be taken or informationto be provided or having taken any other step which would or might reasonably beexpected to: (i) make the Offer or its implementation or the acquisition orproposed acquisition by BowLeven or any member of the BowLeven Group of any orall of the FirstAfrica Shares or of control or management of FirstAfrica or anymember of the FirstAfrica Group by BowLeven or any member of the BowLeven Group,void, illegal or unenforceable under the laws of any jurisdiction or, directlyor indirectly, materially restrain, prevent, prohibit, restrict, delay orotherwise materially interfere in the implementation of or impose additionalmaterial conditions or obligations with respect to, or otherwise challenge, theOffer or the acquisition or proposed acquisition of FirstAfrica or the WiderFirstAfrica Group by BowLeven or any member of the BowLeven Group, or itsimplementation or any acquisition of any FirstAfrica Shares by BowLeven; (ii) result, directly or indirectly, in a limitation or materialdelay in the ability of BowLeven, any member of the Wider BowLeven Group or anymember of the Wider FirstAfrica Group to acquire or to hold or to exerciseeffectively, directly or indirectly, all or any rights of ownership in respectof shares, securities or loans or other securities convertible into shares (orthe equivalent) in, or to exercise voting or management control over, any memberof the Wider FirstAfrica Group; (iii) require, prevent, restrict or materially delay thedivestiture or alter the terms of, or envisaged for any proposed divestiture byany member of the Wider BowLeven Group or by any member of the Wider FirstAfricaGroup of all or any part of their respective businesses, assets or properties orimpose any limitation on the ability of any of them to conduct all or anyportion of their respective businesses or to own or control all or any portionof their respective assets (including shares or other securities (or theequivalent) in FirstAfrica or any other member of the Wider FirstAfrica Group)or properties or any part thereof in each case in a manner or to an extent whichis material in the context of the Wider BowLeven Group taken as a whole and/orthe Wider FirstAfrica Group taken as a whole (as the case may be); (iv) require, prevent or delay the divestiture by any member of theBowLeven Group of any FirstAfrica Shares or other securities in FirstAfrica; (v) save other than pursuant to the Offer or Part XIIIA of theCompanies Act, require any member of the Wider FirstAfrica Group or the WiderBowLeven Group to acquire or to offer to acquire directly or indirectly anyshares or other securities or indebtedness (or the equivalent) owned by anythird party in any member of the Wider FirstAfrica Group (other thanFirstAfrica) or to sell or offer to sell any shares or other securities (or theequivalent); (vi) limit the ability of the Wider BowLeven Group or of any memberof the Wider BowLeven Group to conduct or integrate or co-ordinate its business,or any part of it, with the businesses or any part of the businesses of theWider FirstAfrica Group or of any member of the Wider FirstAfrica Group in amanner which is material in the context of the Wider BowLeven Group or the WiderFirstAfrica Group (as the case may be) taken as a whole; (vii) result in any member of the Wider BowLeven Group or any memberof the Wider FirstAfrica Group ceasing to be able to carry on business under anyname which it presently does so which is material in the context of the WiderBowLeven Group or the Wider FirstAfrica Group (as the case may be) taken as awhole; or (viii) materially and adversely affect the business, assets, profits,liabilities, financial or trading position or prospects or value of any memberof the Wider FirstAfrica Group or any member of the Wider BowLeven Group, and all applicable waiting and other time periods during which any RelevantAuthority could decide to take, institute, implement or threaten any suchaction, suit, proceedings, investigation, enquiry or reference under the laws ofany relevant jurisdiction having expired, lapsed or been terminated; 6. all necessary notifications and filings having been made in respect of the Offer and all authorisation, orders, recognitions, grants, consents, licences, confirmations, consents, clearances, certificates, permissions and approvals ("Authorisations") necessary for or in respect of the Offer or the acquisition or proposed acquisition of any shares or other securities in or control or management of FirstAfrica or any other member of the Wider FirstAfrica Group by BowLeven or the carrying on by any member of the Wider FirstAfrica Group of its business having been obtained in terms and in a form reasonably satisfactory to BowLeven from all Relevant Authorities and/or (where relevant and without prejudice to the foregoing) from any person or bodies with whom any member of the Wider FirstAfrica Group or BowLeven Group has entered into contractual arrangements and such Authorisations together with all Authorisations necessary to carry on the business of each member of the Wider FirstAfrica Group remainingin full force and effect and there being no intimation or notice of any intention to revoke, suspend, restrict, modify or not renew any of them (in eachcase where the absence of such Authorisations might have a material adverse effect on the Wider FirstAfrica Group taken as a whole) and in relation thereto all necessary statutory or regulatory obligations in connection with the Offer in any jurisdiction having been complied with; 7. all notifications, applications and filings which are necessary having been made, all appropriate waiting and other time periods (including extensions of such waiting and other time periods) under any applicable legislation or regulation of any relevant jurisdiction having expired, lapsed or been terminated (as appropriate) and all necessary statutory or regulatory obligations in any jurisdiction having been complied with in each case inconnection with the Offer or the acquisition or proposed acquisition of anyshares or other securities in, or control of, FirstAfrica or any member of theWider FirstAfrica Group by any member of the Wider BowLeven Group where, in eachcase, the absence of such compliance might have a material and adverse affect onthe business of any member of the Wider BowLeven Group or the Wider FirstAfricaGroup; 8. save as Disclosed: (i) no member of the Wider FirstAfrica Group having declared,paid or made or proposed the declaration, paying or making of any dividend,bonus or other distribution (whether payable in cash or otherwise) in respect ofany of its share capital (other than distributions to FirstAfrica by anywholly-owned subsidiaries of FirstAfrica); (ii) no member of the Wider FirstAfrica Group having (save asbetween FirstAfrica and wholly-owned subsidiaries of FirstAfrica or betweenwholly-owned subsidiaries of FirstAfrica ("intra-FirstAfrica Grouptransactions") or upon any exercise of options granted before the date of thisAnnouncement under the FirstAfrica Share Option Scheme) issued, or authorised orproposed or announced its intention to issue, authorise or propose, the issue orgrant of, additional shares of any-class or securities convertible into orexchangeable for or rights, warrants or options to subscribe for or acquire anysuch shares or securities or redeemed, repaid, purchased or reduced any part ofits share capital; (iii) no member of the Wider FirstAfrica Group having issued,authorised or proposed the issue of, or make any change in or to, any debenturesor, save in the ordinary course of business, incurred or increased anyindebtedness or liability (actual or contingent) of an aggregate amount which ismaterial in the context of the FirstAfrica Group taken as a whole; (iv) there having been no adverse change in the business, assets,financial or trading position or profits or prospects or value of any member ofthe Wider FirstAfrica Group which in any such case is material in the context ofthe Wider FirstAfrica Group taken as a whole; (v) save for intra FirstAfrica Group transactions, no member ofthe Wider FirstAfrica Group having merged with any body corporate, partnershipor business or acquired or disposed of or transferred, mortgaged or charged orcreated any security interest over (in either case otherwise than in theordinary course of trading) any assets or any right, title or interest in anyassets (including shares in subsidiaries, associates and trade investments) ormade any change in its share or loan capital, or authorised or proposed orannounced any intention to propose any of the foregoing which in any case ismaterial in the context of the Wider FirstAfrica Group taken as a whole; (vi) no litigation or arbitration proceedings, prosecution or otherlegal proceedings having been instituted or threatened or announced or remainingoutstanding by, against or in respect of any member of the Wider FirstAfricaGroup (whether as plaintiff or defendant or otherwise) and no enquiry orinvestigations by or complaint or reference to any Authority against or inrespect of any member of the Wider FirstAfrica Group having been threatened,announced or instituted or remaining outstanding against or in respect of anymember of the Wider FirstAfrica Group in each case to an extent which is, ormight reasonably be expected to be material in the context of the WiderFirstAfrica Group taken as a whole; (vii) no member of the Wider FirstAfrica Group having entered into,varied or authorised any contract, transaction, arrangement or commitment(whether in respect of capital expenditure or otherwise material) which is notin the ordinary course of business or is of a long-term, onerous or unusualnature or which involves or could involve an obligation or restriction of anature or magnitude which is material in the context of the Wider FirstAfricaGroup taken as a whole; (viii) save in the ordinary course of business) no member of the WiderFirstAfrica Group having mortgaged, charged, encumbered or created any othersecurity interest over the whole or any part of the business, property or assetsof any such member which in any case is material in the context of the WiderFirstAfrica Group taken as a whole; (ix) no member of the Wider FirstAfrica Group having entered intoor made any offer (which remains open for acceptance) to enter into or announcedits intention to enter into or varied the terms of any contract, agreement orarrangement with any of the FirstAfrica Directors or permitted a variation inthe terms or rules governing the FirstAfrica Share Option Scheme; (x) no member of the Wider FirstAfrica Group having taken anycorporate action for its winding-up, dissolution or authorisation or for theappointment of a receiver, administrator, administrative receiver or similarofficer or had any such person appointed or been unable or admitted in writingthat it is unable to pay its debts or having stopped or suspended (or threatenedto stop or suspend) payment of its debts generally or ceased or threatened tocease carrying on all or substantial part of any of its business; (xi) no member of the Wider FirstAfrica Group having made anyalteration to its memorandum or articles of association which is material in thecontext of the Offer; (xii) no member of the Wider FirstAfrica Group having waived orcompromised any claim which is material in the context of the Wider FirstAfricaGroup taken as a whole; (xiii) no member of the Wider FirstAfrica Group having implemented,authorised, proposed or announced its intention to implement, authorise orpropose any reconstruction, amalgamation, scheme, commitment or othertransaction or arrangement other than in the ordinary course of business whichis material in the context of the Offer; (xiv) no member of the Wider FirstAfrica Group having made or agreedor consented to any significant change to the terms of the trust deedsconstituting the pension schemes established for its directors and/or employeesand/or their dependents or to the benefits which accrue, or to the pensionswhich are payable, thereunder, or to the basis on which qualification for oraccrual or entitlement to such benefits or pensions are calculated or determinedor to the basis upon which the liabilities (including pensions) of such pensionschemes are funded or made, or agreed or consented to any change to the trusteesinvolving the appointment of a trust corporation and which in any such case ismaterial in the context of the Wider FirstAfrica Group taken as a whole; (xv) no contingent or other liability having arisen or becomeapparent to BowLeven, which might reasonably be expected to have a materialadverse effect on the Wider FirstAfrica Group taken as a whole; (xvi) no steps having been taken which are likely to result in thewithdrawal, cancellation, termination or modification of any material licence orpermit held by any member of the Wider FirstAfrica Group which is necessary forthe proper carrying on of the business of the Wider FirstAfrica Group taken as awhole; (xvii) the rights, liabilities, obligations or interests of any memberof the Wider FirstAfrica Group in, or the business of any such member with, anyperson, firm or body (or any arrangement or arrangements relating to any suchinterest or business) being terminated, adversely modified or affected; (xviii) the value of any member of the Wider FirstAfrica Group or itsfinancial or trading position or prospects being prejudiced or adverselyaffected; (xix) any member of the Wider FirstAfrica Group ceasing to be able tocarry on business under any name under which it presently does so; and (xx) no member of the Wider FirstAfrica Group having passed anyresolution in general meeting to sanction, approve, or implement any such issue,merger, demerger, acquisition, disposal, change, transaction, contract orcommitment as is referred to in this paragraph 8; 9. save as Disclosed, there being no provision of any arrangement, agreement,lease, licence, permit or other instrument to which any member of the WiderFirstAfrica Group is a party or by or to which any such member or any of itsassets is or may be bound, entitled or subject and which, in consequence of themaking of the Offer or the acquisition or proposed acquisition by BowLeven orany member of the Wider BowLeven Group of FirstAfrica Shares or change incontrol or management of any member of the Wider FirstAfrica Group could resultin (to an extent which is material in the context of the Wider FirstAfrica Grouptaken as a whole): (i) any monies borrowed by or other indebtedness or liabilities(actual or contingent) of, or grant available to any member of the WiderFirstAfrica Group becoming repayable or capable of being declared repayableimmediately or prior to their or its stated maturity or repayment date in suchagreement, arrangement, lease, licence, permit or instrument or the ability ofany such member to borrow monies or to incur any indebtedness being withdrawn orinhibited or being withdrawn or materially inhibited; (ii) the creation or enforcement of any mortgage, charge or othersecurity interest having occurred or arisen over the whole or any part of thebusiness, property, assets or interests of any member of the Wider FirstAfricaGroup or any such mortgage, charge or other security (whenever arising or havingarisen) becoming enforceable; (iii) any such arrangement, agreement, lease, licence, permit orother instrument, or the rights, liabilities, obligations or interests of anymember of the Wider FirstAfrica Group thereunder, being, terminated or adverselymodified or affected or any adverse action being taken or any onerous obligationor liability thereunder; (iv) any assets, property or interests of the Wider FirstAfricaGroup being or falling to be disposed of or charged or ceasing to be availableto any member of the Wider FirstAfrica Group or any right arising under whichany such asset or interest could be required to be disposed of or charged, orcould cease to be available to any member of the Wider FirstAfrica Groupotherwise than in the ordinary course of business; (v) the rights, liabilities, obligations, mortgage, charge orother interests of any member of the Wider FirstAfrica Group under any sucharrangement, agreement, lease, licence, permit or other instrument in or withany person, firm or body, or the business of any member of the Wider FirstAfricaGroup with any person firm or body (or any arrangements relating to suchinterest a business), being terminated, or adversely modified or affected; (vi) the creation of any liability, actual or contingent, by anymember of the Wider FirstAfrica Group otherwise than in the ordinary course ofbusiness; or (vii) any change in or effect on the ownership or use of anyintellectual property rights owned or used by members of the Wider FirstAfricaGroup; and (viii) no event having occurred which, under any provision of anyagreement, arrangement, lease, licence, permit or other instrument to which anymember of the Wider FirstAfrica Group is party or by or to which any such memberor any of its assets may be bound, entitled or subject, is reasonably likely toresult in any of the events or circumstances as are referred to insub-paragraphs (i) to (vii) of this paragraph 9; 10. BowLeven not having discovered: (i) that any financial or business or other informationconcerning the Wider FirstAfrica Group which has been disclosed at any time byor on behalf of any member of the FirstAfrica Group whether publicly or to anymember of the BowLeven Group is materially misleading, contains a materialmisrepresentation of fact or omits to state a fact necessary to make theinformation contained therein not materially misleading (and such informationhas not been subsequently corrected) or that any contingent liability disclosedin such information would or might materially and adversely affect directly orindirectly the business, assets, financial position, profits or prospects if theWider FirstAfrica Group; (ii) that any member of the Wider FirstAfrica Group, orpartnership, company or other entity in which any member of the WiderFirstAfrica Group has a significant economic interest and which is not asubsidiary undertaking of FirstAfrica is subject to any liability, contingent orotherwise, which is or might reasonably be expected to be material in thecontext of the Wider FirstAfrica Group taken as a whole and which has not beenDisclosed; (iii) that any information exists which materially affects (in thecontext of the Wider FirstAfrica Group taken as a whole) the import of anyinformation disclosed at any time by or on behalf of any member of the WiderFirstAfrica Group which is material in the context of the Wider FirstAfricaGroup taken as a whole and which has not been Disclosed; or (iv) save as Disclosed that circumstances exist which will resultin any actual or contingent material liability of any member of the WiderFirstAfrica Group under any applicable legislation to impose, or modify existingor install new plant, machinery or equipment or to carry out any changes in theprocesses currently carried out, which is material in the context of the widerFirstAfrica Group taken as a whole; and 11. BowLeven not having discovered that, save as Disclosed: (i) any past or present member of the Wider FirstAfrica Grouphas not complied with any applicable legislation or regulations of any relevantjurisdiction with regard to the use, treatment, handling, storage, transport,release, disposal, discharge, spillage, leak or emission of any waste orhazardous substance or any substance likely to impair the environment or harmhuman health, or otherwise relating to environmental matters or the health andsafety of any person, animal or creature, or that there has otherwise been anysuch use, treatment, handling, storage, transport, release, disposal, discharge,spillage, leak or emission (whether or not this constituted a non-compliance byany person with any legislation or regulations and wherever the same may havetaken place) which, in any case, would be likely to give rise to any liability(whether actual or contingent, civil or criminal) or cost on the part of anymember of the Wider FirstAfrica Group which in any case is material in thecontext of the Wider FirstAfrica Group taken as a whole; or (ii) there is, or is likely to be, any liability, whether actualor contingent, to make good, alter, improve, repair, reinstate, clean up orotherwise assume responsibility for any property now or previously owned,occupied, made use of or in respect of which a guarantee or other similarobligation has been assumed by any past or present member of the WiderFirstAfrica Group or any other property or clean up any controlled waters orother pollution caused by its occupation or control of any such property underany environmental legislation, regulation, notice, circular, order or otherlawful requirement of any relevant authority or third party or otherwise whichin any such case is material in the context of the Wider FirstAfrica Group takenas a whole. Subject to the requirements of the Panel, BowLeven reserves the right (but shallbe under no obligation) to waive, in whole or in part, all or any of the aboveconditions apart from the conditions set out in paragraphs 1 to 3 (inclusive). Conditions set out in paragraphs 4 to 11 (inclusive) must be fulfilled or waivedor, where appropriate, have been determined by BowLeven to be or to remainsatisfied by midnight on the 21st day after the later of the first closing dateof the Offer and the date on which the condition set out in paragraph 1 isfulfilled (or in each such case such later date as the Panel may agree).BowLeven shall be under no obligation to waive or treat as satisfied any of theconditions set out in paragraphs 4 to 11 (inclusive) by a date earlier than thelatest date specified above for the satisfaction thereof, notwithstanding thatthe other conditions of the Offer may at such earlier date have been waived orfulfilled and that there are at such earlier date no circumstances indicatingthat any of such conditions may not be capable of fulfilment. If BowLeven isrequired by the Panel to make an offer for FirstAfrica Shares under theprovisions of Rule 9 of the City Code, BowLeven may make such alterations to anyof the above conditions as are necessary to comply with the provisions of thatRule. The Offer will lapse if the Acquisition is referred to the CompetitionCommission before 1.00pm on the first closing date of the Offer or before 1.00pmon the date on which the Offer becomes or is declared unconditional as toacceptances, whichever is the later. If the Offer lapses, the Offer will ceaseto be capable of further acceptance and persons accepting the Offer and BowLeven(and to the extent relevant, Jefferies International) shall thereupon cease tobe bound by acceptances delivered on or before the date on which the Offer solapses. Part B: Certain further terms of the Offer The formal offer by BowLeven will be subject to the terms and conditions as setout in this Appendix I and as will be set out in the Offer Document and (in thecase of FirstAfrica Shares held in certificated form) in the Form of Acceptancewhich will accompany the Offer Document or as may be necessary in order tocomply with the City Code. Except with the consent of the Panel, the Offer will lapse unless all theconditions relating to the Offer have been fulfilled or (if capable of waiver)waived, or, where appropriate, have been determined by BowLeven to be, andcontinue to be, satisfied by midnight on the date which is 60 days after theposting of the Offer Document or by midnight on the date which is 21 days afterthe date on which the Offer becomes unconditional as to acceptances, whicheveris the later, or such later date as BowLeven, with the consent of the Panel, maydecide. If the Offer lapses, it will cease to be capable of further acceptance andaccepting FirstAfrica Shareholders, BowLeven and Jefferies International willcease to be bound by the Forms of Acceptance submitted before the time the Offerlapses. The Offer will extend to all FirstAfrica Shares whilst the Offer remains openfor acceptance. The Offer will comply with the applicable rules and regulations of the UnitedKingdom and the provisions of the City Code. The Offer and any acceptances underit are governed by English law and are subject to the jurisdiction of the courtsof England and Wales. FirstAfrica Shares will be acquired under the Offer fully paid and free from allliens, equities, charges, encumbrances, rights of pre-emption and any otherinterests and together with all rights attaching thereto, including the rightsto receive and retain all dividends or other distributions declared, paid ofmade on or after the date of the Offer. The New BowLeven Shares issued pursuant to the Offer will rank pari passu withthe existing BowLeven Shares, including in respect of all dividends made, paidor declared from the time they are issued and allotted. Overseas Shareholders The availability of the Offer to persons not resident in the United Kingdom maybe affected by the laws of the relevant jurisdictions and/or prohibited by thelaws of the relevant overseas jurisdictions. Persons who are not resident in theUnited Kingdom should inform themselves about and observe any applicablerequirements in any other jurisdiction. It is the responsibility of any personnot resident in the United Kingdom wishing to accept the Offer to satisfyhimself as to the full observance of the laws of the relevant jurisdiction inconnection therewith, including the obtaining of any governmental, exchangecontrol or other consents which may be required, compliance with otherformalities needing to be observed and the payment of any issue, transfer orother taxes due in such jurisdiction. Any such person will be responsible forpayment of any issue, transfer or other taxes, duties or other requisite payment(s) due in such jurisdiction(s) by whomsoever payable, and BowLeven (and anyperson acting on its behalf) shall be entitled to be fully indemnified and heldharmless by such person for any issue, transfer or other taxes or duties orother requisite payments as BowLeven or any person acting on behalf of BowLevenmay be required to pay in respect of the Offer insofar as they relate to suchpersons. This Announcement is not an offer of securities in or into the United States,Australia, Canada, the Republic of Ireland or Japan. Unless otherwise determinedby BowLeven and subject to any dispensation required from the Panel, the Offerwill not be made (and accordingly copies of this Announcement and the OfferDocument may not be sent), directly or indirectly, in or into, or by use of themails of, or by any means or instrumentality of interstate or foreign commerceof, or any facilities of a national, local or other securities exchange of, theUnited States, Australia, Canada, the Republic of Ireland or Japan, and, subjectto certain exceptions, the Offer will not be capable of acceptance by any suchuse, means or instrumentality or facilities or from or within the United States,Australia, Canada, the Republic of Ireland or Japan. APPENDIX II Definitions In this Announcement, the following terms and expressions have the followingmeanings unless the context requires otherwise: "2P" or "P50" the sum of Proved Reserves plus Probable Reserves. There is deemed to be at least a 50 per cent. probability that quantities actually recovered will equal or exceed this estimate "Acquisition" the proposed acquisition of FirstAfrica by BowLeven to be effected by means of the Offer "Admission" admission of the New BowLeven Shares to trading on AIM becoming effective in accordance with the AIM Rules and references to "Admission becoming effective" shall be construed as references to the announcement of the decision of the London Stock Exchange in accordance with Rule 6 of the AIM Rules (and similar expressions shall be construed accordingly) "AGM" Annual General Meeting "AIM" the AIM market operated by the London Stock Exchange "AIM Rules" the AIM Rules for Companies published by the London Stock Exchange and those of its other rules which govern the admission to trading on and the regulations of AIM "Announcement" this announcement made in accordance with Rule 2.5 of the City Code that the BowLeven Board and the FirstAfrica Board have reached agreement on the terms of the Offer "Australia" the Commonwealth of Australia, its states, territories and all areas subject to its jurisdiction or any political subdivision of it "BowLeven" BowLeven plc "BowLeven Directors" the directors of BowLeven being Terry Heneaghan, Kevin Hart, John Morrow, Chief Ndieb-Nso Tabetando, John Brown, Jerry Anthony, Peter Wilson, Dr. A. Easton Wren, and Steve Lowdenor "BowLeven Board" "BowLeven Group" BowLeven and any subsidiary undertaking or holding company of BowLeven, and any subsidiary undertaking of any such holding company for the time being "BowLeven Shares" ordinary shares of 10p each in the capital of BowLeven "Business Day" a day (other than a Saturday or Sunday) on which clearing banks are generally open for usual business in the City of London "Cameroon" the Republic of Cameroon, its provinces and territories and all areas subject to its jurisdiction or any political subdivision of it "Canada" Canada, its provinces and territories and all areas subject to its jurisdiction or any political subdivision of it "certificated" or a share or other security which is not in uncertificated form (that is, not in CREST)"in certificatedform" "City Code" The City Code on Takeovers and Mergers "Closing Price" the middle market quotation for the relevant share on the close of trading on the Daily Official List on the relevant date "Contingent those quantities of petroleum which are estimated, onResources" a given date, to be potentially recoverable from known accumulations but which are not considered to be commercially recoverable "Companies Act" the Companies Act 1985, as amended "CREST" the relevant system (as defined in the CREST Regulations) in respect of which CRESTCo Limited is the Operator (as defined in the Regulations) "CREST Regulations" the Uncertificated Securities Regulations 2001 (SI2001/3755), as amended "Daily Official the Daily Official List of the London Stock ExchangeList" "Disclosed" (i) expressly disclosed in any public announcement made by FirstAfrica via an RIS prior to the date of this Announcement; (ii) expressly disclosed in FirstAfrica's annual report and accounts for the year ended 30 November 2005; (iii) expressly disclosed in FirstAfrica's interim report and accounts for the six months ended 31 May 2006; or (iv) expressly disclosed in writing by or on behalf of FirstAfrica to BowLeven prior to the date of this Announcement in connection with the Offer "East Orovinyare the East Orovinyare Field Exploitation Permit,Block" offshore Gabon "EGM" or the extraordinary general meeting of BowLeven, to be"Extraordinary convened in due course, or any adjournment thereofGeneral Meeting""Enlarged Group" the BowLeven Group immediately after the Offer becomes or is declared unconditional in all respects, including the FirstAfrica Group "Enlarged Issued the issued ordinary share capital of BowLeven asShare Capital" enlarged by the issue of the New BowLeven Shares (assuming full acceptance of the Offer and without taking into account any shares to be issued on the exercise of options under the FirstAfrica Share Option Scheme and/or options over BowLeven Shares and /or in the Placing and/or in the Private Placing) "EOV Field" the oil discovery within the East Orovinyare exploration area, offshore Gabon "Epaemeno Block" the Epaemeno Onshore Exploration Permit, onshore Gabon "Equivalent the document containing equivalent information toDocument" that of a prospectus for the purposes of the Rule 1.2.2R(2) of the Prospectus Rules to be issued in relation to the New BowLeven Shares for which application for Admission will be made "FirstAfrica" FirstAfrica Oil plc "FirstAfrica the directors of FirstAfrica being John Bentley,Directors" or Brian Menell, Gordon Hall, Anthony Marsh, Robert"FirstAfrica Board" Rainey and Matthew Sutcliffe "FirstAfrica Group" FirstAfrica and any subsidiary undertaking or holding company of FirstAfrica, and any subsidiary undertaking of any such holding company for the time being "FirstAfrica holders of FirstAfrica SharesShareholders" "FirstAfrica Share the unapproved FirstAfrica share option schemeOption Scheme" operated by FirstAfrica and any other scheme adopted by FirstAfrica with the consent of BowLeven "FirstAfrica Shares" the existing unconditionally allotted or issued and fully paid ordinary shares of 0.1p each in the capital of FirstAfrica and any further such shares which may be issued or unconditionally allotted prior to the time and date on which the Offer closes or by such earlier date and time as BowLeven may, subject to the City Code, decide "Form of Acceptance" the form of acceptance and authority relating to the Offer and accompanying the Offer Document "FPSO" a floating, production, storage and offloading vessel "FSA" the Financial Services Authority, acting in its capacity as competent authority in the United Kingdom pursuant to Part VI of FSMA "FSMA" Financial Services and Markets Act 2000 (as amended) "Hoare Govett" Hoare Govett Limited, BowLeven's corporate broker '"Gabon'" means the Gabonese Republic, its provinces and territories and all areas subject to its jurisdiction or any political subdivision of it "Gabon Government" the Government of the Gabonese Republic "Japan" Japan, its provinces and territories and all areas subject to its jurisdiction or any political subdivision of it "Jefferies Jefferies International Limited, BowLeven's financialInternational" adviser LIBOR London Interbank Offered Rate "London Stock London Stock Exchange plcExchange" "mmbo" million barrels of oil "mmboe" million barrels of oil equivalent "New BowLeven new BowLeven Shares to be issued by BowLeven pursuantShares" to the Offer "Notice of EGM" the notice of EGM to be sent to shareholders of BowLeven convening a shareholder meeting to propose a special resolution the passing of which will be required to implement each of the Offer, the Placing and the Private Placing "Offer" or the proposed recommended all share offer to be made"Recommended Offer" by Jefferies International on behalf of BowLeven, on the terms and subject to the conditions set out in the Offer Document and the Form of Acceptance, to acquire all of the FirstAfrica Shares (including, where the context so requires, any subsequent revision, variation, extension or renewal of such offer) "Offer Document" the document proposed to be posted to FirstAfrica Shareholders as soon as soon as practicable and, in any event, within 28 days of this Announcement, except otherwise with the consent of the Panel, containing, amongst other things, the Offer "Panel" or "Takeover The Panel on Takeovers and MergersPanel" "Placing" the proposed conditional placing of 20,863,637 new BowLeven Shares by Hoare Govett to raise approximately £45.9 million (gross of expenses) for BowLeven "Private Placing" the proposed conditional private placing of 5,500,000 new BowLeven Shares with Suntera Resources Limited by BowLeven to raise approximately £12.1 million (gross of expenses) for BowLeven "Probable Reserves" those reserves that are unproved, but given available technical evidence are more likely than not to be produced under current economic, operating and regulatory conditions. There is deemed to be at least a 50 per cent. probability that quantities actually recovered will equal or exceed the sum of this estimate and the Proved Reserves "Prospective those quantities of petroleum which are estimated, onResources" a given date, to be potentially recoverable from undiscovered accumulations "Prospectus Rules" the rules made by the FSA pursuant to section 84(1) of FSMA for the purposes of Part VI of FSMA in relation to offers of securities to the public "Proved Reserves" those quantities of petroleum that can be estimated with reasonable certainty to be commercially recoverable, under current economic, operating and regulatory conditions. There is deemed to be at least a 90 per cent. probability that quantities actually recovered will equal or exceed this estimate "PSC" production sharing contract "Republic of the Republic of Ireland, its provinces andIreland" territories and all areas subject to its jurisdiction or any political subdivision of it "RIS" a Regulatory Information Service approved by the London Stock Exchange plc for the distribution to the public of AIM announcements and included within the list maintained on the London Stock Exchange's website at www.londonstockexchange.com "Rothschild" N M Rothschild & Sons Limited, FirstAfrica's Financial Adviser "subsidiary shall be construed in accordance with the Companiesundertaking", Act"associatedundertaking","undertaking", or"parent undertaking" "substantial a direct or indirect interest in 20 per cent. or moreinterest" of the equity share capital of an undertaking "UK" or "United the United Kingdom of Great Britain and NorthernKingdom" Ireland "UK Listing the Financial Services Authority acting in itsAuthority" capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000 "uncertificated" recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which, by virtue of the Regulations, may be transferred by means of CRESTor "inuncertificated form" "United States" the United States of America, its territories and possessions, all areas subject to its jurisdiction or any political subdivision thereof, any state of the United States of America and the District of Columbia "Wider BowLeven BowLeven and its subsidiary undertakings, associatedGroup" undertakings and any other undertaking in which BowLeven and such undertakings (aggregating their interests) have a substantial interest "Wider FirstAfrica FirstAfrica and its subsidiary undertakings,Group" associated undertakings and any other undertakings in which FirstAfrica and such undertakings (aggregating their interests) have a substantial interest All times referred to in this document are London times. This information is provided by RNS The company news service from the London Stock Exchange