CLARIFICATION OF PREVIOUS PRESS RELEASE PUBLISHED TODAY AT 09.45 AM CET
Lambros Overseas S.A., OJSC Alliance Group and Alliance Oil Company Ltd., 31 October 2013, at 19.30 CET
For immediate publication
THIS PRESS RELEASE IS NOT AND MUST NOT, DIRECTLY OR INDIRECTLY, BE DISTRIBUTED OR MADE PUBLIC IN AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR SOUTH AFRICA. THE TRANSACTION IS NOT BEING MADE TO PERSONS IN THOSE JURISDICTIONS OR ELSEWHERE WHERE THEIR PARTICIPATION REQUIRES FURTHER OFFER DOCUMENTS, FILINGS OR OTHER MEASURES.
Clarification regarding Alliance Group’s potential acquisition of Alliance Oil Company by way of amalgamation
The Boards of Directors of Lambros Overseas S.A. and OJSC Alliance Group (together “Alliance Group”) and Alliance Oil Company Ltd. (“AOC”) hereby clarifies that the press release announced today, 31 October 2013 at 9.45 am CET regarding Alliance Group’s potential acquisition of AOC (the “Press Release”), is not a cash offer subject to NASDAQ OMX Stockholm Takeover Rules (Sw. NASDAQ OMX Stockholms regler rörande offentliga uppköpserbjudanden på aktiemarknaden) or Stock Market (Takeover Bids) Act (Sw. lagen (2006:451) om offentliga uppköpserbjudanden på aktiemarknaden).
The potential acquisition is rather proposed to be implemented by way of a so called amalgamation against cash payment under Bermuda law, which requires approval by the Special General Meeting of AOC (the “SGM”). The threshold for approval at the SGM is at least 75 per cent. of the votes cast at the SGM for which the required quorum is two persons at least holding or representing by proxy more than one third of the issued shares in AOC. Alliance Group intends to vote for its shares at the SGM.
For further information, please be referred to the persons below as well as the Press Release and the information memorandum which will be available on the AOC’s website on Monday 4 November 2013.
Alliance Group
Magomed A. Galaev, Advisor to the CEO Phone: +7 495-212-2288
Andrei Roumyantsev, Chief of PR Department Phone. +7 495-745-5810
Morgan Stanley
Gergely Voros, Managing Director Phone: +7 495 287-2280
E-mail: Gergely.Voros@morganstanley.com
Adrian Doyle, Managing Director Phone: +44 20 7425-7491
E-mail: Adrian.Doyle@morganstanley.com
AOC
Eric Forss, Chairman of the Board Phone + 46 8 611 49 90
BofA Merrill Lynch
Thomas Westin, Managing Director Phone: +46 8 459 12 80
E-mail: Thomas.Westin@baml.com
Carnegie
Lars-Erik Sjöberg, Head of Investment Banking Sweden Phone: +46 8 5886 85 00
E-mail: Lars-Erik.Sjoberg@carnegie.se
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