Exhibit 99.2
Second Supplementary Bidder’s Statement for the Offer by Magellan Petroleum Corporation (ARBN
117 452 454) to acquire all the Shares it does not already own in Magellan Petroleum Australia
Limited (ACN 009 728 581) — 24 February 2006
LETTER FROM THE CHAIRMAN OF MAGELLAN PETROLEUM CORPORATION
Dear MPAL Shareholder,
“Accept Magellan’s FINAL offer NOW
.....do not delay on this unique opportunity”
Offer declared UNCONDITIONAL (other than 90% and ASX conditions1)
I am pleased to be writing to you once again in connection with our Offer to acquire MPAL Shares,
as more fully detailed in the Original and the Supplementary Bidder’s Statements previously sent to
you.
We are now able to advise you that on 23 February in the United States, the Magellan Shareholders
provided the necessary approvals for the Offer and, accordingly, that condition of the Offer has
been satisfied.
Following this approval the Board of Directors of Magellan determined that:
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The Offer is final. |
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Other than the 90% and ASX quotation conditions1, the Offer is unconditional. |
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The Offer Period has been extended by 8 days. |
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Payment of the Offer Consideration will be fast-tracked2. |
By declaring the Offer FINAL and UNCONDITIONAL (other than the 90% and ASX conditions),
under Australian law we cannot now increase it, so there is no benefit in delaying your acceptance.
Our Offer is 7.5 Magellan Shares and A$1.00 cash for every 10 MPAL Shares. The market value of the
Offer is:
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A$2.08,
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based on volume weighted average price3 (“VWAP”) of Magellan Shares
in the period from 23 December 2005 to 22 February 2006, which is also the latest closing
price4 of Magellan Shares on 22 February 2006, |
reflecting a significant premium to benchmarks as shown below:
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OFFER PREMIUM |
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on VWAP and Closing Price |
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A$1.46
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latest closing price for MPAL Shares
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% |
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A$1.35
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closing price of MPAL on the Offer
Announcement Date
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A$1.27
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the book value of MPAL’s net assets
at 30 June 2005
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64 |
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Our Offer also compares favourably to A$1.65, being the MPAL Independent Expert’s ‘preferred’
assessment of the notional intrinsic value of MPAL less an adjustment of A$0.41 per MPAL Share to
account for the full value of the possible loss of uncontracted Mereenie gas sales after 2009....a
premium of 26%.
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The liquidity in Magellan’s share trading on NASDAQ is significantly greater than MPAL’s liquidity
on the Australian Stock Exchange. In the last 12 months, the number of Magellan Shares traded (3.3
million per week, on average) was 23 times greater than the trading in MPAL (144,000 per week, on
average).
This is a unique and not-to-be-missed opportunity for you as an MPAL Shareholder to receive
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an attractive premium to the market value of your MPAL Shares, |
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and |
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higher liquidity for your investment. |
Attaining 90% is a key remaining condition. Once Magellan is able to declare the Offer free of the two
remaining conditions1 accepting shareholders will be paid promptly. To assist in
achieving this you should accept now.
To provide shareholders with extra time to send in their acceptances, we have extended our Offer
closing date by eight days. It is important that you send your Acceptance Form in sufficient time
to reach Magellan’s share registry by 9 March, the Conditions Notice date for the
Offer5.
We have enclosed another Acceptance Form and a reply paid envelope for your convenience.
Shareholders should read all the documentation mailed to them since the announcement of the Offer,
and should seek their own professional advice, if required. If you have any questions please call
the Shareholder Information Line on 1300 551 398 (within Australia) or +61 3 9415 4303 (from
outside Australia).
Yours sincerely
Walter McCann
Chairman
Footnotes
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Conditions (d) and (e) as shown at Clause 7.1 of Appendix A of the Original Bidder’s
Statement. |
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Payments will be made approximately 5 business days after the date the Offer becomes
unconditional to those MPAL Shareholders who have validly accepted by that date, or
approximately 10 business days after valid acceptance received to those MPAL Shareholders who
accept after that date and before the Offer close date. |
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Magellan VWAP in period 23 December to 22 February was
US$1.95 — source Bloomberg, The
offer ratio 0.75, currency exchange 0.738, plus A$0.10 cash, are applied to determine the
A$2.08 benchmark offer consideration. |
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Magellan shares in the period 23 December to 22 February traded in the range of US$1.61 to
US$2.32, closing at US$1.95 on 22 February 2006. |
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The revised Offer closing date is 17 March (unless extended as permitted under the
Corporations Act). |
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This document is a supplementary bidder’s statement, dated 24 February 2006, given pursuant to
Division 4 of Part 6.5 of the Corporations Act 2001 in compliance with the requirements of Section
645 of the Corporations Act.
It is the second Supplementary Bidder’s Statement (“Second Supplementary Bidder’s Statement”)
prepared by Magellan Petroleum Corporation (“Magellan”) in relation to the Offer from Magellan to
acquire all the ordinary shares it does not already own in Magellan Petroleum Australia Limited
(“MPAL”) contained in Appendix A of Magellan’s Bidder’s Statement dated 29 November 2005 (“Original
Bidder’s Statement”).
This Second Supplementary Bidder’s Statement supplements, and should be read together with, the
Original Bidder’s Statement and the first Supplementary Bidder’s Statement dated 24 January 2006.
Defined terms used in this Second Supplementary Bidder’s Statement are capitalised and have the
meaning given to them in Section 12 of the Original Bidder’s Statement.
This Second Supplementary Bidder’s Statement will prevail to the extent of any inconsistency with
the Original Bidder’s Statement and the first Supplementary Bidder’s Statement.
ASIC CLASS ORDER 01/1543
As permitted by Class Order 01/1543, this Second Supplementary Bidder’s Statement contains
statements which are made, or based on statements made, in documents lodged with ASIC or ASX. The
Class Order permits certain statements to be included in this Second Supplementary Bidder’s
Statement without the consent of the person to whom the statement was attributed where the
statement was made in a document lodged with ASIC or ASX.
Pursuant to the Class Order, Magellan will make available a copy of the following documents (or
extracts from those documents), free of charge to MPAL Shareholders who request it during the Offer
Period: MPAL’s Target Statement, MPAL’s First Supplementary Target’s Statement, and MPAL’s Second
Supplementary Target’s Statement.
This document contains important information and requires your immediate attention. If you are in
any doubt as to how to deal with this document, you should consult your broker or your legal,
financial or other professional adviser as soon as possible. If you have any queries about this
document, the Offer or how to accept the Offer, or require a copy of any of the above documents,
please call the shareholder information line on 1300 551 398 (within Australia) or +61 3 9415 4303
(outside Australia). In accordance with legal requirements, calls to these numbers will be
recorded.
SECTION 650D NOTICE
Magellan hereby gives notice under Section 650D of the Corporations Act that:
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it varies the Offer contained in Appendix A of the Original Bidder’s Statement by
extending the period during which the Offer will remain open by a further eight days so
that the Offer will now close at 7.00pm (Sydney time) on 17 March 2006. Accordingly,
the Original Bidder’s Statement is hereby amended by replacing all references to “9
March 2006” in the Offer (which were inserted into the Offer by the first Supplementary
Bidder’s Statement) with references to “17 March 2006”; and |
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the Offer Consideration will be paid approximately 5 business days after the date the
Offer becomes unconditional to those MPAL Shareholders who have validly accepted by
that date, or approximately 10 business days after valid acceptance received to those
MPAL Shareholders who accept after that date and before the Offer close date. |
In accordance with section 650E of the Corporations Act, as this extension of the Offer results in
a total extension of the Offer by more than 1 month, those MPAL Shareholders who have validly
accepted the Offer on or before the date of this Notice may withdraw their acceptance by giving
notice to Magellan (“Withdrawal Notice”) within 1 month beginning on the day after the day on which
they received this Notice (“Withdrawal Period”).
MPAL Shareholders who withdraw their acceptance must return any Offer Consideration received for
accepting the Offer. A Withdrawal Notice by a MPAL Shareholder withdrawing acceptance under
section 650E of the Corporations Act must:
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if their securities are in a CHESS Holding: |
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be in the form of a Valid Originating Message transmitted to ASTC by the
Controlling Participant for that CHESS Holding in accordance with Rule 14.16.1 of the
ASTC Settlement Rules; or |
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be in the form of a notice to Magellan setting out the information that
Magellan requires to enable it to transmit a Valid Message to ASTC on behalf of the
MPAL Shareholder in accordance with Rule 14.16.5 of the ASTC Settlement Rules; and |
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in any other case, be in writing to Magellan. |
If a MPAL Shareholder is legally entitled to give, and does in fact give, a Withdrawal Notice
within the Withdrawal Period, Magellan will before the end of 14 days after the day it is given the
Withdrawal Notice:
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return to the MPAL Shareholder any documents that were sent by the
MPAL Shareholder to Magellan with acceptance of the Offer; and |
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if the MPAL Shareholder’s securities are in a CHESS Holding,
Transmit to ASTC a Valid Message that authorises the release of
the relevant securities from the Offer Accepted Subposition in
which the securities have been reserved in accordance with Rule
14.16.3 or 14.16.5 of the ASTC Settlement Rules (as appropriate). |
(Words defined in the ASTC Settlement Rules have the same meaning when used in this section, unless
the context requires otherwise).
APPROVAL OF SECOND SUPPLEMENTARY BIDDER’S STATEMENT AND SECTION 650D NOTICE
This Second Supplementary Bidder’s Statement and the notice pursuant to Section 650D of the
Corporations Act herein are each dated 24 February 2006, and have each been approved by unanimous
resolutions passed by all of the Directors.
Signed for and on behalf of Magellan Petroleum Corporation
Walter J. McCann
Chairman
A copy of this Second Supplementary Bidder’s Statement and the notice pursuant to Section 650D of
the Corporations Act herein were lodged with ASIC and sent to MPAL on 24 February 2006. Neither
ASIC nor any of its officers takes any responsibility as to the contents of this Second
Supplementary Bidder’s Statement or the notice pursuant to Section 650D of the Corporations Act
herein.
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