Exhibit 99.1
LETTER FROM THE CHAIRMAN OF MAGELLAN PETROLEUM
CORPORATION
Dear MPAL Shareholder,
Compulsory Acquisition of your Shares
Magellan Petroleum Corporation (ARBN 117 452 454) (MAGELLAN) has received acceptances for more than
90% of the ordinary shares (MPAL Shares) in Magellan Petroleum Australia Limited (ACN 009 728 581)
(MPAL) under its offer which closed on Friday 12 May 2006. Prior to the close of the offer
Magellan did not receive an acceptance form from you and Magellan is now entitled to compulsorily
acquire your MPAL Shares.
The acquisition will occur on the same terms (including consideration) as those offered under the
recent offer.
Enclosed is a formal notice of compulsory acquisition under the Corporations Act.
If you have any questions about compulsory acquisition, please consult your financial or other
professional adviser.
Yours sincerely
/s/ Walter McCann
Walter McCann
Chairman
Magellan Petroleum Corporation
10 Columbus Boulevard
Hartford, CT 06105
United States of America
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Magellan Petroleum Corporation
(ARBN 117 452 454)
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Form 6021 |
Australian Securities & Investments Commission
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Notice of compulsory acquisition following a takeover bid
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Corporations Act 2001 |
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661B(1)(a) |
Securities of Magellan Petroleum Australia Limited (ACN 009 728 581) (the Company)
1. |
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Under an Off Market Bid an offer (Offer) was made by Magellan Petroleum Corporation (ARBN 117
452 454) (Bidder) in respect of the acquisition of all the ordinary shares in the Company.
The Offer closed at 7.00pm (Sydney time) on 12 May 2006. |
2. |
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You are, or are entitled to be, registered as the holder of securities in respect of which
the Offer was made, but have not accepted the Offer. |
3. |
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The Bidder hereby gives you notice under subsection 661B(1) of the Corporations Act 2001 (the
Act) that the Bidder has become entitled pursuant to subsection 661A(1) of the Act to
compulsorily acquire your securities and desires to acquire those securities. |
4. |
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Under section 661D of the Act, you have the right, by notice in writing to the Bidder* within
one month after this notice is lodged with ASIC, to ask the Bidder for a written statement of
the names and addresses of all other shareholders the Bidder has given this notice to. |
5. |
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If your registered address is in Australia, you are entitled, within one month after being
given this notice, or within 14 days after being given a statement requested under section
661D of the Act (as referred to in paragraph 4 of this notice), whichever is the later, by
notice in writing to the Bidder*, to elect which of the following forms of consideration will
apply to the acquisition of your securities: |
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(a) |
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shares in the Bidder (Magellan Shares); or |
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(b) |
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CHESS Depository Interests in the Bidder (Magellan CDIs). |
If you do not elect which of the alternative forms of consideration will apply to the
acquisition of your securities, the form of consideration that will apply will be Magellan
CDIs. If your registered address is in the United States there is no election and you will
receive Magellan Shares. If your registered address is in neither Australia nor the United
States, Magellan CDIs to which you would otherwise be entitled will be issued to the appointed
nominee for disposal and the proceeds (less costs) remitted to you in the same manner as
outlined in the original Bidders Statement dated 16 December 2005.
6. |
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Under section 661E of the Act, you have the right, within one month after being given this
notice or within 14 days after being given a statement requested under section 661D of the Act
(as referred to in paragraph 4 of this notice), whichever is the later, to apply to the Court
for an order that the securities not be compulsorily acquired. |
7. |
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The Bidder is entitled and bound to acquire the securities on the terms that applied under
the Offer immediately before this notice was given. |
8. |
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Unless on application made by you under 661E within one month after being given this notice
(as referred to in paragraph 6 of the notice) or within 14 days after being given a statement
under section 661D of the Act (as referred to in paragraph 4 of this notice), whichever is the
later, the Court otherwise orders, the Bidder must comply with paragraph 7 of this notice. |
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Signed by:
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Walter J. McCann
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Capacity:
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Director |
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Date:
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19 May 2006 |
Signature:
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/s/ Walter J. McCann |
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All correspondence should be directed to Computershare Investor Services, GPO Box 1326, Adelaide,
SA 5001. |
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