UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
LASMO plc
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(Name of Issuer)
Ordinary Shares of 25p each
American Depositary Shares
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(Title of Class of Securities)
G53831106: Ordinary Shares
501730204: American Depositary Shares
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(CUSIP Numbers)
J. Barclay Collins II with copies to:
Executive Vice President and General Counsel Timothy B. Goodell, Esq.
Amerada Hess Corporation White & Case LLP
1185 Avenue of the Americas 1155 Avenue of the Americas
New York, NY 10036 New York, NY 10036
(212) 997-8500 (212) 819-8200
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 6, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box .
CUSIP No. G53831106 (Ordinary Shares) and 501730204 (ADSs)
- -------- -----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Amerada Hess Corporation I.R.S. Identification No. 13-4921002
- -------- -----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
BK; 00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / /
PURSUANT TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER
OWNED BY EACH REPORTING PERSON None
WITH
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8 SHARED VOTING POWER
270,718,581
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9 SOLE DISPOSITIVE POWER
None
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10 SHARED DISPOSITIVE POWER
None
- -------- -----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
270,718,581
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
- -------- -----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.1%
- -------- -----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- -------- -----------------------------------------------------------------------
SCHEDULE 13D
Item 1. Security and Issuer
This statement on Schedule 13D relates to the Ordinary Shares of 25p
each ("Ordinary Shares") and American Depositary Shares representing Ordinary
Shares ("ADS") of LASMO plc, a public limited company incorporated in England
and Wales ("LASMO"), the principal executive offices of which are located at 101
Bishopsgate, London EC2M 3XH, England.
Item 2. Identity and Background
(a) - (c); (f) This statement on Schedule 13D is being filed by Amerada
Hess Corporation ("Amerada Hess"), a corporation organized under the laws of
Delaware which is an integrated energy company engaged in the exploration for
and the production, purchase, transportation and sale of crude oil and natural
gas, the refining of crude oil and the sale of refined petroleum products.
Exploration and production activities take place primarily in the United States,
the United Kingdom, Norway, Denmark, Brazil, Algeria, Gabon, Indonesia,
Azerbaijan and Thailand. The address of Amerada Hess' principal place of
business is 1185 Avenue of the Americas, New York, New York, 10036.
On November 6, 2000, Goldman Sachs International ("Goldman Sachs")
announced, on behalf of Amerada Hess, a recommended offer for the entire issued
and to be issued share capital of LASMO (the "Offer"). The Offer will be made on
the following basis: for each 78.7 Ordinary Shares held Pound Sterling 98.29 in
cash and 1 new share of Amerada Hess Common Stock (the "New Amerada Hess
Shares") and for every 78.7 ADSs (each ADS representing three Ordinary Shares)
held, Pount Sterling 294.87 in cash and 3 New Amerada Hess Shares.
If consummated, the Offer will result in the issue of up to
approximately 17.1 million New Amerada Hess Shares (representing approximately
16.3 per cent of the ordinary share capital of Amerada Hess as enlarged as a
result of the Offer). The Offer is subject to a number of conditions including
(i) the receipt of valid acceptances by Amerada Hess in respect of not less than
ninety per cent (90%) (or such lesser percentage as Amerada Hess may decide) in
nominal value of Ordinary Shares (including Ordinary Shares represented by ADSs)
provided that this condition will not be satisfied unless Amerada Hess shall
have acquired Ordinary Shares (including Ordinary Shares represented by ADSs)
carrying, in aggregate, more than fifty per cent (50%) of the voting rights then
exerciseable at general meetings of LASMO and (ii) the New Amerada Hess Shares
having been authorized for listing, subject to official notice of issuance, on
the New York Stock Exchange (the "NYSE") and the registration statement to be
filed by Amerada Hess with the United States Securities and Exchange Commission
in respect of the New Amerada Hess Shares having been declared effective. The
Long Form Press Release, dated as of November 6, 2000, issued by Amerada Hess in
connection with the Offer is incorporated herein by reference as Exhibit 1. The
Short Form Press Release, dated as of November 6, 2000, issued by Amerada Hess
in connection with the Offer is incorporated herein by reference as Exhibit 2.
The transaction has been unanimously approved by the boards of
directors of both Amerada Hess and LASMO. Each of the directors of LASMO, being
Joseph Darby, Thierry Hughes Baudouin de Jean Baptiste de Rhoder, Paul Colbeck
Murray, Roy Gregory Reynolds, Nigel Victor Turnball, Timothy Pienne Brennand,
Hugh Edward Norton and Antony Peverell Hichens ( the "LASMO Directors"), have
given irrevocable undertakings to Amerada Hess and Goldman Sachs (the "Director
Undertakings") pursuant to which they have agreed, subject to the terms and
conditions set forth therein, to accept the Offer and to vote (on certain
resolutions bearing on the Offer) their combined total of approximately 0.1% of
the Ordinary Shares as directed by Amerada Hess. The Director Undertakings are
described in more detail in Item 6. The Director Undertaking between Amerada
Hess, Goldman Sachs, LASMO and Joseph Darby is incorporated herein by reference
and is attached as Exhibit 3 hereto. The Director Undertaking between Amerada
Hess, Goldman Sachs, LASMO and Thierry Hughes Baudouin de Jean Baptiste de
Rhoder is incorporated herein by reference and is attached as Exhibit 4 hereto.
The Director Undertaking between Amerada Hess, Goldman Sachs, LASMO and Paul
Colbeck Murray is incorporated herein by reference and is attached as Exhibit 5
hereto. The Director Undertaking between Amerada Hess, Goldman Sachs, LASMO and
Roy Gregory Reynolds is incorporated herein by reference and is attached as
Exhibit 6 hereto. The Director Undertaking between Amerada Hess, Goldman Sachs,
LASMO and Nigel Victor Turnball is incorporated herein by reference and is
attached as Exhibit 7 hereto. The Director Undertaking between Amerada Hess,
Goldman Sachs, LASMO and Timothy Pienne Brennand is incorporated herein by
reference and is attached as Exhibit 8 hereto. The Director Undertaking between
Amerada Hess, Goldman Sachs, LASMO and Hugh Edward Norton is incorporated herein
by reference and is attached as Exhibit 9 hereto. The Director Undertaking
between Amerada Hess, Goldman Sachs, LASMO and Antony Peverell Hichens is
incorporated herein by reference and is attached as Exhibit 10 hereto.
Amerada Hess and LASMO have entered into an agreement (the "Inducement
Agreement") pursuant to which LASMO has agreed not to solicit a takeover offer
from any third party and to pay Pound Sterling 24 million to Amerada Hess if the
Offer lapses or is withdrawn under certain circumstances or if the LASMO
Directors withdraw their recommendation, and in certain other circumstances. The
Inducement Agreement contains certain confirmations relating to the granting of
subscription rights and the issuance of new Ordinary Shares and certain
confirmations regarding Ordinary Shares issued pursuant to various option plans
of LASMO. The Inducement Agreement is described in more detail in Item 6. The
Inducement Agreement between Amerada Hess and LASMO is incorporated herein by
reference and is attached as Exhibit 11 hereto.
Two of LASMO's principal shareholders, Electrafina S.A. ("Electrafina")
and Schroder Investment Management Limited ("SIM") have also each given
undertakings (the "Irrevocable Undertakings") with Amerada Hess and Goldman
Sachs pursuant to which Electrafina and SIM have agreed, subject to the terms
and conditions set forth therein, to accept the Offer and to vote their 7.3%, in
the case of Electrafina, and 12.8%, in the case of SIM, as directed by Amerada
Hess. The Irrevocable Undertakings are described in more detail in Item 6 below.
The Irrevocable Undertaking with Electrafina is incorporated herein by reference
and is attached as Exhibit 12 hereto. The Irrevocable Undertaking with SIM is
incorporated herein by reference and is attached as Exhibit 13 hereto.
Attached as Schedule I hereto is a list of the executive officers and
directors of Amerada Hess, which contains the following information with respect
to each such person: (i) name; (ii) business address; and (iii) present
principal occupation or employment and the name, principal business and address
of any corporation or other organization in which such employment is conducted.
All such persons are citizens of the United States, except for W.S.K. Laidlaw,
who is a citizen of the United Kingdom.
(d) - (e) During the last five years neither Amerada Hess nor to the
best of Amerada Hess' knowledge, any person named on Schedule I hereto has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such person
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Amerada Hess has not purchased any Ordinary Shares (including Ordinary
Shares represented by ADSs) as of the date of this statement. It is estimated
that full acceptance of the Offer would require, in addition to the issuance of
approximately 17.1 million New Amerada Hess Shares, the payment by Amerada Hess
of a maximum cash amount of approximately $3 billion in cash. In the event that
Amerada Hess does acquire Ordinary Shares (including Ordinary Shares represented
by ADSs) pursuant to the Offer, the funds to be used for such purchases will be
obtained from Amerada Hess' working capital, the issuance of debt securities or
bank borrowings.
Item 4. Purpose of the Transaction
The purpose of the Offer is to acquire all the issued and to be issued
Ordinary Shares and ADSs of LASMO. If Amerada Hess acquires more than 90% of the
outstanding Ordinary Shares (including Ordinary Shares represented by ADSs) it
will be able to effect a compulsory acquisition procedure in accordance with the
United Kingdom Companies Act, and upon consummation thereof, LASMO would become
a wholly owned subsidiary of Amerada Hess.
Subject to certain matters described below, it is currently expected
that, initially following the consummation of the Offer, the business and
operations of LASMO will generally continue as they are currently being
conducted. Amerada Hess will continue to evaluate all aspects of the business,
operations, capitalization and management of LASMO during the pendency of the
Offer and after the consummation of the Offer and will take such further actions
as it deems appropriate under the circumstances then existing. Amerada Hess
intends to seek additional information about LASMO during this period.
Thereafter, Amerada Hess intends to review such information as part of a
comprehensive review of LASMO's business, operations, capitalization and
management. As a result of the completion of the Offer, the interest of Amerada
Hess in LASMO's net book value and net earnings will be in proportion to the
number of Ordinary Shares and ADSs acquired in the Offer. If a compulsory
acquisition is consummated, Amerada Hess' interest in such items and in LASMO's
equity generally will equal 100% and Amerada Hess will be entitled to all
benefits resulting from such interest, including all income generated by LASMO's
operations and any future increase in LASMO's value. Similarly, Amerada Hess
will also bear the risk of losses generated by LASMO's operations and any future
decrease in the value of LASMO after a compulsory acquisition. Subsequent to a
compulsory acquisition, the current holders of LASMO's Ordinary Shares and ADSs
will cease to have any direct equity interest in LASMO and will not have any
right to vote on corporate matters.
Following the consummation of the Offer, Amerada Hess intends to apply
to the UK Listing Authority to have the Ordinary Shares delisted, apply to the
London Stock Exchange to have the Ordinary Shares cease trading, apply to the
NYSE to have the ADSs delisted, terminate the deposit agreement through which
the ADS program is operated and seek to have the registration of the Ordinary
Shares and the ADSs under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") terminated.
Amerada Hess may at any time and from time to time acquire additional
Ordinary Shares or ADSs or securities convertible or exchangeable for Ordinary
Shares or ADSs or dispose of Ordinary Shares or ADSs. Any such transactions may
be effected at any time and from time to time, subject to any applicable
limitations of the Securities Act of 1933, as amended and the Exchange Act.
Except as described herein, Amerada Hess has no present plans or
proposals that would result in any extraordinary corporate transaction, such as
a merger, reorganization, liquidation involving LASMO or any of its
subsidiaries, or purchase, sale or transfer of a material amount of assets of
LASMO or any of its subsidiaries or in any other material changes to LASMO's
capitalization, dividend policy, corporate structure, business or composition of
the board of directors of LASMO or the management of LASMO, except that Amerada
Hess intends to review the composition of the boards of directors (or similar
governing bodies) of LASMO and its subsidiaries and to cause the election to
such boards of directors (or similar governing bodies) of certain of its
representatives following the consummation of the Offer.
Item 5. Interest in Securities of the Issuer
(a) As a result of the Director Undertakings and the Irrevocable
Undertakings, Amerada Hess may be deemed to be the beneficial owner of
270,718,581 Ordinary Shares, which would represent approximately 20.1% of the
Ordinary Shares (including Ordinary Shares represented by ADSs) outstanding
(based on 1,344,328,323 Ordinary Shares outstanding as reported in LASMO's Form
20-F filed on June 29, 2000).
(b) Pursuant to the Director Undertakings and the Irrevocable
Undertakings, Amerada Hess has shared power to vote all the Ordinary Shares
owned by the Directors, Electrafina and SIM (270,718,581 Ordinary Shares) in the
limited circumstances set forth in the Director Undertakings and the Irrevocable
Undertakings.
(c) Except as described herein, neither Amerada Hess nor, to the best
of Amerada Hess' knowledge, any other person referred to in Schedule I attached
hereto, beneficially owns or has acquired or disposed of any Ordinary Shares or
ADSs during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Except as described herein, neither Amerada Hess nor, to the best of
Amerada Hess' knowledge, the persons named in Schedule I hereto has any
contracts, arrangements, understandings or relationships (legal or otherwise)
with any persons with respect to any securities of LASMO, including, but not
limited to, transfers or voting of any securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees or profits,
division of profits or loss, or the giving or withholding of proxies.
1. Director Undertakings
The terms of the Director Undertakings are the same in all material
respects except for the amount of Ordinary Shares involved and, in certain
instances, the Directors will be providing not only Ordinary Shares but shares
that will be derived from certain option plans. Joseph Darby owns 119,458
Ordinary Shares and is entitled to receive 300,869 Ordinary Shares pursuant to
option plans. Thierry Hughes Baudouin de Jean Baptiste de Rhoder owns a total of
18,275 Ordinary Shares. Paul Colbeck Murray owns a total of 65,268 Ordinary
Shares and is entitled to receive 141,039 Ordinary Shares pursuant to option
plans. Roy Gregory Reynolds owns a total of 16,465 Ordinary Shares. Nigel Victor
Turnball owns a total of 32,442 Ordinary Shares. Timothy Pienne Brennand owns a
total of 16,807 Ordinary Shares. Hugh Edward Norton owns a total of 12,442
Ordinary Shares. Finally, Antony Peverell Hichens owns a total of 43,122
Ordinary Shares.
Pursuant to the Director Undertakings, each of the Directors has
undertaken to Amerada Hess that they will accept the Offer. Each Director has
also agreed that, until the date on which the Offer ceases to be open for
acceptances, each Director will exercise the voting rights attached to his
Ordinary Shares in connection with certain resolutions relating to the Offer
only in accordance with Amerada Hess' directions. Each Director has also
undertaken to use his best efforts to procure that LASMO and the LASMO board of
directors provide all reasonable assistance to Amerada Hess in connection with
the Offer.
2. Inducement Agreement
Pursuant to the Inducement Agreement, LASMO has agreed not to solicit a
takeover offer from any third party and to pay Pound Sterling 24 million to
Amerada Hess if, inter alia, (i) the Offer lapses or is withdrawn following an
announcement, made during the period that the Offer remains open, of any
proposal involving a change of control of LASMO by a third party or any
acquisition or disposal of assets with a value in excess of Pound Sterling 100
million which, in either case, is completed at any time in 2001; (ii) while the
Offer remains open, the board of directors of LASMO ceases to recommend the
Offer or qualifies its recommendation or; (iii) LASMO takes action which will
prevent a condition to the Offer being fulfilled in a material way.
LASMO has also agreed with Amerada Hess that it will not grant any
further subscription rights, nor will it allot or issue new Ordinary Shares,
except insofar as required under previously granted options or other rights to
acquire Ordinary Shares which cannot be satisfied by the payment of cash or the
transfer of existing issued shares.
The Inducement Agreement also contains certain confirmations from LASMO
regarding the ownership of Methodplan Ltd. ("Methodplan"), the number of shares
of Methodplan (the "Methodplan Shares") and the ability to use Methodplan Shares
to satisfy the exercise of share options granted to employees of the eligible
subsidiaries of LASMO pursuant to certain option schemes of LASMO. Pursuant to
the Inducement Agreement, LASMO agrees to procure that (i) Methodplan will not
sell or otherwise dispose of or encumber any Methodplan Shares or acquire any
further Ordinary Shares; and (ii) Methodplan will accept the Offer in respect of
the Ordinary Shares owned by it as Amerada Hess may direct no later than five
(5) business days after the date of the making of the Offer.
The Inducement Agreement also contains details regarding how the
exercise of share options under the option schemes are to be satisfied. LASMO
agrees to procure that, during the period of the Offer, no further awards or
grants of options will be made under the option schemes and that LASMO will not
allot or issue any further share capital except as required by the option
schemes.
3. Irrevocable Undertakings with Electrafina and SIM
The terms of the Irrevocable Undertakings with Electrafina and SIM are
the same in all material respects except that the Irrevocable Undertaking with
Electrafina involves 98,336,161 Ordinary Shares and the Irrevocable Undertaking
with SIM involves 171,616,233 Ordinary Shares.
Pursuant to the Irrevocable Undertakings, Electrafina and SIM have
undertaken to Amerada Hess that they will accept the Offer. Electrafina and SIM
have also agreed that, until the date on which the Offer ceases to be open for
acceptance, Electrafina and SIM will exercise the voting rights attached to
their Ordinary Shares in connection with certain resolutions relating to the
Offer only in accordance with Amerada Hess' directions.
Electrafina's and SIM's obligations to accept the Offer will lapse in
the event of the announcement of an offer by a third party for the fully diluted
Ordinary Shares which is more than one hundred and ten per cent (110%) of the
lower of (a) 180p and (b) the Offer as at the close of trading on the NYSE
trading day immediately preceding such announcement (translating the value of
New Amerada Hess Shares from U.S. dollars to sterling at the exchange rate
prevailing at the time).
Item 7. Material to be filed as Exhibits
1. Long Form Press Release, dated as of November 6, 2000. The Long
Form Press Release was filed by Amerada Hess on Form 8-K on
November 6, 2000 and is incorporated herein by reference.
2. Short Form Press Release, dated as of November 6, 2000. The
Short Form Press Release was filed by Amerada Hess on Form 8-K
on November 6, 2000 and is hereby incorporated by reference.
3. Letter Agreement dated as of November 6, 2000 by and among
Amerada Hess Corporation, Goldman Sachs International, LASMO plc
and Joseph Darby.
4. Letter Agreement dated as of November 6, 2000 by and among
Amerada Hess Corporation, Goldman Sachs International, LASMO plc
and Thierry Hughes Baudouin de Jean Baptiste de Rhoder.
5. Letter Agreement dated as of November 6, 2000 by and among
Amerada Hess Corporation, Goldman Sachs International, LASMO plc
and Paul Colbeck Murray.
6. Letter Agreement dated as of November 6, 2000 by and among
Amerada Hess Corporation, Goldman Sachs International, LASMO plc
and Roy Gregory Reynolds.
7. Letter Agreement dated as of November 6, 2000 by and among
Amerada Hess Corporation, Goldman Sachs International, LASMO plc
and Nigel Victor Turnball.
8. Letter Agreement dated as of November 6, 2000 by and among
Amerada Hess Corporation, Goldman Sachs International, LASMO plc
and Timothy Pienne Brennand.
9. Letter Agreement dated as of November 6, 2000 by and among
Amerada Hess Corporation, Goldman Sachs International, LASMO plc
and Hugh Edward Norton.
10. Letter Agreement dated as of November 6, 2000 by and among
Amerada Hess Corporation, Goldman Sachs International, LASMO plc
and Antony Peverell Hichens.
11. Inducement Agreement dated as of November 6, 2000 by and among
Amerada Hess Corporation and LASMO plc.
12. Letter Agreement dated as of November 6, 2000 by and among
Amerada Hess Corporation, Goldman Sachs International and
Electrafina S.A.
13. Letter Agreement dated as of November 6, 2000 by and among
Amerada Hess Corporation, Goldman Sachs International and
Schroders Investment Management Limited.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: November 15, 2000
AMERADA HESS CORPORATION
By: /s/ J. Barclay Collins II
------------------------------------
Name: J. Barclay Collins II
Title: Executive Vice President
and General Counsel
The following table sets forth the name, present principal occupation
or employment and material occupations, positions, offices or employments for
the past five years of each director and each executive officer of Amerada Hess
Corporation. The principal address of Amerada Hess Corporation and, unless
indicated below, the current business address for each individual listed below
is 1185 Avenue of the Americas, 40th Floor, New York, NY 10036 (212) 997-8500.
Each such person is, unless indicated above, a citizen of the United States. The
current executive officers are identified by an asterisk.
Name and Current Present Principal Occupation or Employment; Material Positions
Business Address Held During the Past Five Years
John B. Hess*...................................... Chairman of the Board, Chief Executive Officer of Amerada Hess
Corporation since 1995; Director of Amerada Hess Corporation
since 1978.
W.S.H. Laidlaw*.................................... President, Chief Operating Officer of Amerada Hess Corporation
since 1995; Director of Amerada Hess Corporation since 1994.
J. Barclay Collins II*............................. Executive Vice President, General Counsel of Amerada Hess
Corporation; Director of Amerada Hess Corporation since 1986.
John Y. Schreyer*.................................. Executive Vice President, Chief Financial Officer of Amerada
Hess Corporation; Director of Amerada Hess Corporation since
1990.
Allan A. Bernstein*................................ Senior Vice President of Amerada Hess Corporation.
F. Lamar Clark*.................................... Senior Vice President of Amerada Hess Corporation.
John A. Gartman*................................... Senior Vice President of Amerada Hess Corporation since 1997;
Vice President of Public Service Electric and Gas Company in the
area of energy marketing.
Neal Gelfand*...................................... Senior Vice President of Amerada Hess Corporation.
Gerald A. Jamin*................................... Senior Vice President and Treasurer of Amerada Hess Corporation.
Lawrence H. Ornstein*.............................. Senior Vice President of Amerada Hess Corporation.
Roger B. Oresman................................... Consulting Partner, Milbank, Tweed, Hadley & McCloy LLP;
Director since 1969.
F. Borden Walker*1................................. Senior Vice President of Amerada Hess Corporation since 1996;
General Manager in areas of gasoline marketing, convenience
store development and advertising at Mobil Corporation.
Peter S. Hadley.................................... Director of Amerada Hess Corporation since 1991; Former Senior
Vice President of Metropolitan Life Insurance Company.
William R. Johnson................................. Director of Amerada Hess Corporation since 1996; Chairman of
H.J. Heinz Company since September 2000 and President and Chief
Executive Officer of H.J. Heinz Company since 1998 after serving
in various senior executive positions; Director of Cincinnati
Financial Corporation; Director of PNC Bank.
William I. Spencer................................. Director of Amerada Hess Corporation since 1982; Former
President and Chief Administrative Officer of Citicorp and
Citibank, N.A.
Nicholas F. Brady.................................. Director of Amerada Hess Corporation since 1994; Chairman Darby
Overseas Investments, Ltd.; Former Secretary of the United
States Department of the Treasury; Former Chairman of the Board
of Dillon, Read & Co., Inc.; Director of C2, Inc.; Director of
H.J. Heinz Company; Director or Trustee of various Templeton
mutual funds.
Thomas H. Kean..................................... Director of Amerada Hess Corporation since 1990; President, Drew
University; Former Governor of the State of New Jersey; Director
of ARAMARK Corporation; Director of Bell Atlantic Corporation;
Director of the CIT Group, Inc.; Director of United Healthcare
Corporation.
Frank A. Olson..................................... Director of Amerada Hess Corporation since 1998; Chief Executive
Officer of the Hertz Corporation in 1998; Retired as Chief
Executive Officer of the Hertz Corporation in 1999 and continues
as non-executive Chairman of the Board; Director of Becton
Dickinson and Company; Director of Fuel America Enterprises
Holdings, Inc.
Edith E. Holiday................................... Director of Amerada Hess Corporation since 1993; Attorney;
Former Assistant to the President of the United States and
Secretary of the Cabinet; Former General Counsel, United States
Department of the Treasury; Director of Beverly Enterprises,
Inc.; Director of Hercules, Incorporated; Director of H.J. Heinz
Company; Director of RTI International Metals, Inc.; Director or
trustee of various Franklin Templeton mutual funds.
Robert N. Wilson................................... Director of Amerada Hess Corporation since 1996; Vice Chairman
of the Board of Directors of Johnson & Johnson; Director of
United States Trust Corporation.
Robert F. Wright................................... Director of Amerada Hess Corporation since 1981; Former
President and Chief Operating Officer of Amerada Hess
Corporation.
1 Except for Messrs. Walker and Gartman, each of the above officers has been
employed by Amerada Hess Corporation or its subsidiaries in various
managerial and executive capacities for more than five years.
EXHIBIT INDEX
1. Long Form Press Release, dated as of November 6, 2000. The Long
Form Press Release was filed by Amerada Hess on Form 8-K on
November 6, 2000 and is incorporated herein by reference.
2. Short Form Press Release, dated as of November 6, 2000. The
Short Form Press Release was filed by Amerada Hess on Form 8-K
on November 6, 2000 and is hereby incorporated by reference.
3. Letter Agreement dated as of November 6, 2000 by and among
Amerada Hess Corporation, Goldman Sachs International, LASMO plc
and Joseph Darby.
4. Letter Agreement dated as of November 6, 2000 by and among
Amerada Hess Corporation, Goldman Sachs International, LASMO plc
and Thierry Hughes Baudouin de Jean Baptiste de Rhoder.
5. Letter Agreement dated as of November 6, 2000 by and among
Amerada Hess Corporation, Goldman Sachs International, LASMO plc
and Paul Colbeck Murray.
6. Letter Agreement dated as of November 6, 2000 by and among
Amerada Hess Corporation, Goldman Sachs International, LASMO plc
and Roy Gregory Reynolds.
7. Letter Agreement dated as of November 6, 2000 by and among
Amerada Hess Corporation, Goldman Sachs International, LASMO plc
and Nigel Victor Turnball.
8. Letter Agreement dated as of November 6, 2000 by and among
Amerada Hess Corporation, Goldman Sachs International, LASMO plc
and Timothy Pienne Brennand.
9. Letter Agreement dated as of November 6, 2000 by and among
Amerada Hess Corporation, Goldman Sachs International, LASMO and
Hugh Edward Norton.
10. Letter Agreement dated as of November 6, 2000 by and among
Amerada Hess Corporation, Goldman Sachs International, LASMO and
Antony Peverell Hichens.
11. Inducement Agreement dated as of November 6, 2000 by and among
Amerada Hess Corporation and LASMO plc.
12. Letter Agreement dated as of November 6, 2000 by and among
Amerada Hess Corporation, Goldman Sachs International and
Electrafina S.A.
13. Letter Agreement dated as of November 6, 2000 by and among
Amerada Hess Corporation, Goldman Sachs International and
Schroders Investment Management Limited.
EXHIBIT 3
To: Amerada Hess Corporation plc ("Amerada Hess")
and Goldman Sachs International ("Goldman Sachs")
6 November 2000
Dear Sirs,
I understand that Amerada Hess intends to make an offer to acquire all the
issued ordinary share capital of Linda plc ("Linda") substantially on the terms
of the attached draft press announcement. This letter sets out the terms and
conditions on which I will accept the Offer (as defined in paragraph 7 of this
undertaking) when it is made.
Shareholdings
1. I represent and warrant to Amerada Hess that:
(a) I am the registered holder and beneficial owner of the number of ordinary
shares of 25p each in the capital of Linda shown in Part A of the Schedule
(the "Linda Shares") and that I hold these free of any lien, charge,
option, equity or encumbrance and free from any third party right or
interest;
(b) I am the beneficial owner (but not registered holder) of the number of
ordinary shares of 25p each in the capital of Linda shown in Part B of the
Schedule (the "Beneficial Shares") and that I hold these free of any lien,
charge, option, equity or encumbrance and free from any third party right
or interest;
(c) the information set out in the Schedule regarding the shares of Linda in
which I am interested is complete and accurate;
(d) the Schedule contains complete and accurate details of all options,
warrants and other rights I may have to subscribe for, purchase or
otherwise acquire any securities of Linda; and
(e) I have full power and authority to enter into this undertaking, to perform
the obligations under it and to accept the Offer in respect of the Linda
shares.
Dealings
2. I undertake to Amerada Hess that before the Offer closes, lapses or is
withdrawn, I shall not:
(a) sell, transfer, charge, encumber, grant any option over or otherwise
dispose of any Linda Shares or any Beneficial Shares or any other shares or
securities in Linda issued or unconditionally allotted to me or otherwise
acquired by me before then ("Further Linda Shares") other than pursuant to
my acceptance of the Offer;
(b) accept any other offer in respect of the shares or securities referred to
in paragraph 2(a);
(c) (other than pursuant to the Offer) enter into any agreement or arrangement
or permit any agreement or arrangement to be entered into or incur any
obligation or permit any obligation to arise:
(i) to do any of the acts referred to in paragraphs 2(a) or 2(b);
(ii) in relation to, or operating by reference to, the Linda Shares,
the Beneficial Shares or any Further Linda Shares; or
(iii) which, in relation to the Linda Shares, the Beneficial Shares or
any Further Linda Shares, would or might restrict or impede me
accepting the Offer,
and for the avoidance of doubt, references in this paragraph 2(c) to any
agreement, arrangement or obligation includes any agreement, arrangement or
obligation whether or not legally binding or subject to any condition or
which is to take effect if the Offer closes or lapses or if this
undertaking ceases to be binding or following any other event; or
(d) save for the acquisition of any further shares in Linda on the exercise of
options referred to in Part C of the Schedule, I shall not purchase, sell
or otherwise deal in any shares or other securities of Linda or Amerada
Hess or any interest therein (including any derivatives referenced to such
securities).
Undertaking to accept the Offer
3. In consideration of Amerada Hess's agreement in paragraph 9.1 to make the
Offer, I undertake to Amerada Hess that:
(a) I shall accept the Offer in respect of the Linda Shares in accordance with
the procedure for acceptance set out in the formal document containing the
Offer (the "Offer Document") not later than seven days after Amerada Hess
posts the Offer Document to Linda shareholders and shall perform the
agreement to which that acceptance gives rise, in accordance with the
relevant provisions of the Offer Document;
(b) I shall take all action within my power to procure that the registered
holder of the Beneficial Securities accepts the Offer in accordance with
the relevant provisions of the Offer Document and performs the agreement to
which that acceptance gives rise, in accordance with the relevant
provisions of the Offer Document;
(c) I shall accept the Offer in respect of any Further Linda Shares in
accordance with the procedure for acceptance set out in the Offer Document
not later than two days after the date I become the registered holder of
the Further Linda Shares and shall perform the agreement to which that
acceptance gives rise, in accordance with the relevant provisons of the
Offer Document;
(d) I shall take all action within my power to procure that the registered
holder of any further ordinary shares in Linda in which I acquire a
beneficial interest after the date of this undertaking but of which I do
not become the registered holder ("Further Beneficial Shares") accepts the
offer and performs the agreement to which that acceptance gives rise in
accordance with the relevant provisions of the Offer Document.
(e) I shall not withdraw any acceptances of the Offer and shall cause the
registered holder(s) of any Beneficial Shares and any Further Beneficial
Shares not to do so; and
(f) pursuant to the Offer, Amerada Hess will acquire the Linda Shares, the
Beneficial Shares and any Further Linda Shares from me free of any lien,
charge, option, equity or encumbrance and together with all rights of any
nature attaching to those shares including the right to all dividends
declared or paid after the date of this undertaking.
Voting Rights
4.1 From the time Amerada Hess announces the Offer to the time the Offer becomes
wholly unconditional, lapses or is withdrawn:
(a) I shall exercise the votes attaching to my Linda Shares and any Further
Linda Shares on a Relevant Resolution (as defined in paragraph 4.3) only in
accordance with Amerada Hess's directions;
(b) I shall exercise the rights attaching to my Linda Shares and any Further
Linda Shares to requisition or join in requisitioning any general or class
meeting of Linda for the purposes of considering a Relevant Resolution and
to require Linda pursuant to section 376 Companies Act 1985 to give notice
of such a resolution only in accordance with Amerada Hess's directions;
(c) I shall cause the registered holder(s) of any Beneficial Shares and any
Further Beneficial Shares to comply with paragraphs 4.1(a) and 4.1(b).
4.2 For the purpose of voting or causing votes to be cast on a Relevant
Resolution, I shall execute any form of proxy required by Amerada Hess
appointing any person nominated by Amerada Hess to attend and vote at the
relevant general meeting of Linda .
4.3 A "Relevant Resolution" means:
(a) a resolution (whether or not amended) proposed at a general or class
meeting of Linda, or at an adjourned meeting, the passing of which is
necessary to implement the Offer or which, if passed, might result in any
condition of the Offer not being fulfilled or which might impede or
frustrate the Offer in any way;
(b) a resolution to adjourn a general or class meeting of Linda whose business
includes the consideration of a resolution falling within paragraph 4.3(a);
and
(c) a resolution to amend a resolution falling within paragraph 4.3(a) or
paragraph 4.3(b).
Documentation
5.1 I consent to:
(a) the inclusion of references to me and this undertaking in Amerada Hess's
announcement of the Offer (the "Press Announcement") as they appear in the
attached draft of the Press Announcement;
(b) particulars of this undertaking and my holdings of, and dealings in,
relevant securities of Linda and Amerada Hess being included in the Offer
Document and any other related or ancillary document as required by the
Code; and
(c) this undertaking being available for inspection until the end of the offer
period (as defined in the Code).
5.2 I shall promptly give you all information and any assistance as you may
reasonably require for the preparation of the Offer Document and all related and
ancillary documents in order to comply with the requirements of the Code, the
Financial Services Authority and the London Stock Exchange and any other legal
or regulatory requirement or body. I shall immediately notify you in writing of
any material change in the accuracy or impact of any information previously
given to you.
Secrecy
6. I will keep secret the possibility, terms and conditions of the Offer and the
existence and terms of this undertaking until the Press Announcement is released
provided that I may disclose the same to Linda and its advisers in which case I
will use reasonable endeavours to ensure that they observe secrecy in the same
terms. The obligations in this paragraph will survive termination of this
undertaking.
Interpretation
7. In this undertaking the "Offer" means the offer to be made by or on behalf of
Amerada Hess to acquire ordinary shares of 25p each in the capital of Linda on
substantially the terms of the Press Announcement or on such other terms as may
be agreed between Amerada Hess and Linda or as may be required to comply with
the requirements of the Panel on Takeovers and Mergers (the "Panel"), the
Financial Services Authority or the London Stock Exchange. A reference in this
undertaking to the "Offer" also includes any new, increased, renewed or revised
offer made by or on behalf of Amerada Hess to acquire shares in Linda, provided
that the terms of such offer are, in the opinion of Goldman Sachs, no less
favourable to acceptors than the terms set out in the Press Announcement.
Time of the Essence
8. Any time, date or period mentioned in this undertaking may be extended by
mutual agreement but as regards any time, date or period originally fixed or as
extended, time shall be of the essence.
The Offer
9.1 Subject to paragraph 9.2, Amerada Hess agrees to make the Offer if the Press
Announcement is published, with Amerada Hess's prior approval, in substantially
the form attached (or in such other form as may be agreed between Amerada Hess
and LASMO or as may be required to comply with the requirements of the Panel on
Takeovers and Mergers (the "Panel")) by not later than 8 November 2000. Approval
of the release of the Press Announcement is at Amerada Hess's absolute
discretion.
9.2 Amerada Hess will not be obliged to make or proceed with the Offer if, after
the Press Announcement is published:
(a) the Panel consents to Amerada Hess not proceeding with the Offer; or
(b) Amerada Hess is no longer required by the City Code of Takeovers and
Mergers (the "Code") to proceed with the Offer.
9.3 Amerada Hess shall have no liability to me for any failure to make or
implement the Offer and I will not be entitled to specific performance of Clause
9.1 if, in each case, Amerada Hess has become aware that any condition of the
Offer as set out in the Press Announcement has become incapable of being
fulfilled.
9.4 My obligations under this agreement will lapse if:
(a) the Press Announcement is not released on 8 November 2000; or
(b) the Offer is not made in any of the circumstances referred to in paragraph
9.2,
and in these circumstances neither party will have any claim against the other
except in respect of any prior breach.
If the undertaking lapses, I shall have no claim against Amerada Hess.
Director's undertakings
10.1 As a director of Linda, I shall use my best endeavours to procure that
Linda and the board of directors of Linda:
(a) provide all assistance which Amerada Hess reasonably requests to enable it
to prepare the Offer Document and all related and ancillary documents in
accordance with the requirements of the Code, the SEC, the Financial
Services Authority and the London Stock Exchange and any other legal or
regulatory requirement or body;
(b) provide all assistance which Amerada Hess reasonably requests to Amerada
Hess as may be required to obtain the clearances and consents referred to
in the Press Announcement;
(c) if the Offer becomes unconditional in all respects, promptly approve the
appointment as director(s) of Linda of the persons nominated by Amerada
Hess and, if required by Amerada Hess, I shall resign as a director of
Linda ;
(d) agree to any extension of time limits in the Code for posting of this Offer
which Amerada Hess requests and which the Panel approves; and
(e) not make (and that no-one makes on behalf of Linda):
(i) any announcement before the Press Announcement is released which
refers expressly or implicitly to Amerada Hess; or
(ii) any other announcement in connection with the Offer without prior
consultation with Amerada Hess,
unless Amerada Hess consents in writing or the relevant announcement is
required by law or any regulatory provision.
10.2 I shall:
(a) not directly or indirectly solicit any person other than Amerada Hess to
propose or announce any offer for or any scheme of arrangement in respect
of any shares or other securities of Linda; or
(b) not directly or indirectly initiate any discussions with, or provide any
information to, any person who is or may be considering proposing or
announcing such an offer or scheme; or
(c) recommend acceptance of the Offer to Linda shareholders and not modify,
qualify or withdraw that recommendation at any time, except insofar as to
do so would be inconsistent with my duties as a Director of LASMO.
10.3 I shall promptly inform you of any approach by a third party which may lead
to an offer for Linda or the occurrence of any matter referred to above and will
keep you fully informed of the same (but not of the value of the relevant
proposal or the identity of its proponent).
10.4 I confirm that I know of no matter or circumstance which might mean that
any condition of the Offer set out in the Press Announcement cannot be
fulfilled. I will have no liability to Amerada Hess in respect of this
confirmation.
Confirmation
11. I confirm that in signing this letter I am not a customer of Goldman Sachs
for the purposes of the Rules of The Securities and Futures Authority and that
Goldman Sachs does not owe me any of the duties which it owes to its customers.
I confirm that I have had an adequate opportunity to consider whether or not to
give this undertaking and to obtain independent advice.
Power of Attorney
12.1 In order to secure the performance of my obligations under this
undertaking, I appoint any director of Amerada Hess as my attorney:
(a) if I fail to accept or to procure acceptance of the Offer in accordance
with paragraphs 3(a), 3(b) or 3(c) or if I fail to accept the offer
referred to in paragraph 3(d) in accordance with that paragraph, in my name
and on my behalf to do all things and to execute all deeds and other
documents as may be necessary or desirable to accept such offers in respect
of the Linda Shares, the Beneficial Shares, any Further Linda Shares and
the options referred to in paragraph 3(d) (as appropriate); and
(b) to execute any form of proxy required by Amerada Hess appointing any person
nominated by Amerada Hess to attend and vote on a Relevant Resolution (as
defined in paragraph 4.3) at a general meeting of Linda.
12.2 I agree that this power of attorney is given by way of security and is
irrevocable in accordance with section 4 Powers of Attorney Act 1971 until the
Offer closes, lapses or is withdrawn.
Specific Performance
13. I agree that, if I fail to accept the Offer in accordance with this
undertaking or breach any of my obligations, damages would not be an adequate
remedy and accordingly Amerada Hess shall be entitled to the remedy of specific
performance.
14. General
14.1 The obligations I have accepted under this agreement are without prejudice
to any rights of Amerada Hess or Goldman Sachs at common law or equity.
Invalidity of any provision of this agreement will not affect any other
provision.
14.2 Any failure or delay by any person in exercising any right, power or
privilege under this agreement will not comprise a waiver and a single or
partial exercise will not restrict any further exercise.
14.3 This agreement is governed by and is to be construed in accordance with
English law and each of the parties submits to the exclusive jurisdiction of the
English courts for all purposes in connection with this agreement.
SCHEDULE
EXISTING SHARES
PART A - REGISTERED HOLDINGS OF LINDA ORDINARY SHARES
REGISTERED HOLDER ORDINARY SHARES OF
25P EACH
(Print name of giver of
undertaking)
JOSEPH DARBY 119,458
PART B - BENEFICIAL HOLDINGS OF LINDA ORDINARY SHARES
BENEFICIAL OWNER ORDINARY SHARES OF
25P EACH
(Print name)
- -------------------------
PART C - OPTIONS AND OTHER RIGHTS TO ACQUIRE LINDA SECURITIES (INCLUDING
OPTIONS)
HOLDER TYPE OF OPTION
(Print name)
- ----------------------- 1984 schemes
--------------------------
289,985
SAYE
--------------------------
10,884
Equity Plan
--------------------------
As per 20F filing
SIGNED and DELIVERED as a DEED by......................................
Yours faithfully,
Signature JOSEPH DARBY
Name.........................
in the presence of:
Signature of witness: AO BRIEN
Name AO BRIEN
Address 101 BISHOPSGATE
LONDON EC2M 3XH
SOLICITOR
EXHIBIT 4
To: Amerada Hess Corporation plc ("Amerada Hess")
and Goldman Sachs International ("Goldman Sachs")
6 November 2000
Dear Sirs,
I understand that Amerada Hess intends to make an offer to acquire all the
issued ordinary share capital of Linda plc ("Linda") substantially on the terms
of the attached draft press announcement. This letter sets out the terms and
conditions on which I will accept the Offer (as defined in paragraph 7 of this
undertaking) when it is made.
Shareholdings
1. I represent and warrant to Amerada Hess that:
(a) I am the registered holder and beneficial owner of the number of ordinary
shares of 25p each in the capital of Linda shown in Part A of the
Schedule (the "Linda Shares") and that I hold these free of any lien,
charge, option, equity or encumbrance and free from any third party right
or interest;
(b) I am the beneficial owner (but not registered holder) of the number of
ordinary shares of 25p each in the capital of Linda shown in Part B of
the Schedule (the "Beneficial Shares") and that I hold these free of any
lien, charge, option, equity or encumbrance and free from any third party
right or interest;
(c) the information set out in the Schedule regarding the shares of Linda in
which I am interested is complete and accurate;
(d) the Schedule contains complete and accurate details of all options,
warrants and other rights I may have to subscribe for, purchase or
otherwise acquire any securities of Linda; and
(e) I have full power and authority to enter into this undertaking, to
perform the obligations under it and to accept the Offer in respect of
the Linda shares.
Dealings
2. I undertake to Amerada Hess that before the Offer closes, lapses or is
withdrawn, I shall not:
(a) sell, transfer, charge, encumber, grant any option over or otherwise
dispose of any Linda Shares or any Beneficial Shares or any other shares
or securities in Linda issued or unconditionally allotted to me or
otherwise acquired by me before then ("Further Linda Shares") other than
pursuant to my acceptance of the Offer;
(b) accept any other offer in respect of the shares or securities referred to
in paragraph 2(a);
(c) (other than pursuant to the Offer) enter into any agreement or
arrangement or permit any agreement or arrangement to be entered into or
incur any obligation or permit any obligation to arise:
(i) to do any of the acts referred to in paragraphs 2(a) or
2(b);
(ii) in relation to, or operating by reference to, the Linda
Shares, the Beneficial Shares or any Further Linda Shares;
or
(iii) which, in relation to the Linda Shares, the Beneficial
Shares or any Further Linda Shares, would or might restrict
or impede me accepting the Offer,
and for the avoidance of doubt, references in this paragraph 2(c) to any
agreement, arrangement or obligation includes any agreement, arrangement
or obligation whether or not legally binding or subject to any condition
or which is to take effect if the Offer closes or lapses or if this
undertaking ceases to be binding or following any other event; or
(d) save for the acquisition of any further shares in Linda on the exercise
of options referred to in Part C of the Schedule, I shall not purchase,
sell or otherwise deal in any shares or other securities of Linda or
Amerada Hess or any interest therein (including any derivatives
referenced to such securities).
Undertaking to accept the Offer
3. In consideration of Amerada Hess's agreement in paragraph 9.1 to make the
Offer, I undertake to Amerada Hess that:
(a) I shall accept the Offer in respect of the Linda Shares in accordance
with the procedure for acceptance set out in the formal document
containing the Offer (the "Offer Document") not later than seven days
after Amerada Hess posts the Offer Document to Linda shareholders and
shall perform the agreement to which that acceptance gives rise, in
accordance with the relevant provisions of the Offer Document;
(b) I shall take all action within my power to procure that the registered
holder of the Beneficial Securities accepts the Offer in accordance with
the relevant provisions of the Offer Document and performs the agreement
to which that acceptance gives rise, in accordance with the relevant
provisions of the Offer Document;
(c) I shall accept the Offer in respect of any Further Linda Shares in
accordance with the procedure for acceptance set out in the Offer
Document not later than two days after the date I become the registered
holder of the Further Linda Shares and shall perform the agreement to
which that acceptance gives rise, in accordance with the relevant
provisions of the Offer Document;
(d) I shall take all action within my power to procure that the registered
holder of any further ordinary shares in Linda in which I acquire a
beneficial interest after the date of this undertaking but of which I do
not become the registered holder ("Further Beneficial Shares") accepts
the offer and performs the agreement to which that acceptance gives rise
in accordance with the relevant provisions of the Offer Document.
(e) I shall not withdraw any acceptances of the Offer and shall cause the
registered holder(s) of any Beneficial Shares and any Further Beneficial
Shares not to do so; and
(f) pursuant to the Offer, Amerada Hess will acquire the Linda Shares, the
Beneficial Shares and any Further Linda Shares from me free of any lien,
charge, option, equity or encumbrance and together with all rights of any
nature attaching to those shares including the right to all dividends
declared or paid after the date of this undertaking.
Voting Rights
4.1 From the time Amerada Hess announces the Offer to the time the Offer becomes
wholly unconditional, lapses or is withdrawn:
(a) I shall exercise the votes attaching to my Linda Shares and any Further
Linda Shares on a Relevant Resolution (as defined in paragraph 4.3) only
in accordance with Amerada Hess's directions;
(b) I shall exercise the rights attaching to my Linda Shares and any Further
Linda Shares to requisition or join in requisitioning any general or
class meeting of Linda for the purposes of considering a Relevant
Resolution and to require Linda pursuant to section 376 Companies Act
1985 to give notice of such a resolution only in accordance with Amerada
Hess's directions;
(c) I shall cause the registered holder(s) of any Beneficial Shares and any
Further Beneficial Shares to comply with paragraphs 4.1(a) and 4.1(b).
4.2 For the purpose of voting or causing votes to be cast on a Relevant
Resolution, I shall execute any form of proxy required by Amerada Hess
appointing any person nominated by Amerada Hess to attend and vote at the
relevant general meeting of Linda .
4.3 A "Relevant Resolution" means:
(a) a resolution (whether or not amended) proposed at a general or class
meeting of Linda, or at an adjourned meeting, the passing of which is
necessary to implement the Offer or which, if passed, might result in any
condition of the Offer not being fulfilled or which might impede or
frustrate the Offer in any way;
(b) a resolution to adjourn a general or class meeting of Linda whose
business includes the consideration of a resolution falling within
paragraph 4.3(a); and
(c) a resolution to amend a resolution falling within paragraph 4.3(a) or
paragraph 4.3(b).
Documentation
5.1 I consent to:
(a) the inclusion of references to me and this undertaking in Amerada Hess's
announcement of the Offer (the "Press Announcement") as they appear in
the attached draft of the Press Announcement;
(b) particulars of this undertaking and my holdings of, and dealings in,
relevant securities of Linda and Amerada Hess being included in the Offer
Document and any other related or ancillary document as required by the
Code; and
(c) this undertaking being available for inspection until the end of the
offer period (as defined in the Code).
5.2 I shall promptly give you all information and any assistance as you may
reasonably require for the preparation of the Offer Document and all related and
ancillary documents in order to comply with the requirements of the Code, the
Financial Services Authority and the London Stock Exchange and any other legal
or regulatory requirement or body. I shall immediately notify you in writing of
any material change in the accuracy or impact of any information previously
given to you.
Secrecy
6. I will keep secret the possibility, terms and conditions of the Offer and the
existence and terms of this undertaking until the Press Announcement is released
provided that I may disclose the same to Linda and its advisers in which case I
will use reasonable endeavours to ensure that they observe secrecy in the same
terms. The obligations in this paragraph will survive termination of this
undertaking.
Interpretation
7. In this undertaking the "Offer" means the offer to be made by or on behalf of
Amerada Hess to acquire ordinary shares of 25p each in the capital of Linda on
substantially the terms of the Press Announcement or on such other terms as may
be agreed between Amerada Hess and Linda or as may be required to comply with
the requirements of the Panel on Takeovers and Mergers (the "Panel"), the
Financial Services Authority or the London Stock Exchange. A reference in this
undertaking to the "Offer" also includes any new, increased, renewed or revised
offer made by or on behalf of Amerada Hess to acquire shares in Linda, provided
that the terms of such offer are, in the opinion of Goldman Sachs, no less
favourable to acceptors than the terms set out in the Press Announcement.
Time of the Essence
8. Any time, date or period mentioned in this undertaking may be extended by
mutual agreement but as regards any time, date or period originally fixed or as
extended, time shall be of the essence.
The Offer
9.1 Subject to paragraph 9.2, Amerada Hess agrees to make the Offer if the Press
Announcement is published, with Amerada Hess's prior approval, in substantially
the form attached (or in such other form as may be agreed between Amerada Hess
and LASMO or as may be required to comply with the requirements of the Panel on
Takeovers and Mergers (the "Panel")) by not later than 8 November 2000. Approval
of the release of the Press Announcement is at Amerada Hess's absolute
discretion.
9.2 Amerada Hess will not be obliged to make or proceed with the Offer if, after
the Press Announcement is published:
(a) the Panel consents to Amerada Hess not proceeding with the Offer; or
(b) Amerada Hess is no longer required by the City Code of Takeovers and
Mergers (the "Code") to proceed with the Offer.
9.3 Amerada Hess shall have no liability to me for any failure to make or
implement the Offer and I will not be entitled to specific performance of Clause
9.1 if, in each case, Amerada Hess has become aware that any condition of the
Offer as set out in the Press Announcement has become incapable of being
fulfilled.
9.4 My obligations under this agreement will lapse if:
(a) the Press Announcement is not released on 8 November 2000; or
(b) the Offer is not made or Amerada Hess does not proceed with the offer in
any of the circumstances referred to in paragraph 9.2,
and in these circumstances neither party will have any claim against the other
except in respect of any prior breach.
If the undertaking lapses, I shall have no claim against Amerada Hess.
Director's undertakings
10.1 As a director of Linda, I shall use my best endeavours to procure that
Linda and the board of directors of Linda:
(a) provide all assistance which Amerada Hess reasonably requests to enable
it to prepare the Offer Document and all related and ancillary documents
in accordance with the requirements of the Code, the SEC, the Financial
Services Authority and the London Stock Exchange and any other legal or
regulatory requirement or body;
(b) provide all assistance which Amerada Hess reasonably requests to Amerada
Hess as may be required to obtain the clearances and consents referred to
in the Press Announcement;
(c) if the Offer becomes unconditional in all respects, promptly approve the
appointment as director(s) of Linda of the persons nominated by Amerada
Hess and, if required by Amerada Hess, I shall resign as a director of
Linda ;
(d) agree to any extension of time limits in the Code for posting of this
Offer which Amerada Hess requests and which the Panel approves; and
(e) not make (and that no-one makes on behalf of Linda):
(i) any announcement before the Press Announcement is released
which refers expressly or implicitly to Amerada Hess; or
(ii) any other announcement in connection with the Offer without
prior consultation with Amerada Hess,
unless Amerada Hess consents in writing or the relevant announcement is
required by law or any regulatory provision.
10.2 I shall:
(a) not directly or indirectly solicit any person other than Amerada Hess to
propose or announce any offer for or any scheme of arrangement in respect
of any shares or other securities of Linda; or
(b) not directly or indirectly initiate any discussions with, or provide any
information to, any person who is or may be considering proposing or
announcing such an offer or scheme; or
(c) recommend acceptance of the Offer to Linda shareholders and not modify,
qualify or withdraw that recommendation at any time, except insofar as to
do so would be inconsistent with my duties as a Director of LASMO.
10.3 I shall promptly inform you of any approach by a third party which may lead
to an offer for Linda or the occurrence of any matter referred to above and will
keep you fully informed of the same (but not of the value of the relevant
proposal or the identity of its proponent).
10.4 I confirm that I know of no matter or circumstance which might mean that
any condition of the Offer set out in the Press Announcement cannot be
fulfilled. I will have no liability to Amerada Hess in respect of this
confirmation.
Confirmation
11. I confirm that in signing this letter I am not a customer of Goldman Sachs
for the purposes of the Rules of The Securities and Futures Authority and that
Goldman Sachs does not owe me any of the duties which it owes to its customers.
I confirm that I have had an adequate opportunity to consider whether or not to
give this undertaking and to obtain independent advice.
Power of Attorney
12.1 In order to secure the performance of my obligations under this
undertaking, I appoint any director of Amerada Hess as my attorney:
(a) if I fail to accept or to procure acceptance of the Offer in accordance
with paragraphs 3(a), 3(b) or 3(c) or if I fail to accept the offer
referred to in paragraph 3(d) in accordance with that paragraph, in my
name and on my behalf to do all things and to execute all deeds and other
documents as may be necessary or desirable to accept such offers in
respect of the Linda Shares, the Beneficial Shares, any Further Linda
Shares and the options referred to in paragraph 3(d) (as appropriate);
and
(b) to execute any form of proxy required by Amerada Hess appointing any
person nominated by Amerada Hess to attend and vote on a Relevant
Resolution (as defined in paragraph 4.3) at a general meeting of Linda.
12.2 I agree that this power of attorney is given by way of security and is
irrevocable in accordance with section 4 Powers of Attorney Act 1971 until the
Offer closes, lapses or is withdrawn.
Specific Performance
13. I agree that, if I fail to accept the Offer in accordance with this
undertaking or breach any of my obligations, damages would not be an adequate
remedy and accordingly Amerada Hess shall be entitled to the remedy of specific
performance.
14. General
14.1 The obligations I have accepted under this agreement are without prejudice
to any rights of Amerada Hess or Goldman Sachs at common law or equity.
Invalidity of any provision of this agreement will not affect any other
provision.
14.2 Any failure or delay by any person in exercising any right, power or
privilege under this agreement will not comprise a waiver and a single or
partial exercise will not restrict any further exercise.
14.3 This agreement is governed by and is to be construed in accordance with
English law and each of the parties submits to the exclusive jurisdiction of the
English courts for all purposes in connection with this agreement.
SCHEDULE
EXISTING SHARES
PART A - REGISTERED HOLDINGS OF LINDA ORDINARY SHARES
REGISTERED HOLDER ORDINARY SHARES OF
25P EACH
(Print name of giver of
undertaking)
THIERRY HUGHES BAUDOUIN
JEAN BAPTISTE DE RUDDER
SIGNED and DELIVERED as a DEED by THIERRY HUGHES BAUDOMIAS
JEAN BAPTISTE DE RHODER
Yours faithfully,
Signature THIERRY HUGHES BAUDOMIAS
Name THIERRY HUGHES BAUDOMIAS
in the presence of:
Signature of witness: MICHELE DE RUDDER
Name MICHELE DE RUDDER
Address 6 AVENUE DE BECASSES
1640 RHODE ST. GENESE
BELGIUM
EXHIBIT 5
To: Amerada Hess Corporation plc ("Amerada Hess")
and Goldman Sachs International ("Goldman Sachs")
6 November 2000
Dear Sirs,
I understand that Amerada Hess intends to make an offer to acquire all the
issued ordinary share capital of Linda plc ("Linda") substantially on the terms
of the attached draft press announcement. This letter sets out the terms and
conditions on which I will accept the Offer (as defined in paragraph 7 of this
undertaking) when it is made.
Shareholdings
1. I represent and warrant to Amerada Hess that:
(a) I am the registered holder and beneficial owner of the number of
ordinary shares of 25p each in the capital of Linda shown in Part A of
the Schedule (the "Linda Shares") and that I hold these free of any
lien, charge, option, equity or encumbrance and free from any third
party right or interest;
(b) I am the beneficial owner (but not registered holder) of the number of
ordinary shares of 25p each in the capital of Linda shown in Part B of
the Schedule (the "Beneficial Shares") and that I hold these free of
any lien, charge, option, equity or encumbrance and free from any
third party right or interest;
(c) the information set out in the Schedule regarding the shares of Linda
in which I am interested is complete and accurate;
(d) the Schedule contains complete and accurate details of all options,
warrants and other rights I may have to subscribe for, purchase or
otherwise acquire any securities of Linda; and
(e) I have full power and authority to enter into this undertaking, to
perform the obligations under it and to accept the Offer in respect of
the Linda shares.
Dealings
2. I undertake to Amerada Hess that before the Offer closes, lapses or is
withdrawn, I shall not:
(a) sell, transfer, charge, encumber, grant any option over or otherwise
dispose of any Linda Shares or any Beneficial Shares or any other
shares or securities in Linda issued or unconditionally allotted to me
or otherwise acquired by me before then ("Further Linda Shares") other
than pursuant to my acceptance of the Offer;
(b) accept any other offer in respect of the shares or securities referred
to in paragraph 2(a);
(c) (other than pursuant to the Offer) enter into any agreement or
arrangement or permit any agreement or arrangement to be entered into
or incur any obligation or permit any obligation to arise:
(i) to do any of the acts referred to in paragraphs 2(a) or
2(b);
(ii) in relation to, or operating by reference to, the Linda
Shares, the Beneficial Shares or any Further Linda Shares;
or
(iii) which, in relation to the Linda Shares, the Beneficial
Shares or any Further Linda Shares, would or might restrict
or impede me accepting the Offer,
and for the avoidance of doubt, references in this paragraph 2(c) to
any agreement, arrangement or obligation includes any agreement,
arrangement or obligation whether or not legally binding or subject to
any condition or which is to take effect if the Offer closes or lapses
or if this undertaking ceases to be binding or following any other
event; or
(d) save for the acquisition of any further shares in Linda on the
exercise of options referred to in Part C of the Schedule, I shall not
purchase, sell or otherwise deal in any shares or other securities of
Linda or Amerada Hess or any interest therein (including any
derivatives referenced to such securities).
Undertaking to accept the Offer
3. In consideration of Amerada Hess's agreement in paragraph 9.1 to make
the Offer, I undertake to Amerada Hess that:
(a) I shall accept the Offer in respect of the Linda Shares in accordance
with the procedure for acceptance set out in the formal document
containing the Offer (the "Offer Document") not later than seven days
after Amerada Hess posts the Offer Document to Linda shareholders and
shall perform the agreement to which that acceptance gives rise, in
accordance with the relevant provisions of the Offer Document;
(b) I shall take all action within my power to procure that the registered
holder of the Beneficial Securities accepts the Offer in accordance
with the relevant provisions of the Offer Document and performs the
agreement to which that acceptance gives rise, in accordance with the
relevant provisions of the Offer Document;
(c) I shall accept the Offer in respect of any Further Linda Shares in
accordance with the procedure for acceptance set out in the Offer
Document not later than two days after the date I become the
registered holder of the Further Linda Shares and shall perform the
agreement to which that acceptance gives rise, in accordance with the
relevant provisons of the Offer Document;
(d) I shall take all action within my power to procure that the registered
holder of any further ordinary shares in Linda in which I acquire a
beneficial interest after the date of this undertaking but of which I
do not become the registered holder ("Further Beneficial Shares")
accepts the offer and performs the agreement to which that acceptance
gives rise in accordance with the relevant provisions of the Offer
Document.
(e) I shall not withdraw any acceptances of the Offer and shall cause the
registered holder(s) of any Beneficial Shares and any Further
Beneficial Shares not to do so; and
(f) pursuant to the Offer, Amerada Hess will acquire the Linda Shares, the
Beneficial Shares and any Further Linda Shares from me free of any
lien, charge, option, equity or encumbrance and together with all
rights of any nature attaching to those shares including the right to
all dividends declared or paid after the date of this undertaking.
Voting Rights
4.1 From the time Amerada Hess announces the Offer to the time the Offer becomes
wholly unconditional, lapses or is withdrawn:
(a) I shall exercise the votes attaching to my Linda Shares and any
Further Linda Shares on a Relevant Resolution (as defined in paragraph
4.3) only in accordance with Amerada Hess's directions;
(b) I shall exercise the rights attaching to my Linda Shares and any
Further Linda Shares to requisition or join in requisitioning any
general or class meeting of Linda for the purposes of considering a
Relevant Resolution and to require Linda pursuant to section 376
Companies Act 1985 to give notice of such a resolution only in
accordance with Amerada Hess's directions;
(c) I shall cause the registered holder(s) of any Beneficial Shares and
any Further Beneficial Shares to comply with paragraphs 4.1(a) and
4.1(b).
4.2 For the purpose of voting or causing votes to be cast on a Relevant
Resolution, I shall execute any form of proxy required by Amerada Hess
appointing any person nominated by Amerada Hess to attend and vote at the
relevant general meeting of Linda .
4.3 A "Relevant Resolution" means:
(a) a resolution (whether or not amended) proposed at a general or class
meeting of Linda, or at an adjourned meeting, the passing of which is
necessary to implement the Offer or which, if passed, might result in
any condition of the Offer not being fulfilled or which might impede
or frustrate the Offer in any way;
(b) a resolution to adjourn a general or class meeting of Linda whose
business includes the consideration of a resolution falling within
paragraph 4.3(a); and
(c) a resolution to amend a resolution falling within paragraph 4.3(a) or
paragraph 4.3(b).
Documentation
5.1 I consent to:
(a) the inclusion of references to me and this undertaking in Amerada
Hess's announcement of the Offer (the "Press Announcement") as they
appear in the attached draft of the Press Announcement;
(b) particulars of this undertaking and my holdings of, and dealings in,
relevant securities of Linda and Amerada Hess being included in the
Offer Document and any other related or ancillary document as required
by the Code; and
(c) this undertaking being available for inspection until the end of the
offer period (as defined in the Code).
5.2 I shall promptly give you all information and any assistance as you may
reasonably require for the preparation of the Offer Document and all related and
ancillary documents in order to comply with the requirements of the Code, the
Financial Services Authority and the London Stock Exchange and any other legal
or regulatory requirement or body. I shall immediately notify you in writing of
any material change in the accuracy or impact of any information previously
given to you.
Secrecy
6. I will keep secret the possibility, terms and conditions of the Offer and the
existence and terms of this undertaking until the Press Announcement is released
provided that I may disclose the same to Linda and its advisers in which case I
will use reasonable endeavours to ensure that they observe secrecy in the same
terms. The obligations in this paragraph will survive termination of this
undertaking.
Interpretation
7. In this undertaking the "Offer" means the offer to be made by or on behalf of
Amerada Hess to acquire ordinary shares of 25p each in the capital of Linda on
substantially the terms of the Press Announcement or on such other terms as may
be agreed between Amerada Hess and Linda or as may be required to comply with
the requirements of the Panel on Takeovers and Mergers (the "Panel"), the
Financial Services Authority or the London Stock Exchange. A reference in this
undertaking to the "Offer" also includes any new, increased, renewed or revised
offer made by or on behalf of Amerada Hess to acquire shares in Linda, provided
that the terms of such offer are, in the opinion of Goldman Sachs, no less
favourable to acceptors than the terms set out in the Press Announcement.
Time of the Essence
8. Any time, date or period mentioned in this undertaking may be extended by
mutual agreement but as regards any time, date or period originally fixed or as
extended, time shall be of the essence.
The Offer
9.1 Subject to paragraph 9.2, Amerada Hess agrees to make the Offer if the Press
Announcement is published, with Amerada Hess's prior approval, in substantially
the form attached (or in such other form as may be agreed between Amerada Hess
and LASMO or as may be required to comply with the requirements of the Panel on
Takeovers and Mergers (the "Panel")) by not later than 8 November 2000. Approval
of the release of the Press Announcement is at Amerada Hess's absolute
discretion.
9.2 Amerada Hess will not be obliged to make or proceed with the Offer if, after
the Press Announcement is published:
(a) the Panel consents to Amerada Hess not proceeding with the Offer; or
(b) Amerada Hess is no longer required by the City Code of Takeovers and
Mergers (the "Code") to proceed with the Offer.
9.3 Amerada Hess shall have no liability to me for any failure to make or
implement the Offer and I will not be entitled to specific performance of Clause
9.1 if, in each case, Amerada Hess has become aware that any condition of the
Offer as set out in the Press Announcement has become incapable of being
fulfilled.
9.4 My obligations under this agreement will lapse if:
(a) the Press Announcement is not released on 8 November 2000; or
(b) the Offer is not made in any of the circumstances referred to in
paragraph 9.2,
and in these circumstances neither party will have any claim against the other
except in respect of any prior breach.
If the undertaking lapses, I shall have no claim against Amerada Hess.
Director's undertakings
10.1 As a director of Linda, I shall use my best endeavours to procure that
Linda and the board of directors of Linda:
(a) provide all assistance which Amerada Hess reasonably requests to
enable it to prepare the Offer Document and all related and ancillary
documents in accordance with the requirements of the Code, the SEC,
the Financial Services Authority and the London Stock Exchange and any
other legal or regulatory requirement or body;
(b) provide all assistance which Amerada Hess reasonably requests to
Amerada Hess as may be required to obtain the clearances and consents
referred to in the Press Announcement;
(c) if the Offer becomes unconditional in all respects, promptly approve
the appointment as director(s) of Linda of the persons nominated by
Amerada Hess and, if required by Amerada Hess, I shall resign as a
director of Linda ;
(d) agree to any extension of time limits in the Code for posting of this
Offer which Amerada Hess requests and which the Panel approves; and
(e) not make (and that no-one makes on behalf of Linda):
(i) any announcement before the Press Announcement is released
which refers expressly or implicitly to Amerada Hess; or
(ii) any other announcement in connection with the Offer without
prior consultation with Amerada Hess,
unless Amerada Hess consents in writing or the relevant announcement is
required by law or any regulatory provision.
10.2 I shall:
(a) not directly or indirectly solicit any person other than Amerada Hess
to propose or announce any offer for or any scheme of arrangement in
respect of any shares or other securities of Linda; or
(b) not directly or indirectly initiate any discussions with, or provide
any information to, any person who is or may be considering proposing
or announcing such an offer or scheme; or
(c) recommend acceptance of the Offer to Linda shareholders and not
modify, qualify or withdraw that recommendation at any time, except
insofar as to do so would be inconsistent with my duties as a Director
of LASMO.
10.3 I shall promptly inform you of any approach by a third party which may lead
to an offer for Linda or the occurrence of any matter referred to above and will
keep you fully informed of the same (but not of the value of the relevant
proposal or the identity of its proponent).
10.4 I confirm that I know of no matter or circumstance which might mean that
any condition of the Offer set out in the Press Announcement cannot be
fulfilled. I will have no liability to Amerada Hess in respect of this
confirmation.
Confirmation
11. I confirm that in signing this letter I am not a customer of Goldman Sachs
for the purposes of the Rules of The Securities and Futures Authority and that
Goldman Sachs does not owe me any of the duties which it owes to its customers.
I confirm that I have had an adequate opportunity to consider whether or not to
give this undertaking and to obtain independent advice.
Power of Attorney
12.1 In order to secure the performance of my obligations under this
undertaking, I appoint any director of Amerada Hess as my attorney:
(a) if I fail to accept or to procure acceptance of the Offer in
accordance with paragraphs 3(a), 3(b) or 3(c) or if I fail to accept
the offer referred to in paragraph 3(d) in accordance with that
paragraph, in my name and on my behalf to do all things and to execute
all deeds and other documents as may be necessary or desirable to
accept such offers in respect of the Linda Shares, the Beneficial
Shares, any Further Linda Shares and the options referred to in
paragraph 3(d) (as appropriate); and
(b) to execute any form of proxy required by Amerada Hess appointing any
person nominated by Amerada Hess to attend and vote on a Relevant
Resolution (as defined in paragraph 4.3) at a general meeting of
Linda.
12.2 I agree that this power of attorney is given by way of security and is
irrevocable in accordance with section 4 Powers of Attorney Act 1971 until the
Offer closes, lapses or is withdrawn.
Specific Performance
13. I agree that, if I fail to accept the Offer in accordance with this
undertaking or breach any of my obligations, damages would not be an adequate
remedy and accordingly Amerada Hess shall be entitled to the remedy of specific
performance.
14. General
14.1 The obligations I have accepted under this agreement are without prejudice
to any rights of Amerada Hess or Goldman Sachs at common law or equity.
Invalidity of any provision of this agreement will not affect any other
provision.
14.2 Any failure or delay by any person in exercising any right, power or
privilege under this agreement will not comprise a waiver and a single or
partial exercise will not restrict any further exercise.
14.3 This agreement is governed by and is to be construed in accordance with
English law and each of the parties submits to the exclusive jurisdiction of the
English courts for all purposes in connection with this agreement.
SCHEDULE
EXISTING SHARES
PART A - REGISTERED HOLDINGS OF LINDA ORDINARY SHARES
REGISTERED HOLDER ORDINARY SHARES OF
25P EACH
(Print name of giver of
undertaking)
PAUL COLBECK MURRAY 9,869
55,399
PART B - BENEFICIAL HOLDINGS OF LINDA ORDINARY SHARES
BENEFICIAL OWNER ORDINARY SHARES OF
25P EACH
(Print name)
- -------------------------
PART C - OPTIONS AND OTHER RIGHTS TO ACQUIRE LINDA SECURITIES (INCLUDING
OPTIONS)
HOLDER TYPE OF OPTION
(Print name)
- ----------------------- 1984
-------------------------------
122,079
SAYE
-------------------------------
18,960
Equity Plan
-------------------------------
As per 20F SEC
SIGNED and DELIVERED as a DEED by PAUL COLBECK MURRAY
Yours faithfully,
Signature PAUL COLBECK MURRAY
Name PAUL COLBECK MURRAY
in the presence of:
Signature of witness: AO BRIEN
Name AO BRIEN
Address 101 Bishopsgate
London EC2M 3XH
Solicitor
EXHIBIT 6
To: Amerada Hess Corporation plc ("Amerada Hess")
and Goldman Sachs International ("Goldman Sachs")
6 November 2000
Dear Sirs,
I understand that Amerada Hess intends to make an offer to acquire all the
issued ordinary share capital of Linda plc ("Linda") substantially on the terms
of the attached draft press announcement. This letter sets out the terms and
conditions on which I will accept the Offer (as defined in paragraph 7 of this
undertaking) when it is made.
Shareholdings
1. I represent and warrant to Amerada Hess that:
(a) I am the registered holder and beneficial owner of the number of
ordinary shares of 25p each in the capital of Linda shown in Part A of
the Schedule (the "Linda Shares") and that I hold these free of any
lien, charge, option, equity or encumbrance and free from any third
party right or interest;
(b) I am the beneficial owner (but not registered holder) of the number of
ordinary shares of 25p each in the capital of Linda shown in Part B of
the Schedule (the "Beneficial Shares") and that I hold these free of
any lien, charge, option, equity or encumbrance and free from any third
party right or interest;
(c) the information set out in the Schedule regarding the shares of Linda
in which I am interested is complete and accurate;
(d) the Schedule contains complete and accurate details of all options,
warrants and other rights I may have to subscribe for, purchase or
otherwise acquire any securities of Linda; and
(e) I have full power and authority to enter into this undertaking, to
perform the obligations under it and to accept the Offer in respect of
the Linda shares.
Dealings
2. I undertake to Amerada Hess that before the Offer closes, lapses or is
withdrawn, I shall not:
(a) sell, transfer, charge, encumber, grant any option over or otherwise
dispose of any Linda Shares or any Beneficial Shares or any other
shares or securities in Linda issued or unconditionally allotted to me
or otherwise acquired by me before then ("Further Linda Shares") other
than pursuant to my acceptance of the Offer;
(b) accept any other offer in respect of the shares or securities referred
to in paragraph 2(a);
(c) (other than pursuant to the Offer) enter into any agreement or
arrangement or permit any agreement or arrangement to be entered into
or incur any obligation or permit any obligation to arise:
(i) to do any of the acts referred to in paragraphs 2(a) or 2(b);
(ii) in relation to, or operating by reference to, the Linda
Shares, the Beneficial Shares or any Further Linda Shares; or
(iii) which, in relation to the Linda Shares, the Beneficial Shares
or any Further Linda Shares, would or might restrict or impede
me accepting the Offer,
and for the avoidance of doubt, references in this paragraph 2(c) to
any agreement, arrangement or obligation includes any agreement,
arrangement or obligation whether or not legally binding or subject to
any condition or which is to take effect if the Offer closes or lapses
or if this undertaking ceases to be binding or following any other
event; or
(d) save for the acquisition of any further shares in Linda on the exercise
of options referred to in Part C of the Schedule, I shall not purchase,
sell or otherwise deal in any shares or other securities of Linda or
Amerada Hess or any interest therein (including any derivatives
referenced to such securities).
Undertaking to accept the Offer
3. In consideration of Amerada Hess's agreement in paragraph 9.1 to make
the Offer, I undertake to Amerada Hess that:
(a) I shall accept the Offer in respect of the Linda Shares in accordance
with the procedure for acceptance set out in the formal document
containing the Offer (the "Offer Document") not later than seven days
after Amerada Hess posts the Offer Document to Linda shareholders and
shall perform the agreement to which that acceptance gives rise, in
accordance with the relevant provisions of the Offer Document;
(b) I shall take all action within my power to procure that the registered
holder of the Beneficial Securities accepts the Offer in accordance
with the relevant provisions of the Offer Document and performs the
agreement to which that acceptance gives rise, in accordance with the
relevant provisions of the Offer Document;
(c) I shall accept the Offer in respect of any Further Linda Shares in
accordance with the procedure for acceptance set out in the Offer
Document not later than two days after the date I become the registered
holder of the Further Linda Shares and shall perform the agreement to
which that acceptance gives rise, in accordance with the relevant
provisons of the Offer Document;
(d) I shall take all action within my power to procure that the registered
holder of any further ordinary shares in Linda in which I acquire a
beneficial interest after the date of this undertaking but of which I
do not become the registered holder ("Further Beneficial Shares")
accepts the offer and performs the agreement to which that acceptance
gives rise in accordance with the relevant provisions of the Offer
Document.
(e) I shall not withdraw any acceptances of the Offer and shall cause the
registered holder(s) of any Beneficial Shares and any Further
Beneficial Shares not to do so; and
(f) pursuant to the Offer, Amerada Hess will acquire the Linda Shares, the
Beneficial Shares and any Further Linda Shares from me free of any
lien, charge, option, equity or encumbrance and together with all
rights of any nature attaching to those shares including the right to
all dividends declared or paid after the date of this undertaking.
Voting Rights
4.1 From the time Amerada Hess announces the Offer to the time the Offer becomes
wholly unconditional, lapses or is withdrawn:
(a) I shall exercise the votes attaching to my Linda Shares and any Further
Linda Shares on a Relevant Resolution (as defined in paragraph 4.3)
only in accordance with Amerada Hess's directions;
(b) I shall exercise the rights attaching to my Linda Shares and any
Further Linda Shares to requisition or join in requisitioning any
general or class meeting of Linda for the purposes of considering a
Relevant Resolution and to require Linda pursuant to section 376
Companies Act 1985 to give notice of such a resolution only in
accordance with Amerada Hess's directions;
(c) I shall cause the registered holder(s) of any Beneficial Shares and any
Further Beneficial Shares to comply with paragraphs 4.1(a) and 4.1(b).
4.2 For the purpose of voting or causing votes to be cast on a Relevant
Resolution, I shall execute any form of proxy required by Amerada Hess
appointing any person nominated by Amerada Hess to attend and vote at the
relevant general meeting of Linda .
4.3 A "Relevant Resolution" means:
(a) a resolution (whether or not amended) proposed at a general or class
meeting of Linda, or at an adjourned meeting, the passing of which is
necessary to implement the Offer or which, if passed, might result in
any condition of the Offer not being fulfilled or which might impede or
frustrate the Offer in any way;
(b) a resolution to adjourn a general or class meeting of Linda whose
business includes the consideration of a resolution falling within
paragraph 4.3(a); and
(c) a resolution to amend a resolution falling within paragraph 4.3(a) or
paragraph 4.3(b).
Documentation
5.1 I consent to:
(a) the inclusion of references to me and this undertaking in Amerada
Hess's announcement of the Offer (the "Press Announcement") as they
appear in the attached draft of the Press Announcement;
(b) particulars of this undertaking and my holdings of, and dealings in,
relevant securities of Linda and Amerada Hess being included in the
Offer Document and any other related or ancillary document as required
by the Code; and
(c) this undertaking being available for inspection until the end of the
offer period (as defined in the Code).
5.2 I shall promptly give you all information and any assistance as you may
reasonably require for the preparation of the Offer Document and all related and
ancillary documents in order to comply with the requirements of the Code, the
Financial Services Authority and the London Stock Exchange and any other legal
or regulatory requirement or body. I shall immediately notify you in writing of
any material change in the accuracy or impact of any information previously
given to you.
Secrecy
6. I will keep secret the possibility, terms and conditions of the Offer and the
existence and terms of this undertaking until the Press Announcement is released
provided that I may disclose the same to Linda and its advisers in which case I
will use reasonable endeavours to ensure that they observe secrecy in the same
terms. The obligations in this paragraph will survive termination of this
undertaking.
Interpretation
7. In this undertaking the "Offer" means the offer to be made by or on behalf of
Amerada Hess to acquire ordinary shares of 25p each in the capital of Linda on
substantially the terms of the Press Announcement or on such other terms as may
be agreed between Amerada Hess and Linda or as may be required to comply with
the requirements of the Panel on Takeovers and Mergers (the "Panel"), the
Financial Services Authority or the London Stock Exchange. A reference in this
undertaking to the "Offer" also includes any new, increased, renewed or revised
offer made by or on behalf of Amerada Hess to acquire shares in Linda, provided
that the terms of such offer are, in the opinion of Goldman Sachs, no less
favourable to acceptors than the terms set out in the Press Announcement.
Time of the Essence
8. Any time, date or period mentioned in this undertaking may be extended by
mutual agreement but as regards any time, date or period originally fixed or as
extended, time shall be of the essence.
The Offer
9.1 Subject to paragraph 9.2, Amerada Hess agrees to make the Offer if the Press
Announcement is published, with Amerada Hess's prior approval, in substantially
the form attached (or in such other form as may be agreed between Amerada Hess
and LASMO or as may be required to comply with the requirements of the Panel on
Takeovers and Mergers (the "Panel")) by not later than 8 November 2000. Approval
of the release of the Press Announcement is at Amerada Hess's absolute
discretion.
9.2 Amerada Hess will not be obliged to make or proceed with the Offer if, after
the Press Announcement is published:
(a) the Panel consents to Amerada Hess not proceeding with the Offer; or
(b) Amerada Hess is no longer required by the City Code of Takeovers and
Mergers (the "Code") to proceed with the Offer.
9.3 Amerada Hess shall have no liability to me for any failure to make or
implement the Offer and I will not be entitled to specific performance of Clause
9.1 if, in each case, Amerada Hess has become aware that any condition of the
Offer as set out in the Press Announcement has become incapable of being
fulfilled.
9.4 My obligations under this agreement will lapse if:
(a) the Press Announcement is not released on 8 November 2000; or
(b) the Offer is not made in any of the circumstances referred to in
paragraph 9.2,
and in these circumstances neither party will have any claim against the other
except in respect of any prior breach.
If the undertaking lapses, I shall have no claim against Amerada Hess.
Director's undertakings
10.1 As a director of Linda, I shall use my best endeavours to procure that
Linda and the board of directors of Linda:
(a) provide all assistance which Amerada Hess reasonably requests to enable
it to prepare the Offer Document and all related and ancillary
documents in accordance with the requirements of the Code, the SEC, the
Financial Services Authority and the London Stock Exchange and any
other legal or regulatory requirement or body;
(b) provide all assistance which Amerada Hess reasonably requests to
Amerada Hess as may be required to obtain the clearances and consents
referred to in the Press Announcement;
(c) if the Offer becomes unconditional in all respects, promptly approve
the appointment as director(s) of Linda of the persons nominated by
Amerada Hess and, if required by Amerada Hess, I shall resign as a
director of Linda ;
(d) agree to any extension of time limits in the Code for posting of this
Offer which Amerada Hess requests and which the Panel approves; and
(e) not make (and that no-one makes on behalf of Linda):
(i) any announcement before the Press Announcement is released
which refers expressly or implicitly to Amerada Hess; or
(ii) any other announcement in connection with the Offer without
prior consultation with Amerada Hess,
unless Amerada Hess consents in writing or the relevant announcement is
required by law or any regulatory provision.
10.2 I shall:
(a) not directly or indirectly solicit any person other than Amerada Hess
to propose or announce any offer for or any scheme of arrangement in
respect of any shares or other securities of Linda; or
(b) not directly or indirectly initiate any discussions with, or provide
any information to, any person who is or may be considering proposing
or announcing such an offer or scheme; or
(c) recommend acceptance of the Offer to Linda shareholders and not modify,
qualify or withdraw that recommendation at any time, except insofar as
to do so would be inconsistent with my duties as a Director of LASMO.
10.3 I shall promptly inform you of any approach by a third party which may lead
to an offer for Linda or the occurrence of any matter referred to above and will
keep you fully informed of the same (but not of the value of the relevant
proposal or the identity of its proponent).
10.4 I confirm that I know of no matter or circumstance which might mean that
any condition of the Offer set out in the Press Announcement cannot be
fulfilled. I will have no liability to Amerada Hess in respect of this
confirmation.
Confirmation
11. I confirm that in signing this letter I am not a customer of Goldman Sachs
for the purposes of the Rules of The Securities and Futures Authority and that
Goldman Sachs does not owe me any of the duties which it owes to its customers.
I confirm that I have had an adequate opportunity to consider whether or not to
give this undertaking and to obtain independent advice.
Power of Attorney
12.1 In order to secure the performance of my obligations under this
undertaking, I appoint any director of Amerada Hess as my attorney:
(a) if I fail to accept or to procure acceptance of the Offer in accordance
with paragraphs 3(a), 3(b) or 3(c) or if I fail to accept the offer
referred to in paragraph 3(d) in accordance with that paragraph, in my
name and on my behalf to do all things and to execute all deeds and
other documents as may be necessary or desirable to accept such offers
in respect of the Linda Shares, the Beneficial Shares, any Further
Linda Shares and the options referred to in paragraph 3(d) (as
appropriate); and
(b) to execute any form of proxy required by Amerada Hess appointing any
person nominated by Amerada Hess to attend and vote on a Relevant
Resolution (as defined in paragraph 4.3) at a general meeting of Linda.
12.2 I agree that this power of attorney is given by way of security and is
irrevocable in accordance with section 4 Powers of Attorney Act 1971 until the
Offer closes, lapses or is withdrawn.
Specific Performance
13. I agree that, if I fail to accept the Offer in accordance with this
undertaking or breach any of my obligations, damages would not be an adequate
remedy and accordingly Amerada Hess shall be entitled to the remedy of specific
performance.
14. General
14.1 The obligations I have accepted under this agreement are without prejudice
to any rights of Amerada Hess or Goldman Sachs at common law or equity.
Invalidity of any provision of this agreement will not affect any other
provision.
14.2 Any failure or delay by any person in exercising any right, power or
privilege under this agreement will not comprise a waiver and a single or
partial exercise will not restrict any further exercise.
14.3 This agreement is governed by and is to be construed in accordance with
English law and each of the parties submits to the exclusive jurisdiction of the
English courts for all purposes in connection with this agreement.
SCHEDULE
Existing Shares
PART A - Registered Holdings of Linda Ordinary Shares
Registered Holder Ordinary Shares of
25p each
(Print name of giver of
undertaking)
ROY GREGORY REYNOLDS 8,075
PART B - Beneficial Holdings of Linda Ordinary Shares
Beneficial Owner Ordinary Shares of
25p each
(Print name)
ROY GREGORY REYNOLDS 8,390
PART C - Options and other rights to acquire Linda securities (including
options)
Holder Type of option
(Print name)
- -----------------------
SIGNED and DELIVERED as a DEED by......................................
Yours faithfully,
Signature DR ROY REYNOLDS
Name DR ROY REYNOLDS
in the presence of:
Signature of witness: M. C. REYNOLDS
Name: MONICA REYNOLDS
Address: Boorne Lodge
Fairoak Lane
Oxshott KT22 0TR
EXHIBIT 7
To: Amerada Hess Corporation plc ("Amerada Hess")
and Goldman Sachs International ("Goldman Sachs")
6 November 2000
Dear Sirs,
I understand that Amerada Hess intends to make an offer to acquire all the
issued ordinary share capital of Linda plc ("Linda") substantially on the terms
of the attached draft press announcement. This letter sets out the terms and
conditions on which I will accept the Offer (as defined in paragraph 7 of this
undertaking) when it is made.
Shareholdings
1. I represent and warrant to Amerada Hess that:
(a) I am the registered holder and beneficial owner of the number of
ordinary shares of 25p each in the capital of Linda shown in Part A of
the Schedule (the "Linda Shares") and that I hold these free of any
lien, charge, option, equity or encumbrance and free from any third
party right or interest;
(b) I am the beneficial owner (but not registered holder) of the number of
ordinary shares of 25p each in the capital of Linda shown in Part B of
the Schedule (the "Beneficial Shares") and that I hold these free of
any lien, charge, option, equity or encumbrance and free from any third
party right or interest;
(c) the information set out in the Schedule regarding the shares of Linda
in which I am interested is complete and accurate;
(d) the Schedule contains complete and accurate details of all options,
warrants and other rights I may have to subscribe for, purchase or
otherwise acquire any securities of Linda; and
(e) I have full power and authority to enter into this undertaking, to
perform the obligations under it and to accept the Offer in respect of
the Linda shares.
Dealings
2. I undertake to Amerada Hess that before the Offer closes, lapses or is
withdrawn, I shall not:
(a) sell, transfer, charge, encumber, grant any option over or otherwise
dispose of any Linda Shares or any Beneficial Shares or any other
shares or securities in Linda issued or unconditionally allotted to me
or otherwise acquired by me before then ("Further Linda Shares") other
than pursuant to my acceptance of the Offer;
(b) accept any other offer in respect of the shares or securities referred
to in paragraph 2(a);
(c) (other than pursuant to the Offer) enter into any agreement or
arrangement or permit any agreement or arrangement to be entered into
or incur any obligation or permit any obligation to arise:
(i) to do any of the acts referred to in paragraphs 2(a) or 2(b);
(ii) in relation to, or operating by reference to, the Linda
Shares, the Beneficial Shares or any Further Linda Shares; or
(iii) which, in relation to the Linda Shares, the Beneficial Shares
or any Further Linda Shares, would or might restrict or impede
me accepting the Offer,
and for the avoidance of doubt, references in this paragraph 2(c) to
any agreement, arrangement or obligation includes any agreement,
arrangement or obligation whether or not legally binding or subject to
any condition or which is to take effect if the Offer closes or lapses
or if this undertaking ceases to be binding or following any other
event; or
(d) save for the acquisition of any further shares in Linda on the exercise
of options referred to in Part C of the Schedule, I shall not purchase,
sell or otherwise deal in any shares or other securities of Linda or
Amerada Hess or any interest therein (including any derivatives
referenced to such securities).
Undertaking to accept the Offer
3. In consideration of Amerada Hess's agreement in paragraph 9.1 to make
the Offer, I undertake to Amerada Hess that:
(a) I shall accept the Offer in respect of the Linda Shares in accordance
with the procedure for acceptance set out in the formal document
containing the Offer (the "Offer Document") not later than seven days
after Amerada Hess posts the Offer Document to Linda shareholders and
shall perform the agreement to which that acceptance gives rise, in
accordance with the relevant provisions of the Offer Document;
(b) I shall take all action within my power to procure that the registered
holder of the Beneficial Securities accepts the Offer in accordance
with the relevant provisions of the Offer Document and performs the
agreement to which that acceptance gives rise, in accordance with the
relevant provisions of the Offer Document;
(c) I shall accept the Offer in respect of any Further Linda Shares in
accordance with the procedure for acceptance set out in the Offer
Document not later than two days after the date I become the registered
holder of the Further Linda Shares and shall perform the agreement to
which that acceptance gives rise, in accordance with the relevant
provisons of the Offer Document;
(d) I shall take all action within my power to procure that the registered
holder of any further ordinary shares in Linda in which I acquire a
beneficial interest after the date of this undertaking but of which I
do not become the registered holder ("Further Beneficial Shares")
accepts the offer and performs the agreement to which that acceptance
gives rise in accordance with the relevant provisions of the Offer
Document.
(e) I shall not withdraw any acceptances of the Offer and shall cause the
registered holder(s) of any Beneficial Shares and any Further
Beneficial Shares not to do so; and
(f) pursuant to the Offer, Amerada Hess will acquire the Linda Shares, the
Beneficial Shares and any Further Linda Shares from me free of any
lien, charge, option, equity or encumbrance and together with all
rights of any nature attaching to those shares including the right to
all dividends declared or paid after the date of this undertaking.
Voting Rights
4.1 From the time Amerada Hess announces the Offer to the time the Offer becomes
wholly unconditional, lapses or is withdrawn:
(a) I shall exercise the votes attaching to my Linda Shares and any Further
Linda Shares on a Relevant Resolution (as defined in paragraph 4.3)
only in accordance with Amerada Hess's directions;
(b) I shall exercise the rights attaching to my Linda Shares and any
Further Linda Shares to requisition or join in requisitioning any
general or class meeting of Linda for the purposes of considering a
Relevant Resolution and to require Linda pursuant to section 376
Companies Act 1985 to give notice of such a resolution only in
accordance with Amerada Hess's directions;
(c) I shall cause the registered holder(s) of any Beneficial Shares and any
Further Beneficial Shares to comply with paragraphs 4.1(a) and 4.1(b).
4.2 For the purpose of voting or causing votes to be cast on a Relevant
Resolution, I shall execute any form of proxy required by Amerada Hess
appointing any person nominated by Amerada Hess to attend and vote at the
relevant general meeting of Linda .
4.3 A "Relevant Resolution" means:
(a) a resolution (whether or not amended) proposed at a general or class
meeting of Linda, or at an adjourned meeting, the passing of which is
necessary to implement the Offer or which, if passed, might result in
any condition of the Offer not being fulfilled or which might impede or
frustrate the Offer in any way;
(b) a resolution to adjourn a general or class meeting of Linda whose
business includes the consideration of a resolution falling within
paragraph 4.3(a); and
(c) a resolution to amend a resolution falling within paragraph 4.3(a) or
paragraph 4.3(b).
Documentation
5.1 I consent to:
(a) the inclusion of references to me and this undertaking in Amerada
Hess's announcement of the Offer (the "Press Announcement") as they
appear in the attached draft of the Press Announcement;
(b) particulars of this undertaking and my holdings of, and dealings in,
relevant securities of Linda and Amerada Hess being included in the
Offer Document and any other related or ancillary document as required
by the Code; and
(c) this undertaking being available for inspection until the end of the
offer period (as defined in the Code).
5.2 I shall promptly give you all information and any assistance as you may
reasonably require for the preparation of the Offer Document and all related and
ancillary documents in order to comply with the requirements of the Code, the
Financial Services Authority and the London Stock Exchange and any other legal
or regulatory requirement or body. I shall immediately notify you in writing of
any material change in the accuracy or impact of any information previously
given to you.
Secrecy
6. I will keep secret the possibility, terms and conditions of the Offer and the
existence and terms of this undertaking until the Press Announcement is released
provided that I may disclose the same to Linda and its advisers in which case I
will use reasonable endeavours to ensure that they observe secrecy in the same
terms. The obligations in this paragraph will survive termination of this
undertaking.
Interpretation
7. In this undertaking the "Offer" means the offer to be made by or on behalf of
Amerada Hess to acquire ordinary shares of 25p each in the capital of Linda on
substantially the terms of the Press Announcement or on such other terms as may
be agreed between Amerada Hess and Linda or as may be required to comply with
the requirements of the Panel on Takeovers and Mergers (the "Panel"), the
Financial Services Authority or the London Stock Exchange. A reference in this
undertaking to the "Offer" also includes any new, increased, renewed or revised
offer made by or on behalf of Amerada Hess to acquire shares in Linda, provided
that the terms of such offer are, in the opinion of Goldman Sachs, no less
favourable to acceptors than the terms set out in the Press Announcement.
Time of the Essence
8. Any time, date or period mentioned in this undertaking may be extended by
mutual agreement but as regards any time, date or period originally fixed or as
extended, time shall be of the essence.
The Offer
9.1 Subject to paragraph 9.2, Amerada Hess agrees to make the Offer if the Press
Announcement is published, with Amerada Hess's prior approval, in substantially
the form attached (or in such other form as may be agreed between Amerada Hess
and LASMO or as may be required to comply with the requirements of the Panel on
Takeovers and Mergers (the "Panel")) by not later than 8 November 2000. Approval
of the release of the Press Announcement is at Amerada Hess's absolute
discretion.
9.2 Amerada Hess will not be obliged to make or proceed with the Offer if, after
the Press Announcement is published:
(a) the Panel consents to Amerada Hess not proceeding with the Offer; or
(b) Amerada Hess is no longer required by the City Code of Takeovers and
Mergers (the "Code") to proceed with the Offer.
9.3 Amerada Hess shall have no liability to me for any failure to make or
implement the Offer and I will not be entitled to specific performance of Clause
9.1 if, in each case, Amerada Hess has become aware that any condition of the
Offer as set out in the Press Announcement has become incapable of being
fulfilled.
9.4 My obligations under this agreement will lapse if:
(a) the Press Announcement is not released on 8 November 2000; or
(b) the Offer is not made in any of the circumstances referred to in
paragraph 9.2,
and in these circumstances neither party will have any claim against the other
except in respect of any prior breach.
If the undertaking lapses, I shall have no claim against Amerada Hess.
Director's undertakings
10.1 As a director of Linda, I shall use my best endeavours to procure that
Linda and the board of directors of Linda:
(a) provide all assistance which Amerada Hess reasonably requests to enable
it to prepare the Offer Document and all related and ancillary
documents in accordance with the requirements of the Code, the SEC, the
Financial Services Authority and the London Stock Exchange and any
other legal or regulatory requirement or body;
(b) provide all assistance which Amerada Hess reasonably requests to
Amerada Hess as may be required to obtain the clearances and consents
referred to in the Press Announcement;
(c) if the Offer becomes unconditional in all respects, promptly approve
the appointment as director(s) of Linda of the persons nominated by
Amerada Hess and, if required by Amerada Hess, I shall resign as a
director of Linda ;
(d) agree to any extension of time limits in the Code for posting of this
Offer which Amerada Hess requests and which the Panel approves; and
(e) not make (and that no-one makes on behalf of Linda):
(i) any announcement before the Press Announcement is released
which refers expressly or implicitly to Amerada Hess; or
(ii) any other announcement in connection with the Offer without
prior consultation with Amerada Hess,
unless Amerada Hess consents in writing or the relevant announcement is
required by law or any regulatory provision.
10.2 I shall:
(a) not directly or indirectly solicit any person other than Amerada Hess
to propose or announce any offer for or any scheme of arrangement in
respect of any shares or other securities of Linda; or
(b) not directly or indirectly initiate any discussions with, or provide
any information to, any person who is or may be considering proposing
or announcing such an offer or scheme; or
(c) recommend acceptance of the Offer to Linda shareholders and not modify,
qualify or withdraw that recommendation at any time, except insofar as
to do so would be inconsistent with my duties as a Director of LASMO.
10.3 I shall promptly inform you of any approach by a third party which may lead
to an offer for Linda or the occurrence of any matter referred to above and will
keep you fully informed of the same (but not of the value of the relevant
proposal or the identity of its proponent).
10.4 I confirm that I know of no matter or circumstance which might mean that
any condition of the Offer set out in the Press Announcement cannot be
fulfilled. I will have no liability to Amerada Hess in respect of this
confirmation.
Confirmation
11. I confirm that in signing this letter I am not a customer of Goldman Sachs
for the purposes of the Rules of The Securities and Futures Authority and that
Goldman Sachs does not owe me any of the duties which it owes to its customers.
I confirm that I have had an adequate opportunity to consider whether or not to
give this undertaking and to obtain independent advice.
Power of Attorney
12.1 In order to secure the performance of my obligations under this
undertaking, I appoint any director of Amerada Hess as my attorney:
(a) if I fail to accept or to procure acceptance of the Offer in accordance
with paragraphs 3(a), 3(b) or 3(c) or if I fail to accept the offer
referred to in paragraph 3(d) in accordance with that paragraph, in my
name and on my behalf to do all things and to execute all deeds and
other documents as may be necessary or desirable to accept such offers
in respect of the Linda Shares, the Beneficial Shares, any Further
Linda Shares and the options referred to in paragraph 3(d) (as
appropriate); and
(b) to execute any form of proxy required by Amerada Hess appointing any
person nominated by Amerada Hess to attend and vote on a Relevant
Resolution (as defined in paragraph 4.3) at a general meeting of Linda.
12.2 I agree that this power of attorney is given by way of security and is
irrevocable in accordance with section 4 Powers of Attorney Act 1971 until the
Offer closes, lapses or is withdrawn.
Specific Performance
13. I agree that, if I fail to accept the Offer in accordance with this
undertaking or breach any of my obligations, damages would not be an adequate
remedy and accordingly Amerada Hess shall be entitled to the remedy of specific
performance.
14. General
14.1 The obligations I have accepted under this agreement are without prejudice
to any rights of Amerada Hess or Goldman Sachs at common law or equity.
Invalidity of any provision of this agreement will not affect any other
provision.
14.2 Any failure or delay by any person in exercising any right, power or
privilege under this agreement will not comprise a waiver and a single or
partial exercise will not restrict any further exercise.
14.3 This agreement is governed by and is to be construed in accordance with
English law and each of the parties submits to the exclusive jurisdiction of the
English courts for all purposes in connection with this agreement.
SCHEDULE
Existing Shares
PART A - Registered Holdings of Linda Ordinary Shares
Registered Holder Ordinary Shares of
25p each
(Print name of giver of
undertaking)
NIGEL VICTOR TURNBULL 32,442
PART B - Beneficial Holdings of Linda Ordinary Shares
Beneficial Owner Ordinary Shares of
25p each
(Print name)
- -------------------------
PART C - Options and other rights to acquire Linda securities (including
options)
Holder Type of option
(Print name)
- -----------------------
SIGNED and DELIVERED as a DEED by......................................
Yours faithfully,
Signature
Name JOESPH DARBY as solicitor for Mr Nigel Turnbull
in the presence of:
Signature of witness: AO BRIEN
Name: AO BRIEN
Address: 101 Bishopsgate
London EC2M 3XH
Solicitor
EXHIBIT 8
To: Amerada Hess Corporation plc ("Amerada Hess")
and Goldman Sachs International ("Goldman Sachs")
6 November 2000
Dear Sirs,
I understand that Amerada Hess intends to make an offer to acquire all the
issued ordinary share capital of Linda plc ("Linda") substantially on the terms
of the attached draft press announcement. This letter sets out the terms and
conditions on which I will accept the Offer (as defined in paragraph 7 of this
undertaking) when it is made.
Shareholdings
1. I represent and warrant to Amerada Hess that:
(a) I am the registered holder and beneficial owner of the number of
ordinary shares of 25p each in the capital of Linda shown in Part A of
the Schedule (the "Linda Shares") and that I hold these free of any
lien, charge, option, equity or encumbrance and free from any third
party right or interest;
(b) I am the beneficial owner (but not registered holder) of the number of
ordinary shares of 25p each in the capital of Linda shown in Part B of
the Schedule (the "Beneficial Shares") and that I hold these free of
any lien, charge, option, equity or encumbrance and free from any third
party right or interest;
(c) the information set out in the Schedule regarding the shares of Linda
in which I am interested is complete and accurate;
(d) the Schedule contains complete and accurate details of all options,
warrants and other rights I may have to subscribe for, purchase or
otherwise acquire any securities of Linda; and
(e) I have full power and authority to enter into this undertaking, to
perform the obligations under it and to accept the Offer in respect of
the Linda shares.
Dealings
2. I undertake to Amerada Hess that before the Offer closes, lapses or is
withdrawn, I shall not:
(a) sell, transfer, charge, encumber, grant any option over or otherwise
dispose of any Linda Shares or any Beneficial Shares or any other
shares or securities in Linda issued or unconditionally allotted to me
or otherwise acquired by me before then ("Further Linda Shares") other
than pursuant to my acceptance of the Offer;
(b) accept any other offer in respect of the shares or securities referred
to in paragraph 2(a);
(c) (other than pursuant to the Offer) enter into any agreement or
arrangement or permit any agreement or arrangement to be entered into
or incur any obligation or permit any obligation to arise:
(i) to do any of the acts referred to in paragraphs 2(a) or 2(b);
(ii) in relation to, or operating by reference to, the Linda
Shares, the Beneficial Shares or any Further Linda Shares; or
(iii) which, in relation to the Linda Shares, the Beneficial Shares
or any Further Linda Shares, would or might restrict or impede
me accepting the Offer,
and for the avoidance of doubt, references in this paragraph 2(c) to
any agreement, arrangement or obligation includes any agreement,
arrangement or obligation whether or not legally binding or subject to
any condition or which is to take effect if the Offer closes or lapses
or if this undertaking ceases to be binding or following any other
event; or
(d) save for the acquisition of any further shares in Linda on the exercise
of options referred to in Part C of the Schedule, I shall not purchase,
sell or otherwise deal in any shares or other securities of Linda or
Amerada Hess or any interest therein (including any derivatives
referenced to such securities).
Undertaking to accept the Offer
3. In consideration of Amerada Hess's agreement in paragraph 9.1 to make
the Offer, I undertake to Amerada Hess that:
(a) I shall accept the Offer in respect of the Linda Shares in accordance
with the procedure for acceptance set out in the formal document
containing the Offer (the "Offer Document") not later than seven days
after Amerada Hess posts the Offer Document to Linda shareholders and
shall perform the agreement to which that acceptance gives rise, in
accordance with the relevant provisions of the Offer Document;
(b) I shall take all action within my power to procure that the registered
holder of the Beneficial Securities accepts the Offer in accordance
with the relevant provisions of the Offer Document and performs the
agreement to which that acceptance gives rise, in accordance with the
relevant provisions of the Offer Document;
(c) I shall accept the Offer in respect of any Further Linda Shares in
accordance with the procedure for acceptance set out in the Offer
Document not later than two days after the date I become the registered
holder of the Further Linda Shares and shall perform the agreement to
which that acceptance gives rise, in accordance with the relevant
provisons of the Offer Document;
(d) I shall take all action within my power to procure that the registered
holder of any further ordinary shares in Linda in which I acquire a
beneficial interest after the date of this undertaking but of which I
do not become the registered holder ("Further Beneficial Shares")
accepts the offer and performs the agreement to which that acceptance
gives rise in accordance with the relevant provisions of the Offer
Document.
(e) I shall not withdraw any acceptances of the Offer and shall cause the
registered holder(s) of any Beneficial Shares and any Further
Beneficial Shares not to do so; and
(f) pursuant to the Offer, Amerada Hess will acquire the Linda Shares, the
Beneficial Shares and any Further Linda Shares from me free of any
lien, charge, option, equity or encumbrance and together with all
rights of any nature attaching to those shares including the right to
all dividends declared or paid after the date of this undertaking.
Voting Rights
4.1 From the time Amerada Hess announces the Offer to the time the Offer becomes
wholly unconditional, lapses or is withdrawn:
(a) I shall exercise the votes attaching to my Linda Shares and any Further
Linda Shares on a Relevant Resolution (as defined in paragraph 4.3)
only in accordance with Amerada Hess's directions;
(b) I shall exercise the rights attaching to my Linda Shares and any
Further Linda Shares to requisition or join in requisitioning any
general or class meeting of Linda for the purposes of considering a
Relevant Resolution and to require Linda pursuant to section 376
Companies Act 1985 to give notice of such a resolution only in
accordance with Amerada Hess's directions;
(c) I shall cause the registered holder(s) of any Beneficial Shares and any
Further Beneficial Shares to comply with paragraphs 4.1(a) and 4.1(b).
4.2 For the purpose of voting or causing votes to be cast on a Relevant
Resolution, I shall execute any form of proxy required by Amerada Hess
appointing any person nominated by Amerada Hess to attend and vote at the
relevant general meeting of Linda .
4.3 A "Relevant Resolution" means:
(a) a resolution (whether or not amended) proposed at a general or class
meeting of Linda, or at an adjourned meeting, the passing of which is
necessary to implement the Offer or which, if passed, might result in
any condition of the Offer not being fulfilled or which might impede or
frustrate the Offer in any way;
(b) a resolution to adjourn a general or class meeting of Linda whose
business includes the consideration of a resolution falling within
paragraph 4.3(a); and
(c) a resolution to amend a resolution falling within paragraph 4.3(a) or
paragraph 4.3(b).
Documentation
5.1 I consent to:
(a) the inclusion of references to me and this undertaking in Amerada
Hess's announcement of the Offer (the "Press Announcement") as they
appear in the attached draft of the Press Announcement;
(b) particulars of this undertaking and my holdings of, and dealings in,
relevant securities of Linda and Amerada Hess being included in the
Offer Document and any other related or ancillary document as required
by the Code; and
(c) this undertaking being available for inspection until the end of the
offer period (as defined in the Code).
5.2 I shall promptly give you all information and any assistance as you may
reasonably require for the preparation of the Offer Document and all related and
ancillary documents in order to comply with the requirements of the Code, the
Financial Services Authority and the London Stock Exchange and any other legal
or regulatory requirement or body. I shall immediately notify you in writing of
any material change in the accuracy or impact of any information previously
given to you.
Secrecy
6. I will keep secret the possibility, terms and conditions of the Offer and the
existence and terms of this undertaking until the Press Announcement is released
provided that I may disclose the same to Linda and its advisers in which case I
will use reasonable endeavours to ensure that they observe secrecy in the same
terms. The obligations in this paragraph will survive termination of this
undertaking.
Interpretation
7. In this undertaking the "Offer" means the offer to be made by or on behalf of
Amerada Hess to acquire ordinary shares of 25p each in the capital of Linda on
substantially the terms of the Press Announcement or on such other terms as may
be agreed between Amerada Hess and Linda or as may be required to comply with
the requirements of the Panel on Takeovers and Mergers (the "Panel"), the
Financial Services Authority or the London Stock Exchange. A reference in this
undertaking to the "Offer" also includes any new, increased, renewed or revised
offer made by or on behalf of Amerada Hess to acquire shares in Linda, provided
that the terms of such offer are, in the opinion of Goldman Sachs, no less
favourable to acceptors than the terms set out in the Press Announcement.
Time of the Essence
8. Any time, date or period mentioned in this undertaking may be extended by
mutual agreement but as regards any time, date or period originally fixed or as
extended, time shall be of the essence.
The Offer
9.1 Subject to paragraph 9.2, Amerada Hess agrees to make the Offer if the Press
Announcement is published, with Amerada Hess's prior approval, in substantially
the form attached (or in such other form as may be agreed between Amerada Hess
and LASMO or as may be required to comply with the requirements of the Panel on
Takeovers and Mergers (the "Panel")) by not later than 8 November 2000. Approval
of the release of the Press Announcement is at Amerada Hess's absolute
discretion.
9.2 Amerada Hess will not be obliged to make or proceed with the Offer if, after
the Press Announcement is published:
(a) the Panel consents to Amerada Hess not proceeding with the Offer; or
(b) Amerada Hess is no longer required by the City Code of Takeovers and
Mergers (the "Code") to proceed with the Offer.
9.3 Amerada Hess shall have no liability to me for any failure to make or
implement the Offer and I will not be entitled to specific performance of Clause
9.1 if, in each case, Amerada Hess has become aware that any condition of the
Offer as set out in the Press Announcement has become incapable of being
fulfilled.
9.4 My obligations under this agreement will lapse if:
(a) the Press Announcement is not released on 8 November 2000; or
(b) the Offer is not made in any of the circumstances referred to in
paragraph 9.2,
and in these circumstances neither party will have any claim against the other
except in respect of any prior breach.
If the undertaking lapses, I shall have no claim against Amerada Hess.
Director's undertakings
10.1 As a director of Linda, I shall use my best endeavours to procure that
Linda and the board of directors of Linda:
(a) provide all assistance which Amerada Hess reasonably requests to enable
it to prepare the Offer Document and all related and ancillary
documents in accordance with the requirements of the Code, the SEC, the
Financial Services Authority and the London Stock Exchange and any
other legal or regulatory requirement or body;
(b) provide all assistance which Amerada Hess reasonably requests to
Amerada Hess as may be required to obtain the clearances and consents
referred to in the Press Announcement;
(c) if the Offer becomes unconditional in all respects, promptly approve
the appointment as director(s) of Linda of the persons nominated by
Amerada Hess and, if required by Amerada Hess, I shall resign as a
director of Linda ;
(d) agree to any extension of time limits in the Code for posting of this
Offer which Amerada Hess requests and which the Panel approves; and
(e) not make (and that no-one makes on behalf of Linda):
(i) any announcement before the Press Announcement is released
which refers expressly or implicitly to Amerada Hess; or
(ii) any other announcement in connection with the Offer without
prior consultation with Amerada Hess,
unless Amerada Hess consents in writing or the relevant announcement is
required by law or any regulatory provision.
10.2 I shall:
(a) not directly or indirectly solicit any person other than Amerada Hess
to propose or announce any offer for or any scheme of arrangement in
respect of any shares or other securities of Linda; or
(b) not directly or indirectly initiate any discussions with, or provide
any information to, any person who is or may be considering proposing
or announcing such an offer or scheme; or
(c) recommend acceptance of the Offer to Linda shareholders and not modify,
qualify or withdraw that recommendation at any time, except insofar as
to do so would be inconsistent with my duties as a Director of LASMO.
10.3 I shall promptly inform you of any approach by a third party which may lead
to an offer for Linda or the occurrence of any matter referred to above and will
keep you fully informed of the same (but not of the value of the relevant
proposal or the identity of its proponent).
10.4 I confirm that I know of no matter or circumstance which might mean that
any condition of the Offer set out in the Press Announcement cannot be
fulfilled. I will have no liability to Amerada Hess in respect of this
confirmation.
Confirmation
11. I confirm that in signing this letter I am not a customer of Goldman Sachs
for the purposes of the Rules of The Securities and Futures Authority and that
Goldman Sachs does not owe me any of the duties which it owes to its customers.
I confirm that I have had an adequate opportunity to consider whether or not to
give this undertaking and to obtain independent advice.
Power of Attorney
12.1 In order to secure the performance of my obligations under this
undertaking, I appoint any director of Amerada Hess as my attorney:
(a) if I fail to accept or to procure acceptance of the Offer in accordance
with paragraphs 3(a), 3(b) or 3(c) or if I fail to accept the offer
referred to in paragraph 3(d) in accordance with that paragraph, in my
name and on my behalf to do all things and to execute all deeds and
other documents as may be necessary or desirable to accept such offers
in respect of the Linda Shares, the Beneficial Shares, any Further
Linda Shares and the options referred to in paragraph 3(d) (as
appropriate); and
(b) to execute any form of proxy required by Amerada Hess appointing any
person nominated by Amerada Hess to attend and vote on a Relevant
Resolution (as defined in paragraph 4.3) at a general meeting of Linda.
12.2 I agree that this power of attorney is given by way of security and is
irrevocable in accordance with section 4 Powers of Attorney Act 1971 until the
Offer closes, lapses or is withdrawn.
Specific Performance
13. I agree that, if I fail to accept the Offer in accordance with this
undertaking or breach any of my obligations, damages would not be an adequate
remedy and accordingly Amerada Hess shall be entitled to the remedy of specific
performance.
14. General
14.1 The obligations I have accepted under this agreement are without prejudice
to any rights of Amerada Hess or Goldman Sachs at common law or equity.
Invalidity of any provision of this agreement will not affect any other
provision.
14.2 Any failure or delay by any person in exercising any right, power or
privilege under this agreement will not comprise a waiver and a single or
partial exercise will not restrict any further exercise.
14.3 This agreement is governed by and is to be construed in accordance with
English law and each of the parties submits to the exclusive jurisdiction of the
English courts for all purposes in connection with this agreement.
SCHEDULE
Existing Shares
PART A - Registered Holdings of Linda Ordinary Shares
Registered Holder Ordinary Shares of
25p each
(Print name of giver of
undertaking)
TIMOTHY PIENNE BRENNAND 16,807
PART B - Beneficial Holdings of Linda Ordinary Shares
Beneficial Owner Ordinary Shares of
25p each
(Print name)
- -------------------------
PART C - Options and other rights to acquire Linda securities (including
options)
Holder Type of option
(Print name)
- -----------------------
SIGNED and DELIVERED as a DEED by......................................
Yours faithfully,
Signature: JOSEPH DARBY as attorney
Name: JOSEPH DARBY as attorney
Signature of witness: AO BRIEN
Name: AO BRIEN
Address: 101 Bishopsgate
London EC2M 3XH
Solicitor
EXHIBIT 9
To: Amerada Hess Corporation plc ("Amerada Hess")
and Goldman Sachs International ("Goldman Sachs")
November 2000
Dear Sirs,
I understand that Amerada Hess intends to make an offer to acquire all the
issued ordinary share capital of Linda plc ("Linda") substantially on the terms
of the attached draft press announcement. This letter sets out the terms and
conditions on which I will accept the Offer (as defined in paragraph 7 of this
undertaking) when it is made.
Shareholdings
1. I represent and warrant to Amerada Hess that:
(a) I am the registered holder and beneficial owner of the number of
ordinary shares of 25p each in the capital of Linda shown in Part A of
the Schedule (the "Linda Shares") and that I hold these free of any
lien, charge, option, equity or encumbrance and free from any third
party right or interest;
(b) I am the beneficial owner (but not registered holder) of the number of
ordinary shares of 25p each in the capital of Linda shown in Part B of
the Schedule (the "Beneficial Shares") and that I hold these free of
any lien, charge, option, equity or encumbrance and free from any
third party right or interest;
(c) the information set out in the Schedule regarding the shares of Linda
in which I am interested is complete and accurate;
(d) the Schedule contains complete and accurate details of all options,
warrants and other rights I may have to subscribe for, purchase or
otherwise acquire any securities of Linda; and
(e) I have full power and authority to enter into this undertaking, to
perform the obligations under it and to accept the Offer in respect of
the Linda shares.
Dealings
2. I undertake to Amerada Hess that before the Offer closes, lapses or is
withdrawn, I shall not:
(a) sell, transfer, charge, encumber, grant any option over or otherwise
dispose of any Linda Shares or any Beneficial Shares or any other
shares or securities in Linda issued or unconditionally allotted to me
or otherwise acquired by me before then ("Further Linda Shares") other
than pursuant to my acceptance of the Offer;
(b) accept any other offer in respect of the shares or securities referred
to in paragraph 2(a);
(c) (other than pursuant to the Offer) enter into any agreement or
arrangement or permit any agreement or arrangement to be entered into
or incur any obligation or permit any obligation to arise:
(i) to do any of the acts referred to in paragraphs 2(a) or 2(b);
(ii) in relation to, or operating by reference to, the Linda
Shares, the Beneficial Shares or any Further Linda Shares; or
(iii) which, in relation to the Linda Shares, the Beneficial Shares
or any Further Linda Shares, would or might restrict or impede
me accepting the Offer,
and for the avoidance of doubt, references in this paragraph 2(c) to
any agreement, arrangement or obligation includes any agreement,
arrangement or obligation whether or not legally binding or subject to
any condition or which is to take effect if the Offer closes or lapses
or if this undertaking ceases to be binding or following any other
event; or
(d) save for the acquisition of any further shares in Linda on the exercise
of options referred to in Part C of the Schedule, I shall not purchase,
sell or otherwise deal in any shares or other securities of Linda or
Amerada Hess or any interest therein (including any derivatives
referenced to such securities).
Undertaking to accept the Offer
3. In consideration of Amerada Hess's agreement in paragraph 9.1 to make
the Offer, I undertake to Amerada Hess that:
(a) I shall accept the Offer in respect of the Linda Shares in accordance
with the procedure for acceptance set out in the formal document
containing the Offer (the "Offer Document") not later than seven days
after Amerada Hess posts the Offer Document to Linda shareholders and
shall perform the agreement to which that acceptance gives rise, in
accordance with the relevant provisions of the Offer Document;
(b) I shall take all action within my power to procure that the registered
holder of the Beneficial Securities accepts the Offer in accordance
with the relevant provisions of the Offer Document and performs the
agreement to which that acceptance gives rise, in accordance with the
relevant provisions of the Offer Document;
(c) I shall accept the Offer in respect of any Further Linda Shares in
accordance with the procedure for acceptance set out in the Offer
Document not later than two days after the date I become the registered
holder of the Further Linda Shares and shall perform the agreement to
which that acceptance gives rise, in accordance with the relevant
provisons of the Offer Document;
(d) I shall take all action within my power to procure that the registered
holder of any further ordinary shares in Linda in which I acquire a
beneficial interest after the date of this undertaking but of which I
do not become the registered holder ("Further Beneficial Shares")
accepts the offer and performs the agreement to which that acceptance
gives rise in accordance with the relevant provisions of the Offer
Document.
(e) I shall not withdraw any acceptances of the Offer and shall cause the
registered holder(s) of any Beneficial Shares and any Further
Beneficial Shares not to do so; and
(f) pursuant to the Offer, Amerada Hess will acquire the Linda Shares, the
Beneficial Shares and any Further Linda Shares from me free of any
lien, charge, option, equity or encumbrance and together with all
rights of any nature attaching to those shares including the right to
all dividends declared or paid after the date of this undertaking.
Voting Rights
4.1 From the time Amerada Hess announces the Offer to the time the Offer becomes
wholly unconditional, lapses or is withdrawn:
(a) I shall exercise the votes attaching to my Linda Shares and any Further
Linda Shares on a Relevant Resolution (as defined in paragraph 4.3)
only in accordance with Amerada Hess's directions;
(b) I shall exercise the rights attaching to my Linda Shares and any
Further Linda Shares to requisition or join in requisitioning any
general or class meeting of Linda for the purposes of considering a
Relevant Resolution and to require Linda pursuant to section 376
Companies Act 1985 to give notice of such a resolution only in
accordance with Amerada Hess's directions;
(c) I shall cause the registered holder(s) of any Beneficial Shares and any
Further Beneficial Shares to comply with paragraphs 4.1(a) and 4.1(b).
4.2 For the purpose of voting or causing votes to be cast on a Relevant
Resolution, I shall execute any form of proxy required by Amerada Hess
appointing any person nominated by Amerada Hess to attend and vote at the
relevant general meeting of Linda .
4.3 A "Relevant Resolution" means:
(a) a resolution (whether or not amended) proposed at a general or class
meeting of Linda, or at an adjourned meeting, the passing of which is
necessary to implement the Offer or which, if passed, might result in
any condition of the Offer not being fulfilled or which might impede or
frustrate the Offer in any way;
(b) a resolution to adjourn a general or class meeting of Linda whose
business includes the consideration of a resolution falling within
paragraph 4.3(a); and
(c) a resolution to amend a resolution falling within paragraph 4.3(a) or
paragraph 4.3(b).
Documentation
5.1 I consent to:
(a) the inclusion of references to me and this undertaking in Amerada
Hess's announcement of the Offer (the "Press Announcement") as they
appear in the attached draft of the Press Announcement;
(b) particulars of this undertaking and my holdings of, and dealings in,
relevant securities of Linda and Amerada Hess being included in the
Offer Document and any other related or ancillary document as required
by the Code; and
(c) this undertaking being available for inspection until the end of the
offer period (as defined in the Code).
5.2 I shall promptly give you all information and any assistance as you may
reasonably require for the preparation of the Offer Document and all related and
ancillary documents in order to comply with the requirements of the Code, the
Financial Services Authority and the London Stock Exchange and any other legal
or regulatory requirement or body. I shall immediately notify you in writing of
any material change in the accuracy or impact of any information previously
given to you.
Secrecy
6. I will keep secret the possibility, terms and conditions of the Offer and the
existence and terms of this undertaking until the Press Announcement is released
provided that I may disclose the same to Linda and its advisers in which case I
will use reasonable endeavours to ensure that they observe secrecy in the same
terms. The obligations in this paragraph will survive termination of this
undertaking.
Interpretation
7. In this undertaking the "Offer" means the offer to be made by or on behalf of
Amerada Hess to acquire ordinary shares of 25p each in the capital of Linda on
substantially the terms of the Press Announcement or on such other terms as may
be agreed between Amerada Hess and Linda or as may be required to comply with
the requirements of the Panel on Takeovers and Mergers (the "Panel"), the
Financial Services Authority or the London Stock Exchange. A reference in this
undertaking to the "Offer" also includes any new, increased, renewed or revised
offer made by or on behalf of Amerada Hess to acquire shares in Linda, provided
that the terms of such offer are, in the opinion of Goldman Sachs, no less
favourable to acceptors than the terms set out in the Press Announcement.
Time of the Essence
8. Any time, date or period mentioned in this undertaking may be extended by
mutual agreement but as regards any time, date or period originally fixed or as
extended, time shall be of the essence.
The Offer
9.1 Subject to paragraph 9.2, Amerada Hess agrees to make the Offer if the Press
Announcement is published, with Amerada Hess's prior approval, in substantially
the form attached (or in such other form as may be agreed between Amerada Hess
and LASMO or as may be required to comply with the requirements of the Panel on
Takeovers and Mergers (the "Panel")) by not later than 8 November 2000. Approval
of the release of the Press Announcement is at Amerada Hess's absolute
discretion.
9.2 Amerada Hess will not be obliged to make or proceed with the Offer if, after
the Press Announcement is published:
(a) the Panel consents to Amerada Hess not proceeding with the Offer; or
(b) Amerada Hess is no longer required by the City Code of Takeovers and
Mergers (the "Code") to proceed with the Offer.
9.3 Amerada Hess shall have no liability to me for any failure to make or
implement the Offer and I will not be entitled to specific performance of Clause
9.1 if, in each case, Amerada Hess has become aware that any condition of the
Offer as set out in the Press Announcement has become incapable of being
fulfilled.
9.4 My obligations under this agreement will lapse if:
(a) the Press Announcement is not released on 8 November 2000; or
(b) the Offer is not made in any of the circumstances referred to in
paragraph 9.2,
and in these circumstances neither party will have any claim against the other
except in respect of any prior breach.
If the undertaking lapses, I shall have no claim against Amerada Hess.
Director's undertakings
10.1 As a director of Linda, I shall use my best endeavours to procure that
Linda and the board of directors of Linda:
(a) provide all assistance which Amerada Hess reasonably requests to enable
it to prepare the Offer Document and all related and ancillary
documents in accordance with the requirements of the Code, the SEC, the
Financial Services Authority and the London Stock Exchange and any
other legal or regulatory requirement or body;
(b) provide all assistance which Amerada Hess reasonably requests to
Amerada Hess as may be required to obtain the clearances and consents
referred to in the Press Announcement;
(c) if the Offer becomes unconditional in all respects, promptly approve
the appointment as director(s) of Linda of the persons nominated by
Amerada Hess and, if required by Amerada Hess, I shall resign as a
director of Linda ;
(d) agree to any extension of time limits in the Code for posting of this
Offer which Amerada Hess requests and which the Panel approves; and
(e) not make (and that no-one makes on behalf of Linda):
(i) any announcement before the Press Announcement is released
which refers expressly or implicitly to Amerada Hess; or
(ii) any other announcement in connection with the Offer without
prior consultation with Amerada Hess,
unless Amerada Hess consents in writing or the relevant announcement is
required by law or any regulatory provision.
10.2 I shall:
(a) not directly or indirectly solicit any person other than Amerada Hess
to propose or announce any offer for or any scheme of arrangement in
respect of any shares or other securities of Linda; or
(b) not directly or indirectly initiate any discussions with, or provide
any information to, any person who is or may be considering proposing
or announcing such an offer or scheme; or
(c) recommend acceptance of the Offer to Linda shareholders and not modify,
qualify or withdraw that recommendation at any time, except insofar as
to do so would be inconsistent with my duties as a Director of LASMO.
10.3 I shall promptly inform you of any approach by a third party which may lead
to an offer for Linda or the occurrence of any matter referred to above and will
keep you fully informed of the same (but not of the value of the relevant
proposal or the identity of its proponent).
10.4 I confirm that I know of no matter or circumstance which might mean that
any condition of the Offer set out in the Press Announcement cannot be
fulfilled. I will have no liability to Amerada Hess in respect of this
confirmation.
Confirmation
11. I confirm that in signing this letter I am not a customer of Goldman Sachs
for the purposes of the Rules of The Securities and Futures Authority and that
Goldman Sachs does not owe me any of the duties which it owes to its customers.
I confirm that I have had an adequate opportunity to consider whether or not to
give this undertaking and to obtain independent advice.
Power of Attorney
12.1 In order to secure the performance of my obligations under this
undertaking, I appoint any director of Amerada Hess as my attorney:
(a) if I fail to accept or to procure acceptance of the Offer in accordance
with paragraphs 3(a), 3(b) or 3(c) or if I fail to accept the offer
referred to in paragraph 3(d) in accordance with that paragraph, in my
name and on my behalf to do all things and to execute all deeds and
other documents as may be necessary or desirable to accept such offers
in respect of the Linda Shares, the Beneficial Shares, any Further
Linda Shares and the options referred to in paragraph 3(d) (as
appropriate); and
(b) to execute any form of proxy required by Amerada Hess appointing any
person nominated by Amerada Hess to attend and vote on a Relevant
Resolution (as defined in paragraph 4.3) at a general meeting of Linda.
12.2 I agree that this power of attorney is given by way of security and is
irrevocable in accordance with section 4 Powers of Attorney Act 1971 until the
Offer closes, lapses or is withdrawn.
Specific Performance
13. I agree that, if I fail to accept the Offer in accordance with this
undertaking or breach any of my obligations, damages would not be an adequate
remedy and accordingly Amerada Hess shall be entitled to the remedy of specific
performance.
14. General
14.1 The obligations I have accepted under this agreement are without prejudice
to any rights of Amerada Hess or Goldman Sachs at common law or equity.
Invalidity of any provision of this agreement will not affect any other
provision.
14.2 Any failure or delay by any person in exercising any right, power or
privilege under this agreement will not comprise a waiver and a single or
partial exercise will not restrict any further exercise.
14.3 This agreement is governed by and is to be construed in accordance with
English law and each of the parties submits to the exclusive jurisdiction of the
English courts for all purposes in connection with this agreement.
SCHEDULE
Existing Shares
PART A - Registered Holdings of Linda Ordinary Shares
Registered Holder Ordinary Shares of
25p each
(Print name of giver of
undertaking)
HUGH EDWARD NORTON 12,442
PART B - Beneficial Holdings of Linda Ordinary Shares
Beneficial Owner Ordinary Shares of
25p each
(Print name)
- -------------------------
PART C - Options and other rights to acquire Linda securities (including
options)
Holder Type of option
(Print name)
NONE
SIGNED and DELIVERED as a DEED by......................................
Yours faithfully,
Signature: HUGH NORTON
Name: HUGH NORTON
in the presence of:
Signature of witness: FJ HARCUP
Name: FJ HARCUP
Address: 1A Portland Road
London W11 4LH
EXHIBIT 10
To: Amerada Hess Corporation plc ("Amerada Hess")
and Goldman Sachs International ("Goldman Sachs")
6 November 2000
Dear Sirs,
I understand that Amerada Hess intends to make an offer to acquire all the
issued ordinary share capital of Linda plc ("Linda") substantially on the terms
of the attached draft press announcement. This letter sets out the terms and
conditions on which I will accept the Offer (as defined in paragraph 7 of this
undertaking) when it is made.
Shareholdings
1. I represent and warrant to Amerada Hess that:
(a) I am the registered holder and beneficial owner of the number of
ordinary shares of 25p each in the capital of Linda shown in Part A of
the Schedule (the "Linda Shares") and that I hold these free of any
lien, charge, option, equity or encumbrance and free from any third
party right or interest;
(b) I am the beneficial owner (but not registered holder) of the number of
ordinary shares of 25p each in the capital of Linda shown in Part B of
the Schedule (the "Beneficial Shares") and that I hold these free of
any lien, charge, option, equity or encumbrance and free from any third
party right or interest;
(c) the information set out in the Schedule regarding the shares of Linda
in which I am interested is complete and accurate;
(d) the Schedule contains complete and accurate details of all options,
warrants and other rights I may have to subscribe for, purchase or
otherwise acquire any securities of Linda; and
(e) I have full power and authority to enter into this undertaking, to
perform the obligations under it and to accept the Offer in respect of
the Linda shares.
Dealings
2. I undertake to Amerada Hess that before the Offer closes, lapses or is
withdrawn, I shall not:
(a) sell, transfer, charge, encumber, grant any option over or otherwise
dispose of any Linda Shares or any Beneficial Shares or any other
shares or securities in Linda issued or unconditionally allotted to me
or otherwise acquired by me before then ("Further Linda Shares") other
than pursuant to my acceptance of the Offer;
(b) accept any other offer in respect of the shares or securities referred
to in paragraph 2(a);
(c) (other than pursuant to the Offer) enter into any agreement or
arrangement or permit any agreement or arrangement to be entered into
or incur any obligation or permit any obligation to arise:
(i) to do any of the acts referred to in paragraphs 2(a) or 2(b);
(ii) in relation to, or operating by reference to, the Linda
Shares, the Beneficial Shares or any Further Linda Shares; or
(iii) which, in relation to the Linda Shares, the Beneficial Shares
or any Further Linda Shares, would or might restrict or impede
me accepting the Offer,
and for the avoidance of doubt, references in this paragraph 2(c) to
any agreement, arrangement or obligation includes any agreement,
arrangement or obligation whether or not legally binding or subject to
any condition or which is to take effect if the Offer closes or lapses
or if this undertaking ceases to be binding or following any other
event; or
(d) save for the acquisition of any further shares in Linda on the exercise
of options referred to in Part C of the Schedule, I shall not purchase,
sell or otherwise deal in any shares or other securities of Linda or
Amerada Hess or any interest therein (including any derivatives
referenced to such securities).
Undertaking to accept the Offer
3. In consideration of Amerada Hess's agreement in paragraph 9.1 to make
the Offer, I undertake to Amerada Hess that:
(a) I shall accept the Offer in respect of the Linda Shares in accordance
with the procedure for acceptance set out in the formal document
containing the Offer (the "Offer Document") not later than seven days
after Amerada Hess posts the Offer Document to Linda shareholders and
shall perform the agreement to which that acceptance gives rise, in
accordance with the relevant provisions of the Offer Document;
(b) I shall take all action within my power to procure that the registered
holder of the Beneficial Securities accepts the Offer in accordance
with the relevant provisions of the Offer Document and performs the
agreement to which that acceptance gives rise, in accordance with the
relevant provisions of the Offer Document;
(c) I shall accept the Offer in respect of any Further Linda Shares in
accordance with the procedure for acceptance set out in the Offer
Document not later than two days after the date I become the registered
holder of the Further Linda Shares and shall perform the agreement to
which that acceptance gives rise, in accordance with the relevant
provisons of the Offer Document;
(d) I shall take all action within my power to procure that the registered
holder of any further ordinary shares in Linda in which I acquire a
beneficial interest after the date of this undertaking but of which I
do not become the registered holder ("Further Beneficial Shares")
accepts the offer and performs the agreement to which that acceptance
gives rise in accordance with the relevant provisions of the Offer
Document.
(e) I shall not withdraw any acceptances of the Offer and shall cause the
registered holder(s) of any Beneficial Shares and any Further
Beneficial Shares not to do so; and
(f) pursuant to the Offer, Amerada Hess will acquire the Linda Shares, the
Beneficial Shares and any Further Linda Shares from me free of any
lien, charge, option, equity or encumbrance and together with all
rights of any nature attaching to those shares including the right to
all dividends declared or paid after the date of this undertaking.
Voting Rights
4.1 From the time Amerada Hess announces the Offer to the time the Offer becomes
wholly unconditional, lapses or is withdrawn:
(a) I shall exercise the votes attaching to my Linda Shares and any Further
Linda Shares on a Relevant Resolution (as defined in paragraph 4.3)
only in accordance with Amerada Hess's directions;
(b) I shall exercise the rights attaching to my Linda Shares and any
Further Linda Shares to requisition or join in requisitioning any
general or class meeting of Linda for the purposes of considering a
Relevant Resolution and to require Linda pursuant to section 376
Companies Act 1985 to give notice of such a resolution only in
accordance with Amerada Hess's directions;
(c) I shall cause the registered holder(s) of any Beneficial Shares and any
Further Beneficial Shares to comply with paragraphs 4.1(a) and 4.1(b).
4.2 For the purpose of voting or causing votes to be cast on a Relevant
Resolution, I shall execute any form of proxy required by Amerada Hess
appointing any person nominated by Amerada Hess to attend and vote at the
relevant general meeting of Linda .
4.3 A "Relevant Resolution" means:
(a) a resolution (whether or not amended) proposed at a general or class
meeting of Linda, or at an adjourned meeting, the passing of which is
necessary to implement the Offer or which, if passed, might result in
any condition of the Offer not being fulfilled or which might impede or
frustrate the Offer in any way;
(b) a resolution to adjourn a general or class meeting of Linda whose
business includes the consideration of a resolution falling within
paragraph 4.3(a); and
(c) a resolution to amend a resolution falling within paragraph 4.3(a) or
paragraph 4.3(b).
Documentation
5.1 I consent to:
(a) the inclusion of references to me and this undertaking in Amerada
Hess's announcement of the Offer (the "Press Announcement") as they
appear in the attached draft of the Press Announcement;
(b) particulars of this undertaking and my holdings of, and dealings in,
relevant securities of Linda and Amerada Hess being included in the
Offer Document and any other related or ancillary document as required
by the Code; and
(c) this undertaking being available for inspection until the end of the
offer period (as defined in the Code).
5.2 I shall promptly give you all information and any assistance as you may
reasonably require for the preparation of the Offer Document and all related and
ancillary documents in order to comply with the requirements of the Code, the
Financial Services Authority and the London Stock Exchange and any other legal
or regulatory requirement or body. I shall immediately notify you in writing of
any material change in the accuracy or impact of any information previously
given to you.
Secrecy
6. I will keep secret the possibility, terms and conditions of the Offer and the
existence and terms of this undertaking until the Press Announcement is released
provided that I may disclose the same to Linda and its advisers in which case I
will use reasonable endeavours to ensure that they observe secrecy in the same
terms. The obligations in this paragraph will survive termination of this
undertaking.
Interpretation
7. In this undertaking the "Offer" means the offer to be made by or on behalf of
Amerada Hess to acquire ordinary shares of 25p each in the capital of Linda on
substantially the terms of the Press Announcement or on such other terms as may
be agreed between Amerada Hess and Linda or as may be required to comply with
the requirements of the Panel on Takeovers and Mergers (the "Panel"), the
Financial Services Authority or the London Stock Exchange. A reference in this
undertaking to the "Offer" also includes any new, increased, renewed or revised
offer made by or on behalf of Amerada Hess to acquire shares in Linda, provided
that the terms of such offer are, in the opinion of Goldman Sachs, no less
favourable to acceptors than the terms set out in the Press Announcement.
Time of the Essence
8. Any time, date or period mentioned in this undertaking may be extended by
mutual agreement but as regards any time, date or period originally fixed or as
extended, time shall be of the essence.
The Offer
9.1 Subject to paragraph 9.2, Amerada Hess agrees to make the Offer if the Press
Announcement is published, with Amerada Hess's prior approval, in substantially
the form attached (or in such other form as may be agreed between Amerada Hess
and LASMO or as may be required to comply with the requirements of the Panel on
Takeovers and Mergers (the "Panel")) by not later than 8 November 2000. Approval
of the release of the Press Announcement is at Amerada Hess's absolute
discretion.
9.2 Amerada Hess will not be obliged to make or proceed with the Offer if, after
the Press Announcement is published:
(a) the Panel consents to Amerada Hess not proceeding with the Offer; or
(b) Amerada Hess is no longer required by the City Code of Takeovers and
Mergers (the "Code") to proceed with the Offer.
9.3 Amerada Hess shall have no liability to me for any failure to make or
implement the Offer and I will not be entitled to specific performance of Clause
9.1 if, in each case, Amerada Hess has become aware that any condition of the
Offer as set out in the Press Announcement has become incapable of being
fulfilled.
9.4 My obligations under this agreement will lapse if:
(a) the Press Announcement is not released on 8 November 2000; or
(b) the Offer is not made in any of the circumstances referred to in
paragraph 9.2,
and in these circumstances neither party will have any claim against the other
except in respect of any prior breach.
If the undertaking lapses, I shall have no claim against Amerada Hess.
Director's undertakings
10.1 As a director of Linda, I shall use my best endeavours to procure that
Linda and the board of directors of Linda:
(a) provide all assistance which Amerada Hess reasonably requests to enable
it to prepare the Offer Document and all related and ancillary
documents in accordance with the requirements of the Code, the SEC, the
Financial Services Authority and the London Stock Exchange and any
other legal or regulatory requirement or body;
(b) provide all assistance which Amerada Hess reasonably requests to
Amerada Hess as may be required to obtain the clearances and consents
referred to in the Press Announcement;
(c) if the Offer becomes unconditional in all respects, promptly approve
the appointment as director(s) of Linda of the persons nominated by
Amerada Hess and, if required by Amerada Hess, I shall resign as a
director of Linda ;
(d) agree to any extension of time limits in the Code for posting of this
Offer which Amerada Hess requests and which the Panel approves; and
(e) not make (and that no-one makes on behalf of Linda):
(i) any announcement before the Press Announcement is released
which refers expressly or implicitly to Amerada Hess; or
(ii) any other announcement in connection with the Offer without
prior consultation with Amerada Hess,
unless Amerada Hess consents in writing or the relevant announcement is
required by law or any regulatory provision.
10.2 I shall:
(a) not directly or indirectly solicit any person other than Amerada Hess
to propose or announce any offer for or any scheme of arrangement in
respect of any shares or other securities of Linda; or
(b) not directly or indirectly initiate any discussions with, or provide
any information to, any person who is or may be considering proposing
or announcing such an offer or scheme; or
(c) recommend acceptance of the Offer to Linda shareholders and not modify,
qualify or withdraw that recommendation at any time, except insofar as
to do so would be inconsistent with my duties as a Director of LASMO.
10.3 I shall promptly inform you of any approach by a third party which may lead
to an offer for Linda or the occurrence of any matter referred to above and will
keep you fully informed of the same (but not of the value of the relevant
proposal or the identity of its proponent).
10.4 I confirm that I know of no matter or circumstance which might mean that
any condition of the Offer set out in the Press Announcement cannot be
fulfilled. I will have no liability to Amerada Hess in respect of this
confirmation.
Confirmation
11. I confirm that in signing this letter I am not a customer of Goldman Sachs
for the purposes of the Rules of The Securities and Futures Authority and that
Goldman Sachs does not owe me any of the duties which it owes to its customers.
I confirm that I have had an adequate opportunity to consider whether or not to
give this undertaking and to obtain independent advice.
Power of Attorney
12.1 In order to secure the performance of my obligations under this
undertaking, I appoint any director of Amerada Hess as my attorney:
(a) if I fail to accept or to procure acceptance of the Offer in accordance
with paragraphs 3(a), 3(b) or 3(c) or if I fail to accept the offer
referred to in paragraph 3(d) in accordance with that paragraph, in my
name and on my behalf to do all things and to execute all deeds and
other documents as may be necessary or desirable to accept such offers
in respect of the Linda Shares, the Beneficial Shares, any Further
Linda Shares and the options referred to in paragraph 3(d) (as
appropriate); and
(b) to execute any form of proxy required by Amerada Hess appointing any
person nominated by Amerada Hess to attend and vote on a Relevant
Resolution (as defined in paragraph 4.3) at a general meeting of Linda.
12.2 I agree that this power of attorney is given by way of security and is
irrevocable in accordance with section 4 Powers of Attorney Act 1971 until the
Offer closes, lapses or is withdrawn.
Specific Performance
13. I agree that, if I fail to accept the Offer in accordance with this
undertaking or breach any of my obligations, damages would not be an adequate
remedy and accordingly Amerada Hess shall be entitled to the remedy of specific
performance.
14. General
14.1 The obligations I have accepted under this agreement are without prejudice
to any rights of Amerada Hess or Goldman Sachs at common law or equity.
Invalidity of any provision of this agreement will not affect any other
provision.
14.2 Any failure or delay by any person in exercising any right, power or
privilege under this agreement will not comprise a waiver and a single or
partial exercise will not restrict any further exercise.
14.3 This agreement is governed by and is to be construed in accordance with
English law and each of the parties submits to the exclusive jurisdiction of the
English courts for all purposes in connection with this agreement.
SCHEDULE
Existing Shares
PART A - Registered Holdings of Linda Ordinary Shares
Registered Holder Ordinary Shares of
25p each
(Print name of giver of
undertaking)
- -------------------------
PART B - Beneficial Holdings of Linda Ordinary Shares
Beneficial Owner Ordinary Shares of
25p each
(Print name)
ANTONY PEVERELL HICHENS 43,122
PART C - Options and other rights to acquire Linda securities (including
options)
Holder Type of option
(Print name)
- -----------------------
SIGNED and DELIVERED as a DEED by......................................
Yours faithfully,
Signature: ANTONY PEVERELL HICHENS
Name: ANTONY PEVERELL HICHENS
in the presence of:
Signature of witness: AO BRIEN
Name AO BRIEN
Address 101 Bishopsgate
London EC2M 3YH
Solicitor
EXHIBIT 11
The Directors
LASMO plc ("LASMO" or the "Company")
101 Bishopsgate
London EC2M 3XH
6 November 2000
STRICTLY PRIVATE & CONFIDENTIAL
Dear Sirs
We refer to our discussions concerning the proposed offer (the "Offer") by us
for the ordinary shares in the capital of LASMO (the "Shares").
1.1 Subject to paragraph 1.2, Amerada Hess agrees to make the Offer if the Press
Announcement is published by not later than 8 November 2000 with Amerada Hess's
prior approval, in substantially the form attached (or in such other form as may
be agreed between Amerada Hess and LASMO or as may be required to comply with
the requirements of the Panel on Takeovers and Mergers (the "Panel")). Approval
of the release of the Press Announcement is at Amerada Hess's absolute
discretion.
1.2 Amerada Hess will not be obliged to make or proceed with the Offer if, after
the Press Announcement is published:
(a) the Panel consents to Amerada Hess not proceeding with the Offer; or
(b) Amerada Hess is no longer required by the City Code on Takeovers and
Mergers (the "Code") to proceed with the Offer.
1.3 Amerada Hess shall have no liability to LASMO for any failure to make or
implement the Offer and LASMO will not be entitled to specific performance of
Clause 1.1, if, in each case, Amerada Hess has become aware that any condition
of the Offer as set out in the Press Announcement has become incapable of being
fulfilled.
1.4 The obligations of LASMO under this agreement will lapse if:
(a) the Press Announcement is not released on 8 November 2000; or
(b) the Offer is not made in any of the circumstances referred to in
paragraph 1.2,
and in those circumstances neither party will have any claim against the other
in respect of any prior breach.
1.5 LASMO confirms to Amerada Hess that it will agree to any extension of time
limits for posting the Offer in the Code which Amerada Hess approves and the
Panel approves, or would approve if LASMO so agreed.
Exclusivity
2.1 LASMO agrees that it will not, and will procure that none of its subsidiary
undertakings (or any of its or their respective directors, employees, advisers,
agents or representatives acting in that capacity) will, directly or indirectly:
(a) solicit or initiate the submission of proposals, indications of
interest or offers of any kind from any person (other than us) in
relation to any offer, scheme, merger or business combination, or
similar transaction or arrangement which results in the ownership of
all or a significant proportion of the Shares passing to any person (an
"Alternative Proposal"); or
(b) initiate any discussions or negotiations with any person in relation to
any Alternative Proposal.
2.2 This Clause 2 will not prevent LASMO responding to any Alternative Proposal
from any third party if LASMO has complied at all times with Clause 2.1 and each
of its Directors and its Rule 3 advisers have complied with the terms of that
Clause as if they were bound by it directly. If information about the affairs of
LASMO or any of its subsidiary undertakings is given to another potential
offeror, LASMO will provide the same information to us promptly.
3. LASMO will promptly (but not more than 24 hours after receipt of any
Alternative Proposal), notify Amerada Hess of (a) any Alternative Proposal of
which it or any of its officers becomes aware (b) any indication of which it or
any of its officers becomes aware that any person is considering making an
Alternative Proposal, and LASMO will at all times keep Amerada Hess informed of
the status of any such Alternative Proposal. This Clause 3 will not require
disclosure of the terms of any Alternative Proposal or the identity of its
proponent.
4. LASMO confirms that neither it nor any of its officers nor its Rule 3
advisers have previously engaged in discussions which have not been terminated
with respect to an Alternative Proposal.
5.1 LASMO's obligations under Clauses 1 to 4 will terminate if the Announcement
in relation to the Offer is not made prior to midnight on 8 November 2000.
5.2 LASMO's obligations under Clauses 1 to 4 following the Announcement will
terminate if, once made, the Offer lapses or is withdrawn.
Inducement Fee
6.1 Amerada Hess shall be entitled to payment of a sum calculated in accordance
with Clause 5.2 if:
(a) a Trigger Event occurs and, at any time prior to the end of the fourth
month following the end of the Relevant Period, any person announces an
intention (whether or not subject to any pre-condition) to implement an
Alternative Proposal and that person consummates an Alternative
Proposal (whether or not in the form announced) at any time during 2001
(for this purpose "Alternative Proposal" includes an acquisition or
disposal of a material asset being one with a value exceeding
(pound)100 million); or
(b) during the Relevant Period, the directors of LASMO (i) fail to
recommend unanimously LASMO Shareholders to accept the Offer; or (ii)
withdraw any such recommendation, or (iii) qualify any such
recommendation in a manner not previously approved by Amerada Hess (in
each case irrespective of whether they could continue to recommend in
good faith or in accordance with their duties); or
(c) during the Relevant Period, LASMO or any of its directors voluntarily
authorises or directs any action or omission which will give rise to a
breach of this agreement by LASMO or prevent a condition to the Offer
being satisfied in either case in a way which is material in the
context of the Wider LASMO Group (as defined in the press announcement
to be issued in connection with the Offer) or which otherwise requires
LASMO shareholders' approval under the Takeover Code.
For these purposes, a "Trigger Event" will occur if during the Relevant Period:
(a) any person makes public an interest in making, or an intention to make,
an Alternative Proposal; or
(b) any person together with any person acting in concert with it (within
the meaning of the City Code) acquires or agrees to acquire, whether
subject to conditions, pre-conditions or otherwise, shares and/or
rights over shares (as defined in the City Code) as a result of which
such persons hold shares or rights over shares carrying in aggregate
more than 10% of the voting rights exercisable at general meetings of
LASMO;
For these purposes and for the purposes of Clause 7 below, the "Relevant Period"
is the period from the date of this Agreement until the Offer lapses or it is
announced that the Offer will not be made or is withdrawn (whichever is
earlier).
6.2 The amount payable by LASMO under Clause 6.1 shall be:
(a) one per cent. of the amount that results from multiplying 180 pence per
Company ordinary share by the number of issued ordinary shares in the
capital of LASMO as at the date of this Agreement; or
(b) if it is less than the amount specified in sub-paragraph (a), the
maximum amount which, if deducted from the net assets of LASMO as at
the date of this Agreement, would not reduce them to a material extent
(all such expressions being interpreted in accordance with Section 152
of the Companies Act 1985); or
(c) if it is less than the amount specified in sub-paragraph (b), the
largest amount in respect of which the commitment of LASMO in Clause
6.1 can lawfully be given.
Such amount, once it has become payable, will be paid by LASMO without
deduction, set-off or counterclaim within five business days following a written
notice of demand for payment by Amerada Hess.
LASMO Holdings
7.1 LASMO confirms to Amerada Hess that:
(a) Methodplan Ltd, registered in England with company number 2642814,
("Methodplan") is a wholly owned subsidiary of LASMO;
(b) at the date hereof Methodplan is the beneficial owner of not less than
8,458,007 ordinary shares in the capital of LASMO (the "Methodplan
Shares"), which are fully paid and held free from all liens, equities,
charges, encumbrances and other interests;
(c) no other subsidiary of LASMO is the legal or beneficial owner of any
ordinary shares of LASMO; and
(d) in connection with the LASMO Share Option Scheme dated 1984 (the
"Executive Scheme"), the Monument Share Option Scheme, the LASMO
International Plan and the Monument Oil and Gas Share Option Scheme
dated 1987, the Methodplan Shares may, lawfully and in accordance with
the terms of the Executive Scheme, be used to satisfy the exercise of
share options granted to employees of LASMO and its subsidiaries.
7.2 Except as provided in Clause 7.4 or as previously approved by Amerada Hess,
LASMO will procure that during the Relevant Period, Methodplan will not sell,
transfer, charge, encumber, grant any right over or otherwise dispose of any
Methodplan Shares (including pursuant to the Offer) and shall not acquire any
further Shares.
7.3 LASMO will procure that Methodplan will accept the Offer in respect of such
number of shares (not exceeding its holding) as Amerada Hess may direct no later
than five London Stock Exchange dealing days after the date of the Offer
Document and, if a mix and match election is available, will elect for the
maximum amount of additional cash available (or such lesser amount of cash as
Amerada Hess may direct).
7.4(a) Insofar as options are exercised after the date of this agreement:
(i) under the Executive Scheme and in respect of approved options
under the Monument 1996 Share Option Scheme, LASMO will
procure that such exercises are satisfied, as directed by
Amerada Hess, by the transfer of the shares held by the
trustee of the LASMO Employee Share Trust, if lawful, or by
the lawful transfer of shares beneficially owned by
Methodplan.
(ii) under the LASMO International Share Option Plan or the
Monument Oil and Gas Share Option Scheme dated 1987 or the
Monument 1996 Share Option Scheme (in the latter case as to
the exercise of unapproved share options only), LASMO will
ensure that such exercises are satisfied in cash by the
payment of the amount required under the relevant schemes or,
to the extent directed by Amerada Hess, by the lawful transfer
of shares beneficially owned by Methodplan.
(b) Insofar as entitlements arise under the LASMO Equity Plan, LASMO will
ensure that they are satisfied in cash by the payment of the amount
required under the relevant schemes.
(c) The Company confirms to Amerada Hess that it will not exercise its
discretion to satisfy entitlements under the LASMO Share Appreciation
Rights Plan by issuing or procuring the transfer of any Shares.
Other Share Issues and Dividends
8.1 LASMO confirms to Amerada Hess that the information in Appendix A regarding
the share capital of LASMO and the rights of the holders of options and other
entitlements to require the allotment or transfer of any shares in the capital
of LASMO (or any interest therein) is accurate and not misleading in all
material respects and that there are no other entitlement not so shown.
8.2 LASMO agrees that, unless the Offer has lapsed or been withdrawn, it will
not and it will procure that none of its subsidiaries will (except as agreed by
Amerada Hess prior to the date of this Agreement):
(a) make any further awards or grant any further options or entitlements to
Shares under any of the Executive Scheme, the LASMO International Share
Option Plan, the Monument 1996 Share Option Scheme, the Monument Oil
and Gas Share Option Scheme dated 1987, the LASMO SAYE Plan or the
LASMO Equity Plan (together the "Schemes") or any other scheme or plan
or otherwise or grant any other rights to any person to require the
allotment or transfer of any Shares (or any interest therein); or
(b) grant any additional remuneration or benefits (or any entitlements
thereto) to any of its senior executives.
8.3 Without limiting Clause 8.2, LASMO agrees that it will not allot or issue
any further share capital except as required by the Schemes until the Offer
shall have lapsed.
8.4 LASMO agrees that, unless the Offer has lapsed or been withdrawn, it will
not recommend, declare, pay or make or propose any bonus, dividend or other
distribution.
Further Assurance
9.1 Save to the extent that to do so would constitute a breach of the duties of
its directors imposed on them by virtue of holding that office, LASMO agrees
that it shall take or cause to be taken all such reasonable steps as are within
its power and necessary to assist Amerada Hess in the preparation of necessary
regulatory notices, applications and filings, obtaining necessary consents and
authorisations and providing the necessary information to enable Amerada Hess to
prepare a Form S-4 registration statement and offer document in accordance with
the Takeover Code and other documentation required in connection with the Offer.
9.2 LASMO will cooperate with Amerada Hess in ascertaining the entitlements of
employees under each of the Schemes, including, without limitation, providing
promptly on request (i) all information reasonably requested by Amerada Hess on
the number of Shares the subject of entitlements under each of the Schemes, (ii)
any documentation relevant to the entitlements of employees under the Schemes,
and (iii) details of exercises of shares options as they occur.
The terms of this letter shall be governed by and interpreted in accordance with
English law and the courts of England are to have exclusive jurisdiction in
respect of any disputes relating to it.
If you agree to the above terms, please indicate your agreement by signing and
returning a copy of this letter.
Yours faithfully
J.B. HESS
for and on behalf of Amerada Hess
We confirm that we agree and accept the terms of this letter and intend to be
legally bound by its terms
PAUL MURRAY
for and on behalf of LASMO plc
Dated ____ November 2000
Appendix A
Part 1. LASMO Executive Option Scheme
- -----------------------------------------------------------------------------------------------------------------------------------
Number Number which can be Number which can be Number which must be
satisfied in cash satisfied by satisfied by new
compulsorily existing shares issue of shares
- -----------------------------------------------------------------------------------------------------------------------------------
Maximum number of options 4,100,465 Nil 4,100,465 Nil
exercisable or capable of
exercise on a change of
control from the date hereof
until 30/6/2001
- -----------------------------------------------------------------------------------------------------------------------------------
Maximum number of options 3,421,808 Nil 3,421,808 Nil
exercisable or capable of
exercise on a change of
control where the offer
value is between 140p and
220p from the date hereof
until 30/6/2001
- -----------------------------------------------------------------------------------------------------------------------------------
Part 2. LASMO International Plan
- ------------------------------------------------------------------------------------------------------------------------------------
Number Number which can Number which can be Number which must be
be satisfied satisfied by satisfied by new
in cash compulsorily existing shares issue of shares
- -------------------------------------------------------------------------------------------- --------------------------------------
Maximum number of options 6,866,732 6,866,732 6,866,732 Nil
exercisable or capable of
exercise on a change of control
from the date hereof until
30/6/2001
- ------------------------------------------------------------------------------------------------------------------------------------
Maximum number of options 6,013,032 6,013,032 6,013,032 Nil
exercisable or capable of
exercise on a change of control
where the offer value is between
140p and 220p from the date
hereof until 30/6/2001
- ------------------------------------------------------------------------------------------------------------------------------------
Part 3. Monument 1987 Share Option Scheme
- ------------------------------------------------------------------------------------------------------------------------------------
Number Number which can Number which can Number which can be
be satisfied in be satisfied by satisfied by new issue
cash compulsorily existing shares of shares
- ------------------------------------------------------------------------------------------------------------------------------------
Maximum number of options 106,010 106,010 Nil 106,010
exercisable or capable of
exercise on a change of control
from the date hereof until
30/6/2001
- -----------------------------------------------------------------------------------------------------------------------------------
Maximum number of options 106,010 106,010 Nil 106,010
exercisable or capable of
exercise on a change of control
where the offer value is between
140p and 220p from the date
hereof until 30/6/2001
- ------------------------------------------------------------------------------------------------------------------------------------
Part 4. Monument 1996 Option Plan
- ------------------------------------------------------------------------------------------------------------------------------------
Number Number which can Number which can Number which must
be satisfied in be satisfied be satisfied by new
cash compulsorily by existing shares issue of shares
- ------------------------------------------------------------------------------------------------------------------------------------
Maximum number of options 3,217,471 2,830,609 3,217,471 Nil
exercisable or capable of
exercise on a change of control
from the date hereof until
30/6/2001
- ------------------------------------------------------------------------------------------------------------------------------------
Maximum number of options 3,217,471 2,830,609 3,217,471 Nil
exercisable or capable of
exercise on a change of control
where the offer value is between
140p and 220p from the date
hereof until 30/6/2001
- ------------------------------------------------------------------------------------------------------------------------------------
Part 5. LASMO SAYE Plan
- ------------------------------------------------------------------------------------------------------------------------------------
Number Number which can Number which can Number which must be
be satisfied in be satisfied by satisfied by new
cash compulsorily existing shares issue of shares
- --------------------------------------------------------------------- --------------------------------------------------------------
Maximum number of options 3,219,971 Nil Nil 3,219,971
exercisable or capable of
exercise on a change of control
under the LASMO SAYE Plan between
the date hereof and 30/6/2001
- ------------------------------------------------------------------------------------------------------------------------------------
Maximum number of options 3,121,406 Nil Nil 3,121,406
exercisable or capable of
exercise on a change of control
under the LASMO SAYE Plan where
the offer value is between 140p
and 220p from the date hereof
until 30/6/2001
- ------------------------------------------------------------------------------------------------------------------------------------
Part 6. LASMO Share Appreciation Plan
- ------------------------------------------------------------------------------------------------------- ----------------------------
Number Number which Number which can be Number which must
can be satisfied satisfied by existing be satisfied by new
in cash compulsorily shares issue of shares
- ------------------------------------------------------------------------------------------------------------------------------------
Maximum number of options Nil Nil Nil Nil
exercisable or capable of
exercise on a change of control
under the LASMO Share
Appreciation Plan between the
date hereof and 30/6/2001
- ------------------------------------------------------------------------------------------------------------------------------------
Maximum number of options Nil Nil Nil Nil
exercisable or capable of
exercise on a change of control
under the LASMO Share
Appreciation Plan where the offer
value is between 140p and 220p
from the date hereof until
30/6/2001
- ------------------------------------------------------------------------------------------------------- ----------------------------
Part 7. LASMO Equity Plan
- --------------------------------------------------------------------------------
Base number of shares currently subject to awards under
the plan
- --------------------------------------------------------------------------------
Proportion which can be satisfied in cash 100%
- --------------------------------------------------------------------------------
Part 8. Other
- --------------------------------------------------------------------------------
Existing issued share capital of 1,344,328,323 ordinary
LASMO (by class) shares of 25p each
(including the shares
beneficially held by
Methodplan and 1,616,633
held by the trustee of the
LASMO Employee Share
Trust)
- --------------------------------------------------------------------------------
Authorised share capital of LASMO 1,703,812,700 ordinary
shares of 25p each
- --------------------------------------------------------------------------------
Number of shares held by any subsidiary Not less than 8,458,007
undertakings of LASMO (and not more than
8,658,007 beneficially held
by Methodplan
- --------------------------------------------------------------------------------
Number of shares issuable upon the Only those shares which fail
exercise of subscription rights or to be issued upon conver-
conversion rights (save as disclosed in sion of the 7 3/4% conver-
Parts 1-7 above) tible bonds due 2005. The
current conversion price is
541p per share.
- --------------------------------------------------------------------------------
EXHIBIT 12
To: Amerada Hess Corporation ("Amerada Hess")
and Goldman Sachs International ("Goldman Sachs")
5 November 2000
Dear Sirs,
Amerada Hess is proposing to make a general offer to acquire all of the issued
and to be issued ordinary shares of LASMO plc ("LASMO") substantially on the
terms of the attached draft press announcement (the "Press Announcement").
In consideration of Amerada Hess agreeing to make the Offer on the basis
specified in paragraph 5, Electrafina S.A. ("Electrafina") has entered into this
agreement with each of Amerada Hess and Goldman Sachs.
1. Shareholdings
Electrafina represents and warrants to Amerada Hess that:
(a) Electrafina is the sole registered holder of the number of ordinary
shares of 25p in LASMO referred to in the Schedule (the "LASMO
Shares");
(b) Electrafina holds its interests in the LASMO Shares and has power to
sell and transfer the LASMO Shares under the Offer free from any lien,
charge, option, equity or encumbrance and free from any third party
right or interest;
(c) neither Electrafina nor any of its subsidiaries has entered into any
undischarged contract or arrangement under which it is required to
dispose of any interest in the LASMO Shares;
(d) Electrafina has full power and authority to enter into this undertaking
and to perform its obligations under it without the need for any
sanction or permission from any third party.
2. Dealings
2.1 Electrafina undertakes to Amerada Hess that, from (and including) the date
of this agreement to (and including) the date on which the Offer becomes or is
declared wholly unconditional, it will not (other than by acceptance of this
Offer) sell any LASMO Shares or any interest therein;
3. Acceptance of the Offer
3.1 Electrafina undertakes to Amerada Hess that it will:
(a) accept the Offer, in accordance with the relevant provisions of the
document to be despatched on terms and conditions consistent with the
Press Announcement to LASMO shareholders containing the Offer (the
"Offer Document"), in respect of all the LASMO Shares and will perform
the agreement to which that acceptance gives rise, in accordance with
the relevant provisions of the Offer Document;
(b) not withdraw any acceptances of the Offer.
3.2 The acceptances of the Offer which Electrafina is obliged to deliver or
cause to be delivered pursuant to paragraph 3.1 will be delivered by not later
than 4.00 p.m. on the day falling twenty one days after the date of the Offer
Document.
4. Voting Rights
4.1 From (and including) the date of this undertaking to (and including) the
date on which the Offer ceases to be open for acceptance:
(a) Electrafina will exercise the voting rights attached to its LASMO
Shares and any Further LASMO Shares on a Relevant Resolution (as
defined in paragraph 4.3) only in accordance with Amerada Hess's
directions; and
(b) Electrafina will exercise the rights attaching to its LASMO Shares and
any further LASMO Shares in order to requisition or join in
requisitioning any general or class meeting of shareholders of LASMO
for the purposes of considering a Relevant Resolution and to require
LASMO pursuant to section 376 Companies Act 1985 to give notice of such
a resolution only in accordance with Amerada Hess's directions.
4.2 For the purpose of casting votes or causing votes to be cast on a Relevant
Resolution pursuant to paragraph 4.1, Electrafina will cause to be executed and
delivered to Amerada Hess promptly any form of proxy required by Amerada Hess
appointing a person nominated by Amerada Hess to attend and vote at the relevant
general meeting of LASMO.
4.3 A "Relevant Resolution" means:
(a) a resolution (whether or not amended) proposed at a general or class
meeting of shareholders of LASMO, or at an adjourned meeting, the
passing of which is necessary to implement the Offer or the passing of
which or failure to pass which might result in any condition of the
Offer not being fulfilled or which might impede or frustrate the Offer;
(b) a resolution to adjourn a general or class meeting of shareholders of
LASMO the business of which includes the consideration of a resolution
of the kind referred to in sub-paragraph (a) above; and
(c) a resolution to amend any resolution of the kind referred to in
sub-paragraphs (a) or (b) above.
5. The Offer
5.1 Subject to paragraph 5.2, Amerada Hess agrees to make the Offer if the Press
Announcement is published, with Amerada Hess's prior approval, in substantially
the form attached (or in such other form as may be agreed between Amerada Hess
and LASMO or as may be required to comply with the requirements of the Panel on
Takeovers and Mergers (the "Panel")) by not later than 6 November 2000 (or such
later date as Amerada Hess and LASMO may agree). Approval of the release of the
Press Announcement is at Amerada Hess's absolute discretion.
5.2 Amerada Hess will not be obliged to make or proceed with the Offer if, after
the Press Announcement is published:
(a) the Panel consents to Amerada Hess not proceeding with the Offer; or
(b) Amerada Hess is no longer required by the City Code on Takeovers and
Mergers (the "Code") to proceed with the Offer.
5.3 Amerada Hess shall have no liability to Electrafina for any failure to make
or implement the Offer and Electrafina will not be entitled to specific
performance of Clause 5.1, if, in each case, Amerada Hess has become aware that
any condition of the Offer as set out in the Press Announcement has become
incapable of being fulfilled.
5.4 The obligations of Electrafina under this agreement will lapse if:
(a) the Press Announcement is not released on 6 November 2000 or such later
date but no later than 30 November 2000 as Amerada Hess and LASMO may
agree; or
(b) the Offer is not made or Amerada Hess does not proceed with the Offer
in any of the circumstances referred to in paragraph 5.2.
and in those circumstances neither party will have any claim against the other
except in respect of any prior breach.
6. Documentation
6. Electrafina consents to:
(a) the inclusion of references to Electrafina and this agreement in the
Press Announcement;
(b) particulars of this agreement and Electrafina's interests and dealings
in relevant securities of LASMO being included in the Offer Document
and any other related or ancillary document, to the extent required by
the City Code on Takeovers and Mergers (the "Code") or in order to
avoid a false market in securities of LASMO or Amerada Hess; and
(c) this agreement being available for inspection until the end of the
offer period (as defined in the Code).
7. Higher Competing Offer
7.1 Electrafina's obligations under paragraph 3 above will lapse if a Higher
Competing Offer is made by a third party prior to the latest time for acceptance
of the Offer (pursuant to this letter) in respect of any LASMO Shares.
7.2 For the purposes of this agreement a "Higher Competing Offer" means an offer
by a third party for the fully diluted ordinary shares of 25p each in the
capital of LASMO which has a value, upon the announcement of a firm intention on
the part of the third party to make such offer (without a requirement for
fulfilment of any precondition), for each share in LASMO to which it relates
which is more than 110 per cent. of the lower of (a) 180p and (b) the Offer as
at close of NYSE dealing on the NYSE dealing day immediately preceding such
announcement translating the value of Amerada Hess shares from U.S. dollars to
sterling at the exchange rate prevailing at the time.
8. Confirmation
Electrafina confirms that in relation to signing this agreement it is not a
customer of Goldman Sachs for the purposes of the Rules of The Securities and
Futures Authority and that Goldman Sachs does not owe it any of the duties which
it owes to its customers.
9. Interpretation
In this agreement the "Offer" means the offer to be made by or on behalf of
Amerada Hess to acquire ordinary shares of 25p in the capital of LASMO
substantially on the terms of the Press Announcement or on such terms as may be
required to comply with the requirements of the Panel. A reference in this
agreement to the "Offer" also includes any new, increased, renewed, extended or
revised offer made by or on behalf of Amerada Hess prior to the Offer lapsing,
closing for acceptances or being withdrawn to acquire ordinary shares in LASMO.
10. Time of the Essence
Any time, date or period mentioned in this agreement may be extended by mutual
agreement but as regards any time, date or period originally fixed or as
extended, time shall be of the essence.
11. General
11.1 The obligations of Electrafina under this agreement are without prejudice
to any rights of Amerada Hess or Goldman Sachs at common law or equity.
Invalidity of any provision of this agreement will not affect any other
provision.
11.2 Any failure or delay by any person in exercising any right, power or
privilege under this agreement will not comprise a waiver and a single or
partial exercise will not restrict any further exercise.
11.3 This agreement is governed by and is to be construed in accordance with
English law and each of the parties submits to the exclusive jurisdiction of the
English courts for all purposes in connection with this agreement.
SCHEDULE
LASMO Shares
Registered Holder Beneficial Owner Ordinary Shares of 25p
each in LASMO
Electrafina S.A. Electrafina S.A. 98,336,161
EXECUTED by ELECTRAFINA S.A. by ) ----------------------------
GERALD FAERE THIERRY de RUDDER
(print name)
EXECUTED by AMERADA HESS ) ----------------------------
CORPORATION by )
- -------------------------------
(print name)
EXHIBIT 13
To: Amerada Hess Corporation ("Amerada Hess")
and Goldman Sachs International ("Goldman Sachs")
5 November 2000
Dear Sirs,
Amerada Hess is proposing to make a general offer to acquire all of the issued
and to be issued ordinary shares of LASMO plc ("LASMO") substantially on the
terms of the attached draft press announcement (the "Press Announcement").
In consideration of Amerada Hess agreeing to make the Offer on the basis
specified in paragraph 5, Schroders Investment Management Limited ("SIM") has
entered into this agreement with each of Amerada Hess and Goldman Sachs.
1. Shareholdings
SIM represents and warrants to Amerada Hess that:
(a) SIM has the power to cause to be sold and transferred in accordance
with the terms of the Offer ____ ordinary shares of 25p in LASMO which
are not registered in its name (the "Controlled Shares");
(b) SIM has power to sell and transfer the Controlled Shares under the
Offer free from any lien, charge, option, equity or encumbrance and
free from any third party right or interest;
(c) except as disclosed to Amerada Hess in writing, neither SIM nor any of
its subsidiaries has entered into any contract or arrangement under
which it is required to dispose of any interest in the Controlled
Shares;
(d) SIM has full power and authority to enter into this undertaking and to
perform its obligations under it without the need for any sanction or
permission from any third party.
2. Dealings
2.1 SIM undertakes to Amerada Hess that, from (and including) the date of this
agreement to (and including) the date on which the Offer becomes or is declared
wholly unconditional, it will not (other than by acceptance of this Offer) sell
any Controlled Shares or any interest therein;
3. Acceptance of the Offer
3.1 SIM undertakes to Amerada Hess that it will:
(a) take all action within its power to cause the registered holder of the
Controlled Shares to accept the Offer in respect of all the Controlled
Shares and to perform the agreement to which that acceptance gives
rise, in accordance with the relevant provisions of the Offer Document;
(b) not withdraw any acceptances of the Offer and will take all actions
within its power to procure that the registered holder of any
Controlled Shares will not do so.
3.2 The acceptances of the Offer which SIM is obliged to deliver or cause to be
delivered pursuant to paragraph 3.1 will be delivered by not later than 4.00
p.m. on the day falling twenty one days after the date of the Offer Document.
3.3 If requested to do so, SIM will procure that the registered holder(s) of the
Controlled Shares give Amerada Hess an undertaking in the terms of paragraph 4
of this undertaking.
4. Voting Rights
4.1 From (and including) the date of this undertaking to (and including) the
date on which the Offer ceases to be open for acceptance:
(a) SIM will procure the exercise of the voting rights attached to the
Controlled Shares on a Relevant Resolution (as defined in paragraph
4.3) only in accordance with Amerada Hess's directions;
(b) SIM will procure the exercise of the rights attaching to the Controlled
Shares in order to requisition or join in requisitioning any general or
class meeting of shareholders of LASMO for the purposes of considering
a Relevant Resolution and to require LASMO pursuant to section 376
Companies Act 1985 to give notice of such a resolution only in
accordance with Amerada Hess's directions; and
(c) SIM will ensure that the registered holder of any Controlled Shares
will comply with sub-paragraphs (a) and (b) above.
4.2 For the purpose of casting votes or causing votes to be cast on a Relevant
Resolution pursuant to paragraph 4.1, SIM will cause to be executed and
delivered to Amerada Hess promptly any form of proxy required by Amerada Hess
appointing a person nominated by Amerada Hess to attend and vote at the relevant
general meeting of LASMO.
4.3 A "Relevant Resolution" means:
(a) a resolution (whether or not amended) proposed at a general or class
meeting of shareholders of LASMO, or at an adjourned meeting, the
passing of which is necessary to implement the Offer or the passing of
which or failure to pass which might result in any condition of the
Offer not being fulfilled or which might impede or frustrate the Offer;
(b) a resolution to adjourn a general or class meeting of shareholders of
LASMO the business of which includes the consideration of a resolution
of the kind referred to in sub-paragraph (a) above; and
(c) a resolution to amend any resolution of the kind referred to in
sub-paragraphs (a) or (b) above.
5. The Offer
5.1 Subject to paragraph 5.2, Amerada Hess agrees to make the Offer if the Press
Announcement is published, with Amerada Hess's prior approval, in substantially
the form attached (or in such other form as may be agreed between Amerada Hess
and LASMO or as may be required to comply with the requirements of the Panel on
Takeovers and Mergers (the "Panel")) by not later than 6 November 2000. Approval
of the release of the Press Announcement is at Amerada Hess's absolute
discretion.
5.2 Amerada Hess will not be obliged to make or proceed with the Offer if, after
the Press Announcement is published:
(a) the Panel consents to Amerada Hess not proceeding with the Offer; or
(b) Amerada Hess is no longer required by the City Code on Takeovers and
Mergers (the "Code") to proceed with the Offer.
5.3 Amerada Hess shall have no liability to SIM for any failure to make or
implement the Offer and SIM will not be entitled to specific performance of
Clause 5.1, if, in each case, Amerada Hess has become aware that any condition
of the Offer as set out in the Press Announcement has become incapable of being
fulfilled.
5.4 The obligations of SIM under this agreement will lapse if:
(a) the Press Announcement is not released on 6 November 2000; or
(b) the Offer is not made in any of the circumstances referred to in
paragraph 5.2.
and in those circumstances neither party will have any claim against the other
except in respect of any prior breach.
6. Documentation
6. SIM consents to:
(a) the inclusion of references to SIM and this agreement in the Press
Announcement;
(b) particulars of this agreement and SIM's interests and dealings in
relevant securities of LASMO being included in the Offer Document and
any other related or ancillary document, to the extent required by the
City Code on Takeovers and Mergers (the "Code") or in order to avoid a
false market in securities of LASMO or Amerada Hess; and
(c) this agreement being available for inspection until the end of the
offer period (as defined in the Code).
7. Higher Competing Offer
7.1 SIM's obligations under paragraph 3 above will lapse if a Higher Competing
Offer is made by a third party prior to the latest time for acceptance of the
Offer (pursuant to this letter) in respect of any LASMO Shares.
7.2 For the purposes of this agreement a "Higher Competing Offer" means an offer
by a third party for the fully diluted ordinary shares of 25p each in the
capital of LASMO which has a value, upon the announcement of a firm intention on
the part of the third party to make such offer (without a requirement for
fulfilment of any precondition), for each share in LASMO to which it relates
which is more than 110 per cent. of the lower of (a) 180p and (b) the sterling
value of the Offer as at close of NYSE dealing on the NYSE dealing day
immediately preceding such announcement translating the value of Amerada Hess
shares from U.S. dollars to sterling at the exchange rate prevailing at that
time.
8. Confirmation
SIM confirms that in relation to signing this agreement it is not a customer of
Goldman Sachs for the purposes of the Rules of The Securities and Futures
Authority and that Goldman Sachs does not owe it any of the duties which it owes
to its customers.
9. Interpretation
In this agreement the "Offer" means the offer to be made by or on behalf of
Amerada Hess to acquire ordinary shares of 25p in the capital of LASMO
substantially on the terms of the Press Announcement or on such terms as may be
required to comply with the requirements of the Panel. A reference in this
agreement to the "Offer" also includes any new, increased, renewed, extended or
revised offer made by or on behalf of Amerada Hess prior to the Offer lapsing,
closing for acceptances or being withdrawn to acquire ordinary shares in LASMO.
10. Time of the Essence
Any time, date or period mentioned in this agreement may be extended by mutual
agreement but as regards any time, date or period originally fixed or as
extended, time shall be of the essence.
11. General
11.1 The obligations of SIM under this agreement are without prejudice to any
rights of Amerada Hess or Goldman Sachs at common law or equity. Invalidity of
any provision of this agreement will not affect any other provision.
11.2 Any failure or delay by any person in exercising any right, power or
privilege under this agreement will not comprise a waiver and a single or
partial exercise will not restrict any further exercise.
11.3 Without prejudice to any right to damages in respect of a breach of this
agreement, SIM agrees that damages would not be an adequate remedy and Amerada
Hess will be entitled to equitable relief (including specific performance or
injunction) if there is a threatened, actual or anticipatory breach of this
agreement by SIM.
11.4 This agreement is governed by and is to be construed in accordance with
English law and each of the parties submits to the exclusive jurisdiction of the
English courts for all purposes in connection with this agreement.
EXECUTED by SCHRODERS INVESTMENT )
MANAGEMENT LIMITED by ) J.C.O. METCALFE
- - - - - - - - - - - - - - - - - - -
(print name)
EXECUTED by AMERADA HESS )
CORPORATION by ) J. BARCLAY COLLINS
- - - - - - - - - - - - - - - - - -
(print name)
