-- if calling from within Canada: 1 800 564 6253 between 8:30 a.m. and
8:00 p.m. Ontario time;
-- if calling from within the UK: 0870 703 6056 between 9:00 a.m. and
5:00 p.m. London time; or
-- if calling from outside Canada or the UK: +1 514 982 7555 between 8:30
a.m. and 8:00 p.m. Ontario time, or you can call the numbers set out above.
Acceptance Condition
Due to the conflicting regulatory regimes of Canada and the United Kingdom,
with the consent of the Panel and the OSC, valid acceptances received by
Rosco prior to the satisfaction or waiver of all other Conditions, shall be
deemed not to have been received for the purposes of determining if the
acceptance condition (as defined in Section B of Part 3 of the Offer
Document) has been satisfied, until such time as Rosco declares that the
Offer has become wholly unconditional and that it will take-up the Arawak
shares tendered.
Capitalised terms used and not defined in this announcement have the same
meanings given to them in the Offer Document.
Enquiries:
The information agent appointed by Rosco S.A. is Kingsdale Shareholder
Services Inc. who can be contacted at 1-800-775-5159 (within North America)
or +1 416-867-2272 (outside North America).
This announcement does not constitute an offer to sell or an invitation to
purchase or subscribe for any securities or the solicitation of an offer to
buy or subscribe for any securities pursuant to the Offer or otherwise.
The Offer is being made solely by the Offer Document and the Form of
Acceptance accompanying the Offer Document which contains the full terms
and conditions of the Offer including details of how the Offer may be
accepted. The Offer Document and Form of Acceptance are being made
available to those Arawak Shareholders who are able to receive them, as a
result of the laws of the jurisdictions in which they are resident. Arawak
Shareholders should read the Offer Document and Form of Acceptance (if they
are able to receive them) as they contain important information.
The Offer is not being made, directly or indirectly, in or into or by use
of the mails or any other means or instrumentality (including, without
limitation, telephonic or electronic) of interstate or foreign commerce of,
or any facility of a national, state or other securities exchange of
Australia or Japan, and the Offer will not be capable of acceptance by any
such use, means, instrumentality or facility or from within Australia or
Japan. Accordingly, copies of formal documentation relating to Offer are
not being, and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed in or into or from Australia or Japan and persons
receiving this announcement (including custodians, nominees and trustees)
must not distribute or send them into or from Australia or Japan. Doing so
may render invalid any related purported acceptance of the Offer.
The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in any such
jurisdictions into which this announcement is released, published or
distributed should inform themselves about and observe such restrictions.
The laws of the relevant jurisdictions may affect the availability of the
Offer to persons who are not resident in the United Kingdom or Canada.
Persons who are not resident in the United Kingdom or Canada, or who are
subject to laws of any jurisdiction other than the United Kingdom or
Canada, should inform themselves about, and observe, any applicable
requirements. Any person (including nominees, trustees and custodians) who
would, or otherwise intends to, forward this announcement, the Offer
Document and the Form of Acceptance or any accompanying document to any
jurisdiction outside the United Kingdom or Canada should refrain from doing
so and seek appropriate professional advice before taking any action.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent or more of any class of
"relevant securities" of Arawak, all "dealings" in any "relevant
securities" of Arawak (including by means of an option in respect of, or a
derivative referenced to, any such "relevant securities") must be publicly
disclosed by no later than 3.30 p.m. (London time) on the London business
day following the date of the relevant transaction. This requirement will
continue until the date on which the Offer becomes, or is declared,
unconditional as to acceptances, lapses or is otherwise withdrawn or on
which the "offer period" otherwise ends. If two or more persons act
together pursuant to an agreement or understanding, whether formal or
informal, to acquire an "interest" in "relevant securities" of Arawak, they
will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of Arawak by Rosco or Arawak, or by any of their respective
"associates", must be disclosed by no later than 12.00 noon (London time)
on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such
securities in issue, can be found on the Panel's website at
www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long
economic exposure, whether conditional or absolute, to changes in the price
of securities. In particular, a person will be treated as having an
"interest" by virtue of the ownership or control of securities, or by
virtue of any option in respect of, or derivative referenced to,
securities.
Terms in quotation marks are defined in the Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you
are required to disclose a "dealing" under Rule 8, you should consult the
Panel.
Contact Information: Kingsdale Shareholder Services Inc. 1-800-775-5159 (within North America) 416-867-2272 (outside North America)