RELEASE: Medco Energi lodges supplementary bidder?s statement

RELEASE: Medco Energi lodges supplementary bidder?s statement

Source: Release from Medco Energi

Indonesian oil and gas company, PT Medco Energi Internasional Tbk (Medco Energi), today, through its wholly owned Australian subsidiary Medco Energi (Australia) Pty Ltd, lodged with the Australian Securities and Investments Commission a Supplementary Bidder?s Statement in relation to the off-market takeover bid for all the issued ordinary shares in Novus Petroleum Limited (Novus), and sent that Supplementary Bidder?s Statement to Novus.

On 22 December 2003 Medco Energi announced a cash offer of A$1.74 per Novus share which represents:

a 35% premium to Novus? closing share price of A$1.29 on Friday, 19 December 2003, the last trading day prior to Medco Energi?s announcement of the offer;

a 36% premium to the volume weighted average Novus share price over the month prior to Medco Energi?s announcement of the offer; and

a 41% premium to the volume weighted average Novus share price over the 12 months prior to Medco Energi?s announcement of the offer.

The offer is subject to a number of conditions which are set out in full in the Bidder?s Statement dated 24 December 2003. These conditions include a requirement that Novus Board provides confirmation in relation to the nature and extent of any early repayment rights (including as to any break fees) under its US$80 million unsecured note debt.

The Supplementary Bidder?s Statement has been lodged in response to the letter sent to Medco Energi by Bob Williams, Managing Director of Novus, on 24 December 2003 and subsequently provided to the Australian Stock Exchange, setting out new information regarding the terms of that debt.

Medco Energi is currently considering the information provided in the letter and its implications for the takeover bid for Novus. In considering the letter Medco Energi notes the following points in relation to this new information:

A cost of up to 11c per share in break fees may be incurred by Novus as a consequence of change of control provisions applying under the notes;

In addition to the break fees, Novus may be required to repay early the principal of the notes of US$80m plus accrued interest. This may require Novus to implement alternative funding arrangement which may be on different terms to those that currently apply to the US notes;

Medco Energi may have to put in place funding arrangements in order to assist Novus to make the necessary repayments under the change of control provision. While no assessment has been made of the requirement for this, Medco Energi is confident that any necessary funding arrangements could be put in place in a relatively short time frame; and

The change of control provisions are triggered if a party such as Medco Energi acquires a beneficial interest in more than 50% of the Novus shares. If the 90% minimum acceptance condition that applies to the takeover bid were waived and acceptances were received for more than 50% of the Novus share, but Medco Energi were unable to proceed to compulsory acquisition, remaining Novus shareholders may be adversely impacted by the payment of the break fees and the different terms that may apply under any alternative funding arrangement.

Medco Energi Chief Executive Officer Hilmi Panigoro said, ?We will make a decision regarding the break fee condition following due consideration of this additional information and any further material regarding Novus and its US notes which may become available to us.?

Mr Panigoro went on to say, ?We continue to believe that our offer of A$1.74 in cash is attractive for Novus? shareholders and fair for our shareholders. We encourage Novus shareholders to accept our offer.?

A copy of the Bidder?s Statement and the Supplement Bidder?s Statement is expected to be mailed to Novus shareholders later this month.

For further information, contact: Media: Gavin Anderson & Company, Keily Hibbins, tel: +61-3-96546555, Mob: 0414-609192; Investors: UBS, Campbell Stewart, Alex MacLachlan, tel: +61-3-92426100; Medco Energi Offer Information: Tel: +61-2-92073621. (*)