EXHIBIT 13
To: Amerada Xxxx Corporation ("Amerada Xxxx")
and Xxxxxxx Xxxxx International ("Xxxxxxx Xxxxx")
5 November 2000
Dear Sirs,
Xxxxxxx Xxxx 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 Xxxxxxx Xxxx 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 Xxxxxxx Xxxx and Xxxxxxx Xxxxx.
1. Shareholdings
SIM represents and warrants to Xxxxxxx Xxxx 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 Xxxxxxx Xxxx 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 Xxxxxxx Xxxx 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 Xxxxxxx Xxxx 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, XXX will procure that the registered holder(s) of the
Controlled Shares give Xxxxxxx Xxxx 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 Xxxxxxx Xxxx'x 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 Xxxxxxx Xxxx'x 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 Xxxxxxx Xxxx promptly any form of proxy required by Xxxxxxx Xxxx
appointing a person nominated by Xxxxxxx Xxxx to attend and vote at the relevant
general meeting of XXXXX.
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, Xxxxxxx Xxxx agrees to make the Offer if the Press
Announcement is published, with Xxxxxxx Xxxx'x prior approval, in substantially
the form attached (or in such other form as may be agreed between Xxxxxxx Xxxx
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 Xxxxxxx Xxxx'x absolute
discretion.
5.2 Xxxxxxx Xxxx will not be obliged to make or proceed with the Offer if, after
the Press Announcement is published:
(a) the Panel consents to Amerada Xxxx not proceeding with the Offer; or
(b) Xxxxxxx Xxxx is no longer required by the City Code on Takeovers and
Mergers (the "Code") to proceed with the Offer.
5.3 Xxxxxxx Xxxx 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, Xxxxxxx Xxxx 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 XXX'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 Xxxxxxx Xxxx; 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 Xxxxxxx Xxxx
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
Xxxxxxx Xxxxx for the purposes of the Rules of The Securities and Futures
Authority and that Xxxxxxx Xxxxx 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
Xxxxxxx Xxxx 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 Xxxxxxx Xxxx 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 Xxxxxxx Xxxx or Xxxxxxx Xxxxx 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, XXX agrees that damages would not be an adequate remedy and Xxxxxxx
Xxxx will be entitled to equitable relief (including specific performance or
injunction) if there is a threatened, actual or anticipatory breach of this
agreement by XXX.
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 XXXXXXX XXXX )
CORPORATION by ) X. XXXXXXX XXXXXXX
- - - - - - - - - - - - - - - - - -
(print name)
