EXHIBIT 7
To: Amerada Xxxx Corporation plc ("Amerada Xxxx")
and Xxxxxxx Xxxxx International ("Xxxxxxx Xxxxx")
6 November 2000
Dear Sirs,
I understand that Xxxxxxx Xxxx intends to make an offer to acquire all the
issued ordinary share capital of Xxxxx plc ("Xxxxx") 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 Xxxxxxx Xxxx that:
(a) I am the registered holder and beneficial owner of the number of
ordinary shares of 25p each in the capital of Xxxxx 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 Xxxxx 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 Xxxxx
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 Xxxxx; 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 Xxxxx shares.
Dealings
2. I undertake to Xxxxxxx Xxxx 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withdrawn, I shall not: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 Xxxxx Shares or any Beneficial Shares or any other
shares or securities in Xxxxx issued or unconditionally allotted to me
or otherwise acquired by me before then ("Further Xxxxx Xxxxxx") 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 Xxxxx Xxxxxx; or
(iii) which, in relation to the Linda Shares, the Beneficial Shares
or any Further Xxxxx Xxxxxx, 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 Xxxxx 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 Xxxxx or
Xxxxxxx Xxxx or any interest therein (including any derivatives
referenced to such securities).
Undertaking to accept the Offer
3. In consideration of Xxxxxxx Xxxx'x agreement in paragraph 9.1 to make
the Offer, I undertake to Xxxxxxx Xxxx 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 Xxxxxxx Xxxx posts the Offer Document to Xxxxx 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 Xxxxx Xxxxxx 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 Xxxxx Xxxxxx 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 Xxxxx 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, Xxxxxxx Xxxx will acquire the Linda Shares, the
Beneficial Shares and any Further Xxxxx Xxxxxx 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 Xxxxxxx Xxxx announces the Offer to the time the Offer becomes
wholly unconditional, lapses or is withdrawn:
(a) I shall exercise the votes attaching to my Xxxxx Xxxxxx and any Further
Xxxxx Xxxxxx on a Relevant Resolution (as defined in paragraph 4.3)
only in accordance with Xxxxxxx Xxxx'x directions;
(b) I shall exercise the rights attaching to my Xxxxx Xxxxxx and any
Further Xxxxx Xxxxxx to requisition or join in requisitioning any
general or class meeting of Xxxxx for the purposes of considering a
Relevant Resolution and to require Xxxxx pursuant to section 376
Companies Act 1985 to give notice of such a resolution only in
accordance with Xxxxxxx Xxxx'x 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 Xxxxxxx Xxxx
appointing any 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 Xxxxx, 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 Xxxxx 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 Xxxxxxx
Xxxx'x 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 Xxxxx and Xxxxxxx Xxxx 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 Xxxxx 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
Xxxxxxx Xxxx to acquire ordinary shares of 25p each in the capital of Xxxxx on
substantially the terms of the Press Announcement or on such other terms as may
be agreed between Xxxxxxx Xxxx and Xxxxx 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 Xxxxxxx Xxxx to acquire shares in Xxxxx, provided
that the terms of such offer are, in the opinion of Xxxxxxx Xxxxx, 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, 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 8 November 2000. Approval
of the release of the Press Announcement is at Xxxxxxx Xxxx'x absolute
discretion.
9.2 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 of Takeovers and
Mergers (the "Code") to proceed with the Offer.
9.3 Xxxxxxx Xxxx 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, Xxxxxxx Xxxx 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 Xxxxxxx Xxxx.
Director's undertakings
10.1 As a director of Xxxxx, I shall use my best endeavours to procure that
Xxxxx and the board of directors of Xxxxx:
(a) provide all assistance which Xxxxxxx Xxxx 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 Xxxxxxx Xxxx reasonably requests to
Xxxxxxx Xxxx 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 Xxxxx of the persons nominated by
Xxxxxxx Xxxx and, if required by Xxxxxxx Xxxx, I shall resign as a
director of Xxxxx ;
(d) agree to any extension of time limits in the Code for posting of this
Offer which Xxxxxxx Xxxx requests and which the Panel approves; and
(e) not make (and that no-one makes on behalf of Xxxxx):
(i) any announcement before the Press Announcement is released
which refers expressly or implicitly to Xxxxxxx Xxxx; or
(ii) any other announcement in connection with the Offer without
prior consultation with Xxxxxxx Xxxx,
unless Xxxxxxx Xxxx 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 Xxxxxxx Xxxx
to propose or announce any offer for or any scheme of arrangement in
respect of any shares or other securities of Xxxxx; 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 Xxxxx 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 Xxxxx 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 Xxxxxxx Xxxx in respect of this
confirmation.
Confirmation
11. I confirm that in signing this letter I am 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 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 Xxxxxxx Xxxx 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
Xxxxx Xxxxxx and the options referred to in paragraph 3(d) (as
appropriate); and
(b) to execute any form of proxy required by Xxxxxxx Xxxx appointing any
person nominated by Xxxxxxx Xxxx to attend and vote on a Relevant
Resolution (as defined in paragraph 4.3) at a general meeting of Xxxxx.
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 Xxxxxxx Xxxx 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 Xxxxxxx Xxxx or Xxxxxxx Xxxxx 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 Xxxxx Xxxxxxxx Xxxxxx
Registered Holder Ordinary Shares of
25p each
(Print name of giver of
undertaking)
XXXXX XXXXXX XXXXXXXX 32,442
PART B - Beneficial Holdings of Xxxxx Xxxxxxxx Xxxxxx
Beneficial Owner Ordinary Shares of
25p each
(Print name)
-------------------------
PART C - Options and other rights to acquire Xxxxx securities (including
options)
Holder Type of option
(Print name)
-----------------------
SIGNED and DELIVERED as a DEED by......................................
Yours faithfully,
Signature
Name XXXXXX XXXXX as solicitor for Xx Xxxxx Xxxxxxxx
in the presence of:
Signature of witness: XX XXXXX
Name: XX XXXXX
Address: 000 Xxxxxxxxxxx
Xxxxxx XX0X 0XX
Solicitor
