CALGARY, Oct. 14 /PRNewswire/ - LUKOIL Overseas announces that it has
acquired 65% of the issued and outstanding common shares of Nelson Resources
Limited. These shares have been acquired from the major shareholders with whom
LUKOIL Overseas had entered into irrevocable agreements announced on October
As a result of the above transaction, LUKOIL Overseas becomes the owner
of 566,393,162 issued and outstanding common shares of Nelson Resources
The acquisition price of US$ 2.1916 per share is the same as the
consideration per share to be offered under the merger agreement entered into
between LUKOIL Overseas, its affiliate and Nelson Resources Limited for US$
2.0 billion, which was announced on October 13, 2005.
LUKOIL Overseas, in addition, beneficially owns 18,250,000 common shares
of Nelson Resources Limited issuable upon the exercise of stock options held
by the major shareholders (approximately .7% of the diluted number of common
shares) by virtue of having the right to acquire and the obligation to acquire
such shares pursuant to the irrevocable agreements.
LUKOIL Overseas does not act jointly with any person, other than its
affiliate, in this regard. LUKOIL intends to acquire 100% of the issued and
outstanding common shares of Nelson resources Limited pursuant to the merger
agreement. Such intention may be varied as circumstances arise, including the
discontinuance of such acquisition, a non-exercise of remaining rights of
acquisition and/or the disposition of all or a portion of its interests in the
SOURCE LUKOIL Overseas Holding Ltd.