EXHIBIT 12
To: Amerada Hess Corporation ("Amerada Hess")
and Goldman Sachs International ("Goldman Sachs")
5 November 2000
Dear Sirs,
Amerada Hess 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 Amerada Hess agreeing to make the Offer on the basis
specified in paragraph 5, Electrafina S.A. ("Electrafina") has entered into this
agreement with each of Amerada Hess and Goldman Sachs.
1. Shareholdings
Electrafina represents and warrants to Amerada Hess that:
(a) Electrafina is the sole registered holder of the number of ordinary
shares of 25p in LASMO referred to in the Schedule (the "LASMO
Shares");
(b) Electrafina holds its interests in the LASMO Shares and has power to
sell and transfer the LASMO Shares under the Offer free from any lien,
charge, option, equity or encumbrance and free from any third party
right or interest;
(c) neither Electrafina nor any of its subsidiaries has entered into any
undischarged contract or arrangement under which it is required to
dispose of any interest in the LASMO Shares;
(d) Electrafina 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 Electrafina undertakes to Amerada Hess 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 LASMO Shares or any interest therein;
3. Acceptance of the Offer
3.1 Electrafina undertakes to Amerada Hess that it will:
(a) accept the Offer, in accordance with the relevant provisions of the
document to be despatched on terms and conditions consistent with the
Press Announcement to LASMO shareholders containing the Offer (the
"Offer Document"), in respect of all the LASMO Shares and will 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.
3.2 The acceptances of the Offer which Electrafina 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.
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) Electrafina will exercise the voting rights attached to its LASMO
Shares and any Further LASMO Shares on a Relevant Resolution (as
defined in paragraph 4.3) only in accordance with Amerada Hess's
directions; and
(b) Electrafina will exercise the rights attaching to its LASMO Shares and
any further LASMO 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 Amerada Hess's directions.
4.2 For the purpose of casting votes or causing votes to be cast on a Relevant
Resolution pursuant to paragraph 4.1, Electrafina will cause to be executed and
delivered to Amerada Hess promptly any form of proxy required by Amerada Hess
appointing a person nominated by Amerada Hess to attend and vote at the relevant
general meeting of LASMO.
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, Amerada Hess agrees to make the Offer if the Press
Announcement is published, with Amerada Hess's prior approval, in substantially
the form attached (or in such other form as may be agreed between Amerada Hess
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 (or such
later date as Amerada Hess and LASMO may agree). Approval of the release of the
Press Announcement is at Amerada Hess's absolute discretion.
5.2 Amerada Hess will not be obliged to make or proceed with the Offer if, after
the Press Announcement is published:
(a) the Panel consents to Amerada Hess not proceeding with the Offer; or
(b) Amerada Hess is no longer required by the City Code on Takeovers and
Mergers (the "Code") to proceed with the Offer.
5.3 Amerada Hess shall have no liability to Electrafina for any failure to make
or implement the Offer and Electrafina will not be entitled to specific
performance of Clause 5.1, if, in each case, Amerada Hess 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 Electrafina under this agreement will lapse if:
(a) the Press Announcement is not released on 6 November 2000 or such later
date but no later than 30 November 2000 as Amerada Hess and LASMO may
agree; or
(b) the Offer is not made or Amerada Hess does not proceed with the Offer
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. Electrafina consents to:
(a) the inclusion of references to Electrafina and this agreement in the
Press Announcement;
(b) particulars of this agreement and Electrafina'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 Amerada Hess; 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 Electrafina'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 Offer as
at close of NYSE dealing on the NYSE dealing day immediately preceding such
announcement translating the value of Amerada Hess shares from U.S. dollars to
sterling at the exchange rate prevailing at the time.
8. Confirmation
Electrafina confirms that in relation to signing this agreement it is not a
customer of Goldman Sachs for the purposes of the Rules of The Securities and
Futures Authority and that Goldman Sachs 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
Amerada Hess 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 Amerada Hess 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 Electrafina under this agreement are without prejudice
to any rights of Amerada Hess or Goldman Sachs 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 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.
<PAGE>
SCHEDULE
LASMO Shares
Registered Holder Beneficial Owner Ordinary Shares of 25p
each in LASMO
Electrafina S.A. Electrafina S.A. 98,336,161
<PAGE>
EXECUTED by ELECTRAFINA S.A. by ) ----------------------------
GERALD FAERE THIERRY de RUDDER
(print name)
EXECUTED by AMERADA HESS ) ----------------------------
CORPORATION by )
-------------------------------
(print name)
