-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VOphoCsW43uAbWF7Cf8gU8vG5C/caQKMXyazIfHUFe+dNghE7ve2stpOVyOrBWud aB98v7lWIrjtv4S/7XCmOw== 0000930661-99-002417.txt : 19991022 0000930661-99-002417.hdr.sgml : 19991022 ACCESSION NUMBER: 0000930661-99-002417 CONFORMED SUBMISSION TYPE: SC 14D1 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19991021 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANCE RESOURCES PLC CENTRAL INDEX KEY: 0000937568 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 000000000 FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 14D1 SEC ACT: SEC FILE NUMBER: 005-54807 FILM NUMBER: 99731690 BUSINESS ADDRESS: STREET 1: 4200 EAST SKELLY DRIVE STREET 2: SUITE 1000 CITY: TULSA STATE: OK ZIP: 74135 MAIL ADDRESS: STREET 1: JENKENS & GILCHRIST PC STREET 2: 1445 ROSS AVENUE SUITE 2900 CITY: DALLAS STATE: TX ZIP: 75202 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN RIVERS OIL CO /DE/ CENTRAL INDEX KEY: 0001093367 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1 BUSINESS ADDRESS: STREET 1: 700 EAST NINTH AVENUE SUITE 106 CITY: DENVER STATE: CO ZIP: 80203 BUSINESS PHONE: 303832117 MAIL ADDRESS: STREET 1: 700 EAST NINTH AVENUE SUITE 106 CITY: DENVER STATE: CO ZIP: 80203 SC 14D1 1 SCHEDULE 14D-1 TENDER OFFER STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-1 Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 Alliance Resources PLC (Name of Subject Company) American Rivers Oil Company (Bidder) Ordinary Shares of (Pounds)0.01 Each (Title of Class of Securities) 01877N 10 7 (CUSIP Number of Class of Securities) Karlton Terry American Rivers Oil Company 700 East Ninth Avenue, Suite 106 Denver, Colorado 80203 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Bidder) Copy to: W. Alan Kailer, Esq. Jenkens & Gilchrist A Professional Corporation 1445 Ross Avenue, Suite 3200 Dallas, Texas 75202-2799 (214) 855-4500 _____________________ Calculation of Filing Fee: - -------------------------------------------------------------------------------- Transaction Valuation* Amount of Filing Fee** $4,648,256 $930 - -------------------------------------------------------------------------------- * For purposes of calculating the fee only. The filing fee was calculated pursuant to Section 14d-1 of the Securities Exchange Act of 1934, as amended, and Rule 0-11 thereunder, on the basis of 53,684,336 Ordinary Shares. ** 1/50 of one percent of the value of the securities to be acquired. [X ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $1,300 ---------------------------------------------- Form or Registration No.: 333-85237 -------------------------------------------- Filing Party: American Rivers Oil Company -------------------------------------------------------- Date Filed: August 13, 1999 ---------------------------------------------------------- 2 (1) Names of Reporting Persons: American Rivers Oil Company --------------------------------------------- S.S. or I.R.S. Identification No. of Above Person: 84-0839926 ----------------------- (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [_] (b) [_] (3) SEC Use Only ____________________________________________________________ (4) Source of Funds (See Instructions) OO -------------------------------------- (5) Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(e) or 2(f) [_] (6) Citizenship or Place of Organization Delaware ------------------------------------ (7) Aggregate Amount Beneficially Owned by Each Reporting Person 0 ordinary shares -------------------------------- (8) Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares (See Instructions) [_] (9) Percent of Class Represented by Amount in Row (7) 0% ----------------------- (10) Type of Reporting Person (See Instructions) CO ----------------------------- 3 This Schedule 14D-1 (the "Schedule 14D-1") relates to the offer (the "Exchange Offer") of American Rivers Oil Company, a Delaware corporation ("American Rivers"), to exchange shares of Common Stock, $0.001 par value (the "AROC Shares") of American Rivers for all of the issued and outstanding ordinary shares of (Pounds)0.01 each (the "Alliance Shares") in the capital of Alliance Resources PLC, a public limited company incorporated in England and Wales ("Alliance"), at a ratio of one AROC Share for each Alliance Share. The Exchange Offer is being made upon the terms and subject to the conditions set forth in the information statement/prospectus included in Amendment No. 1 to the Registration Statement of American Rivers on Form S-4 filed on October 15, 1999 (Regis. No. 333-85237)(the "Prospectus"), which is included as Exhibit (e)(1) to this schedule and is incorporated herein by reference. This Schedule 14D-1 is being filed on behalf of American Rivers. The item numbers and responses thereto below are in accordance with the requirements of Schedule 14D-1 of the Securities Exchange Act of 1934, as amended. ITEM 1. SECURITY AND SUBJECT COMPANY. (a) The name of the subject company is Alliance Resources PLC, a public limited company incorporated in England and Wales (the "Company"), the address of its principal executive offices is 12 St. James's Square, London SW1Y 4BR and the address of its principal operating offices is 4200 East Skelly Drive, Suite 1000, Tulsa, Oklahoma 74135. (b) The information set forth in "THE TERMS OF THE TRANSACTIONS" and Item 5 of the Annual Report on Form 10-K of the Company for the fiscal year ended April 30, 1999, included in the Prospectus is incorporated herein by reference. (c) The information set forth in "MARKET FOR ALLIANCE'S COMMON EQUITY AND RELATED SHAREHOLDER MARKET INFORMATION" of the Prospectus is incorporated herein by reference. ITEM 2. IDENTITY AND BACKGROUND. (a) - (g) This Statement is being filed by American Rivers. The information set forth in "SUMMARY - The Companies" and "Directors and Executive Officers of the Registrant" in the American Rivers Annual Report on Form 10-KSB for the fiscal year ended March 31, 1999, included in the Prospectus, is incorporated herein by reference. ITEM 3. PAST CONTRACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY (a) Not applicable. (b) The information set forth in "THE PROPOSED TRANSACTIONS - Background of the Reincorporation Proposal and the Offer" of the Prospectus is incorporated herein by reference. ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. (a) - (c) The source of consideration in the Exchange Offer is AROC Shares. The information set forth in "THE TERMS OF THE TRANSACTIONS" of the Prospectus is incorporated herein by reference. ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER. (a) - (g) The information set forth in "THE PROPOSED TRANSACTIONS - Background of the Reincorporation Proposal and Offer," "THE PROPOSED TRANSACTIONS - Reasons for the Reincorporation and Offer," "THE TERMS OF THE TRANSACTIONS" and "MANAGEMENT OF NEW ALLIANCE - Directors and Executive Officers" of the Prospectus is incorporated herein by reference. 4 ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. (a) - (b) The information set forth in "SECURITY OWNERSHIP" and "MANAGEMENT OF NEW ALLIANCE - Directors and Executive Officers" of the Prospectus is incorporated herein by reference. ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SUBJECT COMPANY'S SECURITIES. The information set forth in "THE PROPOSED TRANSACTIONS - Background of the Reincorporation Proposal and Offer," "THE PROPOSED TRANSACTIONS - Reasons for the Reincorporation and Offer," "BUSINESS OF ALLIANCE" and "TERMS OF THE TRANSACTIONS" in the Prospectus and the Exchange and Merger Agreement and the Amendment to Exchange and Merger Agreement which are attached as Exhibit (c)(1) and Exhibit (c)(2) hereto respectively, is incorporated herein by reference. ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED. None. ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS. Not applicable. ITEM 10. ADDITIONAL INFORMATION. (a) Not applicable. (b) The information set forth in the "THE TERMS OF THE TRANSACTIONS" of the Prospectus is incorporated herein by reference. (c) Not applicable. (d) Not applicable. (e) Not applicable. (f) The information set forth in the Prospectus is incorporated herein by reference in its entirety. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(1) United States Form of Acceptance and Authority (Filed herewith as Exhibit (a)(1)) (a)(2) United Kingdom Form of Acceptance and Authority (Filed herewith as Exhibit (a)(2)) (b) Not applicable (c)(1) Exchange and Merger Agreement dated July 22, 1999 among American Rivers Oil Company, a Wyoming corporation, American Rivers Oil Company, a Delaware corporation and Alliance Resources PLC (Included as Appendix A to the Prospectus) (c)(2)* Amendment to Exchange and Merger Agreement, dated October 13, 1999. [2.2] (c)(3)* Exchange Agreement for Convertible Restricted Voting Shares, dated October 13, 1999. [10.1] 5 (c)(4)* Registration Rights Agreement dated October 13, 1999 among American Rivers Oil Company, EnCap Equity 1996 Limited Partnership, Energy Capital Investment Company PLC, and EnCap Investments L.C. [10.2] (c)(5)* Registration Rights Agreement dated October 13, 1999 between American Rivers Oil Company and LaSalle Street Natural Resources. [10.3] (c)(6)* Registration Rights Agreement dated October 13, 1999 among American Rivers Oil Company and members of the Benton family. [10.4] (c)(7)* Warrant Agreement dated October 13, 1999 among American Rivers Oil Company and the holders of Series D, E, F, G and H warrants. [10.5] (c)(8)* Warrant Agreement dated October 13, 1999 among American Rivers Oil Company and the holder of Series I warrants. [10.6] (d)(1)* Opinion of Jenkens & Gilchrist, A Professional Corporation, regarding U.S. tax matters issued to American Rivers Oil Company. [8.1] (d)(2)* Opinion of Jenkens & Gilchrist, A Professional Corporation, regarding U.S. tax matters issued to Alliance Resources PLC. [8.2] (d)(3)* Opinion of Hobson Audley Hopkins & Wood regarding U.K. tax matters. [8.3] (e)(1) Prospectus included in American Rivers Oil Company Registration Statement on Form S-4 (Regis. No. 333-85237). [Incorporated by reference from such Registration Statement] (f) Not applicable. * Incorporated by reference from the exhibit number indicated in brackets to the American Rivers Oil Company Registration Statement on Form S-4 (Regis. No. 333-85237). 6 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: October 21, 1999 AMERICAN RIVERS OIL COMPANY By: /s/ Karlton Terry ----------------------- Name: Karlton Terry Title: President 7 EXHIBIT INDEX Exhibit Number Description - ------ ----------- (a)(1) United States Form of Acceptance and Authority (Filed herewith as Exhibit (a)(1)) (a)(2) United Kingdom Form of Acceptance and Authority (Filed herewith as Exhibit (a)(2)) (b) Not applicable (c)(1) Exchange and Merger Agreement dated July 22, 1999 among American Rivers Oil Company, a Wyoming corporation, American Rivers Oil Company, a Delaware corporation and Alliance Resources PLC (Included as Appendix A to the Prospectus) (c)(2)* Amendment to Exchange and Merger Agreement, dated October 13, 1999. [2.2] (c)(3)* Exchange Agreement for Convertible Restricted Voting Shares, dated October 13, 1999. [10.1] (c)(4)* Registration Rights Agreement dated October 13, 1999 among American Rivers Oil Company, EnCap Equity 1996 Limited Partnership, Energy Capital Investment Company PLC, and EnCap Investments L.C. [10.2] (c)(5)* Registration Rights Agreement dated October 13, 1999 between American Rivers Oil Company and LaSalle Street Natural Resources. [10.3] (c)(6)* Registration Rights Agreement dated October 13, 1999 among American Rivers Oil Company and members of the Benton family. [10.4] (c)(7)* Warrant Agreement dated October 13, 1999 among American Rivers Oil Company and the holders of Series D, E, F, G and H warrants. [10.5] (c)(8)* Warrant Agreement dated October 13, 1999 among American Rivers Oil Company and the holder of Series I warrants. [10.6] (d)(1)* Opinion of Jenkens & Gilchrist, A Professional Corporation, regarding U.S. tax matters issued to American Rivers Oil Company. [8.1] (d)(2)* Opinion of Jenkens & Gilchrist, A Professional Corporation, regarding U.S. tax matters issued to Alliance Resources PLC. [8.2] (d)(3)* Opinion of Hobson Audley Hopkins & Wood regarding U.K. tax matters. [8.3] (e)(1) Prospectus included in American Rivers Oil Company Registration Statement on Form S-4 (Regis. No. 333-85237). [Incorporated by reference from such Registration Statement] (f) Not applicable. * Incorporated by reference from the exhibit number indicated in brackets to the American Rivers Oil Company Registration Statement on Form S-4 (Regis. No. 333-85237). 8 EX-99.A1 2 U.S. FORM OF ACCEPTANCE AND AUTHORITY EXHIBIT (a)(1) THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek immediately your own personal financial advice from your stockbroker, bank manager, lawyer, accountant or other independent financial adviser. This document should be read in conjunction with the accompanying Offer Document dated October 21, 1999. If you have sold or transferred all of your Alliance Shares, please send this document and the accompanying Offer Document and reply-paid envelope to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee. If you are a CREST sponsored member, you should refer to your CREST sponsor before completing this Form of Acceptance. It is anticipated that, following the Offer becoming unconditional, the new Alliance Common Stock will be quoted on the OTC Bulletin Board in the USA. The OTC Bulletin Board is a regulated quotation service that displays real-time quotes, last-sale prices, and volume information in over-the-counter equity securities, which are securities that are not listed or traded on a national securities exchange or the Nasdaq Stock Market. OTC Bulletin Board securities are traded by market makers that enter quotes and trade reports through a closed computer network. - -------------------------------------------------------------------------------- FORM OF ACCEPTANCE AND AUTHORITY Exchange Offer by American Rivers Oil Company for Alliance Resources PLC - -------------------------------------------------------------------------------- ACTION TO BE TAKEN . To accept the Offer, complete this Form of Acceptance on page 3 by following the instructions and notes for guidance set out on pages 2 and 4. . If your Alliance Shares are in certificated form, return this Form of Acceptance, duly completed, signed and accompanied by your share certificate(s) and/or other document(s) of title by mail or by hand to Registrar and Transfer Company as forwarding agent, 10 Commerce Drive, Cranford, New Jersey 07016, as soon as possible, but in any event so as to arrive no later than 8:00 a.m. (New York time) on November 19, 1999. A first class reply-paid envelope is enclosed for documents mailed from within the U.S. and Canada. . If your Alliance Shares are in uncertificated form (that is, in CREST), you should return this Form of Acceptance and take the action set out in Appendix D of the Offer Document to transfer your Alliance Shares to an escrow balance. For this purpose the participant ID of the escrow agent is RA06, the member account ID of the escrow agent is ALLR and the Form of Acceptance Reference Number of this Form of Acceptance (for insertion in the first eight characters of the shared note field on the TTE instruction) is shown at the foot of this page. You should ensure that the transfer to escrow settles no later than 8:00 a.m. (New York time) on Friday, November 19, 1999. . If you hold Alliance Shares in both certificated and uncertificated form, you should complete a separate Form of Acceptance for each holding. Similarly, you should complete a separate Form of Acceptance for Alliance Shares held in certificated form but under a different designation and for Alliance Shares held in uncertificated form but under a different account ID. You can obtain further Forms of Acceptance by contacting IRG plc, Balfour House, 390/398 High Road, Ilford, Essex IG1 1NQ, England (Telephone number: 011 44 181 639 2000). . If your Alliance Shares are in certificated form and your share certificate(s) and/or other document(s) of title are with your bank, stockbroker or other agent, you should complete and sign this Form of Acceptance and arrange for it to be delivered by such agent, together with the relevant document(s). . Please read Appendix C and Appendix D of the Offer Document, the terms of which are incorporated in and form part of this Form of Acceptance. . If you hold Alliance Shares jointly with others, you must arrange for all your co-holders to sign this Form of Acceptance. If you are in any doubt as to how to fill in this Form of Acceptance, please contact IRG plc, Balfour House, 390/398 High Road, Ilford, Essex IG1 1NQ, England (Telephone number: 011 44 181 639 2000 New Issue Department). Page 2
How to complete this Form of Acceptance - ------------------------------------------------------------------------------------------------------------------------------------ [1] The Offer be deemed to have accepted the Offer in Complete here -> To accept the Offer, insert in Box 1 the total respect of your entire holding of Alliance number of Alliance Shares for which you Shares (being your entire holding under the wish to accept the Offer. name and address specified in Box 3 or, if You must sign Box 2 in accordance with the your Alliance Shares are in CREST under the instructions set out herein and complete participant ID and member account ID Box 3 and, if appropriate, Box 4. specified in Box 4. CREST participants are If no number, or a number greater than requested to insert in Box 1 the same number your entire holding of Alliance Shares, is of Alliance Shares as entered in the related inserted in Box 1 and you have signed TTE instruction. Box 2, you will - ------------------------------------------------------------------------------------------------------------------------------------ [2] Signatures Sign here -> You must sign Box 2 regardless of which acceptance is not made by the registered other box(es) you complete and, in the case holder(s), insert the name(s) and capacity (e.g. of a joint holding, arrange for all other joint executor) of the person(s) making the holders to do likewise. Each holder must acceptance. A company may either execute sign in the presence of a witness. The under seal, the seal being affixed and witness must be over 18 years of age and witnessed in accordance with its charter must not be one of the joint registered documents or, if applicable, in accordance with holders. The same witness may witness section 36A of the 1985 Companies Act of each signature of the joint holders. If the England and Wales. - ------------------------------------------------------------------------------------------------------------------------------------ [3] Full name(s) and address(es) Complete here -> Complete Box 3 with the full name and address of the sole or first-named registered holder together with the full names and addresses of all other joint holders in BLOCK CAPITALS. - ------------------------------------------------------------------------------------------------------------------------------------ [4] Participant ID and member account ID participant ID and member account ID inserted Complete here -> If your Alliance Shares are in CREST, you in Box 4, the Form of Acceptance Reference must insert in Box 4 the participant ID and Number of this Form of Acceptance and the the member account ID under which such other information specified in Appendix D of the Alliance Shares are held by you in CREST. Offer Document. The Form of Acceptance You must also transfer (or procure the Reference Number appears at the foot of page transfer of) the Alliance Shares concerned 1 of this Form of Acceptance. to an escrow balance, specifying in the TTE instruction, the ----------------------------------------------------------------------------------------------------------------------------------- [5] Alternative address Complete here -> Insert in Box 5 your own name and address or the name and address of the person or agent (for example, your bank) to whom you wish the consideration or returned documents to be sent if not the same as in Box 3.
Page 3 Please complete as explained on pages 2 and 4 in BLOCK CAPITALS To accept the Offer: Complete Box [1] and Box [3] (and if appropriate Box [4]), and sign Box [2]. - ------------------------------------------------------------------------------------------------------------------------------------ Number of Alliance Shares [1] --------------------------------------- No. of Alliance Shares for which you are accepting the Offer --------------------------------------- - ------------------------------------------------------------------------------------------------------------------------------------ Sign here to accept the Offer ----------------------------------------------------------------------------------------------------------------------------- Sign and delivered as a deed by: Witnessed by: [2] 1 _______________________________ 1 Name ______________________ Address_____________________________ ______________________________ Signature___________________________ 2 _______________________________ 2 Name ______________________ Address_____________________________ ______________________________ Signature___________________________ ----------------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------------------ NOTE: THE SIGNATURE OF EACH REGISTERED HOLDER SHOULD BE WITNESSED Full name(s) and address(es) (To be completed in BLOCK CAPITALS) [3] ----------------------------------------------------------------------------------------------------------------------------- First-registered holder Second-registered holder First Name(s) __________________________________________ First Name(s) ______________________________________________ Last Name (Mr/Mrs/Miss/Title) __________________________ Last Name (Mr/Mrs/Miss/Title) ______________________________ Address ________________________________________________ Address ____________________________________________________ _________________________________ Postal Code___________ __________________________________ Postal Code______________ ----------------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------------------ Participant ID and member account ID [4] ----------------------------------------------------------------------------------------------------------------------------- Complete these Boxes only if your Alliance Shares are in CREST ----------------------------------------------------------------------------------------------------------------------------- Participant ID _________________________________________ Member account ID ____________________________________ ----------------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------------------ Alternative Address [5] Address, if not as specified in Box 3, to which consideration ------------------ and/or other document(s) is/are to be sent For use by the Registrar Name_____________________________________________________ Address__________________________________________________ _____________________________________Postal Code_________ To be completed in BLOCK CAPITALS ------------------ - ------------------------------------------------------------------------------------------------------------------------------------
Page 4 Additional notes regarding the completion of this Form of Acceptance In order to avoid inconvenience and delay, the following points may assist you: 1. If a holder is away from home (e.g. abroad or on holiday): Send this Form of Acceptance by the quickest means (e.g. air mail) to the holder for execution or, if he has executed a power of attorney, have this Form of Acceptance signed by the attorney. In the latter case, the power of attorney should be delivered with this Form of Acceptance. No other signatures are acceptable. 2. If you have sold all, or wish to sell part, of your holding of Alliance Shares: If you have sold all your holding of Alliance Shares, you should at once send this Form of Acceptance to the purchaser or to the stockbroker, bank or other agent through whom you made the sale for transmission to the purchaser. If your Alliance Shares are in certificated form and you wish to sell part of your holding of Alliance Shares and also wish to accept the offer in respect of the balance but are unable to obtain the balance certificate by 8:00 a.m. (New York time) on Friday, November 19, 1999, you should ensure that the stockbroker or other agent through whom you make the sale obtains the appropriate endorsement or indication, signed on behalf of the Registrar of Alliance, IRG plc, Balfour House, 390/398 High Road, Ilford, Essex IG1 1NQ, England, in respect of the balance of your holding of Alliance Shares. 3. If the sole holder has died: If grant of probate or letters of administration has/have been registered with the Registrar of Alliance, IRG plc, this Form of Acceptance must be signed by the personal representative(s) of the deceased holder, each in the presence of a witness, and returned to Registrar and Transfer Company as forwarding agent, 10 Commerce Drive, Cranford, New Jersey 07016. If grant of probate or letters of administration has/have not been registered with IRG plc, the personal representative(s) or prospective personal representative(s) should sign this Form of Acceptance and forward it to Registrar and Transfer Company as forwarding agent, 10 Commerce Drive, Cranford, New Jersey 07016 1, together, if the Alliance shares are held in certificated form, with the share certificate(s) and/or other document(s) of title. However, grant of probate or letters of administration must be delivered before the consideration due under the Offer can be forwarded to the personal representative(s). 4. If one of the joint holders has died: This Form of Acceptance is valid if signed by the surviving holder(s) and, if the Alliance Shares are held in certificated form, delivered with the shares certificate(s) and/or other document(s) of title and, in all cases, death certificate(s), grant of probate or letters of administration of the deceased holder. 5. If your Alliance Shares are in certificated form and the certificate(s) are held by your stockbroker, bank or other agent: If your share certificate(s) and/or other document(s) of title is/are with your stockbroker, bank or other agent, you should complete this Form of Acceptance and, if the certificate(s) is/are readily available, arrange for it/them to be delivered by such agent to Registrar and Transfer Company as forwarding agent, 10 Commerce Drive, Cranford, New Jersey 07016, accompanied by the share certificate(s) and/or other document(s) of title. If the certificate(s) is/are not readily available, deliver this Form of Acceptance with Registrar and Transfer Company as forwarding agent, 10 Commerce Drive, Cranford, New Jersey 07016, duly completed together with a note saying e.g. "certificates to follow", and arrange for the certificate(s) to be forwarded as soon as possible thereafter. (It will be helpful for your agent to be informed of the full terms of the Offer.) 6. If your Alliance Shares are in certificated form and any share certificate has been lost: Complete and deliver this Form of Acceptance together with a letter of explanation and any available certificate(s) with Registrar and Transfer Company as forwarding agent, 10 Commerce Drive, Cranford, New Jersey 07016. You should then write to the Registrar of Alliance, IRG plc, Balfour House, 390/398 High Road, Ilford, Essex IG1 1NQ, England for a letter of indemnity which should be completed in accordance with the instructions given and delivered to IRG plc, at the address given on page 1, in support of this Form of Acceptance. 7. If your Alliance Shares are in CREST: You should take the action set out in Appendix D of the Offer Document to transfer your Alliance Shares to an escrow balance. You are reminded to keep a record of the Form of Acceptance Reference Number (which appears on page 1 of this Form of Acceptance) so that such Number can be inserted in the TTE instruction. If you are a CREST sponsored member, you should refer to your CREST sponsor before completing this Form of Acceptance, as only your CREST sponsor will be able to send the necessary TTE instruction to CRESTCo. 8. If your full name or other particulars differ from those appearing on your share certificate: (a) Incorrect name e.g.: Name on the certificate James Smith Correct name James Smythe complete this Form of Acceptance with the correct name and deliver it, accompanied by a letter from your bank, stockbroker, or solicitor confirming that the person described on the certificate and the person who has signed this Form of Acceptance are one and the same. (b) Incorrect address: write the correct address in Box 3 of this Form of Acceptance. (c) Change of name: deliver your marriage certificate or other evidence of the change of name with this Form of Acceptance for noting. New Alliance reserves the right to treat as valid any acceptance of the Offer which is not entirely in order or which is not accompanied by the relevant transfer to escrow or (as appropriate) the relevant share certificate(s) and/or other document(s) of title. In that event, no issuance of new Alliance common stock under the offer will be made until after the relevant transfer to escrow has been made or (as appropriate) the relevant share certificate(s) and/or other document(s) of title or indemnities satisfactory to new Alliance have been received. Page 5 IMPORTANT TAX INFORMATION Under United States federal income tax law, each shareholder of Alliance ("Alliance Shareholder") whose Alliance Shares are exchanged for American Rivers Oil Company Common Stock is required to provide Registrar and Transfer Company with the Alliance Shareholder's correct TIN on Substitute Form W-9 below. If the holder is an individual, the TIN is his or her social security number. If Registrar and Transfer Company is not provided with the correct TIN, the holder may be subject to a $50 penalty imposed by the Internal Revenue Service (the "IRS"). In addition, payments that are made to such holder with respect to Alliance Shares tendered pursuant to the Exchange Offer may be subject to backup withholding of 31%. If backup withholding results in an over-payment of the taxes, a refund may be obtained. Certain Alliance Shareholders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order for a foreign individual to qualify as an exempt recipient, that holder must submit a Form W-8, signed under penalties of perjury, attesting to that individual's exempt status. A Form W-8 can be obtained from Registrar and Transfer Company. See the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional instructions. Purpose of Substitute Form W-9 To prevent backup withholding on payments that are made to a holder with respect to Alliance Shares tendered pursuant to the Exchange Offer, the Alliance Shareholder is required to notify Registrar and Transfer Company of his correct TIN by completing the Substitute Form W-9 below certifying that the TIN provided thereon is correct (or that such holder is awaiting a TIN) and that (i) the holder has not been notified by the IRS that he or it is subject to backup withholding as a result of failure to report all interest or dividends or (ii) the IRS has notified the holder that he or it is no longer subject to backup withholding. What Number to Give Registrar and Transfer Company The holder is required to give Registrar and Transfer Company the social security number or employer identification number of the beneficial owner of the Alliance Shares. If the Alliance Shares are in more than one name or are not in the name of the actual beneficial owner, consult the Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional guidance on the number to report. Page 6
- ---------------------------------------------------------------------------------------------------------------------- PAYER'S NAME - ---------------------------------------------------------------------------------------------------------------------- SUBSTITUTE FORM W-9 Part I - PLEASE PROVIDE YOUR Social Security Number TIN IN THE BOX AT RIGHT AND OR Employer Identification Department of the Treasury Internal CERTIFY BY SIGNING AND Number Revenue Service Payer's Request DATING BELOW ______________ for Taxpayer Identification Number (If awaiting TIN write "Applied For") (TIN) - ---------------------------------------------------------------------------------------------------------------------- Part II - For Payees exempt from backup withholding, see the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 and complete as instructed therein. - ----------------------------------------------------------------------------------------------------------------------
Certification - Under penalties of perjury, I certify that: (1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me); and (2) I am not subject to backup withholding either because I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified me that I am no longer subject to backup withholding. Certification Instructions - You must cross out item (2) above if you have been notified by the IRS that you are subject to backup withholding because of underreporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you were no longer subject to backup withholding, do not cross out item (2). (Also see instructions in the enclosed Guidelines.) - -------------------------------------------------------------------------------- SIGNATURE________________________________ DATE____________________________ - -------------------------------------------------------------------------------- NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATIONS OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER--Social Security numbers have nine digits separated by two hyphens; i.e. 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer. FOR THIS TYPE OF ACCOUNT GIVE THE SOCIAL SECURITY NUMBER OF: 1. An individual's account The individual 2. Two or more individuals The actual owner of the account or, if (joint account) combined funds, the first individual on the account (1) 3. Husband and wife (joint The actual owner of the account or, if account) joint funds, the first individual on the account (1) 4. Custodian account of a The minor(2) minor (Uniform Gift to Minors Act) 5. Adult and minor (joint The adult or, if the minor is the only account) contributor, the minor(1) 6. Account in the name of incompetent person(3) guardian or committee for a designated ward, minor or incompetent person 7. a. The usual revocable The grantor-trustee(1) savings trust account (grantor is also grantee) b. So-called trust The actual owner(1) account that is not a legal or valid trust under State law 8. Sole proprietorship account The owner(4) 9. A valid trust, estate, or The legal entity (Do not furnish the pension trust identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)(5) - -------------------------------------------------------------------------------- Page 7 10. Corporate account The corporation 11. Religious charitable, or The organization educational organization account 12. Partnership account held The partnership in the name of the business 13. Association, club, or The organization other tax-exempt organization 14. A broker or registered The broker or nominee nominee 15. Account with the The public entity Department of Agriculture in the name of a public entity (such as a State or local government, school district, or person) that receives agricultural program _______________________________________ (1) List first and circle the name of the person whose number you furnish. (2) Circle the minor's name and furnish the minor's social security number. (3) Circle the ward's, minor's or incompetent person's name and furnish such person's social security number. (4) Show the name of the owner. (5) List first and circle the name of the legal trust, estate, or pension trust. NOTE:If no name is circled when there is more than one name, the number will be considered to be that of the first name listed. OBTAINING A NUMBER If you don't have a taxpayer identification number or you don't know your number, obtain Form SS-5, Application for a Social Security Number Card (for individuals), or Form SS-4, Application for Employer Identification Number (for businesses and all other entities), at the local office of the Social Security Administration or the Internal Revenue Service and apply for a number. PAYEE EXEMPT FROM BACKUP WITHHOLDING Payees specifically exempted from backup withholding on ALL payments include the following: . A corporation. . A financial institution. . An organization exempt from tax under section 501(a), or an individual retirement plan, or a custodial account under Section 403(b)(7). . The United States or any agency or instrumentality thereof. . A State, the District of Columbia, a possession of the United States, or any subdivision or instrumentality thereof. . A foreign government, a political subdivision of a foreign government, or any agency or instrumentality thereof. . An international organization or any agency, or instrumentality thereof. . A registered dealer in securities or commodities registered in the U.S. or a possession of the U.S. . A real estate investment trust. . A common trust fund operated by a bank under section 584(a). . An exempt charitable remainder trust, or a nonexempt trust described in section 4947(a)(1). . An entity registered at all times under the Investment Company Act of 1940. A foreign central bank of issue. Payments of dividends and patronage dividends not generally subject to backup withholding include the following: . Payments to nonresident aliens subject to withholding under section 1441. . Payments to partnerships not engaged in a trade or business in the U.S. and which have at least one nonresident partner. Page 8 . Payments of patronage dividends where the amount received is not paid in money. . Payments made by certain foreign organizations. . Payments made to a nominee. Payments of interest not generally subject to backup withholding include the following: . Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer's trade or business and you have not provided your correct taxpayer identification number to the payer. . Payments of tax-exempt interest (including exempt-interest dividends under section 852). . Payments described in section 6049(b)(5) to non-resident aliens. . Payments on tax-free covenant BONDS under section 1451. . Payments made by certain foreign organizations. . Payments made to a nominee. Exempt payees described above should file a Substitute Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER. Certain payments other than interest, dividends, and patronage dividends, that are not subject to information reporting are also not subject to backup withholding. For details, see sections 6041, 6041A(a), 6042, 6044, 6045, 6049, 6050A, and 6050N, and the regulations under those sections. PRIVACY ACT NOTICE.--Section 6109 requires most recipients of dividend, interest, or other payments to give taxpayer identification numbers to payers who must report the payments to IRS. The IRS uses the numbers for identification purposes and to help verify the accuracy of tax returns. Payers must be given the numbers whether or not recipients are required to file a tax return. Payers must generally withhold 31% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply. PENALTIES (1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.--If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. (2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.--If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500. (3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.-- Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE Unless otherwise noted herein, all references to section numbers or regulations are references to the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder. EX-99.A2 3 U.K. FORM OF ACCEPTANCE AND AUTHORITY EXHIBIT (a)(2) THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek immediately your own personal financial advice from your stockbroker, bank manager, lawyer, solicitor, accountant or other independent financial adviser. This document should be read in conjunction with the accompanying Offer Document and circular both dated October 21, 1999. If you have sold or transferred all of your Alliance Shares, please send this document and the accompanying Offer Document and reply-paid envelope to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee. If you are a CREST sponsored member, you should refer to your CREST sponsor before completing this Form of Acceptance. It is anticipated that, following the Offer becoming unconditional, the new Alliance Common Stock will be quoted on the OTC Bulletin Board in the USA. The OTC Bulletin Board is a regulated quotation service that displays real-time quotes, last-sale prices, and volume information in over-the-counter equity securities, which are securities that are not listed or traded on a national securities exchange or the Nasdaq Stock Market. OTC Bulletin Board securities are traded by market makers that enter quotes and trade reports through a closed computer network. - -------------------------------------------------------------------------------- FORM OF ACCEPTANCE AND AUTHORITY Recommended Offer by American Rivers Oil Company for Alliance Resources, PLC - -------------------------------------------------------------------------------- ACTION TO BE TAKEN . To accept the Offer, complete this Form of Acceptance on page 3 by following the instructions and notes for guidance set out on pages 2 and 4. . If your Alliance Shares are in certificated form, return this Form of Acceptance, duly completed, signed and accompanied by your share certificate(s) and/or other document(s) of title by post or by hand to IRG plc, Balfour House, 390/398 High Road, Ilford, Essex IGI 1NQ or, by hand only, to IRG plc, 23 Ironmonger Lane, London EC2V 8EY, as soon as possible, but in any event so as to arrive no later than 3.00 p.m. London time 19 November, 1999. A first class reply-paid envelope is enclosed for documents lodged by post from within the UK. . If your Alliance Shares are in uncertificated form (that is, in CREST),you should return this Form of Acceptance and take the action set out in Appendix D of the Offer Document to transfer your Alliance Shares to an escrow balance. For this purpose the participant ID of the escrow agent is RA06,the member account ID of the escrow agent is ALLR and the Form of Acceptance Reference Number of this Form of Acceptance (for insertion in the first eight characters of the shared note field on the TTE instruction)is shown at the foot of this page. You should ensure that the transfer to escrow settles no later than 3.00 p.m. London time on 19 November, 1999. . If you hold Alliance shares in both certificated and uncertificated form, you should complete a separate Form of Acceptance for each holding. Similarly, you should complete a separate Form of Acceptance for Alliance Shares held in certificated form but under a different designation and for Alliance Shares held in uncertificated form but under a different account ID. You can obtain further Forms of Acceptance by contacting IRG plc, Balfour House, 390/398 High Road, Ilford, Essex IG1 1NQ (Telephone number:0181 639 2000). . If your Alliance Shares are in certificated form and your share certificate(s) and/or other document(s) of title are with your bank, stockbroker or other agent, you should complete and sign this Form of Acceptance and arrange for it to be lodged by such agent, together with the relevant document(s). . Please read Appendix C and Appendix D of the Offer Document, the terms of which are incorporated in and form part of this Form of Acceptance. . If you hold Alliance Shares jointly with others, you must arrange for all your co-holders to sign this Form of Acceptance. If you are in any doubt as to how to fill in this Form of Acceptance, please contact IRG plc, Balfour House, 390/398 High Road, Ilford, Essex IG1 1NQ, (Telephone number: 0181 639 2000 New Issue Department). Page 2 How to complete this Form of Acceptance - ------------------------------------------------------------------------------------------------------------------------------------ [1] The Offer Box 1 and you have signed Box 2, you will be Complete here . To accept the Offer, insert in Box 1 the total deemed to have accepted the Offer in respect of number of Alliance Shares for which you wish your entire holding of Alliance Shares (being your to accept the Offer. entire holding under the name and address specified in Box 3 or, if your Alliance Shares are in You must sign Box 2 in accordance with the CREST under the participant ID and member instructions set out herein and complete Box 3 account ID specified in Box 4. CREST and, if appropriate, Box 4. participants are requested to insert in Box 1 the same number of Alliance Shares as entered in the If no number, or a number greater than your related TTE instruction. entire holding of Alliance Shares, is inserted in - ------------------------------------------------------------------------------------------------------------------------------------ [2] Signatures Sign here . You must sign Box 2 regardless of which other box(es) you complete and, in the case of a joint holding, arrange for all other joint holders to do likewise. Each holder must sign in the presence of a witness. The witness must be over 18 years of age and must not be one of the joint registered holders. The same witness may witness each signature of the joint holders. If the acceptance is not made by the registered holder(s), insert the name(s) and capacity (e.g. executor) of the person(s) making the acceptance. A company may either execute under seal, the seal being affixed and witnessed in accordance with its Articles of Association or other regulations or, if applicable, in accordance with section 36A of the 1985 Companies Act of England and Wales. - ------------------------------------------------------------------------------------------------------------------------------------ [3] Full name(s) and address(es) Complete here . Complete Box 3 with the full name and address of the sole or first-named registered holder together with the full names and addresses of all other joint holders in BLOCK CAPITALS. - ------------------------------------------------------------------------------------------------------------------------------------ [4] Participant ID and member account ID participant ID and member account ID inserted in Complete here . If your Alliance Shares are in CREST, you Box 4, the Form of Acceptance Reference Number must insert in Box 4 the participant ID and the of this Form of Acceptance and the other member account ID under which such Alliance information specified in Appendix D of the Offer Shares are held by you in CREST. You must Document. The Form of Acceptance Reference also transfer (or procure the transfer of) the Number appears at the foot of page 1 of this Form Alliance Shares concerned to an escrow of Acceptance. balance, specifying in the TTE instruction, the - ------------------------------------------------------------------------------------------------------------------------------------ [5] Alternative address Complete here . Insert in Box 5 your own name and address or the name and address of the person or agent (for example, your bank) to whom you wish the consideration or returned documents to be sent if not the same as in Box 3.
Page 3 Please complete as explained on pages 2 and 4 in BLOCK CAPITALS
To accept the Offer: Complete Box [1] and Box [3] (and if appropriate Box [4]) , and sign Box [2]. - ------------------------------------------------------------------------------------------------------------------------------------ To accept the Offer ---------------------------------------------------- [1] Complete Box [1] and Box [3] (and if appropriate) No. of Alliance Shares for which Box [4], and sign Box [2] you are accepting the Offer ---------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------------------ Sign here to accept the Offer ------------------------------------------------------------------------------------------------------------------ Sign and delivered as a deed by: Witnessed by: [2] 1 ___________________________________________ 1 Name ______________________ Address __________________________ _____________________________ Signature ________________________ 2 ___________________________________________ 2 Name ______________________ Address __________________________ _____________________________ Signature ________________________ 3 ___________________________________________ 3 Name_______________________ Address __________________________ _____________________________ Signature ________________________ 4 ___________________________________________ 4 Name_______________________ Address __________________________ _____________________________ Signature ________________________ ------------------------------------------------------------------------------------------------------------------------------- NOTE: THE SIGNATURE OF EACH REGISTERED HOLDER SHOULD BE WITNESSED - ------------------------------------------------------------------------------------------------------------------------------------ Full name(s) and address(es) (To be completed in BLOCK CAPITALS) ------------------------------------------------------------------------------------------------------------------ First-registered holder Third-registered holder 1 Forename(s)_________________________________________ 3 Forename(s)_____________________________________________ [3] Surname (Mr/Mrs/Miss/Title)___________________________ Surname (Mr/Mrs/Miss/Title)_______________________________ Address_______________________________________________ Address___________________________________________________ _____________________ Postal Code ____________________ ______________________ Postal Code _______________________ ------------------------------------------------------------------------------------------------------------------ Second-registered holder Fourth-registered holder 2 Forename(s)_________________________________________ 4 Forename(s)_____________________________________________ Surname (Mr/Mrs/Miss/Title)___________________________ Surname (Mr/Mrs/Miss/Title)_______________________________ Address_______________________________________________ Address___________________________________________________ _____________________ Postal Code ____________________ ______________________ Postal Code _______________________ ------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ Participant ID and member account ID [4] ------------------------------------------------------------------------------------------------------------------ Complete these Boxes only if your Alliance Shares are in CREST ------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------ Participant ID Member account ID ------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ Address, if not as specified in Box 3, to which consideration ----------------------------- and/or other document(s) is/are to be sent For use by the Registrar [5] Name_________________________________________________ Address______________________________________________ _________________________________Postal Code_________ ----------------------------- To be completed in BLOCK CAPITALS
Page 4 Additional notes regarding the completion of this Form of Acceptance In order to avoid inconvenience and delay, the following points may assist you: 1. If a holder is away from home (e.g. abroad or on holiday): Send this Form of Acceptance by the quickest means (e.g. air mail)to the holder for execution or, if he has executed a power of attorney, have this Form of Acceptance signed by the attorney. In the latter case, the power of attorney should be lodged with this Form of Acceptance for noting. No other signatures are acceptable. 2. If you have sold all, or wish to sell part, of your holding of Alliance Shares: If you have sold all your holding of Alliance Shares, you should at once send this Form of Acceptance to the purchaser or to the stockbroker, bank or other agent through whom you made the sale for transmission to the purchaser. If your Alliance Shares are in certificated form and you wish to sell part of your holding of Alliance Shares and also wish to accept the offer in respect of the balance but are unable to obtain the balance certificate by 3.00 p.m. London time on 19 November, 1999, you should ensure that the stockbroker or other agent through whom you make the sale obtains the appropriate endorsement or indication, signed on behalf of the Registrar of Alliance, IRG plc, Balfour House, 390/398 High Road, Ilford, Essex IG1 1NQ, in respect of the balance of your holding of Alliance Shares. 3. If the sole holder has died: If grant of probate or letters of administration has/have been registered with the Registrar of Alliance, IRG plc, Balfour House, 390/398 High Road, Ilford, Essex IG1 1NQ, this Form of Acceptance must be signed by the personal representative(s) of the deceased holder, each in the presence of a witness, and returned to IRG plc at either of the addresses given on page 1 of this Form of Acceptance. If grant of probate or letters of administration has/have not been registered with IRG plc, the personal representative(s) or prospective personal representative(s) should sign this Form of Acceptance and forward it to IRG plc, at either of the addresses given on page 1, together, if the Alliance shares are held in certificated form, with the share certificate(s) and/or other document(s) of title. However, grant of probate or letters of administration must be lodged before the consideration due under the Offer can be forwarded to the personal representative(s). 4. If one of the joint holders has died: This Form of Acceptance is valid if signed by the surviving holder(s) and, if the Alliance Shares are held in certificated form, lodged with the shares certificate(s) and/or other document(s) of title and, in all cases, death certificate(s), grant of probate or letters of administration of the deceased holder. 5. If your Alliance Shares are in certificated form and the certificate(s)are held by your stockbroker, bank or other agent: If your share certificate(s) and/or other document(s) of title is/are with your stockbroker, bank or other agent, you should complete this Form of Acceptance and, if the certificate(s) is/are readily available, arrange for it/them to be lodged by such agent with IRG plc at either of the addresses given on page 1 on this Form of Acceptance, accompanied by the share certificate(s) and/or other document(s) of title. If the certificate(s) is/are not readily available, lodge this Form of Acceptance with IRG plc at either of the addresses given on page 1, duly completed together with a note saying e.g."certificates to follow ",and arrange for the certificate(s) to be forwarded as soon as possible thereafter. (It will be helpful for your agent to be informed of the full terms of the Offer.) 6. If your Alliance Shares are in certificated form and any share certificate has been lost: Complete and lodge this Form of Acceptance together with a letter of explanation and any available certificate(s) with IRG plc at either of the addresses given on page 1 of this Form of Acceptance. You should then write to the Registrar of Alliance, IRG plc, Balfour House, 390/398 High Road, Ilford, Essex IG1 1NQ, for a letter of indemnity which should be completed in accordance with the instructions given and lodged with IRG plc, at either of the addresses given on page 1, in support of this Form of Acceptance. 7. If your Alliance Shares are in CREST: You should take the action set out in Appendix D of the Offer Document to transfer your Alliance Shares to an escrow balance. You are reminded to keep a record of the Form of Acceptance Reference Number (which appears on page 1 of this Form of Acceptance) so that such Number can be inserted in the TTE instruction. If you are a CREST sponsored member, you should refer to your CREST sponsor before completing this Form of Acceptance, as only your CREST sponsor will be able to send the necessary TTE instruction to CREST Co. 8. If your full name or other particulars differ from those appearing on your share certificate: (a) Incorrect name e.g.: Name on the certificate James Smith Correct name James Smythe complete this Form of Acceptance with the correct name and lodge it, accompanied by a letter from your bank, stockbroker, or solicitor confirming that the person described on the certificate and the person who has signed this Form of Acceptance are one and the same. (b) Incorrect address: write the correct address in Box 3 of this Form of Acceptance. (c) Change of name: lodge your marriage certificate or the deed poll with this Form of Acceptance for noting. New Alliance reserves the right to treat as valid any acceptance of the Offer which is not entirely in order or which is not accompanied by the relevant transfer to escrow or (as appropriate) the relevant share certificate(s) and/or other document(s) of title. In that event, no allotment of New Alliance common stock under the offer will be made until after the relevant transfer to escrow has been made or (as appropriate) the relevant share certificate(s) and/or other document(s) of title or indemnities satisfactory to New Alliance have been received. -----END PRIVACY-ENHANCED MESSAGE-----