BG Group makes A$796 million takeover offer for Pure

BG Group plc (“BG Group” - LSE:BG.L) today announced its intention to make an all-cash takeover offer to acquire all of the issued shares in Pure Energy Resources Limited (“Pure” - ASX: PES) for A$6.40 per share.

BG Group’s Offer is superior to the offer for Pure announced by Arrow Energy Limited (“Arrow” - ASX: AOE) on 22 December 2008 (the “Arrow Offer”).

BG Group’s Offer represents:

* a 19% (A$1.01) premium to the implied value of the Arrow Offer of A$5.39* per share on 6 February 2009, being the last full day of trading before BG Group’s Offer was announced; and
* a 115% premium to Pure’s closing share price of A$2.98 on 19 December 2008, being the last full day of trading before the Arrow Offer was announced.

BG Group’s Offer gives Pure shareholders the certainty of cash at a time of heightened uncertainty in world equity and financial markets.

BG Group also announces that it has acquired a relevant interest in approximately 10% of Pure shares from a range of shareholders. The Arrow Offer is subject to a 90% minimum acceptance condition. BG Group advises that it does not intend to accept the Arrow offer because it does not intend to own Arrow shares.

David Maxwell, Senior Vice President of QGC, a BG Group business, said: “BG Group is offering Pure shareholders a significant premium to the Arrow Offer. Our offer conveys full and fair value to Pure shareholders for assets which complement QGC’s acreage. Importantly, our offer is all cash and is subject to minimal conditions.”

QGC is a leading Australian coal seam gas explorer and producer focused on developing its world-class reserves for domestic and international supply. BG Group is in the final stages of integrating QGC as a BG Group business, further to the Group’s recommended takeover of QGC, announced in October 2008.

BG Group’s Offer is superior to the Arrow Offer

The Arrow Offer comprises A$2.70 in cash and 1.21 Arrow shares for each Pure share. Based on the Arrow closing share price of A$2.22 on 6 February 2009 (being the last full day of trading before this announcement), the Arrow Offer is worth A$5.39 per Pure share.

Offer conditions

BG Group’s Offer is subject to significantly fewer conditions than the Arrow Offer.

BG Group’s Offer is made by BG International (AUS) Pty Limited, a wholly-owned subsidiary of BG Group, and is subject only to the following conditions:

* a minimum acceptance condition of 50.1%;
* Foreign Investment Review Board (FIRB) approval; and
* no prescribed occurrences.

How to accept

Pure shareholders with questions relating to BG Group’s Offer can call the BG Group Offer Information Line on 1800 135 831 (toll-free within Australia) or +61 2 8268 3679 (for callers from outside Australia).

Indicative timing of BG Group’s Offer

BG Group intends to lodge its Bidder’s Statement in due course.

Advisers

BG Group is being advised by Gresham Advisory Partners. Legal advisers are Corrs Chambers Westgarth.