- Joint BG Group - Pure Announcement -

Pure recommends BG Group takeover offer

* BG Group cash offer now A$8.00 per share
* BG Group offer values Pure at A$995 million
* BG Group will pay accepting Pure shareholders within 5 business days of the receipt by BG Group of their acceptance
* Unanimous recommendation by Pure’s independent directors, subject to there being no superior proposal
* Pure’s independent directors intend to accept the increased BG Group offer within 7 days, subject to there being no superior proposal
* Key shareholders, Tom Fontaine and Karl Meade, intend to accept the increased BG Group offer within 7 days, subject to there being no superior proposal

Recommended offer

The Board of Pure Energy Resources Limited (Pure) is pleased to announce that it is recommending BG Group’s increased all-cash offer of A$8.00 per Pure share, valuing the entire issued capital of Pure at approximately A$995 million.

The independent directors of Pure believe the revised offer from BG Group is superior to the current offer from Arrow Energy Limited of A$3.00 in cash and 1.57 Arrow shares for each Pure share.

BG Group’s increased offer represents:

* a 168% 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 first announced; and
* an 11% premium to the implied value of the Arrow offer of A$7.18 1 on 18 February 2009.

1 Based on Arrow’s closing share price of A$2.66 on 18 February 2009.

BG Group’s revised offer, which opens on 20 February 2009, is unconditional.

Independent directors intentions to accept

The independent directors, who together have an interest in approximately 12% of Pure, intend to accept the increased offer within 7 days of this announcement, subject to there being no superior proposal.

Key shareholders’ intend to accept

Pure has also been advised by key shareholders, Mr Tom Fontaine and Mr Karl Meade (who have an interest in approximately 5% and 3%, respectively, of Pure), that each of them intends to accept BG Group’s increased offer within 7 days of this announcement, subject to there being no superior proposal.

Other details

Unconditional offer

BG Group has received formal notification from the Foreign Investment Review Board that there are no objections in terms of the Federal Government’s foreign investment policy to the proposal by BG Group to acquire all of the issued shares in Pure. All other conditions have been waived by BG Group. The increased BG Group offer opens on 20 February 2009 and is unconditional.

Payment terms

BG Group will pay accepting Pure shareholders within 5 business days of the receipt by BG Group of their acceptance.

Funding Support

BG Group has indicated to the directors of Pure that, immediately upon BG Group’s voting power in Pure exceeding 50.1% or more of Pure, BG Group will provide funding support to Pure to enable Pure to meet commitments it will have at that time in relation to the takeover offers from BG Group and Arrow, including any break fee payable to Arrow, and any advisory, legal, accounting and other fees relating to the takeover offers.

Indicative timing

BG Group will send a Bidder’s Statement to Pure shareholders as soon as possible, which will contain the revised terms of BG Group’s offer. Pure will send a Target’s Statement to shareholders as soon as possible thereafter.