Exhibit
(a)(13)
Termination of the Initial Offer Period and Withdrawal Rights in connection with
the Takeover Offer
of
Jilin Chemical Industrial Company Limited
On
October 28, 2005, PetroChina Company Limited (“
PetroChina”) and Jilin Chemical Industrial Company
Limited (“
Jilin”) jointly announced that, subject to the satisfaction or waiver of certain
pre-conditions, Citigroup Global Markets Asia Limited, on behalf of PetroChina, and (in the United
States only) PetroChina, would make a voluntary conditional offer (the “
H Share Offer”) to acquire
all the outstanding overseas listed foreign invested shares of par value RMB1.00 each in Jilin (the
“
Jilin H Shares”) for HK$2.80 per Jilin H Share, and the Jilin H Shares represented by American
Depositary Shares (the “
Jilin ADSs”) for HK$280.00 per Jilin ADS, in each case not already owned by
PetroChina and parties acting in concert with PetroChina.
PetroChina announces that it has received no-action relief from the staff of the United States
Securities and Exchange Commission (the “SEC”), confirming that they will not recommend enforcement
action to the SEC if PetroChina terminates the initial offer period of the H Share Offer (the
“Initial Offer Period”) and thereby terminates withdrawal rights before the scheduled expiration of
such period, so long as, at the time withdrawal rights terminate: (i) the Initial Offer Period has
been open for at least 20 U.S. business days and (ii) all conditions of the H Share Offer have been
satisfied or waived. In addition, PetroChina has agreed to issue a press release and publish this
advertisement today, being the date five U.S. business days prior to the date of the H Share Class
Meeting (defined below), with respect to the matters set forth herein.
The Initial Offer Period for the H Share Offer will expire at 4:00 p.m. (Hong Kong time) on Friday,
6 January 2006, unless the H Share Offer is extended or has previously become or been declared
unconditional, or has lapsed or been withdrawn. Because of the time difference between Hong Kong
and New York City, acceptances of the H Share Offer by holders of Jilin ADSs (“Jilin ADS Holders”)
must be received by the US Tender Agent no later than 5:00 p.m. (New York City time) on 5 January
2006. The earliest date on which the H Share Offer will become or be declared unconditional and
the Initial Offer Period can expire is the date of the H Share Class Meeting, which is scheduled
for 10:00 a.m. (Hong Kong time) on Saturday, 31 December 2005.
Holders of Jilin H Shares (“Jilin H Shareholders”) and Jilin ADS Holders may withdraw their
acceptances of the H Share Offer at any time during the Initial Offer Period, which (unless the H
Share Offer has previously become or been declared unconditional, revised or extended) will expire
on 6 January 2006. Following PetroChina’s receipt of no-action relief from the staff of the SEC as
described above, the Jilin H Shareholders and Jilin ADS Holders will not be entitled to withdraw
their acceptances once the H Share Offer has become or been declared unconditional.
PetroChina announces that, if the resolutions approving the voluntary withdrawal of the listings of
the Jilin H Shares and the Jilin ADSs from the Hong Kong Stock Exchange and the New York Stock
Exchange, respectively, are passed at the special
class meeting of Jilin H Shareholders to be held on Saturday, 31 December 2005 (the “H Share Class
Meeting”), and if valid acceptances of the H Share Offer for not less than 66 2/3% in nominal value
of the Jilin H Shares, including the Jilin H Shares represented by
the Jilin ADSs, are received, the
H Share Offer will become unconditional and the Initial Offer Period will expire. The expiration of
the Initial Offer Period may occur at any time on or after 31 December 2005, the date of the H
Share Class Meeting. The right of Jilin H Shareholders and Jilin ADS Holders to withdraw their
acceptances of the H Share Offer will also terminate at such time.
Accordingly, Jilin H Shareholders and Jilin ADS Holders that wish to withdraw their acceptances of
the H Share Offer should do so before 31 December 2005 to ensure that their withdrawal is timely.
A Jilin H Shareholder who accepts the H Share Offer may withdraw his/her/its acceptance during the
Initial Offer Period by lodging a timely notice in writing signed by the acceptor (or his/her/its
agent duly appointed in writing and evidence of whose appointment is produced together with the
notice) to the Registrar at its address set forth in the composite offer and response document
relating to the H Share Offer (the “Composite Document”). A Jilin ADS Holder who accepts the H
Share Offer in respect of the Jilin H Shares represented by his/her/its Jilin ADSs may withdraw
his/her/its acceptance during the Initial Offer Period by providing timely notice in writing to the
US Tender Agent at its address set forth in the letter of transmittal for the H Share Offer.
PetroChina and Jilin will jointly release an announcement when the H Share Offer becomes
unconditional in all respects. PetroChina and Jilin will communicate such announcement in the U.S.
by issuing a press release that will be filed with the SEC (and will be available on the SEC’s
website at
www.sec.gov) and delivered to the New York Stock Exchange. If the H Share Offer is extended, PetroChina
and Jilin will jointly release an announcement to that effect, and such announcement will be filed
with the SEC (and will be available on the SEC’s website at
www.sec.gov).
Jilin H Shareholders and Jilin ADS Holders in the U.S. are advised to read PetroChina’s tender
offer statement on Schedule TO, Jilin’s solicitation/recommendation statement on Schedule 14D-9,
and PetroChina’s and Jilin’s joint transaction statement on Schedule 13E-3 that have been filed
with the SEC because they contain important information, including information about how to
withdraw acceptance of the H Share Offer. These documents are available free of charge at the SEC’s
website at
www.sec.gov. Jilin H Shareholders and Jilin ADS Holders in the U.S. may also direct
questions and requests for additional copies of the Composite Document and other offer materials to
Innisfree M&A Incorporated, the information agent, at 1-
877-717-3898 (toll free in the U.S. and
Canada) or +1-
212-750-5833 (call collect from all other countries). In addition, all such
documents will be made available to investors in the U.S. free of charge by writing to Zhang Liyan
at No. 9 Longtan Street, Longtan District, Jilin City, Jilin
Province, the People’s Republic of China.
