EXHIBIT (a)(3)
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.
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FORM OF ACCEPTANCE AND AUTHORITY
Recommended Offer
by
American Rivers Oil Company
for
Alliance Resources, PLC
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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
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[1] The Offer Box 1 and you have signed Box 2, you will be
To accept the Offer, insert in Box 1 the total deemed to have accepted the Offer in respect of Complete here
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
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[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.
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[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.
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[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
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[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 B ox [3] (and if appropriate Box)
[4], and sign Box [2].
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To accept the Offer
Complete Box [1] and Box [3] (and if appropriate)
[1] Box [4], and sign Box [2] No. of Alliance Shares for
which you are accepting the Offer
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Sign here to accept the Offer
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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 ___________________________
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NOTE: THE SIGNATURE OF EACH REGISTERED HOLDER SHOULD BE WITNESSED
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Full name(s) and address(es) (To be completed in BLOCK CAPITALS)
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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 ____________
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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 _____________
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Participant ID and member account ID
[4] ------------------------------------------------------------------------------------------------------------------
Complete these Boxes only if your Alliance Shares are in CREST
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Participant ID Member account ID
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FOR USE BY THE REGISTRAR
Address, if not as specified in Box 3, to which consideration
and/or other document(s) is/are to be sent
[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.