Eni Declares Wholly Unconditional Its Offer for Lasmo

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February 2, 2001

Agip Investments, a wholly owned subsidiary of Eni, announces that all of the conditions of the Offer have now been satisfied or waived and accordingly the Offer has been declared wholly unconditional.

The Offer, including the Loan Note Alternative, will remain open for acceptance until further notice. LASMO Shareholders who wish to accept the Offer but have not yet done so are strongly encouraged to return their completed Form of Acceptance as soon as possible.

Agip Investments further announces that at 3.00p.m. on 1st February, 2001, valid acceptances of the Offer had been received in respect of 845,773,967 LASMO Shares, representing 62.91 per cent. of LASMO's issued share capital. This figure includes acceptances representing approximately 25 per cent. of LASMO's issued share capital pursuant to the irrevocable undertakings to accept the Offer from certain institutional investors of LASMO.

In addition, since the commencement of the offer period, Agip Investments has acquired 376,058,275 LASMO Shares representing 27.97 per cent. of LASMO's issued share capital.

At the commencement of the offer period, one LASMO Share was held by Agip Oil & Gas Limited (a wholly owned subsidiary of Eni) and 4,500 LASMO Shares were held on behalf of Fondenergia Fideuram (a pension fund related to Eni). Fondenergia Fideuram has accepted the Offer in respect of its holding.

Accordingly, Agip Investments now owns or has received acceptances of the Offer in respect of a total of 1,221,832,243 LASMO Shares, representing 90.88 per cent. of LASMO's issued share capital.

Agip Investments is pleased to announce that, since sufficient elections have been received, Loan Notes will be issued in accordance with the terms contained in the Offer Document.

Settlement will be effected on or before 15th February, 2001 for LASMO Shareholders who have already validly accepted the Offer. Settlement for LASMO Shareholders who validly accept the Offer from today onwards will be effected within fourteen days of receipt of their valid acceptance.

The attention of LASMO Shareholders is drawn to the fact that Agip Investments intends, as soon as practicable, to procure an application by LASMO to the UK Listing Authority for the removal of the LASMO Shares from the Official List, to the London Stock Exchange for the cancellation of trading in LASMO Shares on the main market for listed securities and to the NYSE for the delisting of LASMO ADSs and LASMO Shares from the NYSE. In addition, if sufficient acceptances are received, AGIP Investments intends to apply the compulsory acquisition procedure to acquire any outstanding LASMO Shares.

Appropriate proposals to holders of options under the LASMO Share Schemes will be made in due course.

Save as disclosed above, neither Agip Investments, nor any of the directors of Agip Investments, nor, so far as Agip Investments is aware, any party acting in concert with Agip Investments, has acquired or agreed to acquire any LASMO Shares since the commencement of the offer period and no acceptances have been received from any persons acting in concert with Agip Investments.

Definitions used in the Offer Document dated 22nd December, 2000 have the same meanings when used in this announcement, unless the context requires otherwise.

Lazard, which is regulated in the United Kingdom by The Securities and Futures Authority Limited, is acting for Agip Investments and Eni and no one else in connection with the Offer and will not be responsible to anyone other than Agip Investments and Eni for providing the protections afforded to customers of Lazard or for giving advice in relation to the Offer.

J.P. Morgan, which is regulated in the United Kingdom by The Securities and Futures Authority Limited, is acting for Agip Investments and Eni and no one else in connection with the Offer and will not be responsible to anyone other than Agip Investments and Eni for providing the protections afforded to customers of J.P. Morgan or for giving advice in relation to the Offer.

The Offer including the Loan Note Alternative, is not being made directly or indirectly in or into the United States, Canada, Australia or Japan and this announcement is not an extension of the Offer into the United States, Canada, Australia or Japan. Accordingly, copies of this announcement are not being, and must not be, mailed or otherwise distributed or sent into or from the United States, Canada, Australia or Japan.

Mr. Vittorio Mincato, CEO of Eni, on Lasmo

Asked to comment on Eni's acquisition of Lasmo, Mr. Vittorio Mincato, Chief Executive Officer of Eni, said: "With the acquisition of Lasmo we have successfully completed an important operation, without compromising Eni's financial soundness and generating cost synergies of about EUR80 million per year. Lasmo operation, as well as others we have recently completed, confirms the we are going the right way focusing on the oil and gas core business through acquisitions of assets and companies that strengthen our competitive position and increase our production."

Mr. Mincato also added: "Lasmo operation gives a significant contribution to our Strategic Plan and will enable us to reach in advance our 1.5 million barrels per day production target originally scheduled for 2003. Lasmo acquisition has a strong industrial value for us, we will be using Eni's technological know-how and financial strength to manage complex projects and develop new opportunities in areas of interest for Eni, such as the North Sea, North Africa, Latin America and Asia."

Major Lasmo Assets



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