Please forgive the blast e-mail, but we wanted to ensure shareholders
and other interested parties receive notification of this new program. Below
and attached is information regarding the opportunity to convert restricted
common stock (AIM: EXXS) to unrestricted shares (NASDAQ and AIM: EXXI),
eligible for electronic deposit.
Dear Stockholders:
Energy XXI (Bermuda) Limited
(“Energy XXI”) is pleased to announce a program pursuant to which
non-affiliate holders of our restricted common stock may be eligible to
exchange those shares for unrestricted shares eligible for electronic
deposit. Based upon certain changes
to Rule 144 under the U.S. Securities Act of 1933 that will become effective
February 15, 2008, many of our stockholders should qualify for the lifting of
trading restrictions on their Energy XXI common shares.
Participating U.S.
stockholders will be able to deposit their eligible shares with the Depository
Trust Company (DTC) and participating U.K.
stockholders will be able to deposit their shares with CREST, assisting to
accelerate clearance of your trades.
The key criteria to
determine whether any or all of your Energy XXI shares are eligible for the
lifting of trading restrictions are as follows:
You must not currently be an affiliate of Energy XXI by share ownership
or otherwise, and must not have been an affiliate during the preceding three
months; and
You must have acquired and fully paid for the applicable shares at least
one year ago, or if you have not held the shares for one year, you must have
acquired the shares from a non-affiliate of Energy XXI so that you can tack the
previous non-affiliate owners’ holding period onto your own holding
period, with the resulting combined holding period being at least one year.
If less than all of your restricted
shares of Energy XXI stock are eligible for the lifting of trading restrictions
based on the above criteria, you may still participate with those shares that
do qualify. To the extent that you
believe some or all of the Energy XXI restricted shares that you own are
eligible for exchange and are interested in lifting the trading restrictions on
those shares, you are requested to:
Complete a stockholder representation letter regarding your ownership of
the shares; and
Provide the original share certificate, along with a request letter and
a stockholder representation letter to either Capita Registrars Limited
(Capita) (for U.K. holders)
or Continental Stock Transfer & Trust Company (Continental) (for U.S.
holders) for processing.
Upon receipt, Capita/Continental
will send a photocopy of all the information to Energy XXI and its counsel for
review. If everything is in order
and you satisfy the criteria above, we will have a legal opinion issued and
authorize Capita/Continental to remove the legend(s) in question. You will then receive a new share
certificate without a restrictive legend, which you may then arrange to deposit
into DTC or CREST. You should note
that our counsel will not be able to issue opinions to authorize
Capita/Continental to remove the legend(s) in question until February 15, 2008,
when the recent amendments to Rule 144 become effective. Therefore, you should not anticipate
receiving back the stock certificates delivered until soon after February 15,
2008.
Should you have any questions about
our program, please feel to contact:
West
Griffin, CFO
Energy XXI (Bermuda)
Limited
1021
Main Street, Suite 2626
Houston,
Texas 77002
713-351-3003
wgriffin@energyxxi.com
or
Stewart Lawrence, IRO
Energy XXI (Bermuda)
Limited
1021
Main Street, Suite 2626
Houston,
Texas 77002
713-351-3006
slawrence@energyxxi.com
This letter is not intended as legal advice. You should consult with your attorney
regarding the availability of Rule 144 for your shares and to determine whether
you wish to participate in this program.
Attachments:
Energy XXI 144 Opinion - Representation
Letter (4).DOC
Energy XXI 144 Opinion - Request letter (5).DOC
Stockholder Letter 0011608.DOC
.