Essar Energy plc, the India-focused integrated energy company, today announced that, through its indirect wholly owned subsidiary, it has now entered into an asset purchase agreement with Shell UK Limited ("Shell") to acquire the oil refinery and other associated assets at Stanlow, near Ellesmere Port, Cheshire ("Stanlow Refinery") from Shell for a consideration of US$350 million (£219 million) in cash (the "Acquisition").

Acquisition of the Stanlow Refinery, which is the second largest refinery in the UK, will give Essar Energy direct access to the UK market. It is also aligned with Essar Energy’s strategy to provide options for the export of products from its high value refinery at Vadinar, in Gujarat state, India.

Essar Energy is acquiring the Stanlow Refinery at a competitive price when compared with other recent refinery transactions.

The terms agreed with Shell for the Acquisition are those detailed in the announcement by Essar Energy on February 18 2011.

Naresh Nayyar, Essar Energy’s chief executive, said: “We are very pleased to have agreed this transaction with Shell. Stanlow is a high quality refinery and is an excellent fit with our strategy. We look forward to taking ownership of Stanlow in due course and making operational improvements which will enhance production and better optimise the facility.”

A separate payment will be made for the crude oil, refined products and certain other inventory on the Stanlow Refinery site. This will be determined by prevailing market prices at the time when the transaction is completed and will be at cost.

The acquisition is a "Class 1" transaction for Essar Energy pursuant to Chapter 10 of the Listing Rules and is therefore conditional on the approval of Essar Energy's shareholders at a General Meeting, notice of which will be included in a circular to be sent to Essar Energy's shareholders in due course.

Shareholders are advised to read all of the information contained in the Circular and not to solely rely on the summary information contained in this announcement before deciding what action to take in respect of voting at the General Meeting.

It is expected that the acquisition will be completed during the second half of 2011.

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