TIDM88E
RNS Number : 3490Q
88 Energy Limited
18 June 2020
18 June 2020
88 ENERGY DECLARES XCD ENERGY TAKEOVER OFFERS
UNCONDITIONAL AND ACCELERATES PAYMENT TERMS
-- 88 Energy declares XCD Energy recommended Takeover Offers unconditional
-- The offer consideration has been declared final and will not be increased
-- Payment terms accelerated to 7 business days on receipt of valid acceptances
-- XCD Energy Board continues to unanimously recommend
acceptance of the takeover offers in the absence of a superior
proposal and subject to the Independent Expert continuing to
conclude that the Offers are reasonable
-- 88 Energy has a relevant interest in 59.27% of XCD Energy's
shares and 28.53% of XCD Energy's listed options
-- Takeover Offers currently scheduled to close at 7.00pm
(Sydney time) on 25 June 2020 (unless extended or withdrawn)
88 Energy Limited (ASX: 88E; AIM: 88E) ("88 Energy") is pleased
to announce that it has declared its recommended off-market
takeover offers ("Offers") for all of the ordinary shares and
listed options in XCD Energy Limited (ASX: XCD) ("XCD Energy") free
from all defeating conditions.
As at 7pm (Sydney time) on 17 June 2020, 88 Energy had a
relevant interest in 59.27% of XCD Energy's shares and 28.53% of
XCD Energy's listed options.
Notices in accordance with section 650F and section 630(3) of
the Corporations Act 2001 (Cth) ("Corporations Act") were provided
to XCD Energy today and are attached to this announcement as
Annexure A and Annexure B respectively.
ACCELERATED PAYMENT TERMS
88 Energy confirms that XCD Energy shareholders and listed
option holders who validly accepted the Offers made to them before
they were declared unconditional will be issued their consideration
by 26 June 2020. Any XCD Energy shareholders and listed option
holders who are yet to validly accept the Offers made to them will
be issued with their 88 Energy shares and listed options within 7
business days of their acceptance being processed.
BEST AND FINAL OFFERS
88 Energy notes its Offers of:
-- 2.4 new 88 Energy shares for every 1 of your XCD Energy shares; and
-- 0.7 new 88 Energy shares for every 1 of your XCD Energy listed options,
are 88 Energy's BEST AND FINAL OFFERS which will not be
increased.
MINORITY SHAREHOLDERS IN XCD ENERGY
If 88 Energy acquires a relevant interest in XCD Energy of 90%
or more, 88 Energy intends to proceed with compulsory acquisition
of any outstanding XCD Energy shares and listed options under Part
6A of the Corporations Act. If this occurs, XCD Energy security
holders who have their XCD Energy shares and listed options
acquired compulsorily will NOT be eligible for accelerated payment
terms.
The Board of 88 Energy advises that, if remaining XCD Energy
shareholders and listed options do not accept the Offers, and 88
Energy does not reach compulsory acquisition thresholds (which
include a 90% relevant interest in XCD Energy) by the closing date
of the Offers, they will remain a minority shareholder in XCD
Energy with reduced influence in the running of the business.
Should this occur, decisions made in respect of XCD Energy's
business, under the control of 88 Energy, may impact XCD Energy
shareholders and listed option holders who do not accept the
Offers.
Further, 88 Energy's controlling position may affect the
liquidity of the minority holders of securities in XCD Energy. This
may increase the difficulty for minority securityholders to sell
their XCD Energy shares or listed options at an attractive price.
88 Energy has indicated that it intends to have XCD Energy removed
from the ASX, which would considerably decrease the liquidity for
remaining XCD Energy shareholders and listed option holders.
HOW TO ACCEPT THE OFFERS
88 Energy urges all XCD Energy security holders who have not yet
accepted the Offers made to them to ACCEPT WITHOUT DELAY and take
advantage of the accelerated payment terms to become an 88 Energy
security holder.
The Offers are currently scheduled to close on 7.00pm (Sydney
time) on 25 June 2020.
Acceptance forms have been provided to XCD Energy listed
securityholders. Securityholders who hold their XCD Energy shares
and/or listed options through CHESS can instruct their broker to
accept the Offers on their behalf.
If you have any queries in relation to how to accept the Offers
or any other matter pertaining to the Offers, please do not
hesitate to contact the 88 Energy Offer Information Line on 1300
095 745 (within Australia) or +61 3 9415 4300 (from outside
Australia).
This announcement has been authorised by the Board of 88
Energy.
-ENDS-
For further information, please contact:
Dave Wall Longreach Capital (Adviser to the
Managing Director Transaction)
88 Energy Ltd Darren Martin
Tel: +61 412 144 719
Media and Investor Relations:
88 Energy Ltd
Dave Wall, Managing Director Tel: +61 8 9485 0990
Email: admin@88energy.com
Finlay Thomson ,
Investor Relations Tel: +44 7976 248471
Cenkos Securities Cenkos Securities Tel: + 44 131 220 6939
Neil McDonald/Derrick Lee
ANNEXURE A
NOTICE UNDER SECTION 650F OF THE CORPORATIONS ACT 2001
(CTH):
DECLARING THE OFFERS FREE OF CONDITIONS
To: 1. XCD Energy Limited (ACN 108 403 425) (XCD Energy).
2. ASX Limited (ACN 008 624 691) (ASX).
This is a notice given by 88 Energy Limited (ACN 072 964 179)
(88 Energy) in relation to the offers dated 25 May 2020 made under
its off-market takeover bid to acquire all the ordinary shares and
listed options in XCD Energy (Offers) pursuant to its replacement
bidder's statement dated 21 May 2020 (Bidder's Statement).
Words defined in the Bidder's Statement have the same meaning in
this notice, unless the context requires otherwise.
OFFERS FREE FROM CONDITIONS
For the purposes of section 650F of the Corporations Act 2001
(Cth), 88 Energy gives notice and declares that:
a) 88 Energy has waived the conditions to the Offers (and each
contract resulting from the acceptance of the Offers) set out in
sections 10.8 and 11.8 of the Bidder's Statement. Accordingly, the
Offers are now unconditional; and
b) as at the date of this notice, 88 Energy's voting power in
XCD Energy is 59.27%, comprising 414,747,670 shares out of a total
699,728,934 XCD Energy shares currently on issue. 88 Energy has
also received acceptances for 33,507,143 listed options on issue in
XCD Energy, representing 28.53% of the 117,450,000 listed options
that are currently on issue.
Dated: 18 June 2020
Signed for and on behalf
of 88 Energy Limited
David Wall
Managing Director
ANNEXURE B
NOTICE UNDER SECTION 630(3) OF THE CORPORATIONS ACT 2001
(CTH):
STATUS OF CONDITIONS
To: 1. XCD Energy Limited (ACN 108 403 425) (XCD Energy).
2. ASX Limited (ACN 008 624 691) (ASX).
This is a notice given by 88 Energy Limited (ACN 072 964 179)
(88 Energy) in relation to the offers dated 25 May 2020 made under
its off-market takeover bid to acquire all the ordinary shares and
listed options in XCD Energy (Offers) pursuant to its replacement
bidder's statement dated 21 May 2020 (Bidder's Statement).
Words defined in the Bidder's Statement have the same meaning in
this notice, unless the context requires otherwise.
NEW DATE FOR GIVING STATUS OF CONDITIONS
For the purposes of section 630(3) of the Corporations Act 2001
(Cth) (Corporations Act), 88 Energy gives notice that:
a) 88 Energy has freed the Offers from the conditions set out in
10.8 and 11.8 by the notice under section 650F of the Corporations
Act dated 18 June 2020. Accordingly, the Offers are now
unconditional;
b) 88 Energy confirms that, as at the date of this notice, the
conditions to the Offers have not been fulfilled, although none of
these conditions continue to apply to the Offers; and
c) as at the date of this notice, 88 Energy's voting power in
XCD Energy is 59.27%, comprising 414,747,670 shares out of a total
699,728,934 XCD Energy shares currently on issue. 88 Energy has
also received acceptances for 33,507,143 listed options on issue in
XCD Energy, representing 28.53% of the 117,450,000 listed options
that are currently on issue.
Dated: 18 June 2020
Signed for and on behalf
of 88 Energy Limited
David Wall
Managing Director
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
OUPGLGDLBXBDGGI
(END) Dow Jones Newswires
June 18, 2020 02:35 ET (06:35 GMT)
Grafico Azioni 88 Energy (LSE:88E)
Storico
Da Mar 2024 a Apr 2024
Grafico Azioni 88 Energy (LSE:88E)
Storico
Da Apr 2023 a Apr 2024
