Scheme Of Arrangement

Posted on 8 October 2019

• Scheme price increased to 74 cents per share
• You can change your vote
• The scheme price will not be increased further.

The price being offered to minority shareholders under the proposed scheme of arrangement with O.G. Oil & Gas has been increased. The price increase was notified by OGOG following an approach from the independent directors of New Zealand Oil & Gas. OGOG is increasing the price on a “last and final” basis.

If the scheme is approved by shareholders, and other conditions are satisfied, shareholders will now receive 74 cents per fully paid ordinary share, 12 cents per share more than the previous scheme price. Votes already cast can be changed.

The revised price is a 49.5 per cent premium to the closing price on 9 July 2019, the last trading day before the scheme was announced.

The independent directors of New Zealand Oil & Gas unanimously recommend that shareholders vote in favour of the scheme of arrangement, in the absence of a superior proposal.

The chair of the Independent Response Committee, Dr Rosalind Archer, said the independent directors are pleased to confirm their recommendation at an increased price.

“The new price offered by OGOG represents attractive value for existing cash, Kupe and Cue assets and very fair value for exploration assets given current market conditions. Having engaged in discussions with OGOG I am in no doubt that 74 cents per fully paid ordinary share is OGOG’s last and final offer, and this is stated in OGOG’s formal notice of price increase. The scheme will only proceed if 75% or more of the votes cast by minority shareholders are in favour of it. We do not expect a similar opportunity to present itself in the foreseeable future.

“Rod and I reiterate our independence in this process. We resign if the scheme completes. Likewise, our advisers are independent. Having reviewed the scheme carefully, we unanimously recommend it and encourage shareholders to vote in favour.”

The special meeting of shareholders to consider and vote on the scheme has been adjourned (it will now occur on 14 November 2019) to provide shareholders with time to consider the increased scheme price and the impact it may have on how they vote on the scheme.

The special meeting will now be held at:

10:00am on 14 November 2019
Oaks Hotel
Level 1, 89 Courtenay Place, Wellington.

Shareholders who have already voted can change their vote in light of the increased scheme price. A Scheme Booklet supplement, along with new voting and proxy forms, will be released to NZX and published on the New Zealand Oil & Gas website as soon as possible. The documents will also be sent to all shareholders. The formal notice of price increase received from OGOG and an addendum to the independent adviser’s report are attached to this announcement.