terrys topics - shelf registrations

SHELF REGISTRATION IN THE U.S.
16 August 2012

Today Samson filed a universal, or “shelf”, registration statement with the U.S. Securities and
Exchange Commission (the “SEC”). The idea behind such a registration, which is typically filed
with the SEC on Form S-3 every three years, is to put Samson in a position to sell securities in
the U.S. A shelf registration does not mean that the company has any present intention to sell
any or all of the securities being registered. It is more like a contingency plan that describes the
maximum number and the greatest variety of securities that Samson might want to sell
anywhere in the world over a three year period ,the SEC takes the position that Samson must
register all of its offerings in the U.S., even if the shares are all sold overseas. Samson already
has one shelf registration statement on file with the SEC which is due to expire soon; the current
filing is meant to replace it for the next three years. Without a shelf registration statement on file
we would have to go through a slow and unwieldy registration process every time we want to
sell shares in the U.S. or elsewhere.. Because the SEC staff has the right to review any
registration statement, and it does not guarantee any limit on the time it will take to complete
that review, the ability for Samson to sell previously registered securities “off the shelf” is
invaluable.
The new shelf registration statement is subject to review by the SEC but once it becomes
effective, subsequent issuances off the shelf are not reviewed. The new shelf allows Samson to
offer and sell, from time to time, up to $200 million of equity, debt or other types of securities
described in the shelf registration statement, or any combination thereof, in one or more future
public offerings. If and when Samson offers any securities under the new registration
statement, Samson will prepare and make available a prospectus supplement that includes the
specific terms of the securities being offered, the use of proceeds and other terms of the
offering.
Of course, to sell ordinary shares or other securities in Australia or another jurisdiction, Samson
still has to comply with the laws of that jurisdiction, as well as with the rules of the ASX and the
NYSE Amex (now renamed the NYSE MKT—see http://online.wsj.com/article/BT-CO-
20120510-723133.html).
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