NZO
17/12/2014 16:49
BUYBACK
PRICE SENSITIVE
REL: 1649 HRS New Zealand Oil and Gas Limited
BUYBACK: NZO: Share Buy Back And Update On Scheme Of Arrangement
New Zealand Oil & Gas intends to put in place arrangements allowing it to buy
back its shares. It will ask shareholders for approval to exempt its major
shareholder from having to sell down its holding if the share buy-back goes
ahead.
The company's board believes the company's share price does not reflect the
underlying value of the company.
Share purchases would be on-market. The timing and quantity would be decided
by the board from time to time after considering capital requirements and
market prices.
If a buy back goes ahead then it's likely that the proportion of shares held
by the company's major shareholder, Zeta Energy Pte Ltd, would increase above
20 per cent as a result of the acquired shares being cancelled. 20 per cent
is the threshold set in the New Zealand Takeovers Code at which Zeta would be
required to sell down its holding.
Zeta and its associates currently hold 19.87 per cent. At this time, Zeta is
the only shareholder likely to be affected by the threshold.
The board believes it is not appropriate for a shareholder to be forced to
sell down as a result of the share buy-back. Consequently the company plans
to use procedures available under the Listing Rules and Takeovers Code that
allow an exemption from the threshold. These procedures would allow other
shareholders to approve an increase in Zeta's shareholding percentage (where
the increase is a result of other shares being acquired by the company.)
Details of the proposal together with an independent appraisal report will be
prepared and sent to shareholders in the new year prior to a shareholder
meeting expected in the first quarter next year.
This proposal is distinct from the return of capital that will be voted on by
New Zealand Oil & Gas shareholders at a Special General Meeting on Friday.
When the deadline passed this morning for online and postal voting, and for
appointing a proxy for the meeting, voting and proxy voting instructions
indicated the resolution would be passed. Subsequent to Friday's meeting the
capital return will still require a binding ruling on its tax effect, and
final court approval.
John Pagani
External Relatons Manager
+64 21 570872
End CA:00259047 For:NZO Type:BUYBACK Time:2014-12-17 16:49:58
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