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Offeror(s): Campania Holding Inc., Tangent International Limited, and Mr Archibald Geoffrey Louden
Independent Adviser(s): Ernst & Young (Rule 18)
Company Meeting Date: 05/11/2010
On 24 December 2009, L&M Energy Limited (“LME”) announced that it had entered into a sale and purchase agreement to acquire all of the issued shares in L&M Coal Seam Gas Limited (“LMCSG”) from Campania Holding Inc., Tangent International Limited, and Mr Archibald Geoffrey Louden (the “LMCSG vendors”), for consideration to be satisfied by the allotment of 444 million LME shares and 56 million LME options.
Prior to the allotments, the LMCSG vendors (who were each associates of the other two) held or controlled 42.78% of the voting rights in LME in aggregate. As a result of the allotments, their aggregate control percentage would increase to between 74.56% and 83.79% (depending on the extent to which existing options were exercised). As such, LME was required to obtain shareholder approval for the allotments.
At a special meeting of LME shareholders held on 22 February 2010, shareholders approved the allotments necessary to facilitate the acquisition of LMCSG. Ernst & Young prepared a rule 18 independent adviser’s report on the merits of the allotments.