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Offeror(s): New Zealand Oil & Gas Limited
Independent Adviser(s): Campbell MacPherson (Rule 18)
Company Meeting Date: 07/05/2010
On 24 February 2010, Pike River Coal Limited (“Pike River”) announced a number of proposed transactions, including a conditional agreement with major shareholder New Zealand Oil & Gas Limited (“NZOG”) to subscribe to up to US$28.9 million of new convertible bonds (the “convertible bonds”).
NZOG held or controlled 29.52% of the voting rights in Pike River, and its voting control of Pike River would increase as a result of the future conversion of the convertible bonds. As such, shareholder approval was required for the conversion of the convertible bonds into ordinary shares.
Rules 7(d) and 16(b) and (d) of the Code require the notice of meeting to contain particulars of the voting securities to be allotted. Because the terms of the convertible bonds included anti-dilution rights and subscription rights, the exact particulars of any allotments as a result of the conversion of the convertible bonds were not known at the time at which shareholder approval was sought. The Takeovers Panel therefore granted an exemption, subject to a number of conditions, to NZOG from rule 7(d) and to Pike River from rules 16(b) and (d).
The allotments were approved by Pike River shareholders at a special meeting held on 7 May 2010.
Campbell MacPherson prepared a rule 18 independent adviser’s report on the merits of the proposed allotment.