Date of Final Orders: 29/01/2015

New Zealand Oil & Gas Limited (“NZOG”) announced on 4 November 2014 that it intended to undertake a capital return of approximately $63.2 million to shareholders, by way of a Court-approved scheme of arrangement (the “Scheme”) under Part 15 of the Companies Act 1993.

NZOG had approximately 430 million shares on issue, including 421 million ordinary shares and 9 million part-paid shares, where shareholders had paid-up 1 cent on each share.

Part-paid shareholders would not participate in the scheme. This meant their relative shareholdings to the ordinary shareholders would increase very slightly. NZOG submitted that this was fair to all shareholders, as the increase in shareholdings was effectively in lieu of being able to participate in the capital return.

NZOG’s largest shareholding was held by Zeta Energy Pte Ltd and Bermuda Commercial Bank Limited.  Together, those entitles held 19.53% of all ordinary shares.

There were no shareholders in NZOG who, for the purpose of the Code, held or controlled (together with associates) more than 20% of the voting rights in NZOG either before or after the scheme.

NZOG elected not to apply for a no-objection statement from the Panel in relation to the Arrangement and instead asked the Court to approve the scheme on the basis that NZOG shareholders would not be adversely affected by the use of the Companies Act provisions rather than the Code.

NZOG suggested to the Panel that there was no ‘mischief’ that was being avoided by using the Act rather than the Code. The Panel agreed, and did not object to the scheme. Nevertheless, the Panel made submissions to the Court on:

(a)          the tardiness of the service of the originating documents upon the Panel; and

(b)          NZOG’s determination of interest classes by reference to section 116 of the Companies Act, instead of schedule 10 of the Companies Act. Although it made no difference to the outcome in the present case, the Panel noted that NZOG had determined its interest classes of shareholders in accordance with section 116 of the Companies Act, rather than section 236A and schedule 10. In other cases the outcome might be different depending on which section the interest classes are determined under. 

On 29 January 2015 the scheme was approved by the High Court.

 

We have not received consent to publish the transaction documents in relation to this transaction on our website. However, copies of these documents are available upon request to the Panel under the Official Information Act 1982. Please send your written Official Information requests to takeovers.panel@takeovers.govt.nz

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