Panel comments on New Zealand Oil & Gas Scheme complaints - October 2019
Published 29 October 2019
The Takeovers Panel has recently received, and investigated, several complaints from various shareholders of New Zealand Oil & Gas Limited (NZO) in relation to the proposed acquisition of minority interests in NZO by O.G. Oil & Gas Pte. Ltd under a scheme of arrangement (the Scheme).
The Panel considered whether opinions expressed by Northington Partners in its independent adviser’s report, and by the NZO independent directors’ committee (the IDC), were misleading or deceptive for the purposes of the Takeovers Code.
In accordance with the Panel’s published guidance, the Panel reached the view that the majority of complaints appear to relate to matters of opinion where different views might honestly and reasonably be held.
The Panel did, however, request that the IDC make certain clarifying disclosures to NZO shareholders in respect of certain complaints. Those disclosures have been made this morning.
Based on the information provided to the Panel, the Panel considers that, given the clarifying disclosures, the disclosure to NZO shareholders complies with the Takeovers Code. Accordingly, the Panel does not intend to take further action at this stage. The Panel will, however, consider any further complaints which are made and/or requests to hold a meeting under section 32 of the Takeovers Act 1993.
In accordance with its usual practice, the Panel makes no comment on the merits of the Scheme.
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