New Zealand Oil and Gas Limited


Transaction Type: Scheme of arrangement

Date of meeting: 12/04/2017


On 8 March 2017, New Zealand Oil & Gas Limited (NZOG) announced that it intended to undertake a capital return of $100 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 327.3 million shares on issue, including 318.9 million ordinary shares and 8.4 million part-paid shares. Under the terms of the Scheme, NZOG proposed to cancel one out of every two ordinary shares and pay each holder $0.627 per share. Part-paid shares would not be subject to the share cancellation, and the original terms of issue of each part-paid share would be unchanged. This meant that after the Scheme, a holder of ordinary shares would have a slightly lower percentage of the total voting rights in NZOG as a result of the scheme, while a holder of part-paid shares would have a slightly higher percentage. 

On 7 March, the Panel had granted NZOG a letter of intention stating that it had formed an initial view, based on the information that had been provided to the Panel, that it intended at that stage to issue a no-objection statement in respect of the Scheme prior to the second Court hearing on the Scheme. The Panel agreed with NZOG that the effect of the Scheme on voting rights was so small that it did not require an independent adviser’s report as a prerequisite to providing a no-objection statement. 

On 20 March, NZOG announced that it had received initial Court orders to seek shareholder approval of the Scheme. 

At a meeting held on 12 April, NZOG shareholders approved the Scheme. Shareholders voted in two interest classes, being part-paid shares and ordinary shares. Of those shares voted, 99.16% of ordinary shares and 87.27% of part-paid shares voted in favour of the Scheme. 62.79% of those shareholders entitled to vote on the resolution voted in favour of the Scheme.

On 18 April, the Panel granted NZOG a no-objection statement. 

On 28 April,  NZOG announced that it had received final Court orders approving the Scheme. The share cancellation and return of capital was effected on 15 May.