New Zealand Oil and Gas Limited


Transaction Type: Takeover (Partial)

Offeror: O.G Oil and Gas Limited

Independent Adviser(s): Northington Partners (Rule 21), Simmons Corporate Finance (Rule 22)

Offer commencement date: 11/10/2017

Offer closing date: 8/01/2018


On 18 September 2017, O.G Oil and Gas Limited (OGOG) gave notice of its intention to make a partial takeover offer to acquire 70% of the fully paid ordinary shares in New Zealand Oil and Gas Limited (NZOG) at NZ$0.77 per ordinary share. At the time, OGOG held a 4.29% shareholding in NZOG. Under the partial offer, OGOG’s offer was to acquire 67.55% of the fully paid ordinary shares it did not already hold or control, and the same percentage of the partly paid ordinary shares in NZOG. 

On 11 October 2017, OGOG made the offer to NZOG shareholders, increasing its offer to NZ$0.78 per ordinary share. 

The offer closed on 8 January 2018, and became unconditional on 11 January 2018. The level of acceptances reached 72.581% of the fully paid ordinary shares that OGOG did not already own or control, and for 58.798% of the partly paid shares. Acceptances were then scaled back to 69.867% of the total fully paid shares on issue. 

Northington Partners prepared the rule 21 report on the merits of the offer, and engaged RISC Operations Pty Limited to provide valuation services for the report. Simmons Corporate Finance prepared the rule 22 report on fairness between the interest classes.