New Zealand Oil and Gas Limited


Transaction Type: Takeover (Partial)

Offeror: Zeta Energy Limited

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

Offer commencement date: 8/09/2017

Offer closing date: 18/10/2017


On 10 August 2017, Zeta Energy Pte Limited (Zeta) gave notice of its intention to make a partial offer under the Code to acquire an additional 42% of each class of the shares in New Zealand Oil and Gas Limited (NZOG) not currently held or controlled by Zeta, for 72 cents per share. At the time, Zeta was NZOG’s largest shareholder, with 17.5% of the fully paid shares in NZOG.

On 8 September 2017, Zeta sent the offer to the shareholders of NZOG. On that same day, NZOG received a letter from O.G. Oil & Gas Limited (OGOG), setting out a non-binding proposal to acquire control of NZOG.

NZOG released its target company statement on 15 September 2017, recommending that shareholders reject the Zeta offer.

On 19 September 2017, Zeta extended the closing date of the offer from 4 October to 18 October.

On 18 October 2017, Zeta’s offer closed. The minimum acceptance condition had not been met, and consequently the offer lapsed.

Simmons Corporate Finance prepared a rule 22 independent adviser’s report on fairness of the offer as between the classes, and Northington Partners prepared a rule 21 independent adviser’s report on the merits of the offer.