New Zealand Oil and Gas Limited
Transaction Type: Scheme of arrangement
Offeror / Other Party: O.G. Oil & Gas Limited
Date of meeting: 14/11/2019
New Zealand Oil & Gas Limited
Offeror(s): O.G. Oil & Gas Limited
Independent Adviser(s): Northington Partners (Rule 21-equivalent)
Date of Shareholder Meeting: 14/11/2019
New Zealand Oil & Gas Limited (NZOG) proposed to undertake a Court-approved scheme of arrangement under Part 15 of the Companies Act 1993 to effect the acquisition by O.G. Oil and Gas Limited (OGOG) of minority interests in NZOG (the Scheme). At the time, OGOG held a 69.86% shareholding in NZOG after its partial takeover offer in 2018.
The consideration payable under the Scheme was initially NZD$0.62 per share. On 8 October 2019, this was increased to NZD$0.74 per share.
At the special shareholders’ meeting on 14 November 2019, 36.4% of the minority shareholders voted in favour of the Scheme, and 63.09% voted against it (the minority shareholders formed a separate interest class). Accordingly, the Scheme was not approved.
Northington Partners prepared an independent adviser’s report on the merits of the Scheme, and the fairness and reasonableness of the consideration as between the classes of equity securities. RISC Operations Pty Limited was engaged by Northington to provide valuation services for the report.