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NH3 CLEAN ENERGY LIMITED M&A Activity 2021

Mar 10, 2021

65421_rns_2021-03-10_adacc660-e1e1-4ae7-952e-efc7f4b49571.pdf

M&A Activity

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ASX Announcement | 10 March 2021

EXTENSION OF OFFER PERIOD

Market Announcement Platform ASX Limited Exchange Centre 20 Bridge Street Sydney NSW 2000

On 16 February 2021, Hexagon Energy Materials Limited (ASX: HXG) (Hexagon) lodged a bidder’s statement in respect of an off-market takeover bid under Chapter 6 of the Corporations Act 2001 (Cth) ( Takeover Bid ) for all of the fully paid ordinary shares in Ebony Energy Limited (ACN 149 240 657) ( Ebony ).

Hexagon has extended the Takeover Bid by one (1) week to close at 5.00pm (WST) on 26 March 2021. The reason for the extension is to give Ebony shareholders who have not yet accepted the Offer the opportunity to do so.

Please find enclosed, a formal notice of variation of the Takeover Bid to extend the Takeover Bid period to 5.00pm (WST) on 26 March 2021

Authorised for release by the Board of Directors.

Charles Whitfield

Chairman

ENDS

HEXAGON ENERGY MATERIALS LIMITED

Australian Business Number (ABN) 27 099 098 192 Registered Office: Suite 3, 7 Kintail Road, Applecross, Western Australia 6153 t: (+61 8) 6244 0349 e: [email protected] w: hxgenergymaterials.com.au

Hexagon Energy Materials Limited ACN 099 098 192

Notice under section 650D(1) Corporations Act 2001 (Cth)

Variation of offer – extension of offer period

To Australian Securities and Investments Commission ( ASIC );

Ebony Energy Limited (ACN 149 240 657) ( Ebony );

ASX Limited ( ASX ); and

In accordance with ASIC Class Order [13/521], to those persons shown as holders of Ebony Shares in the register of members of Ebony as at 5pm (WST) on 10 March 2021, and to each person to whom an Offer was made pursuant to the Bidder’s Statement dated 16 February 2021 (as supplemented by the Supplementary Bidder’s Statement announced on 26 February 2021) ( Bidder’s Statement ) by Hexagon Energy Materials Limited (ACN 099 098 192) ( Hexagon ).

Unless the context requires otherwise, defined terms in the Bidder’s Statement issued by Hexagon have the same meaning in this notice.

1. EXTENSION OF OFFER PERIOD

  • Hexagon gives notice under section 650D(1) of the Corporations Act 2001 (Cth) ( Corporations Act ) that pursuant to section 650C of the Corporations Act:

  • (a) it varies the Offer by extending the offer period so that the Offer will remain open for acceptance until 5:00pm (WST) on 26 March 2021, unless further extended or withdrawn in accordance with the Corporations Act; and

  • (b) accordingly, the Offer is varied by:

    • (i) extending the offer period so that the Offer will remain open for acceptance until 5:00pm (WST) on 26 March 2021, unless further extended or withdrawn in accordance with the Corporations Act; and

    • (ii) replacing “5.00pm (WST) on 19 March 2021” with “5.00pm (WST) on 26 March 2021” where it appears in the Bidder’s Statement and Acceptance Form, (or is deemed to appear) as the last day of the Offer Period.

2. NEW DATE FOR GIVING NOTICE AS TO STATUS OF DEFEATING CONDITIONS UNDER THE OFFER

Since the Offer remains subject to the defeating conditions set out in section 12.8 of the Bidder’s Statement (other than the Minimum Acceptance condition, which was fulfilled on 5 March 2021, and the Hexagon Shareholder Approval condition, which was fulfilled on 10 March 2021 ( Fulfilled Conditions )), Hexagon hereby gives notice in accordance with section 630(2) of the Corporations Act that:

  • (a) the new date that Hexagon is required to give notice of the status of the defeating conditions is 18 March 2021; and

  • (b) as at the date of this notice and other than in relation to the Fulfilled Conditions, so far as Hexagon is aware, none of the defeating conditions set out in section 12.8 of the Bidder’s Statement have been fulfilled or waived and accordingly the Offer remains subject to those conditions.

3. LODGEMENT WITH ASIC

A copy of this notice was lodged with ASIC on 10 March 2021. ASIC takes no responsibility for the contents of this notice.

Date : 10 March 2021

This notice has been approved by a unanimous resolution passed by all the directors of Hexagon under section 650D(3A) of the Corporations Act, as modified by ASIC Class Order [CO 13/521].