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PEAKO LIMITED — M&A Activity 2014
May 19, 2014
65567_rns_2014-05-19_9e3911cd-9055-4b9b-ad51-3ebdbe4eaf63.pdf
M&A Activity
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20 May 2014
IMPLEMENTATION AGREEMENT FOR MERGER SCHEMES WITH OCTANEX EXECUTED
SECURED LOAN FACILITY EXECUTED WITH OCTANEX
Peak Oil & Gas Ltd (“ Peak ”) (ASX Code: PKO) advises that is has executed an Implementation Agreement with Octanex NL (“ Octanex ”) (ASX Code: OXX), an initial step in the proposed Scheme of Arrangement to be undertaken by Peak whereby it is proposed that Peak merge into Octanex.
Simultaneously, Peak and Octanex have entered into a loan agreement with associated security documentation, whereby Octanex will fund Peak’s budgeted outgoings until the end of this calendar year. The loan will enable Peak to complete the South Block A seismic program in North Sumatra and to fund the initial costs of preparation for a well, targeting oil, later this year.
The Scheme of Arrangement will be submitted by Peak to its members and optionholders. The initial step will be to seek Supreme Court approval to call the meeting of members and optionholders of Peak to consider and vote on the proposed arrangements.
The proposed Scheme consideration is the issue of 1 Octanex share for every 24 Peak shares. In addition, if the Scheme is approved by members and ratified by the Supreme Court then, in an addition to the Scheme consideration, a further contingent bonus consideration will be payable by Octanex equal to a further 1 Octanex share for every 24 Peak shares. The bonus relates to Peak’s interest in the Cadlao project in the Philippines which has been the subject of dispute for some time. If the dispute can be satisfactorily resolved, then the bonus consideration of a further 1 Octanex share for every 24 Peak shares will be paid.
The basic Scheme consideration is subject to the usual corporate conditions precedent as well as conditions precedent mostly relating to the South Block A project in North Sumatra.
The Implementation Agreement contains a no-shop clause and includes warranties that are usual in this type of transaction.
Once the requisite material (which will then form the Scheme Information Memorandum) is prepared, it will be submitted to the Supreme Court seeking Orders for the holding of meetings of members and optionholders in Peak subject to that Order. The Scheme documentation will then be submitted to Peak members and optionholders for their approval. If approved, the Scheme would then return to the Supreme Court for final Orders.
Full details of the Scheme will be presented to members and optionholders once the Scheme booklet has been prepared and authorised for release to members and optionholders.
For further information please contact: www.peakoil-gas.com [email protected] Jeff Steketee, Managing Director +61 8 6143 1800
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