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STRIKE ENERGY LIMITED — Capital/Financing Update 2023
Aug 27, 2023
65876_rns_2023-08-27_fd068f76-3bfe-445f-851f-97ac953ffd73.pdf
Capital/Financing Update
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ASX: STX The Company Announcement Officer ASX Ltd via electronic lodgement
Talon acqusition update
Strike Energy Limited (ASX: STX, Strike ) provides an update on its proposed acquisition of all of the issued shares in the capital of Talon Energy Limited (ASX: TPD, Talon) by way of a scheme of arrangement under Part 5.1 of the Corporations Act 2001 (Cth) ( Scheme ).
Best and Final Offer
Under the Scheme, Talon shareholders will receive 0.4828 new Strike shares for each Talon share held at the record date in addition, Talon will look to demerge its Mongolian asset with the potential for its shareholders to retain an interest in those assets. Strike’s Board of Directors confirms that this consideration represents its BEST AND FINAL offer , in the absence of a superior proposal.
Strike continues to believe the acquisition of Talon is both strategically compelling and logical for both Strike and Talon shareholders for the reasons set out in its ASX announcement dated 14 August 2023, which will be further detailed in the scheme booklet to be released by Talon in the coming weeks. However, it is important to make clear that this transaction is not critical for the implementation of Strike’s go forward strategy. Should the Scheme not be successfully implemented and the Implementation Deed is terminated, Strike will resume its normal role as operator of L23/EP447 where the joint venture has recently increased the size of the near term capital program (via sanctioning the Walyering-7 well to be drilled in Q1/23) and Strike will call all existing drawn funds from the secured convertible facility that was established in order for Talon to meet its commitments during the scheme process. If all drawn funds and interest are not repaid within 60 days, Strike may enforce its security over Talon’s interest in the Walyering gas project.
Talon Board Continues to Unanimously Recommend the Scheme
The Talon Directors unanimously recommend Talon shareholders vote in favour of the Scheme in the absence of a superior proposal and subject to the independent expert concluding, and continuing to conclude, that the proposed transaction is in the best interests of Talon shareholders. Subject to those same qualifications, each Talon Director intends to vote, or cause to be voted, all Talon shares held or controlled by them in favour of the Scheme. Since the Implementation Deed was announced on 14 August 2023, no party has engaged with Talon with regard to evaluating or providing a competing proposal.
Scheme Timetable
| Scheme Timetable | |
|---|---|
| Announcement of Transaction | 14 August 2023 |
| First Court Date | Late October 2023 |
| Scheme Booklet dispatched to Talon shareholders | Early November 2023 |
| Scheme Meeting | Early December 2023 |
| Second Court Date | Early December 2023 |
| Effective Date | Early December 2023 |
| Suspension of trading of Talon Shares on ASX | Early December 2023 |
| Record Date | Mid December 2023 |
[email protected] ABN 59 078 012 745 www.strikeenergy.com.au L1, 40 Kings Park Rd, West Perth WA 6005
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| Implementation Date | Mid December 2023 |
|---|---|
| Delisting of Talon from the official list of ASX | 20 December 2023 |
For further details of the Scheme please refer to the ASX announcement released 14[th] August 2023 entitled “Strike to Acquire Talon”.
This announcement is authorised for release by the Board of Strike Energy Limited.
Company Contact
Emma Alexander
Investor Relations & Corporate Manager Strike Energy Limited [email protected]
Media Contacts
Paul Ryan
Citadel-MAGNUS 0409 296 511 [email protected]
Future Statements
Statements contained in this announcement, including but not limited to those regarding the possible or assumed future costs, projected timeframes, performance, dividends, returns, revenue, exchange rates, potential growth of Strike and the combined group, industry growth, commodity or price forecasts, or other projections and any estimated company earnings are or may be forward looking statements. Forward looking statements can generally be identified by the use of words such as ‘project’, ‘foresee’, ‘plan’, ‘expect’, ‘budget’, ‘outlook’, ‘schedule’, ‘estimate’, ‘target’, ‘guidance’ ‘aim’, ‘intend’, ‘anticipate’, ‘believe’, ‘estimate’, ‘may’, ‘should’, ‘will’ or similar expressions. Forward looking statements including all statements in this document regarding the outcomes of preliminary and definitive feasibility studies, projections, guidance on future earnings and estimates are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. These statements relate to future events and expectations and as such involve known and unknown risks and significant uncertainties, many of which are outside the control of Strike and the combined group. Actual results, performance, actions and developments of Strike and the combined group may differ materially from those expressed or implied by the forward-looking statements in this announcement. Such forward-looking statements speak only as of the date of this announcement. There can be no assurance that actual outcomes will not differ materially from these statements. A number of important factors could cause actual results or performance to differ materially from the forward looking statements, including the risk factors set out in Strike West Pty Ltd’s (wholly owned subsidiary of Strike) bidder’s statement dated 23 December 2022 in relation to its off-market takeover offer to acquire all of the shares in Warrego Energy Limited that Strike does not already own. Investors should consider the forward looking statements contained in this announcement in light of those disclosures. To the maximum extent permitted by law (including the ASX Listing Rules), Strike and Talon and their respective affiliates, directors, officers, employees, agents, associates and advisers disclaim any obligations or undertaking to release any updates or revisions to the information in this announcement to reflect any change in expectations or assumptions; do not make any representation or warranty, express or implied, as to the accuracy, reliability or completeness of the information in this announcement, or likelihood of fulfilment of any forward looking statement or any event or results expressed or implied in any forwardlooking statement; and disclaim all responsibility and liability for these forward-looking statements (including, without limitation, liability for negligence). Nothing in this announcement will under any circumstances create an implication that there has been no change in the affairs of Strike or Talon since the date of this announcement.
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