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STRIKE ENERGY LIMITED — M&A Activity 2023
Dec 12, 2023
65876_rns_2023-12-12_08cefd1f-eab5-4882-9b50-6adf044144b6.pdf
M&A Activity
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13 DECEMBER 2023
Court Approves Scheme
▪ Talon Energy Limited is pleased to announce that the Court has approved the Scheme
Talon Energy Limited (ASX: TPD) ( Talon or the Company ) is pleased to announce that the Federal Court of Australia (sitting in Perth) ( Court ) has today made orders approving the scheme of arrangement between Talon and Talon shareholders (the Scheme ), under which Strike Energy Limited (ASX: STX) ( Strike ) will acquire all the shares in Talon ( Talon Shares ) for consideration of 0.4828 new Strike shares for every 1 Talon Share held by Talon shareholders[1] .
Lodgement of Court Orders and Suspension of Trading
Talon intends to lodge an office copy of the Court orders with the Australian Securities and Investments Commission ( ASIC ) on Thursday, 14 December 2023, at which time the Scheme will become legally effective. If this occurs, Talon expects that Talon Shares will be suspended from trading on ASX at close of trading on Thursday, 14 December 2023.
Indicative Timetable
The expected key dates for the Scheme are set out in the table below:
| Event | Indicative Timing |
|---|---|
| Effective Date of the Scheme and last day of trading of Talon Shares on ASX |
14 December 2023 |
| Suspension of trading of Talon Shares on ASX | Close of trading on 14 December 2023 |
| Trading in New Strike Shares issued as Scheme Consideration to commence on a deferred settlement basis |
15 December 2023 |
| Record Date for determining entitlements to the Scheme Consideration |
7:00pm (Perth time) on 18 December 2023 |
1 Other than Ineligible Foreign Shareholders (being those Talon shareholders whose address is shown in the Talon Share Register (as at the Record Date) as being in a place outside of Australia and its external territories, Germany, Hong Kong, New Zealand and the United Kingdom, other than any Talon shareholder in respect of whom Strike reasonably determines (at its sole and absolute discretion) that it is lawful and not unduly onerous to issue that Talon shareholder with new Strike shares when the Scheme becomes effective) or Cash Out Shareholders (being those Talon shareholders (other than Ineligible Foreign Shareholders) who, based on their holding of Talon shares on the Record Date, would, on implementation of the Scheme, be entitled to receive less than a marketable parcel (as that term is defined in the ASX Listing Rules) of new Strike shares (assessed by reference to the last traded price of Strike shares on ASX on the trading day prior to the Record Date), who will receive their respective pro rata proportion of the net sale proceeds of the new Strike shares to which they would otherwise be entitled under the Scheme in accordance with the sale nominee process. Refer to section 5.8 of the Scheme Booklet for more details.
Talon Energy Ltd. ABN 88 153 229 086
1202 Hay Street, West Perth WA 6005 www.talonenergy.com.au ASX: TPD
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13 DECEMBER 2023
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| Event | Indicative Timing |
|---|---|
| Implementation Date for the issue of Scheme Consideration to Talon Scheme Shareholders (excluding Ineligible Foreign Shareholders and Cash Out Shareholders) |
27 December 2023 |
| Trading in New Strike Shares issued as Scheme Consideration to commence on a normal (T+2 basis) |
28 December 2023 |
| Termination of official quotation of Talon Shares on ASX | 5.00pm (Perth time) on 28 December 2023 (or as otherwise determined by ASX) |
These dates are indicative only. Talon reserves the right to vary the times and dates set out above subject to the approval of such variation by Strike, the Court and ASIC where required. Any changes to the above times and dates will be announced to the ASX and notified on the Talon website at www.talonenergy.com.au. Talon will continue to update Talon shareholders as to any material developments in relation to the Scheme as the timetable progresses.
This announcement has been approved and authorised for release by the Board of Talon Energy Limited.
For further information, please contact:
Talon Energy Limited Colby Hauser Managing Director and CEO +61 8 6319 1900 [email protected]
Talon Energy Limited Shannon Coates Company Secretary +61 8 6319 1900 [email protected]
Talon Energy Ltd. ABN 88 153 229 086 1202 Hay Street, West Perth WA 6005 www.talonenergy.com.au ASX: TPD
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