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TORO ENERGY LIMITED — M&A Activity 2007
Nov 4, 2007
65937_rns_2007-11-04_19ad1fdf-d331-4009-95f5-4872a1099734.pdf
M&A Activity
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TORO Energy Limited ABN 48 117 127 590 3 Boskenna Avenue Norwood SA 5067 Telephone: +61 8 8362 6677 Facsimile: +61 8 8362 6655
5 November 2007
Company Announcements Office Australian Stock Exchange Level 4, 20 Bridge Street SYDNEY NSW 2000
Dear Sir / Madam,
COMPULSORY ACQUISITION OF OUTSTANDING NOVA SHARES
Earlier today Toro Energy Limited commenced the process for compulsorily acquiring the outstanding shares in Nova Energy Limited (“Nova”).
Enclosed is a copy of a compulsory acquisition notice (ASIC Form 6021) dated 5 November 2007 and lodged with ASIC today, together with a copy of the letter to be sent to those Nova shareholders who have not validly accepted Toro’s Offer.
Yours faithfully
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.......................................................... Donald Stephens Company Secretary
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TORO Energy Limited ABN 48 117 127 590 3 Boskenna Avenue Norwood SA 5067 Telephone: +61 8 8362 6677 Facsimile: +61 8 8362 6655
5 November 2007
Dear Nova shareholder
Compulsory Acquisition of your Nova Energy shares
As you may be aware, Toro Energy Limited ( Toro ) made an offer contained in its Bidder’s Statement dated 31 August 2007 to acquire your ordinary shares in Nova Energy Limited ( Nova ). Toro’s Offer closed at 5.00pm (Adelaide time) on 26 October 2007.
Toro received sufficient acceptances of its Offer to become entitled to compulsorily acquire all outstanding Nova shares.
Our records indicate that you have not validly accepted Toro’s Offer. This letter encloses the ASIC form required for Toro to exercise its right to compulsorily acquire your Nova shares. Under the compulsory acquisition procedure you will receive 5.5 Toro shares for every Nova share you hold being the Offer terms that applied to Toro’s Offer immediately before this Notice was given[1] .
The attached ASIC form sets out certain rights available to you under the Corporations Act 2001. You do not need to sign or return this form.
If you have disposed of your shares before receiving this letter, no further action is required by you.
On completion of the compulsory acquisition procedure, which is expected to be during December 2007, Toro will deliver to Nova the consideration that is payable to you. You will then be entitled to ask Nova to provide that consideration to you. In due course, Nova will send you a form to claim that consideration
If you have any questions regarding the above, please call the Toro Offer Information Line on 1300 659 062 (within Australia) or +61 2 8986 9350 (outside Australia).
Yours faithfully,
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Ian Gould Chairman
1 For Nova shareholders whose address as shown on the Nova share register is in Australia or New Zealand. Ineligible Foreign Shareholders will receive a cash amount calculated as set out in Toro’s Bidder’s Statement dated 31 August 2007.
6021 GUIDE page 1/1 13 March 2000 ASIC registered agent number 15421 lodging party or agent name FINLAYSONS office, level, building name or PO Box no LEVEL 8 street number & name 81 FLINDERS STREET suburb/city ADELAIDE state/territory SA postcode 5000 telephone (08) 8235 7400 facsimile (08) 8235 2944 ASS. � REQ-A � DX number 152 suburb/city ADELAIDE CASH. � REQ-P � Ref PROC � Australian Securities & Investments Commission form 6021 Notice of compulsory acquisition Corporations Act 2001 661B(1)(a) following takeover bid
To to the person whose name and address are set out overleaf Securities of Nova Energy Limited (ABN 92 111 599 154) (the "Company")
1.[Under an Off Market Bid, offers were made by Toro Energy Limited (ABN 48 117 127 590) in respect of the ] acquisition of ordinary shares in the Company. The offers closed at 5.00pm (Adelaide time) on 26 October 2007.
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You are, or are entitled to be, registered as the holder of securities in respect of which an offer was made, but have not accepted the takeover offer.
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The bidder hereby gives you notice under subsection 661B(1) of the Corporations Act 2001 (“the Act”) that the bidder has become entitled pursuant to subsection 661A(1) of the Act to compulsorily acquire your securities and desires to acquire those securities.
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Under section 661D of the Act, you have the right, by notice in writing given to the bidder within one month after this notice is lodged with ASIC, to ask the bidder for a written statement of the names and addresses of everyone else the bidder has given this notice to.
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Under section 661E of the Act, you have the right, within one month after being given this notice or within 14 days after being given a statement requested under section 661D of the Act (as referred to in paragraph 4 of this notice), whichever is the later, to apply to the Court for an order that the securities not be compulsorily acquired.
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The bidder is entitled and bound to acquire the securities on the terms that applied under the takeover bid immediately before the end of the offer period.
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Unless on application made by you under section 661E within one month after being given this notice (as referred to in paragraph 5 of the notice) or within 14 days after being given a statement under section 661D of the Act (as referred to in paragraph 4 of this notice), whichever is the later, the Court otherwise orders, the bidder must comply with paragraph 6 of this notice.
Signature
print name Donald Stephens capacity Company Secretary sign here Date 5 November 2007
alws S0111692664v1 205574026