Senex Enters into Implementation Agreement with POSCO

Source: www.gulfoilandgas.com 12/13/2021, Location: Not categorized

Key points
• PIC to acquire 100% of Senex shares for a cash offer price of A$4.60 per share, via a scheme of arrangement (“Scheme”)
• Cash offer price represents a 25% premium to the 30-day VWAP1 and a 34% premium to the 90-day VWAP up to 15 October 2021, the trading day prior to the first public announcement of takeover discussions
• In addition, Senex's current intention is to pay a dividend of up to A$0.05 per share for the half year ending 31 December 2021 in the ordinary course, subject to review by the Board at that time
• Senex Board unanimously recommends that shareholders vote in favour of the Scheme (subject to the conditions below)
• Key conditions of the Scheme include Senex shareholder approval and FIRB approval
• If approved, the Scheme is expected to complete in late March 2022

Senex and PIC enter into a binding scheme implementation agreement
Senex Energy Limited has entered into a binding Scheme Implementation Agreement (“SIA”) with POSCO INTERNATIONAL Corporation (“PIC”), whereby PIC will acquire 100% of Senex’s shares for a cash offer price of A$4.60 per share. The SIA is enclosed with this announcement.

In addition to the cash offer price, Senex's current intention is to pay a dividend of up to A$0.05 per share for the half year ending 31 December 2021 in the ordinary course, subject to review by the Board at that time. This dividend will not be conditional on the implementation of the Scheme and remains subject to review by the Senex Board at the time. Senex's dividend reinvestment program will not apply to this interim dividend.

The Senex Board unanimously recommends that shareholders vote in favour of the Scheme, in the absence of a Superior Proposal and the Independent Expert concluding (and continuing to conclude) that the Scheme is fair and reasonable and therefore in the best interests of shareholders. Senex Directors intend to vote all shares they hold or control in favour of the Scheme, subject to these same conditions.

Commenting on today’s announcement Senex Chairman Trevor Bourne said: “Throughout our discussions with PIC, the Senex Board has been focused on maximizing value for our shareholders.

“The offer announced today, which is recommended by the Board, reflects an attractive value for Senex and the opportunity for our shareholders to realize a certain cash price for their shares,” Mr Bourne said.

The Scheme is conditional upon a Senex shareholder approval, Court approval, Foreign Investment Review Board (“FIRB”) approval, Korean foreign exchange approval, completion of the proposed acquisition of natural gas fields PL 209 and PL 445 and other customary conditions for a transaction of this nature.

A Scheme Booklet containing information in relation to the transaction, the reasons for the Senex Board of Directors’ recommendation, an independent expert’s report and details of the Scheme will be sent to Senex shareholders in early 2022. Senex has appointed Lonergan Edwards & Associates as the Independent Expert.

Senex expects a Scheme Meeting to occur in March 2022 and, if approved, the transaction is expected to complete in late March 2022. Senex notes that, whilst PIC has announced its intention that Hancock Energy Corporation will acquire a 49.9% indirect interest in Senex should the Scheme be successful, this is not a condition to the Scheme proceeding.

Senex has appointed Macquarie Capital and Rothschild & Co as financial advisers and Clayton Utz as legal adviser. Senex will continue to keep investors updated on the transaction in line with its continuous disclosure obligations.


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