152 Beach Road, #19-03/04 The Gateway East
Singapore 189721
Brisbane (Registered Office) T+61 7 3149 2100 F+61 7 3149 2101Level 9, Waterfront Place, 1 Eagle Street,
Brisbane Qld 4000, Australia
GPO Box 3120, Brisbane Qld 4001,
dartgas.com ASX CODE DTE ABN 21 122 588 505
30 May 2014
UPDATE ON ACQUISITION OF DART ENERGY LIMITED BY IGAS ENERGY PLC
Please find attached for release to the market a Joint Statement from IGas Energy plc and Dart
Energy Limited in relation to the acquisition of Dart Energy Limited by Igas Energy plc.
For and on behalf of the Board
Paul Marshall, Company Secretary
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES AND ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
RIS/ASX Release
Joint Statement from IGas Energy Plc and Dart Energy Limited
30 May 2014
In relation to the recommended acquisition of IGas Energy Plc ("IGas") and Dart Energy Limited ("Dart") as announced on 9 May 2014 by way of Scheme of Arrangement ("Scheme"), the parties are please to confirm that IGas has now finalised its due diligence investigations in respect of Dart and is satisfied with the outcome of that due diligence, such that it has not invoked the due diligence condition. Accordingly, the Scheme is anticipated to proceed in accordance with the timetable as previously announced.
The Scheme remains subject to various other conditions precedent including:
• Australian Foreign Investment Review Board approval;
• ASX, ASIC and other regulatory approvals;
• Third party consents, including under certain of Dart's exploration licences;
• Dart shareholder and Court approval for the Scheme;
• Approval by IGas shareholders for the IGas Directors' authority to allot the Consideration Shares;
• The independent expert appointed by Dart concluding that the Scheme is in the best interests of Dart's shareholders;
• No material adverse change arising in respect of either Dart or IGas; and
• Other customary conditions.
A Scheme Booklet containing information relating to the Scheme, reasons for the Dart Directors' unanimous recommendation, an Independent Expert's Report and details of the Dart shareholder meeting to consider the Scheme is expected to be sent to Dart shareholders during July 2014, with a Dart shareholder meeting to vote on the proposed Scheme expected to be held during August 2014.
The general meeting of the IGas shareholders to approve the IGas Directors' authority to allot the
Consideration Shares is expected to be held in late August 2014.
Subject to the approval of all conditions to the Scheme, it is anticipated that the Scheme will proceed according to the following timetable:
KEY MILESTONE | TARGET DATE |
First Court hearing to convene Scheme Meeting | Mid July 2014 |
Scheme Booklet despatched to Dart Shareholders | Late July 2014 |
Scheme Meeting for Dart Shareholders to vote on the Scheme | Late August 2014 |
Second Court Hearing to approve Scheme | Late August 2014 |
IGas General Meeting | Late August 2014 |
Scheme Implementation Date | September 2014 |
These dates are indicative only and subject to change.
For further information please contact: IGas Energy Plc
Andrew Austin - Chief Executive Officer
Stephen Bowler - Chief Financial Officer
Ann-marie Wilkinson - Head of Communications
Tel: +44 (0)20 7993 9899
Sara Hale Peter Bacchus Alex Grant
Tel: +44 (0)20 7029 8000
Tim Redfern
Henry Fitzgerald-O'Connor
Tel: +44 (0)20 7523 8000
Rupert Trefgarne
Tel: +44 (0)20 3128 8100
John McGoldrick - Chief Executive Officer
Eytan Uliel - Chief Financial Officer
Tel: +65 6 508 9840
Andrew Jones
Tel: +44 (0)203 037 2000
Mark Dempsey
Chase Edgelow
Tel: +61 (0)282 323 333
Peter Reilly
Patrick d'Ancona
Tel: +44 (0)20 7016 9571
Jefferies International Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for IGas and no one else in connection with the Scheme and will not be responsible to anyone other than IGas for providing the protections afforded to clients of Jefferies International Limited nor for providing advice in relation to matters described herein, nor for providing advice in relation to the Scheme or any matter or arrangement referred to herein.
Macquarie Capital (Australia) Limited is acting exclusively for Dart and no one else in connection with the Scheme and will not be responsible to anyone other than Dart in relation to matters described herein, nor for providing advice in relation to the Scheme or any matter or arrangement referred to herein.
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