14 Nov 2019

NZO&G shareholders reject takeover bid

5:16 pm on 14 November 2019

Minority shareholders of New Zealand Oil and Gas have rejected an offer from the company's majority owner to take over the company.

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New Zealand Oil and Gas' minority shareholders have rejected a take over offer from majority shareholder O.G Oil and Gas. Photo: 123RF

Monaco-owned O.G Oil and Gas was seeking the remaining 30 percent stake of the NZX-listed company that it did not already own, and initally offered shareholders 62 cents a share in a scheme of arrangement.

It upped its offer to 74 cents, and company directors recommended minority shareholders accept, but the deal failed to get the required 75 percent approval in a vote at a special meeting in Wellington on Thursday.

Dr Rosalind Archer, the independent director who chaired the commitee assessing the offer, said she was not too disappointed by the outcome.

"I think we wanted to hear from people, we've heard from people so I think the outcome is just a prompt from us to get back in to a full board meeting ASAP and think about what it means for the strategy going forward."

Close to 37 percent of shareholder votes went in favour of the scheme while 63 percent were against.

However, the numbers showed more individual shareholders voted for the scheme to go ahead than voted against.

"We'd offered people a really attractive 49 percent premium on previous trading," said Dr Archer.

"So some people are taking the premium, taking the certainty, other people are clearly sending us this message, we're in it for exploration, we understand that the chances of a frontier exploration well coming through are low, we get that but we're still with you."

Minority shareholders had earlier taken their concerns about some of the information in the offer documentation to the Takeovers Panel, but it decided not to uphold the complaints.

It did ask the company for further explanation about statements related to the potential commercial success of one of its prospects, and around its share price, which the company provided.

"We gave shareholders a great deal of information, we complied with all of our legal requirements," said Dr Archer.

"I don't have any concerns that we did anything at all inappropriate."

Dr Archer said the next steps for the company would be considered by the board and they would include discussions with O.G Oil and Gas, with an update expected at the company's annual meeting next month.