Senex Energy Limited is pleased to provide the following update in relation to the proposed acquisition of 100% of the issued shares in Senex by K-A Energy 1 Pty Ltd ("K-A Energy 1"), the subsidiary nominated by POSCO INTERNATIONAL Corporation ("PIC"), by way of a scheme of arrangement (“Scheme”).
The Federal Court of Australia has today made the following orders in relation to the Scheme:
• that Senex convene and hold a meeting of Senex Shareholders to consider and vote on the proposed Scheme (“Scheme Meeting”); and
• approving the distribution of an explanatory statement providing information about the Scheme and the Notice of Scheme Meeting (“Scheme Booklet”) to Senex Shareholders.
The Scheme Meeting, at which Senex Shareholders will vote on the proposed Scheme, is currently expected to be held at 9.00 am AEST (Brisbane) / 10.00am AEDT (Sydney, Melbourne) on Tuesday, 15 March 2022.
The Scheme Booklet has also today been registered with the Australian Securities and Investment Commission (“ASIC”).
A copy of the Scheme Booklet, which includes the Independent Expert's Report and Notice of Scheme Meeting, is attached to this ASX announcement.
The Scheme Booklet provides Senex Shareholders with important information about the Scheme. Senex Shareholders are advised to read the Scheme Booklet carefully in its entirety before making a decision on whether or not to vote in favour of the Scheme.
Independent Expert's Report
The Independent Expert, Lonergan Edwards & Associates Limited, has concluded that the Scheme Consideration is fair and reasonable and therefore in the best interests of Senex Shareholders, in the absence of a superior proposal. The Independent Expert has assessed the value of Senex Shares to be between $4.17 and $4.92 per Senex Share. The Scheme Consideration of $4.60 per Senex Share is within this range.
The Independent Expert’s conclusion should be read in context with the full Independent Expert’s Report, which is Appendix B to the Scheme Booklet.
Recommendation of the Senex Board
The Senex Board unanimously recommends that Senex Shareholders vote in favour of the Scheme at the Scheme Meeting, in the absence of a Superior Proposal and the Independent Expert continuing to conclude that the Scheme is fair and reasonable and in the best interests of Senex Shareholders. Subject to the same qualifications, each Senex Director intends to vote, or procure the voting of, all shares he or she holds or controls at the time of the Scheme Meeting in favour of the Scheme.
Nomination of K-A Energy 1
In accordance with the Scheme Implementation Agreement, PIC has nominated its subsidiary, K-A Energy 1, to acquire the Senex Shares under the Scheme. K-A Energy 1 is owned 50.1% by PIC and 49.9% by Hancock Energy Corporation Pty Ltd, a wholly owned subsidiary of Hancock Prospecting Pty Limited. Refer to Section 9 of the Scheme Booklet for more information about K-A Energy 1.
In addition to the Scheme Consideration, Senex intends to declare an unfranked interim dividend of up to $0.05 per Senex Share in respect of the half year ended 31 December 2021. The payment of this interim dividend is not dependent on the Scheme becoming Effective and is in addition to the $4.60 per Senex Share that Senex Shareholders will receive under the Scheme (if approved). The interim dividend remains subject to the Senex Board's review and determination. Senex's dividend reinvestment plan is not intended to apply to this interim dividend.