BG Group made an application to the New Zealand Takeovers Panel for an exemption from rule 6(1) of the New Zealand Takeovers Code in relation to the proposed upstream acquisition of Origin.
BG Group has been notified by the NZTP that the Panel has decided to grant an exemption from any requirement to make an immediate takeover offer for Contact or obtain Contact shareholder approval as a condition of the Origin transaction. It is a condition of that exemption that, if the proposed acquisition of Origin is successful, BG Group make a follow-on offer.
The following would apply to any such follow-on offer:
--The NZTP would require BG Group to make a cash bid for Contact within one month of the offer becoming unconditional;
--That bid would have to be at the value per share attributed to Contact by BG Group in the price payable for Origin shares;
--That value would be verified by a NZTP-approved independent expert; and
--The bid would be on terms and conditions approved by the NZTP. The conditions would also include the approval of the New Zealand Overseas Investment Office ("OIO").
If, at the time of BG Group's successful acquisition of Origin, Origin's shareholding in Contact is 20% or below, then the Code would not apply. If the Code were not applicable, then BG Group would not need to rely on the exemption and would not be obliged to make a follow-on offer.
The Board of BG Group, when fixing the proposed price of A$14.70 for the acquisition of Origin shares, did not attribute any premium to the market price of Contact shares.
BG Group has not yet made any application to the OIO.
On 30 April 2008 BG Group plc made an announcement to the London Stock Exchange and Australian Securities Exchange that it had made a proposal to acquire all of the ordinary shares in Origin Energy Limited, a company listed on the ASX.
Origin owns 51.36% of the ordinary shares in Contact Energy Limited ("Contact"), a company listed on the NZX.
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