UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM CB/A

 

TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM

(Amendment No. 2)

 

 

Securities Act Rule 801 (Rights Offering)

o

 

Securities Act Rule 802 (Exchange Offer)

x

 

Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer)

o

 

Exchange Act Rule 14d-1(c) (Third Party Tender Offer)

o

 

Exchange Act Rule 14e-2(d) (Subject Company Response)

o

 

 

 

 

Filed or submitted in paper if permitted by Regulation S-T Rule 101(b)(8)

o

 

Ambassador Oil and Gas Limited

(Name of Subject Company)

 

Not Applicable

(Translation of Subject Company’s Name into English (if applicable))

 

Australia

(Jurisdiction of Subject Company’s Incorporation or Origin)

 

Magnum Hunter Resources Corporation

(Name of Person(s) Furnishing Form)

 

Ordinary Shares

(Title of Class of Subject Securities)

 

Not Applicable

(CUSIP Number of Class of Securities (if applicable))

 

Not Applicable

(Name, Address (including zip code) and Telephone Number (including area code) of

Person(s) Authorized to Receive Notices and Communications on Behalf of the Subject Company)

 

June 10, 2014

(Date Tender Offer/Rights Offering Commenced)

 

 

 



 

PART I — INFORMATION SENT TO SECURITY HOLDERS

 

Item 1.                                                         Home Jurisdiction Documents.

 

(a)                                 Notice of Variation, dated August 22, 2014, attached hereto as Exhibit 99.1.

 

(b)                                 Not applicable.

 

Item 2.                                                         Informational Legends.

 

Included on Exhibit 99.1.

 

PART II — INFORMATION NOT REQUIRED TO BE SENT TO SECURITY HOLDERS

 

(1)                                 Not applicable.

 

(2)                                 Not applicable.

 

(3)                                 Not applicable.

 

PART III — CONSENT TO SERVICE OF PROCESS

 

(1)                                 Not applicable.

 

(2)                                 Not applicable.

 

[Signature Page Follows]

 

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PART IV — SIGNATURES

 

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

MAGNUM HUNTER RESOURCES CORPORATION

 

 

Date: August 22, 2014

/s/ Frank E. Day

 

Frank E. Day,

 

Vice President and Corporate Counsel

 

3



 

INDEX TO EXHIBITS

 

Exhibit
Number

 

Description

 

99.1

 

Notice of Variation, dated August 22, 2014.

.

 

4




Exhibit 99.1

 

Notice to U.S. Shareholders. The offer described in this document is for the securities of a non-U.S. company. The offer is subject to disclosure requirements of a country that are different from those of the United States. You should be aware that the offeror may purchase securities otherwise than under the offer, such as in open market or privately negotiated purchases

 

Corporations Act 2001 (Cth)

Section 650D(1)

 

Notice of Variation — Extension of Offer

 

To:                                Ambassador Oil and Gas Limited ACN 152 595 429

Australian Securities and Investments Commission

ASX Limited

Each person to whom offers were made under the takeover bid referred to in this Notice

 

Notice of variation - extension of Offer Periods

 

Outback Shale Hunter Pty Ltd ACN 169 963 820 (Outback Shale Hunter) gives notice under section 650D(1) and of the Corporations Act 2001 (Cth) (Corporations Act) that:

 

1.                                     Pursuant to section 650C of the Corporations Act, it varies its takeover offers dated 23 June 2014 (Offers) for all the ordinary shares in Ambassador, that is contained in the bidder’s statement dated 20 June 2014 and supplementary bidder’s statement dated 20 August 2014 (Bidder’s Statement) by extending the period during which the Offers will remain open so that the Offers will now close at 7:00pm (Sydney time) on 5 September 2014 (unless further extended).

 

2.                                     A copy of this notice was lodged with ASIC on 22 August 2014.  ASIC takes no responsibility for the contents of the notice.

 

3.                                     Words defined in the Bidder’s Statement have the same meaning in this notice, unless the context requires otherwise.

 

/s/ Gary C. Evans

 

/s/ Barry J. Casson

 

 

 

Gary C. Evans
Director
Outback Shale Hunter Pty Ltd

 

Barry J. Casson
Director
Outback Shale Hunter Pty Ltd

 

Date:  22 August 2014