Amended Tender Offer/rights Offering Notification (cb/a)
August 22 2014 - 3:35PM
Edgar (US Regulatory)
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 Companys Name into English (if applicable))
Australia
(Jurisdiction of Subject Companys 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]
2
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 bidders statement dated 20 June 2014 and supplementary bidders statement dated 20 August 2014 (Bidders 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 Bidders 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