Sundance Shareholders Approve Re-Domiciliation
November 08 2019 - 11:45AM
Sundance Energy Australia Limited (ASX: SEA) (NASDAQ: SNDE) (the
“
Company” or “
Sundance”) is
pleased to announce that Sundance shareholders today voted in favor
of the scheme of arrangement in relation to the Company's proposed
re-domiciliation from Australia to the United States (the
“
Scheme”), under which a newly formed US
corporation (“
Holdco”) will become the ultimate
parent company of the Sundance group of companies following the
implementation of the Scheme.
Voting results of the Scheme
Meeting
The resolution to approve the Scheme as set out
in the Notice of Scheme Meeting (“Scheme
Resolution”) was passed by the requisite majorities of
Sundance shareholders, with:
- 68.11% of Sundance shareholders present and voting at the
Scheme Meeting (in person or by proxy) being in favor of the Scheme
Resolution; and
- 95.27% of the total number of votes cast on the Scheme
Resolution being in favor of the Scheme Resolution.
Timeline
Sundance will seek orders from the Federal Court
of Australia (“Court”) for the approval of the
Scheme at the Second Court Hearing, scheduled for Thursday,
November 14, 2019.
If the Court approves the Scheme, Sundance
expects to lodge the Court orders with the Australian Securities
and Investments Commission (“ASIC”) on the same
date so that the Scheme becomes legally effective on Thursday,
November 14, 2019. If this occurs, it is expected that
Sundance shares and Sundance ADRs will be suspended from trading
with effect from the close of trading on ASX and Nasdaq on
Thursday, November 14, 2019 and Wednesday, November 13, 2019,
respectively.
In accordance with the terms of the Scheme,
Sundance shareholders will receive one share in Holdco for every
100 Sundance shares held by Sundance shareholders on the Scheme
Record Date (currently proposed as 7:00 pm (Sydney time) on
Tuesday, November 19, 2019).
About Sundance Energy Australia
Limited
Sundance Energy Australia Limited (“Sundance” or
the “Company”) is an Australian-based, independent energy
exploration company, with headquarters in Denver, Colorado, USA.
The Company is focused on the acquisition and development of large,
repeatable oil and natural gas resource plays in North America.
Current activities are focused in the Eagle Ford. A
comprehensive overview of the Company can be found on Sundance’s
website at www.sundanceenergy.net
Summary Information
The following disclaimer applies to this
document and any information contained in it. The information in
this release is of general background and does not purport to be
complete. It should be read in conjunction with Sundance’s periodic
and continuous disclosure announcements lodged with ASX Limited
that are available at www.asx.com.au and Sundance’s filings with
the US Securities and Exchange Commission available at
www.sec.gov.
Forward-Looking Statements
This release may contain forward-looking
statements. These statements relate to the Company’s expectations,
beliefs, intentions or strategies regarding the future. These
statements can be identified by the use of words like “anticipate”,
“believe”, “intend”, “estimate”, “expect”, “may”, “plan”,
“project”, “will”, “should”, “seek” and similar words or
expressions containing same.
These forward-looking statements reflect the
Company’s views and assumptions with respect to future events as of
the date of this release and are subject to a variety of
unpredictable risks, uncertainties, and other unknowns. Actual and
future results and trends could differ materially from those set
forth in such statements due to various factors, many of which are
beyond our ability to control or predict. These include, but are
not limited to, risks or uncertainties associated with the
re-domiciliation (including the ability to recognize any benefits
therefrom), the discovery and development of oil and natural gas
reserves, cash flows and liquidity, business and financial
strategy, budget, projections and operating results, oil and
natural gas prices, amount, nature and timing of capital
expenditures, including future development costs, availability and
terms of capital and general economic and business conditions.
Given these uncertainties, no one should place undue reliance on
any forward-looking statements attributable to Sundance, or any of
its affiliates or persons acting on its behalf. Although
every effort has been made to ensure this release sets forth a fair
and accurate view, we do not undertake any obligation to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
Important Notice
This press release does not constitute an offer
to sell, or a solicitation of an offer to buy, securities in the
United States or any other jurisdiction. Any securities described
in this press release have not been registered under the US
Securities Act of 1933, as amended, and may not be offered or sold
in the United States except in transactions exempt from, or not
subject to, registration under the US Securities Act and applicable
US state securities laws.
For more information,
please contact: United
States:John RobertsVP Finance & Investor RelationsTel:
+1 (720) 638-2400Eric McCradyCEO and Managing Director Tel: +1
(303) 543-5703 |
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Australia:Mike HannellChairman Tel: +61 (0)418 834
957 or +61 8 8274 2128 |
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