Samson Oil & Gas Limited Non Renounceable Rights Offer: Closing Date
May 23 2013 - 8:00PM
Business Wire
Samson Oil & Gas Limited (“Samson” or “the Company”) (ASX:
SSN) (NYSE MKT: SSN) advises that the closing date, being the last
day for acceptances and payments for the current non renounceable
rights offer, for holders of American Depositary Shares in the USA
will occur at 5.00 pm New York time on Friday, May 24, 2013 and,
for holders of ordinary shares traded on the ASX in Australia, will
occur at 5.00 pm Perth time on Friday, May 31, 2013.
The final combined US and Australian timetable follows:
Event Date Date
Australian market
USA market
Announcement of Offer
22 March 2013
22 March 2013
Record Date to determine entitlements to
New Shares and New Options (Rights)
8 April 2013
8 April 2013
Prospectus and Entitlement and Acceptance
Forms dispatched
9 April 2013
9 April 2013
Last day for acceptance and payment
(Closing Date)
31 May 2013
24 May 2013
New Shares and New Options quoted on ASX
on deferred settlement basis
3 June 2013
3 June 2013
Issue of New Shares / New Options and
dispatch of holding statements
11 June 2013
11 June 2013
Trading in New Shares commences*
12 June 2013
12 June 2013
Trading in New Options commences*
12 June 2013
Not listed
* Anticipated.
How to Subscribe
For ADS holders, subscriptions and full payment of the ADS
deposit amount must be received by the rights agent, The Bank of
New York Mellon (“BNY Mellon”), by 5:00 p.m. New York City time on
May 24, 2013.
For ordinary shareholders, subscriptions and full payment of the
ordinary shares subscription amount must be received by the
Company’s share registry, Security Transfer Registrars Pty Ltd by
5:00 p.m. Perth time on May 31, 2013.
American Depositary Shares. DTC participants (such as a
bank or stock brokerage firm) and registered holders of ADSs (i.e.,
those holding ADSs directly with BNY Mellon rather than through DTC
or a stock brokerage firm) who wish to participate in the Rights
Offer should immediately contact the rights agent to exercise their
rights. Such exercise will require payment of the deposit amount
and completion of the ADS Subscription & Oversubscription Form
for Registered ADS Holders attached as Appendix A to Samson’s April
3, 2013, Prospectus Supplement filed with the SEC. A copy of the
Prospectus Supplement and the Form are available from the rights
agent, BNY Mellon, or by calling the information agent, Georgeson,
Inc. at 800-2223-2064 (banks and broker-dealers) or 800-213-0473
(retail investors). The Prospectus Supplement and the Form are also
available at www.sec.gov/edgar/searchedgar/webusers.htm.
Retail investors wishing to participate in the Rights Offering
who are beneficial owners of ADSs held of record by DTC, a stock
brokerage firm or other financial intermediary should immediately
contact their financial intermediaries to arrange for the exercise
of the rights and payment of the deposit amount. Beneficial owners
are urged to consult their financial intermediary without delay to
ensure the effective exercise of the rights.
Ordinary Shares. The ordinary shareholder subscription
form is also attached to the April 3, 2013, Prospectus Supplement
filed with the SEC as Appendix B. The Prospectus Supplement,
including all forms and appendices thereto, is available at
www.sec.gov/edgar/searchedgar/webusers.htm. Ordinary shareholders
may also contact the Company's share registry, Security Transfer
Registrars, 770 Canning Highway, Applecross, Western Australia
6153, telephone +618 9315 2333.
Pricing The Offering has been priced in Australian
currency and, as a consequence of the recent weakening of the
Australian Dollar, the 2.5 Australian cents issue price for
Ordinary Shares translates to a ADS price (representing 20 Ordinary
Shares) of US$ 48 cents based on the exchange rate of 0.9612
published by the Reserve Bank of Australia (RBA) on May 23rd. The
actual ADS price will be determined by the exchange rate published
by the RBA on June 10, 2013.
For and on behalf of the Board
SAMSON OIL & GAS LIMITED
DENIS RAKICH
Company Secretary
This announcement does not constitute an offer to sell or the
solicitation of an offer to buy any of Samson’s securities, nor
shall there be any offer or sale of such securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful without registration or qualification under the securities
laws of the jurisdiction. While Samson has filed a registration
statement with the U.S. Securities and Exchange Commission relating
to a proposed Rights Offering to its shareholders, that offering
will be made only by means of a prospectus. The U.S. prospectus and
prospectus supplement for the Rights Offering are available at
www.sec.gov/edgar/searchedgar/webusers.htm. The Australian
prospectus is available at www.asx.com.au. A copy of the U.S.
prospectus and prospectus supplement may be obtained from the
information agent, Georgeson Inc. at (800)-213-0473.
Statements made herein that are not historical facts may be
forward looking statements, including but not limited to statements
using words like “may”, “believe”, “intend”, “expect”,
“anticipate”, “should” or “will.”
Future events may differ materially from those projected in any
forward-looking statement. There are a number of important factors
that could cause actual events to differ materially from those
anticipated or estimated by any forward looking information.
A description of the risks and uncertainties that are generally
attendant to Samson and its industry, as well as other factors that
could affect Samson’s financial results, are included in the
Company's report to the U.S. Securities and Exchange Commission on
Form 10-K, a copy of which is available at
www.sec.gov/edgar/searchedgar/webusers.htm.
Samson’s ordinary shares are traded on the Australian Securities
Exchange under the symbol "SSN". Samson's ADSs are traded on the
New York Stock Exchange MKT under the symbol "SSN". Each ADS
represents 20 fully paid ordinary shares. Samson has a total of
2,813 million ordinary shares issued and outstanding, which would
be the equivalent of 141 million ADSs. Accordingly, based on the
NYSE MKT closing price of US$0.49 per ADS on May 23rd, 2013, the
Company has a current market capitalization of approximately US$69
million. Correspondingly, based on the ASX closing price of A$0.024
on May 23rd, 2013, the Company has a current market capitalization
of A$67.5 million.
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