Takeovers Panel requests clarification on NZOG offer

NZOG's independent directors reiterated their recommendation that shareholders accept OGOG's offer. Photo / 123RF

New Zealand Oil & Gas has clarified two items in its proposed scheme of arrangement with major shareholder Ofer Global after intervention by the Takeovers Panel.

The panel, responding to several complaints by investors, didn't consider comments on the proposal by the company's advisors, or its independent directors, were misleading or deceptive.

But it did request clarification from the company on two matters: an estimated 5 per cent chance of the Ironbark prospect off north-west Australia being commercially developed, and a comment from Rosalind Archer, chair of the independent directors, that investors initially appeared to have attributed little or no value to the 15 per cent stake the firm had acquired in the venture.

"The majority of complaints appear to relate to matters of opinion where different views might honestly and reasonably be held," the panel said in a statement on NZX.

"The panel does not intend to take further action at this stage. The panel will, however, consider any further complaints which are made."

NZOG shares rose 0.7 per cent to 72.5 cents – 1.5 cents shy of the revised offer Ofer's oil and gas business has made for the 30 per cent of NZOG it doesn't already own. Shareholders will vote on the proposal on November 14.

OG Oil & Gas had initially offered 62 cents a share for the Wellington-based explorer – a price roughly in line with the 78 cents it paid for most of its stake in 2017, after allowing for dividends paid since then, improved production from the Kupe gas field, acquisition of the Ironbark stake, the failed Kohatukai well late last year and the write-down of the firm's Kisaran interests in Indonesia.

But shareholders pushed back hard on the offer, which was at the bottom of the valuation range and was described by independent advisor Northington Partners as "reasonable but not overly compelling".

On October 8 OGOG raised its offer to 74 cents and declared it last and final.

Today, NZOG's independent directors reiterated their recommendation that shareholders accept the offer, noting that they didn't believe there were any issues with the quality or accuracy of the advice provided in the scheme booklet.

At the Takeover Panel's request, they noted that the 5 per cent odds given on Ironbark being commercially development was an assessment by Northington, based on earlier work by SRK Consulting.

The share price slide in the eight months through June that Archer had referred to, after NZOG acquired its stake in the BP-led Ironbark venture, may also have been influenced by a fall in crude oil prices and the failure of the onshore Kohatukai drilling in Taranaki, they said.

"We continue to believe that the anticipated Ironbark drilling costs contributed to the reduction of the company's share price from late 2018 until the announcement of the scheme - that is, from 62 cents per share to around 50 cents."

Melbourne-based Cue Energy Resources, half-owned by NZOG, also has a direct 21.5 per cent stake in Ironbark.