Dart Energy Limited Information Memorandum

Transcription

1 Dart Energy Limited Information Memorandum In relation to the application for admission of Dart Energy Limited to the official list of the Australian Securities Exchange

2 Contents Page 1 Purpose of Information Memorandum 1 2 Incorporation of Demerger Scheme Booklet 1 3 ASX 2 4 Disclosure of interests Directors Experts 3 5 Consents 3 6 Capital raising 4 7 Supplementary information 4 8 Financial information and working capital requirements 5 9 Authorisation 6 Appendix 1 - Scheme Booklet Gilbert + Tobin _6_dart energy limited - replacement information memorandum (final) page 1

3 1 Purpose of Information Memorandum This Information Memorandum has been prepared by Dart Energy in connection with its application for: admission to the official list of ASX; and Dart Energy Shares to be granted official quotation on the stock market conducted by the ASX. The Information Memorandum will apply in relation to Dart Energy s application for admission to the official list of the ASX if the Demerger Scheme is approved and implemented. This document is not a prospectus or disclosure document lodged with ASIC under the Corporations Act. This document does not constitute or contain any offer of Dart Energy Shares for subscription or purchase or any invitation to subscribe for or buy Dart Energy Shares. This Information Memorandum is dated 16 July 2010 and replaces in its entirety the Information Memorandum dated 18 June Incorporation of Demerger Scheme Booklet Capitalised terms defined in the Demerger Scheme Booklet prepared by Arrow dated 7 June 2010 (a copy of which is included as Appendix 1 to this Information Memorandum) have the same meaning where used in this Information Memorandum (unless the context otherwise requires). The following parts of the Demerger Scheme Booklet and any supplementary booklets issued in connection with the Demerger Scheme are taken to be included in this Information Memorandum: Important Notices, to the extent that it relates to Dart Energy and the Responsibility for Information statements therein; Chairman s Letter, to the extent that it relates to Dart Energy; Overview, to the extent that it relates to Dart Energy; Demerger Proposal at a glance, to the extent that it relates to Dart Energy; Key dates, to the extent that it relates to Dart Energy; Frequently asked questions, to the extent that it relates to Dart Energy; Section 1 (Summary of the Demerger Proposal), to the extent that it relates to Dart Energy; Section 2 (Advantages and Disadvantages of the Demerger Proposal), to the extent that it relates to Dart Energy; Section 3 (Risks of the Demerger Proposal), to the extent that it relates to Dart Energy; Section 4 (Information on Dart Energy if the Demerger is implemented); Dart Energy Limited page 1

4 Section 5 (Financial Information on Dart Energy after the Demerger); Section 9 (Implementation of Demerger Proposal), to the extent that it relates to Dart Energy; Section 10 (Taxation considerations), to the extent that it relates to Dart Energy; Section 11 (Additional Information); Section 12 (Investigating Accountant s Report), to the extent that it relates to Dart Energy; Section 13 (Glossary); Attachment D (Deed Poll); Attachment E (Summary of material agreements relating to the Demerger); Attachment F (Summary of material agreements relating to Dart Energy); Attachment G (Independent Expert s Report), to the extent that it relates to Dart Energy; and Attachment H (NSAI Competent Person s Report). 3 ASX The persons who have signed this Information Memorandum believe that this Information Memorandum contains all the information which would have been required under section 710 of the Corporations Act if the Information Memorandum were a prospectus in respect of an offering by Dart Energy of the same number of Dart Energy Shares as will be transferred to Scheme Shareholders pursuant to the Demerger Scheme. Neither ASX nor any of its officers take any responsibility for the contents of this Information Memorandum. The fact that ASX may admit Dart Energy to the official list of ASX should not be taken in any way as an indicator of the merits of an investment in Dart Energy. 4 Disclosure of interests 4.1 Directors Other than as set out in this Information Memorandum or in the Demerger Scheme Booklet, no director or proposed director of Dart Energy, or any entity in which the director or proposed director is member or partner, has at the date of this Information Memorandum, or has had within two years before the date of this Information Memorandum, any interest in the promotion of Dart Energy or in any property acquired or proposed to be acquired by Dart Energy and no amounts, whether in cash or securities or otherwise, have been paid or agreed to be paid by any person to any director or proposed director, or to any entity in which a director or proposed director is a member or partner, either to induce them to become, or to qualify them as, a director, or otherwise for services rendered by them or by the entity in connection with the promotion or formation of Dart Energy. Dart Energy Limited page 2

5 4.2 Experts Except as set out in this Information Memorandum or in the Demerger Scheme Booklet, no expert named in this Information Memorandum or entity in which any such expert is a partner or member has any interest in the promotion of Dart Energy or in any property acquired or proposed to be acquired by Dart Energy and no amounts, whether in cash or securities or otherwise, have been paid or agreed to be paid by any person to any such expert or to any entity in which any such expert is a partner or member for services rendered by him or her or the entity in connection with the promotion or formation of Dart Energy. The persons named in the Demerger Scheme Booklet as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of the Demerger Scheme Booklet are Gilbert + Tobin (as legal adviser to Dart Energy), PricewaterhouseCoopers Securities Limited (as the Investigating Accountant), Deloitte Corporate Finance Pty Limited (as the Independent Expert), PricewaterhouseCoopers Securities Limited (as taxation adviser), Link Market Services Limited (as the manager of Arrow s Registry), each of Citigroup Global Markets Australia Pty Limited and UBS AG, Australia Branch (as financial advisors) and Netherland, Sewell and Associates, Inc (as the Technical Expert). Each of them will be entitled to receive professional fees charged in accordance with their normal basis of charging. 5 Consents The following parties have given and have not, before the lodgement of this Information Memorandum with ASX, withdrawn their written consent to be named in the Demerger Scheme Booklet in the form and context in which they are named: Citigroup Global Markets Australia Pty Limited and UBS AG, Australia Branch as financial advisors to Arrow; Link Market Services Limited as the manager of Arrow s Registry; PricewaterhouseCoopers Securities Limited as taxation advisor to Arrow; PricewaterhouseCoopers Securities Limited as financial advisor and investigating accountant to Arrow; and Gilbert + Tobin as legal advisor to Arrow in relation to the Demerger Proposal. The following parties have given and have not, before the lodgement of this Information Memorandum with ASX, withdrawn their written consent to the inclusion of the following information in the Demerger Scheme Booklet in the form and context in which it is included and to all references in the Demerger Scheme Booklet to that information in the form and context in which they appear: The Independent Expert has consented to the inclusion of the Independent Expert s Report in Attachment G to the Demerger Scheme Booklet and to the references to the Independent Expert s Report in the Demerger Scheme Booklet being made in the form and context in which each such reference is included. Netherland, Sewell and Associates, Inc has consented to the inclusion of the Technical Expert s Report in Attachment H to the Demerger Scheme Booklet and to the references to the Technical Expert s Report in the Demerger Dart Energy Limited page 3

6 Scheme Booklet being made in the form and context in which each such reference is included. PricewaterhouseCoopers Securities Limited has consent to the inclusion of the tax report set out in Section 10 of the Demerger Scheme Booklet and to the references to the tax report in the Demerger Scheme Booklet being made in the form and context in which each such reference is included. PricewaterhouseCoopers Securities Limited has consented to the inclusion of the Investigating Accountant s Report in Section 12 of the Demerger Scheme Booklet and to the references to the Investigating Accountant s Report in the Demerger Scheme Booklet being made in the form and context in which each such reference is included. (c) Each person named in paragraphs and above: has not authorised or caused the issue of the Demerger Scheme Booklet; does not make, or purport to make, any statement in the Demerger Scheme Booklet or any statement on which a statement in the Demerger Scheme Booklet is based other than a statement included in the Demerger Scheme Booklet with the consent of that person; and to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of the Demerger Scheme Booklet, other than a reference to its name and any statement or report which has been included in the Demerger Scheme Booklet with the consent of that person. 6 Capital raising Dart Energy has not issued any equity capital for the 3 months before the date of issue of this Information Memorandum. Dart Energy will not need to raise any equity capital in the 3 months after the date of issue of this Information Memorandum, except that, as contemplated in the Demerger Scheme Booklet, Dart Energy may raise equity capital under the Placement which may be conducted at the time of listing and which is described in the Demerger Scheme Booklet. 7 Supplementary information Dart Energy and / or Arrow will issue a supplementary Information Memorandum if either of them becomes aware of any of the following between the date of this Information Memorandum and the date the Dart Energy Shares are quoted on ASX: a material statement in this Information Memorandum is misleading or deceptive; a material omission from this Information Memorandum; a significant change affecting a matter included in this Information Memorandum; or a significant new matter has arisen and it would have been required to be included in this Information Memorandum if it had arisen before the date of this Information Memorandum. Dart Energy Limited page 4

7 8 Financial information and working capital requirements Section 5 of the Demerger Scheme Booklet sets out: summary pro forma historical income statements for Dart Energy the nine months ended 31 March 2010 and the financial year ended 30 June 2009; summary pro forma historical cash flows for Dart Energy the nine months ended 31 March 2010 and the financial year ended 30 June 2009; and a pro forma balance sheet for Dart Energy as at 31 March (c) Section 4.4 of the Demerger Scheme Booklet summarises Dart Energy s funding strategy, including forecast expenditure and sources and uses of cash. The Dart Energy Directors believe that there is enough working capital to carry out Dart Energy s stated objectives. The Dart Energy Directors believe that this is the case whether or not the Capital Raising proceeds. Dart Energy Limited page 5

8 9 Authorisation Signed by each director of Dart Energy or a person authorised by them in writing to sign this Information Memorandum on their behalf: Nicholas Davies, Director Stephen Bizzell, Director Shaun Scott, Director Simon Potter, Director Dated: 16 July 2010 Dart Energy Limited page 6

9 Appendix 1 Demerger Scheme Booklet Dart Energy Appendix 1