Receipt of Non-Binding and Indicative Proposal
Warrego Energy Limited (“Warrego”, ASX:WGO) wishes to advise that it has received a non-binding
indicative offer from Beach Energy Limited (“Beach”, ASX:BPT) under which Beach would acquire all of
the shares in Warrego via a scheme of arrangement (the “Proposal”).
Under the Proposal, Warrego shareholders would receive:
• Cash consideration of $0.20 per share; and
• If Warrego’s Spanish assets are sold, and such sale completes, within 12 months of
implementation of the scheme, additional scheme consideration described below.
The Proposal is subject to several conditions including:
• Confirmatory due diligence;
• Agreement of, and entry into, a binding scheme implementation deed; and
• Recommendation of the Board of Directors of Warrego.
Contingent scheme consideration if a sale of the Spanish Assets is completed within 12 months
As part of the Proposal, Beach would be required to use reasonable endeavours to market and sell the
Spanish assets. If those assets are sold, and such sale is completed, within 12 months following
implementation of the scheme, Beach will be required to pay, as additional consideration for the
Warrego shares transferred under the scheme, the net proceeds of sale of the Spanish assets (net of all
taxes and costs). Any such consideration would be in addition to the cash consideration to be provided
by Beach for Warrego shares under the scheme.
Due Diligence
The Warrego Board considers the Proposal is at a sufficient level to merit further review and has
determined to grant due diligence access to Beach.
Any scheme implementation agreement entered into between the parties would itself be subject to a
number of conditions including Warrego shareholder approval.
Next Steps
The Warrego Board will update shareholders and the market in due course. Shareholders do not need to
take any action in relation to the Proposal at this stage. There is no certainty that the Proposal will result
in a transaction.
Warrego is being advised by RBC Capital Markets and Allens.
Authorised by the Board of Warrego Energy Limited
Warrego Energy Limited (“Warrego”, ASX:WGO) wishes to advise that it has received a non-binding
indicative offer from Beach Energy Limited (“Beach”, ASX:BPT) under which Beach would acquire all of
the shares in Warrego via a scheme of arrangement (the “Proposal”).
Under the Proposal, Warrego shareholders would receive:
• Cash consideration of $0.20 per share; and
• If Warrego’s Spanish assets are sold, and such sale completes, within 12 months of
implementation of the scheme, additional scheme consideration described below.
The Proposal is subject to several conditions including:
• Confirmatory due diligence;
• Agreement of, and entry into, a binding scheme implementation deed; and
• Recommendation of the Board of Directors of Warrego.
Contingent scheme consideration if a sale of the Spanish Assets is completed within 12 months
As part of the Proposal, Beach would be required to use reasonable endeavours to market and sell the
Spanish assets. If those assets are sold, and such sale is completed, within 12 months following
implementation of the scheme, Beach will be required to pay, as additional consideration for the
Warrego shares transferred under the scheme, the net proceeds of sale of the Spanish assets (net of all
taxes and costs). Any such consideration would be in addition to the cash consideration to be provided
by Beach for Warrego shares under the scheme.
Due Diligence
The Warrego Board considers the Proposal is at a sufficient level to merit further review and has
determined to grant due diligence access to Beach.
Any scheme implementation agreement entered into between the parties would itself be subject to a
number of conditions including Warrego shareholder approval.
Next Steps
The Warrego Board will update shareholders and the market in due course. Shareholders do not need to
take any action in relation to the Proposal at this stage. There is no certainty that the Proposal will result
in a transaction.
Warrego is being advised by RBC Capital Markets and Allens.
Authorised by the Board of Warrego Energy Limited
DYOR
i hold BPT ( ‘free-carried’ ) my average buying price is 52.5 cents
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