AWE Limited has received an unsolicited, non-binding, indicative and conditional proposal from China Energy Reserve and Chemical Group Australia Pty Limited, which is a subsidiary of China Energy Reserve and Chemical Group Co., Limited (CERCG), to acquire 100% of the shares in AWE (on a fully diluted basis) at a price of $0.71 cash per share pursuant to either a recommended takeover bid or scheme of arrangement.
AWE understands that CERCG is a Chinese state-owned entity with operations in oil & gas trading, logistics, distribution and supply services located in China.
The Indicative Proposal is subject to a number of conditions, including:
• completion of satisfactory due diligence;
• obtaining Foreign Investment Review Board approval;
• execution of an Implementation Agreement; and
• approval by CERCG’s Board.
The Indicative Proposal includes the acquisition of any shares that are issued by AWE under the recently announced Share Purchase Plan (SPP) that is currently scheduled to close at 5.00pm (Sydney time) on 14 December 2017. Having regard to the existence of the SPP, AWE is disclosing receipt of the Indicative Proposal in advance of the AWE Board having concluded its assessment of the Proposal; however its initial reaction is that the Indicative Proposal is not sufficiently attractive to provide access to due diligence.
AWE said there is no certainty and no guarantee that the Indicative Proposal will result in a transaction.AWE has appointed UBS AG, Australia Branch as financial advisor and Allens as legal advisor.