| 1 |
1. Will you recommend / have you recommended the offer?
|
| 2 |
The Independent Board Committee (IBC) unanimously recommends that securityholders accept the APA Offer (in the absence of a superior offer and subject to an Independent Expert opining that the APA Offer is fair and reasonable). However, the IBC recommends that securityholders do not accept the APA Offer until they have had the opportunity of considering the target statement and whether the independent expert has determined whether the APA Offer is fair and reasonable.
|
| 3 |
2. Who is the Independent Board Committee (IBC)?
|
| 4 |
Owing to the fact that Robert Wright, EPX’s Chairman, was until recently a director of APA Group, the directors determined to form an Independent Board Committee (“IBC”) to consider the APA Offer.
The IBC representatives are Nancy Fox (appointed Chairperson of the IBC) and Rick Coles who will consider all aspects of the APA Offer.
|
| 5 |
3. What is the Target Statement?
|
| 6 |
The Target’s Statement is the formal response by the EPX Directors to the APA Offer, as required by the Corporations Act. This document will be prepared be EPX and contains important information to help you decide whether to accept the APA Offer. The Target Statement will be released to EPX securityholders within 30 days of lodgment of the Bidder Statement (expected 7 March).
|
| 7 |
4. What has been received / proposal?
|
| 8 |
EPX has received an unconditional, all-cash, off-market takeover offer from Australian Pipeline Limited (ABN 99 091 344 704) as responsible entity of Australian Pipeline Trust (ARSN 091 678 778) (“APA”) to acquire all of the securities in EPX that it does not currently own. APA currently holds 6.08% of the securities in EPX.
APA has announced it intends to make an unconditional cash offer of $1.88 per security. In addition, EPX securityholders will be entitled to retain the declared EPX distribution for the March 2016 quarter of 3.25 cents per EPX security if eligible on the distribution record date.
EPX will submit an application to the ASX to amend the record date for eligibility to receive the distribution of 3.25 cents per EPX security from 30 March 2016 to 16 March 2016 to enable securityholders to receive the distribution and accept the APA Offer from the date the APA Offer is expected to open. EPX understands that APA intends to open the APA Offer mid to late March.
Please refer to public documents released by APA on the ASX and their website (www.apa.com.au) in particular the Bidder Statement for more information.
|
| 9 |
5. What does it mean that the offer is unconditional?
|
| 10 |
The APA Offer is not be subject to any defeating conditions. That means that once the APA Offer opens (expected mid to late March), EPX securityholders will have the ability to accept the APA Offer immediately and will be paid the APA Offer Price ($1.88 per security) within 5 business days from receipt of valid acceptance.
However, the IBC recommends that securityholders do not accept the APA Offer until they have had the opportunity of considering the target statement and whether the independent expert has determined whether the APA Offer is fair and reasonable.
|
| 11 |
6. Is the offer fair and reasonable?
|
| 12 |
The IBC will shortly appoint an independent expert to opine on whether the APA Offer is fair and reasonable to securityholders.
|
| 13 |
7. What choices do I have as an EPX securityholder?
|
| 14 |
Each EPX securityholder has the following choices in relation to their securities:
- Accept the APA Offer (refer to APA Bidder Statement)
- Reject the APA Offer (do nothing)
- Sell their EPX securities on market
However, at this time, the IBC recommends that securityholders do not accept the APA Offer until they have had an opportunity of considering the target statement and whether the independent expert has determined whether the APA Offer is fair and reasonable.
|
| 15 |
8. How do I reject the APA Offer?
|
| 16 |
To reject the APA Offer, you should take no action.
|
| 17 |
9. How do I accept the APA Offer?
|
| 18 |
To accept the APA Offer, please refer to the APA Bidder Statement on the APA website (www.apa.com.au).
|
| 19 |
10. What are the consequences of accepting the APA Offer once it is open?
|
| 20 |
If you accept the APA Offer, you will give up your right to sell your EPX securities on market, accept a competing proposal in relation to EPX, or otherwise deal with your EPX securities, except in limited circumstances in which you exercise withdrawal rights that have become available.
It should also be noted that in the event that if you sell your EPX securities on market prior to 16 March 2016 (proposed change to record date), you will not be entitled to the declared EPX distribution for the March 2016 quarter of 3.25 cents per EPX security.
|
| 21 |
11. What does the IBC recommend EPX securityholders do?
|
| 22 |
The IBC unanimously recommends that securityholders accept the APA Offer (in the absence of a superior offer and subject to an Independent Expert opining that the APA Offer is fair and reasonable). However, the IBC recommends that securityholders do not accept the APA Offer until they have had an opportunity of considering the target statement and whether the independent expert has determined whether the APA Offer is fair and reasonable.
|
| 23 |
12. What is the expected timing for a transaction to be completed?
|
| 24 |
On 7 March 2016, APA announced it intends to make an unconditional cash offer of $1.88 per security. In addition, EPX securityholders will be entitled to retain the declared EPX distribution for the March 2016 quarter of 3.25 cents per EPX security if eligible on the distribution record date. EPX understands that APA intends to open the APA Offer mid to late March.
The timing of completion for the transaction will depend on speed of acceptances by EPX securityholders.
The IBC is in the process of reviewing the Bidder Statement and will look to respond to the market via a Target Statement within 30 days of lodgment of the Bidder Statement.
EPX will keep securityholders informed of developments in relation to the APA Offer as appropriate.
|
| 25 |
13. What will IBC do now?
|
| 26 |
The IBC has appointed RBC Capital Markets as financial adviser and Gilbert + Tobin as legal adviser. The IBC will shortly appoint an independent expert to opine on whether the APA Offer is fair and reasonable to securityholders.
The IBC is in the process of reviewing the Bidder Statement and will look to respond to the market via a Target Statement within 30 days. The Target Statement will include the findings of the Independent Expert Report.
EPX will keep securityholders informed of developments in relation to the APA Offer as appropriate.
|
| 27 |
14. Will the IBC be seeking rival bids?
|
| 28 |
The IBC will not be seeking rival bids.
The IBC has unanimously recommended that securityholders accept the APA Offer (in the absence of a superior offer and subject to an Independent Expert opining that the APA Offer is fair and reasonable). The IBC has considered the advice from its advisers (RBC and G+T) in forming their view.
Should any competing offer or proposal emerge in relation to EPX from a third party, the IBC will reconsider their recommendation of the APA Offer and advise EPX securityholders accordingly.
|
| 29 |
15. How are you dealing with any potential conflicts?
|
| 30 |
The Responsible Entity of EPX is APA Ethane Limited and the Fund Manager is APT (MIT) Services Pty Limited, both of which are associated with APA. EPX has implemented appropriate governance and protocols for officers and managers of EPX (as well as those possessing EPX confidential information) to ensure that the interests of EPX securityholders are protected.
|
