ANTARES ENERGY LIMITED A.C.N. 009 230 835
Ground Floor, PO Box 690
63 Hay Street West Perth WA 6872
Subiaco WA 6008 www.antaresenergy.com
Antares Energy Limited ("Antares" or "Company") encloses with this announcement a Notice of Resumed Meeting as sent to all Convertible Noteholders ("Noteholders").
The notice relates to the Noteholder meeting originally convened by Antares on 31 March 2016 ("Noteholder Meeting") and adjourned (see the Company's announcement on 1 April 2016) to allow all Noteholders the opportunity to consider and vote on the terms of a proposal to amend Resolution 1 in the Notice of Noteholders Meeting despatched on 4 March 2016 ("Original Notice of Meeting").
The Noteholder Meeting will be resumed and held at 12.00pm (WST) / 2.00pm (EST) on Friday, 29 April 2016 at the Parmelia Hilton Perth, 14 Mill Street, Perth, Western Australia and at the offices of the Trustee's counsel, Baker & McKenzie, at Level 27, AMP Centre, 50 Bridge Street, Sydney, New South Wales ("Resumed Meeting").
For further information please contact: James Cruickshank
Chairman & CEO
+ (61) (0) 488 222 122 or
+ (1) 214 762 2202
ACN 009 230 835
The meeting convened on 31 March 2016 and adjourned by resolution of noteholders will be resumed and held at 12:00pm (WST) / 2.00pm (EST) on Friday, 29 April 2016 at the Parmelia Hilton Perth, 14 Mill Street, Perth, Western Australia and at the offices of the Trustee's counsel, Baker & McKenzie, at Level 27, AMP Centre, 50 Bridge Street, Sydney, New South Wales
ANTARES ENERGY LIMITEDNOTICE IS HEREBY GIVEN that the meeting of Noteholders convened by Antares Energy Limited ("Antares" or "Company") on 31 March 2016 and adjourned by resolution of noteholders ("Noteholder Meeting") to allow all Noteholders the opportunity to consider and vote on the terms of a proposal to amend Resolution 1 in the Notice of Noteholders Meeting despatched on 4 March 2016 ("Original Notice of Meeting") will be resumed and held at 12:00pm (WST) / 2.00pm (EST) on Friday, 29 April 2016 at the Parmelia Hilton Perth, 14 Mill Street, Perth, Western Australia and at the offices of the Trustee's counsel, Baker & McKenzie, at Level 27, AMP Centre, 50 Bridge Street, Sydney, New South Wales for the purpose of:
proposing a new resolution ("Resolution A") (for Noteholders to consider and if thought fit, to pass, with or without amendment), pertaining to certain amendments to 'Resolution 1 - Amendments to Trust Deed' in the Original Notice of Meeting;
providing the opportunity for Noteholders who have not voted, to vote on Resolution A, and Resolution 1 (with or without amendment by Resolution A) and / or Resolution 2 in the Original Notice of Meeting;
providing the opportunity for Noteholders who have voted, but wish to change the way they voted on Resolution 1 and / or Resolution 2 in the Original Notice of Meeting, the ability to do so;
proposing a new resolution ("Resolution 3") pertaining to the waiver of an alleged material breach by Antares pursuant to the Trust Deed, that will only be put to Noteholders to consider and if thought fit, to pass, with or without amendment, if Resolution 1 is passed (with or without amendment by Resolution A); and
proposing a new resolution ("Resolution 4") pertaining to the Trustee's enforcement of the Trust Deed, that will only be put to Noteholders to consider and if thought fit, to pass, with or without amendment, if Resolution 1 is not passed (with or without amendment by Resolution A).
For the purposes of this Notice of Resumed Meeting of Noteholders ("Notice"):
"Noteholders" means the persons whose names are entered in the register maintained by or on behalf of convertible unsecured notes (ASX: AZZG) ("Notes") issued pursuant to the Note Trust Deed dated 19 September 2003, as amended on 31 January 2007, 12 July 2013 and 30 October 2015, ("Trust Deed") between Antares (then named Amity Oil Limited) and Trust Company Limited (then named Trust Company of Australia Limited) ("Trustee"); and
"Event of Default" means the alleged default in the payment of any principal which Antares is bound to pay under the Trust Deed following receipt of certain redemption notices from Noteholders as set out in the notice given by the Trustee to Antares dated 1 April 2016 ("Notice of Default").
The Explanatory Note accompanying and forming part of this Notice describes in more detail the background to the adjournment of the Noteholder Meeting, and the reasons why Resolution A and new Resolutions 3 and 4 are being put to Noteholders.
ITEM OF BUSINESS
To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary resolution:
"That Resolution 1 as set out in the Original Notice of Meeting be amended by altering the existing wording as per item 1 below and including new paragraphs as per items 2 - 5:
including the words "With effect from 30 March 2016" at the start of item 3 in Resolution 1;
amending Condition 20 of the Trust Deed by inserting the following:
"20.4 Appointment of directors
The Issuer shall promptly after receipt of all documents required under this clause, appoint as directors up to four persons nominated for the time being by the Trustee on instruction by the Noteholders, as non-executive directors of the Issuer ("Noteholder Directors"). Appointment by the Issuer of the Noteholder Directors as non-executive directors of the Issuer is subject to:
compliance with all relevant regulations and laws;
receipt by the Issuer of a consent from the Noteholder Directors; and
receipt by the Issuer of a letter of appointment signed by the Noteholder Directors."
inserting the following as Condition 18.5 of schedule 1 to the Trust Deed:
"18.5 Sale of Northern Star and Big Star projects
Upon completion of the sale by the Issuer of its Northern Star and Big Star projects (the "Projects") and receipt by the Issuer of sufficient cleared funds to repay the outstanding interest and Principal Amount of all the Notes ("Completion of Sale"), the Issuer must, within 10 Business Days of such Completion of Sale give notice to the Noteholders and to the Trustee and such notice shall provide details of the next Reset Date which shall be the earlier of 31 March 2017 and the date that is one month after the date on which Completion of Sale occurred."
inserting the following as Condition 20 of schedule 1 to the Trust Deed: "20 Exit Payment
One month following the Completion of Sale, a payment to each Noteholder (which is not a payment of interest or Principal Amount on the Notes) shall be made as follows:
if the Completion of Sale occurs on or before 30 June 2016, such payment shall be equivalent to 10% of the Principal Amount of the Notes held by each Noteholder; and
if the Completion of Sale occurs after 30 June 2016 but on or before 30 September 2016, such payment shall be equivalent to 20% of the Principal Amount of the Notes held by each Noteholder; and
if the Completion of Sale occurs after 30 September 2016 but on or before 31 March 2017, such payment shall be equivalent to 30% of the Principal Amount of the Notes,
provided that such payment shall only be made if the Completion of Sale results in the receipt by the Issuer of sufficient funds to pay such additional amounts (in addition to the repayment of the outstanding interest and Principal Amount of all the Notes)."
paragraph 5 of Resolution 1 will become, as a result of the above referred to amendments, paragraph 8 of Resolution 1, and will read as follows:
"making such other amendments to the Trust Deed as the Trustee in its absolute discretion considers necessary or desirable to give effect to the amendments set out in paragraphs 1, 2, 3, 4, 5, 6, and 7 above effective as of 30 March 2016, and to provide security for Antares' payment obligations to Noteholders under the Trust Deed provided that the deed of amendment to the Trust Deed ("Deed of Amendment") giving effect to the above paragraphs 1 to 7 will include a condition subsequent specifying that the amendments to the Trust Deed under the Deed of Amendment will be null and void if after the execution of the Deed of Amendment the Trustee (on instructions of the Noteholders) and Antares fail to agree and execute security documents by no later than 30 June 2016 to ensure that Antares' payment obligations to Noteholders under the Trust Deed are secured, such
Antares Energy Limited issued this content on 08 April 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 08 April 2016 09:12:27 UTC
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