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    ALD   AU0000088338

AMPOL LIMITED

(ALD)
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Ampol : Notice under s708A of the Corporations Act 2001 (Cth)

12/01/2021 | 05:51pm EST

For personal use only

2 December 2021

Manager

ASX Market Announcements

Australian Securities Exchange

20 Bridge Street

Sydney NSW 2000

Ampol Limited (ASX: ALD)

Ampol Limited ("Ampol") - issue of A$500,000,000 subordinated, unsecured notes ("Subordinated Notes")

Notice under section 708A(12C)(e) of the Corporations Act 2001 (Cth) ("Act") as notionally inserted by ASIC Corporations (Sale Offers: Securities Issued on Conversion of Convertible Notes) Instrument 2016/82 ("Instrument")

  1. Ampol will issue the Subordinated Notes today. Offers of the Subordinated Notes do not require disclosure to investors under Part 6D.2 of the Act.
  2. The Subordinated Notes may, in certain circumstances, convert into ordinary shares of Ampol
    ("Shares"). This notice is a cleansing notice which has been prepared pursuant to the Instrument to enable Shares issued on conversion of the Subordinated Notes to be freely tradable without further disclosure.
  3. The terms and conditions of the Subordinated Notes are described on pages 45 to 96 of the Schedule to this notice. The Schedule has been redacted from its original form to delete certain information provided in connection with the Subordinated Notes in order to comply with Australian legal requirements.
  4. Ampol intends to use the net proceeds of the Subordinated Notes issuance for general corporate purposes and in line with its Capital Allocation Framework, which may include partly funding the acquisition of Z Energy Limited announced on 11 October 2021 (and is subject to Z Energy shareholder and New Zealand regulatory approvals).
  5. If Ampol does not elect to redeem the Subordinated Notes on the First Optional Redemption Date, a Noteholder may at its option request that all (but not some only) of its Subordinated Notes be Converted into Shares in accordance with and subject to Condition 5.2. The Noteholder's Subordinated Notes will then be Converted on the Conversion Date. There are no conditions to Conversion occurring (other than that the Issuer must not have issued a Call Notice to redeem the Subordinated Notes on the First Optional Redemption Date) subject to the Noteholder complying with the notice and information requirements of Condition 5.2 and Condition 6.6 and subject to certain provisions under Condition 6.7 for the issue of the shares to a nominee for sale where a Noteholder is a Foreign Holder or where a FATCA Withholding is required to be made.
  6. On the Conversion Date, the Issuer will allot and issue to each relevant Noteholder Shares equal to the Conversion Number in respect of each Subordinated Note required to be Converted. The Conversion formula contains a variable - the VWAP - which means that it is not possible to determine, at the date of this Supplemental Information Memorandum, the number of Shares that will be issued on any Conversion but is limited to the "Conversion Number". The Conversion

Page 1

For personal use only

Number is 326.99941 Shares per Subordinated Note based on the current VWAP of $30.892. For further detail, refer to the paragraph entitled "Effect on the Issuer of the issue of the Shares when the Subordinated Notes are Converted" in "Additional information - Part B" section of the Supplemental Information Memorandum.

  1. In order to enable Shares issued on Conversion to be sold without disclosure under Part 6D.2 of the Act, Ampol has elected to give this notice (including the Schedule) under section 708A(12C)(e) of the Act as notionally inserted by the Instrument. The Schedule forms part of this notice. See "Additional information - Part B" on pages 126 to 130 of the Schedule in respect of certain information required under the Instrument.
  2. Ampol confirms that:
    1. Subordinated Notes will be issued without disclosure to investors under Part 6D.2 of the Act;
    2. the information (including the Schedule) in this notice remains current as at today's date; and
    3. this notice (including the Schedule) complies with section 708A of the Act, as notionally modified by the Instrument.
  3. Unless otherwise defined, capitalised expressions used in this notice have the meanings given to them in the Schedule.

This notice (including the Schedule) is not a prospectus or other disclosure document under the Act. Subordinated Notes are only intended for wholesale investors.

Authorised for release by: the Board of Ampol Limited

AMPOL LIMITED

INVESTOR CONTACT

MEDIA CONTACT

ACN 004 201 307

FRAN VAN REYK

RICHARD BAKER

HEAD OF INVESTOR RELATIONS

HEAD OF CORPORATE AFFAIRS

29-33 BOURKE ROAD

M +61 419 871 138

M +61 417 375 667

ALEXANDRIA NSW 2015

T +61 2 9250 5000

T +61 2 9250 5369

FRANCES.VANREYK@AMPOL.COM.AU

RICHARD.BAKER@AMPOL.COM.AU

SCHEDULE TO CLEANSING NOTICE - SUPPLEMENTAL INFORMATION MEMORANDUM DATED 29 NOVEMBER 2021

  1. In determining the number of Shares each Noteholder would receive on Conversion, fractions of Shares will be disregarded. In calculating this figure (i.e. the aggregate maximum number of Shares), the fraction on the aggregate number was disregarded, meaning that this figure is slightly higher than the actual number of Shares which would be issued assuming a VWAP of $30.89. The calculation also assumed that accrued and deferred interest would be paid in cash.
  2. The current VWAP was determined on 25 November 2021. The actual VWAP on the date of any Conversion may be higher or lower than this amount.

Page 2

For personal use only

Supplemental Information Memorandum

in respect of the proposed issue of Subordinated Notes under the Medium Term Note Programme of

Ampol Limited (ABN 40 004 201 307)

and guaranteed on a subordinated basis by

Ampol Australia Petroleum Pty Ltd (ABN 17 000 032 128)

Structuring Adviser

Barrenjoey Advisory Pty Limited (ABN 17 636 976 228) (AFSL 521801)

Joint Lead Managers and Dealers

Commonwealth Bank of Australia (ABN 48 123 123 124) MUFG Securities Asia Limited (ABN 80 169 329 453) National Australia Bank Limited (ABN 12 004 044 937) RBC Capital Markets (ABN 86 076 940 880)

29 November 2021

For personal use only

Contents

Table of contents

Important notice

2

Summary of the Subordinated Notes

10

Corporate profile

18

Risk factors

30

Selected financial information

43

Conditions of the Subordinated Notes

45

Form of Subordinated Guarantee Deed Poll

97

Taxation

110

Selling and transfer restrictions

117

Additional information - Part A

125

Additional information - Part B

126

Directory

131

97324080

Contents 1

For personal use only

Important notice

Introduction

The Information Memorandum dated 8 March 2018 (2018 Information Memorandum) relates to the medium term note programme (the Programme) established by Ampol Limited (ABN 40 004 201

  1. (Ampol or the Issuer) for the issue from time to time of medium term notes. The subordinated notes described herein (Subordinated Notes or Notes) are to be issued under the Programme.

This Supplemental Information Memorandum (the Information Memorandum) relates to the Subordinated Notes only and supersedes the 2018 Information Memorandum in relation to the Subordinated Notes. The 2018 Information Memorandum is not relevant for the Subordinated Notes.

The Subordinated Notes will be guaranteed on a subordinated basis by Ampol Australia Petroleum Pty Ltd (ABN 17 000 032 128) (the Guarantor) (together with the Issuer, the Obligors) under a New South Wales law governed Subordinated Guarantee Deed Poll made on 26 November 2021 (the Subordinated Guarantee).

Terms used in this Information Memorandum but not otherwise defined have the meaning given to them in the Conditions (as defined below).

Responsibility for information

The Issuer has authorised the issue of this Information Memorandum and accepts responsibility for it (other than information relating to the names, addresses and other details of Relevant Parties (as defined below) in the section entitled 'Directory' below).

Other than confirming that their respective names, addresses and other details in this Information Memorandum in the Directory are correct as at the Preparation Date (as defined below), none of the Agents (as defined in the section entitled 'Summary of the Programme' below), nor the Dealers appointed in respect of the issue of the Subordinated Notes (nor any director, employee, agent, adviser or affiliate of any such persons) (together the Relevant Parties) has been involved in the preparation of this Information Memorandum or makes any representation or warranty, express or implied, about and assumes no responsibility for the correctness or completeness of, or any errors or omissions in, any information, statement, opinion or forecast contained in this Information Memorandum or in any previous, accompanying or subsequent material or presentation with respect to the Programme, the 2018 Information Memorandum or any Subordinated Notes.

Each Relevant Party accordingly disclaims all and any liability whether arising in tort, contract or otherwise which it might otherwise have in respect of this Information Memorandum, such information incorporated by reference or any such statement. Relevant Parties and advisers named in this Information Memorandum have acted pursuant to the terms of their respective engagements, have not authorised or caused the issue of, and take no responsibility for, this Information Memorandum and do not make, and should not be taken to have verified, any statement or information in this Information Memorandum (other than in respect of their name, address and other details in the Directory).

No offer and confidentiality

This Information Memorandum does not, and is not intended to, constitute and may not be used as an offer or invitation by or on behalf of the Obligors (or any of their respective affiliates) or any Relevant Party to any person to subscribe for, purchase or otherwise deal in any Subordinated Notes.

97324080

page 2

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

Ampol Limited published this content on 01 December 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 December 2021 22:50:05 UTC.


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