Pacific Equity Partners along with Doug Walker, Zenith Managing Director, Hamish Moffat and Zenith Chief Operating Officer, Graham Cooper entered into a scheme implementation deed to acquire Zenith Energy Limited (ASX:ZEN) from a group of shareholders for approximately AUD 150 million on March 6, 2020. As per terms, the shares and 0.08 million target performance rights will be acquired at AUD 1.01 per share in cash. As of July 21, 2020, cash price was increased to AUD 1.05 per share. Doug Walker, Hamish Moffat, Graham Cooper who collectively hold 23% in Zenith Energy Limited, will be able to elect to receive at least 66% of their consideration as scrip consideration with shares in the ultimate holding company of the acquiring entity of Zenith under the Scheme, with the remainder as cash consideration. As of April 7, 2020 board of Zenith Energy Limited declared a Special dividend and Zenith shareholders will receive scheme consideration of AUD 1.01 per Zenith share cash comprising of AUD 0.88 per share cash payable by Elemental and AUD 0.13 per share cash as a special dividend payable by Zenith. On July 29, 2020, Zenit Energy announce to pay Special Dividend of $0.14 per Zenith Share to eligible Zenith Shareholders as part of the total cash consideration of AUD 1.05 per share. As AUD 0.91 per Zenith Share by way of cash payable by Elemental plus $0.14 per Zenith Share by way of Special Dividend payable by Zenith payble if the scheme is approved by Zenith Shareholders and the Court, and the Special Dividend declared on August 14, 2020. Eligible Zenith Shareholders may also be eligible to receive an additional benefit of up to AUD 0.0053 per Zenith Share The payment and amount of the special dividend is at the discretion of Zenith board and will be funded via an unsecured loan from Elemental. The listing of Zenith Energy Limited on the stock exchange will be retained. The agreement includes customary exclusivity provisions and also details circumstances under which a break fee of approximately AUD 1.5 million may be payable by Zenith, depending on the circumstances. The deal is not subject to financing or due diligence but is subject to approval from shareholders of Zenith Energy Limited, Court approval, Foreign Investment Review Board, ASX, ASIC and other standard regulatory approvals. The Board of Directors of Zenith Energy Limited unanimously recommend that Zenith shareholders vote in favor of the transaction in the absence of a superior proposal there being no material adverse change, regulated event or prescribed occurrence, obtaining relevant third party consents and an Independent Expert’s Report concluding that the Scheme is in the best interests of Zenith Shareholders (and not changing or withdrawing the conclusion). Hamish Moffat and Non-Executive Directors, Peter Torre and David Riekie intend to vote all the Zenith shares they hold or control in favor of the Scheme and later on Hamish Moffat will be appointed as director. Doug Walker has entered into an exclusivity deed pursuant to which he has unconditionally agreed to vote all the Zenith shares held or controlled by him in favor of the scheme and will be appointed to the board of Zenith. The deal is expected to be effective in week commencing June 8, 2020. As of May 29, 2020 Zenith’s major shareholder Apex Opportunities Fund Pty Limited joins Elemental's proposed Revised Zenith Scheme preserving the AUD 1.01 per Zenith share in cash. The Scheme Implementation Deed between Zenith Executive Chairman Doug Walker and Elemental has been terminated. Under the Revised Zenith Scheme, Walker, Zenith, Hamish Moffat, and Graham Cooper, and Apex will be able to elect to receive at least 66% of their Revised Zenith Scheme consideration as scrip consideration, with the remainder as cash consideration. Zenith's Directors unanimously recommend the Revised Zenith scheme. Independent Board Committee unanimously recommends that Zenith Shareholders vote in favor of the Scheme in the absence of a Superior Proposal. As of July 13, 2020, majority shareholders of Zenith Energy Limited have voted in favour of the Scheme but a substantial shareholder, representing 22.25% of eligible votes on the General Scheme Resolution has voted against it. Zenith Shareholders are required to lodge their proxies and are entitled to change their proxies up until 10 AM on Wednesday July 29, 2020. Zenith has applied to the ATO requesting a class ruling regarding the income tax implications for Zenith Shareholders of receiving the special dividend, including the ability to attach franking credits to the special dividend. The Supreme Court of Western Australia made orders approving dispatch of the scheme booklet to Zenith shareholders and the convening of two separate meetings of Zenith shareholders to be held electronically to consider and vote on the scheme. The meeting is scheduled on July 31, 2020. As of July 14, 2020, FIRB approved the transaction. The deal is expected to be effective in week commencing August 3, 2020. On July 31, 2020, the shareholders of Zenith Energy approved the transaction. Now Zenith will now apply to the Court for approval of the Scheme at a hearing scheduled for August 6, 2020 and If the Court approves the Scheme, Zenith proposes to lodge the order of the Court with the Australian Securities and Investments Commission on August 7, 2020. As on August 6, 2020, the transaction is approved by the Supreme Court of Western Australia. The transaction is expected to be effective on August 7, 2020. Jannaya James and Andrea De Cain of Grant Thornton Corporate Finance Pty Limited acted as independent expert for Independent Board Committee and concludes that the Scheme is fair and reasonable and hence in the best interests of Zenith shareholders, in the absence of a superior proposal. PricewaterhouseCoopers Corporate Finance acted as financial advisor and Andrew Pascoe and Charles Ashton of Allens acted as legal advisors for Zenith Energy Limited. Highbury Partnership Pty Limited acted as financial advisor and Chris Allen and Michael Gajic of MinterEllison acted as legal advisors for Pacific Equity Partners. Azure Capital Pty Ltd. acted as financial advisor and King & Wood acted as legal advisor to Apex Opportunities Trust. Link Market Services Limited acted as Registrar to Zenit Energy. Pacific Equity Partners and Apex Opportunities Trust completed the acquisition of Zenith Energy Limited (ASX:ZEN) from a group of shareholders on August 21, 2020. As part of the transaction, an application will be made to terminate Zenith's official quotation on the Australian Securities Exchange ('ASX') and removal from the official list of the ASX, effective on August 24, 2020.