Federal Court of Australia Approves Sundance’s Re-Domiciliation and Lodgement of Court Orders With ASIC
DENVER, Nov. 13, 2019 (GLOBE NEWSWIRE) — Sundance Energy Australia Limited (ASX: SEA) (NASDAQ: SNDE) (the “Company” or “Sundance”) is pleased to announce that the Federal Court of Australia (“Court“) has today made orders approving the scheme of arrangement in relation to the Company’s proposed re-domiciliation from Australia to the United States (“Scheme“), under which Sundance Energy Inc. (“Holdco“) will become the ultimate parent company of the Sundance group of companies following the implementation of the Scheme.
A copy of the Court’s orders was lodged with the Australian Securities and Investments Commission today and, as a result, the Scheme is now legally effective. Sundance has applied to ASX to suspend quotation and trading of Sundance’s shares, with effect from the close of trading on ASX today. Sundance has, however, been advised by Nasdaq that Sundance’s ADRs will be eligible for trading on Nasdaq until the implementation date (Tuesday, November 26, 2019).Sundance shareholders who hold shares on the record date for the Scheme (7:00pm (Sydney time) on Tuesday, November 19, 2019) will be entitled to receive the Scheme consideration (in accordance with the terms of the Scheme as set out in Section 4.8 of the Scheme Booklet dated October 1, 2019 (“Scheme Booklet“)). The Scheme consideration will be paid to Scheme Shareholders (as defined in the Scheme Booklet) on the implementation date.About Sundance Energy Australia LimitedSundance Energy Australia Limited (“Sundance” or the “Company”) is an Australian-based, independent energy exploration company, with headquarters in Denver, Colorado, USA. The Company is focused on the acquisition and development of large, repeatable oil and natural gas resource plays in North America. Current activities are focused in the Eagle Ford. A comprehensive overview of the Company can be found on Sundance’s website at www.sundanceenergy.netSummary InformationThe following disclaimer applies to this document and any information contained in it. The information in this release is of general background and does not purport to be complete. It should be read in conjunction with Sundance’s periodic and continuous disclosure announcements lodged with ASX Limited that are available at www.asx.com.au and Sundance’s filings with the US Securities and Exchange Commission available at www.sec.gov. Forward-Looking StatementsThis release may contain forward-looking statements. These statements relate to the Company’s expectations, beliefs, intentions or strategies regarding the future. These statements can be identified by the use of words like “anticipate”, “believe”, “intend”, “estimate”, “expect”, “may”, “plan”, “project”, “will”, “should”, “seek” and similar words or expressions containing same.These forward-looking statements reflect the Company’s views and assumptions with respect to future events as of the date of this release and are subject to a variety of unpredictable risks, uncertainties, and other unknowns. Actual and future results and trends could differ materially from those set forth in such statements due to various factors, many of which are beyond our ability to control or predict. These include, but are not limited to, risks or uncertainties associated with the re-domiciliation (including the ability to recognize any benefits therefrom), the discovery and development of oil and natural gas reserves, cash flows and liquidity, business and financial strategy, budget, projections and operating results, oil and natural gas prices, amount, nature and timing of capital expenditures, including future development costs, availability and terms of capital and general economic and business conditions. Given these uncertainties, no one should place undue reliance on any forward-looking statements attributable to Sundance, or any of its affiliates or persons acting on its behalf. Although every effort has been made to ensure this release sets forth a fair and accurate view, we do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.Important NoticeThis press release does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction. Any securities described in this press release have not been registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws.
A copy of the Court’s orders was lodged with the Australian Securities and Investments Commission today and, as a result, the Scheme is now legally effective. Sundance has applied to ASX to suspend quotation and trading of Sundance’s shares, with effect from the close of trading on ASX today. Sundance has, however, been advised by Nasdaq that Sundance’s ADRs will be eligible for trading on Nasdaq until the implementation date (Tuesday, November 26, 2019).Sundance shareholders who hold shares on the record date for the Scheme (7:00pm (Sydney time) on Tuesday, November 19, 2019) will be entitled to receive the Scheme consideration (in accordance with the terms of the Scheme as set out in Section 4.8 of the Scheme Booklet dated October 1, 2019 (“Scheme Booklet“)). The Scheme consideration will be paid to Scheme Shareholders (as defined in the Scheme Booklet) on the implementation date.About Sundance Energy Australia LimitedSundance Energy Australia Limited (“Sundance” or the “Company”) is an Australian-based, independent energy exploration company, with headquarters in Denver, Colorado, USA. The Company is focused on the acquisition and development of large, repeatable oil and natural gas resource plays in North America. Current activities are focused in the Eagle Ford. A comprehensive overview of the Company can be found on Sundance’s website at www.sundanceenergy.netSummary InformationThe following disclaimer applies to this document and any information contained in it. The information in this release is of general background and does not purport to be complete. It should be read in conjunction with Sundance’s periodic and continuous disclosure announcements lodged with ASX Limited that are available at www.asx.com.au and Sundance’s filings with the US Securities and Exchange Commission available at www.sec.gov. Forward-Looking StatementsThis release may contain forward-looking statements. These statements relate to the Company’s expectations, beliefs, intentions or strategies regarding the future. These statements can be identified by the use of words like “anticipate”, “believe”, “intend”, “estimate”, “expect”, “may”, “plan”, “project”, “will”, “should”, “seek” and similar words or expressions containing same.These forward-looking statements reflect the Company’s views and assumptions with respect to future events as of the date of this release and are subject to a variety of unpredictable risks, uncertainties, and other unknowns. Actual and future results and trends could differ materially from those set forth in such statements due to various factors, many of which are beyond our ability to control or predict. These include, but are not limited to, risks or uncertainties associated with the re-domiciliation (including the ability to recognize any benefits therefrom), the discovery and development of oil and natural gas reserves, cash flows and liquidity, business and financial strategy, budget, projections and operating results, oil and natural gas prices, amount, nature and timing of capital expenditures, including future development costs, availability and terms of capital and general economic and business conditions. Given these uncertainties, no one should place undue reliance on any forward-looking statements attributable to Sundance, or any of its affiliates or persons acting on its behalf. Although every effort has been made to ensure this release sets forth a fair and accurate view, we do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.Important NoticeThis press release does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction. Any securities described in this press release have not been registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws.