Tamboran announces intention to re-domicile to the U.S.
Sydney, Oct 12, 2023 AEST (ABN Newswire) - Tamboran Resources Limited (
ASX:TBN) (TBNNY:OTCMKTS) has made the decision to re-domicile the Company and its subsidiaries ("Tamboran Group") from Australia to the United States of America by way of a proposed scheme of arrangement with its shareholders ("Tamboran Shareholders") under Part 5.1 of the Corporations Act 2001 (Cth) (the "Scheme").
Effect of the Scheme
If the Scheme becomes effective:
- all ordinary shares in Tamboran ("Tamboran Shares") will be transferred to a newly formed corporation in the State of Delaware ("Tamboran US HoldCo");
- Tamboran US HoldCo will become the new parent company of Tamboran Group and will retain the Company's listing on ASX via CHESS depositary interests ("CDIs");
- the Company will de-list from ASX and become a wholly owned subsidiary of Tamboran US HoldCo;
- in consideration for the transfer of the Tamboran Shares to Tamboran US HoldCo, Tamboran Shareholders will receive one CDI in Tamboran US HoldCo (conferring an interest in 1/200th of a share of common stock in Tamboran US HoldCo) ("Tamboran US HoldCo CDIs") for each Tamboran Share held on the record date for the Scheme, which will continue to be traded on ASX under the code "TBN";
- Tamboran Shareholders will retain an equivalent proportional economic interest in Tamboran US HoldCo as they previously held in the Company, subject to the sale facility aspect of the Scheme dealing with the interests of ineligible foreign holders; and
- the operations, management and strategy of Tamboran Group will remain unchanged.
Rationale for the Scheme
The Company's Board of Directors believes that the Scheme will best position Tamboran Group for the next phase of its growth as Tamboran seeks to accelerate the commercialisation of the Beetaloo Subbasin, including by:
- better positioning Tamboran Group in a deeper capital market in the United States where shale investors are more active. This is expected to allow existing Tamboran Shareholders to benefit from the anticipated growth and more clearly evaluate the performance and future prospects of Tamboran Group, whilst maintaining a listing on ASX;
- providing access to a broader US investor pool, which is more familiar with shale developments, than were previously unable or unlikely to invest in non-US securities. This may lead to a better reflection of valuation for Tamboran US HoldCo over time and improve liquidity in the trading of the Company's shares;
- improving access to lower-cost US debt and equity capital markets, which are larger and more diverse than Australian capital markets. This could enable Tamboran to fund future growth at a lower cost and with less dilution to existing shareholders; and
- simplifying Tamboran Group's corporate structure for potential future merger, sale or acquisition transactions, which may increase Tamboran Group's attractiveness as a potential target to strategic and merger partners, sellers or acquirers.
Board Recommendation
The Company's Board of Directors unanimously recommends that Tamboran Shareholders vote in favour of the Scheme. Each member of the Board intends to vote all the GetSwift Shares held or controlled by them in favour of the Scheme.
The Board recommendation and voting intentions as set out above are subject to no superior proposal emerging and an independent expert concluding (and continuing to conclude) that the Scheme is in the best interests of Tamboran shareholders.
Independent Expert's Report
The Company has appointed an independent expert, BDO Corporate Finance (WA) Pty Ltd ("BDO"), to determine whether the Scheme is in the best interests of Tamboran Shareholders. BDO's report will be included in a Scheme Booklet, which is expected to be distributed to Tamboran Shareholders around late October 2023, subject to completion of the initial regulatory approval process.
Details of the Scheme
In connection with the Scheme, the Company has entered into a Scheme Implementation Deed with Tamboran US HoldCo ("SID"), under which the parties have agreed to implement the Scheme subject to the satisfaction of several customary conditions, including:
- Tamboran Shareholders approving the Scheme by the requisite majorities;
- the Independent Expert concluding that the Scheme is in the best interests of Tamboran Shareholders;
- the Federal Court of Australia approving the Scheme; and
- other necessary regulatory approvals (including ASX).
The full details of the conditions to, and other terms of, the Scheme are set out in the Scheme Implementation Deed, a copy of which is attached to this announcement*.
*To view the Implementation Deed, please visit:
https://abnnewswire.net/lnk/664IZA90
About Tamboran Resources Corporation
Tamboran Resources Corporation (ASX:TBN) is a natural gas company that intends to play a constructive role in the global energy transition towards a lower carbon future by developing low CO2 unconventional natural gas resources in the Beetaloo Sub-basin within the Greater McArthur Basin in the Northern Territory of Australia. Tamboran's key assets are a 25% working interest in EP 161 and a 100% working interest in EP 136, EP 143 and EP(A) 197 which are located in the Beetaloo Sub-basin.
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