WestSide Corporation Limited (ASX:WCL) Secures Funding For Dawson Acquisition Placement And Fully-Underwritten Entitlement Offer To Raise A$64.4 Million
WestSide Corporation Limited (ASX:WCL) Secures Funding For Dawson Acquisition Placement And Fully-Underwritten Entitlement Offer To Raise A$64.4 Million

Brisbane, April 7, 2010 AEST (ABN Newswire) - WestSide Corporation Limited (googlechartASX:WCL) has attracted two new cornerstone investors to underpin a A$64.4(1) million funding package which will cover the acquisition and development of Anglo American's (googlechartLON:AAL) 51 per cent interest in the producing Dawson CSG fields in Queensland's Bowen Basin.

New Hope Corporation Ltd (googlechartASX:NHC) (through its wholly owned subsidiary, Uniford Pty Ltd) and the Infrastructure Capital Group Limited (ICG)-managed Energy Infrastructure Trust (EIT) have both agreed to take share placements of new ordinary WestSide shares, which will raise A$8.1 million and together to underwrite a A$56.31 million 1-for-1 Entitlement Offer of new ordinary shares to existing shareholders.

The funding and underwriting package is expected to result in NHC making a total investment of A$23.3 million for a 19.9 per cent stake in WestSide while EIT is expected to hold at least 13.5 per cent for an outlay of at least A$15.8 million.

Their ultimate ownership interests may vary, depending on the allocation of any shortfall in subscriptions under the Entitlement Offer.

NHC and EIT will be invited to nominate one representative each to join the Board of WestSide Corporation as non-executive directors.

WestSide Chairman and CEO Mr Angus Karoll welcomed the involvement of NHC and EIT which have established track records as long-time investors in the CSG industry through their respective support of sector pioneers Arrow Energy Limited (googlechartASX:AOE) and Queensland Gas Company.

"Their investment in WestSide therefore marks a significant vote of confidence in WestSide's acquisition of Anglo American's stake in the Dawson Seamgas CSG fields and our growth strategy," Mr Karoll said.

"The involvement of NHC and EIT will significantly strengthen our share register while our revamped Board will benefit greatly from their combined experience in the sector."

"The Dawson Seamgas acquisition and participation of NHC and EIT will transform WestSide Corporation into one of Australia's leading, dedicated CSG producers and operators with a substantial gas contract in place and an array of exciting growth opportunities available to pursue," Mr Karoll said.

"We are excited about the opportunity to invest in WestSide Corporation, provide funding for the Dawson Seamgas acquisition and assist in transforming WestSide into the top independent coal seam gas producer in Australia after Arrow Energy," Mr John Clarke, ICG Managing Director, said.

Share Placements

NHC and EIT have agreed to invest approximately A$4.84 million and A$3.23 million respectively through immediate share placements in WestSide at an issue price of 55 cents per share. The subscription price represents a premium of 8 per cent over the 30 day Volume Weighted Average Price (VWAP) of 51 cents as at 1 April 2010. The key terms of the subscription agreements are set out in the Annexure to this announcement.

Entitlement Offer(2)

Eligible WestSide shareholders with a registered address in Australia, New Zealand or Indonesia as at 7pm (AEST) on 19 April 2010 will be entitled to apply for one new share for every share held at the subscription price of 45 cents per share. The offer price of 45 cents equates to an 18 per cent discount to the price paid by NHC and EIT for the share placement and a 12 per cent discount from the 30 day VWAP at 1 April 2010.

NHC and EIT have each agreed to take up 100 per cent of their rights under the Entitlement Offer which will accrue to them through the issue of shares acquired as a result of the share placements and to underwrite the Entitlement Offer by taking up or procuring the take up of any shortfall in subscriptions for rights. The key terms of the underwriting agreement are set out in the Annexure to this announcement.

Eligible shareholders will, if they take up their rights under the Entitlement Offer in full, also have the opportunity to subscribe for additional shares through a shortfall facility. The number of shares available for distribution through the shortfall facility will be limited to the number of rights under the Entitlement Offer not taken up by eligible shareholders at the Closing Date.

NHC and EIT have agreed to apply for such number of additional shares under the shortfall facility which would result in each of them holding approximately 19.9 per cent and 13.5 per cent of WestSide's issued capital, respectively, following the issue.

Accordingly, the shortfall facility shares will be allocated, to the extent available, in the following order:

1. NHC and EIT will be allocated up to 32,190,000 and 22,040,000 of the shortfall shares which will take them to 19.9% and 13.5% of WestSide's issued capital, respectively;

2. Other eligible shareholders who apply for shortfall shares will receive the number of additional shares applied for up to 10,000 shares per application (subject to scale back);

3. Eligible shareholders who apply for a shortfall allocation of greater than 10,000 shares, to the extent not already allocated in 2 above, will receive the balance of their applications (subject to scale back).

Any remaining shortfall will be allocated in accordance with the underwriting obligations of NHC and EIT as follows:

4. Parties nominated to the underwriters by WestSide;

5. EIT, to the extent that its aggregate interest in WestSide's issued capital does not exceed 19.9 per cent; and

6. NHC and EIT, or other investors procured by the underwriters.

WestSide has applied for an ASX Waiver under Listing Rule 10.11 to allow Director Nathan Mitchell to apply for 4,444,444 shortfall shares in addition to the 2,810,669 entitlement shares relating to the shares held by entities related to him.

Option holders whose options have vested, are entitled to participate in the Entitlement Offer upon exercise of their options prior to the Record Date. A notice to this effect will be sent to option holders on 7 April 2010.

An Offer Booklet containing further details of the Entitlement Offer will be released to the ASX and despatched to all shareholders on or before 23 April 2010.
TIMETABLE----------------------------------------------------------------------Event                                                    Date----------------------------------------------------------------------Allotment of Placement shares                    Monday, 12 April 2010----------------------------------------------------------------------"Ex" date - date on which shares begin tradingwithout entitlement to participate in theEntitlement Offer                               Tuesday, 13 April 2010----------------------------------------------------------------------Record Date - date for determining eligibleshareholders entitled to participate in theEntitlement Offer                               7pm (AEST) on Monday,                                                         19 April 2010----------------------------------------------------------------------Opening Date - date on which the EntitlementOffer opens, Offer Booklet is despatched toshareholders and released to ASX                 Friday, 23 April 2010----------------------------------------------------------------------Closing Date - date on which the EntitlementOffer closes at 5pm                                Monday, 10 May 2010----------------------------------------------------------------------Entitlement Offer shares quoted on a deferredsettlement basis                                  Tuesday, 11 May 2010----------------------------------------------------------------------Shortfall Notification Date - WestSide notifiesASX of under subscriptions                       Thursday, 13 May 2010----------------------------------------------------------------------Despatch Date - last day for allotment of theEntitlement Offer shares, deferred settlementtrading ends                                      Tuesday, 18 May 2010----------------------------------------------------------------------Trading Date - Entitlement Offer shares commencetrading                                         Wednesday, 19 May 2010----------------------------------------------------------------------USE OF FUNDS----------------------------------------------------------------------WestSide proposes to use the funds raised as follows:----------------------------------------------------------------------Application/activity                                              $m----------------------------------------------------------------------Acquisition of a 51% interest in the Dawson CSG fields           26.8Development costs to increase field production in 2010 and 2011  30.0Transaction costs                                                 5.6Exploration and appraisal at WestSide's other Bowen Basin andGalilee Basin CSG tenements in 2010*                              2.0Total funds                                                      64.4----------------------------------------------------------------------
* Funds directed from this raising to exploration and appraisal at WestSide's other Bowen Basin and Galilee Basin CSG tenements in 2010 are in addition to costs to be met from WestSide's existing cash reserves of approximately $15 million.

Background

On 4 March 2010, WestSide announced that it would join with Mitsui E&P Australia Pty Ltd ("MEPAU") to acquire the Dawson Seamgas CSG assets in Queensland's Bowen Basin from existing owners Anglo American and Mitsui Moura Investment Pty Ltd.

Under the new joint venture arrangement, WestSide will be the operator and own 51 per cent of the Dawson Seamgas fields (Petroleum Lease 94 and Mining Lease gas rights). The Dawson Seamgas fields near Moura are currently producing approximately 11 Terajoules of gas per day (TJ/day) and comprise a range of CSG assets including a petroleum lease, gas rights under mining leases and gas compression and pipeline infrastructure connected to Queensland's commercial gas network.

The fields have certified(3) Proved (1P) gas reserves of 60 petajoules (PJ), 186 PJ of Proved and Probable (2P) reserves and 334 PJ of Proved, Probable and Possible (3P) reserves.

A number of material conditions precedent to the acquisition are still outstanding and are further detailed in the Investor Presentation lodged with ASX on 7 April 2010.

Other activities

WestSide expects to resume its drilling activities in its Bowen Basin tenements in April following an interruption resulting from seasonal wet weather in the region. In addition to its drilling and seismic programs, the Company continues to pursue its strategy of commercialising known gas assets, identifying and proving up new reserves and seeking new CSG opportunities. This includes investigating opportunities for electricity generation and small-scale LNG production for domestic consumption.

WestSide is also alert for opportunities to gain access to new CSG areas and projects.

About New Hope Corporation

New Hope Corporation Limited is an independent Australian energy company, publicly listed on the Australian Securities Exchange (ASX code: NHC). New Hope has more than 500 employees and over 7,000 shareholders, with Washington H. Soul Pattinson being its major shareholder.

New Hope has open cut mines at Acland on the Darling Downs and at Rosewood near Ipswich. The company focuses on niche marketing of its thermal coal and exports around 80 per cent of coal production to Asia Pacific markets with the remainder being consumed by customers in south-east Queensland.

The company also holds various exploration tenements in central Queensland and on the Darling Downs in southern Queensland. New Hope's investments include a 100 per cent shareholding in Queensland Bulk Handling, a common user coal export terminal at the Port of Brisbane, and significant land holdings around Ipswich and near its mining operations at Acland.

New Hope attributes its growth to innovation, hands-on management, environmental and social responsibility and strong and dynamic relationships with partners. New Hope has been involved in the CSG industry since 2006 holding a 16.7% interest in CSG pioneer, Arrow Energy Ltd.

About Infrastructure Capital Group

ICG is a specialist funds manager and corporate adviser active in the utility and infrastructure sectors, with deep knowledge in the Australian gas and energy markets. Until August 2009, it was known as ANZ Infrastructure Services Ltd (ANZIS) and was 80% owned by Australia and New Zealand Banking Group Ltd after its formation in 2000. ICG is now a privately owned boutique investment management business and has particular specialist capabilities in the analysis and financing of existing assets and development opportunities in energy markets including generation, transmission and distribution. ICG is the manager of EIT and the Diversified Infrastructure Trust (DIT) which owns Sydney's ANZ Stadium and has investments in coal loading infrastructure and other infrastructure asset classes. ICG manages around $1 billion of equity in the infrastructure sector.

About Energy Infrastructure Trust

EIT is a specialist energy infrastructure trust managed by ICG. EIT was formed in February 2003 and held largely by Australian superannuation funds. It has investments in a portfolio of energy and energy related projects included gas fired power stations, gas pipelines, wind farms, coal loading infrastructure, steam generation plants and upstream coal seam gas (including being an early cornerstone shareholder in Queensland Gas Company Ltd).

(1) Assuming current issued capital plus the placements as at the record date of 19 April 2010.

(2) The Entitlement Offer will be conducted in accordance with the nominee process set out in section 615 of the Corporations Act, unless an appropriate ASIC exemption, notification or waiver is obtained.

(3) The reserves estimates appearing in this statement are as at 31 December 2008 and were compiled by Mr Bruce Gunn, an employee of Resource Investment Strategy Consultants P/L (RISC), from information provided by Anglo to WestSide. RISC is independent with respect to Westside. RISC has no pecuniary interest, other than to the extent of the professional fees receivable for the preparation of its report, or other interest in the assets evaluated, that could reasonably be regarded as affecting its ability to give an unbiased view of these assets. Mr Gunn, who is a practising petroleum engineer with over 25 year’s experience, has consented to the inclusion of the reserve information in the form and context in which it appears in this announcement. WestSide has a 51% interest in the reserve numbers listed.

For the complete WestSide Corporation announcement, please click the link below:

http://www.abnnewswire.net/media/en/docs/62565-ASX-WCL-219696.pdf

Contact

WestSide Corporation Ltd
Angus Karoll
Chairman and CEO
Ph: +61-7-3020-0900
www.westsidecorporation.com



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