WestSide announces A$25.4 million 2 for 5 capital raising
Sydney, Mar 8, 2012 AEST (ABN Newswire) - WestSide announces 2-for-5 Entitlement Offer to raise A$25.4 million
Not for release or distribution in the United States
WestSide Corporation Limited (
ASX:WCL) today announces a 2-for-5 pro rata entitlement offer to shareholders at A$0.25 per new share to raise approximately A$25.4 million for working capital to meet its near-term growth aspirations across its various operations in Queensland ("Offer").
WestSide requires the funds to undertake the next stage of work at the Meridian SeamGas gas fields in Queensland's Bowen Basin. This work will be directed at maintaining and increasing gas production to supply existing and future customers. Some of the proceeds of the Offer will be invested in a field development feasibility study required for a Final Investment Decision to support possible new gas sales agreements. A portion of the proceeds will also be used to fund WestSide's joint venture share of exploration programs within its Bowen and Galilee Basin tenements.
WestSide's Executive Chairman Mr Angus Karoll said the WestSide Board believed the Offer represented an opportunity for existing investors to participate in.
WestSide's growth through the further development of the Meridian SeamGas business and the Company's exploration assets.
Preparations for the capital raising were initiated well before WestSide received the indicative, conditional, non-binding and confidential takeover proposal from Liquefied Natural Gas Limited ("LNG Limited") which the Company announced on 13 February 2012 ("Indicative Proposal").
As there is no certainty that the Indicative Proposal will result in a binding takeover offer or reach any conclusion in a desirable timeframe, the WestSide Board has formed the view that WestSide must proceed with this capital raising in order to continue its planned production, development and exploration programs. The WestSide Board considers that any delay to these programs could hamper WestSide's preparations to secure new gas sale contracts and ultimately be detrimental to shareholders.
The Offer is fully underwritten by RBS Morgans Corporate Limited. The key terms of the underwriting agreement are summarised in the annexure to this announcement.
ASX has granted a waiver of ASX Listing Rule 7.9 to the extent necessary to permit WestSide, without obtaining prior shareholder approval, to issue any shortfall from the Offer to shareholders who apply for additional shares under a top up facility or to any underwriter or sub-underwriter of the Offer. The grant of this waiver was conditional on WestSide providing written confirmation to ASX that LNG Limited does not object to the issue of the shortfall shares. WestSide has provided written confirmation of this to ASX.
Offer
The Offer will give existing eligible WestSide shareholders the opportunity to acquire 2 new fully paid ordinary WestSide shares for every 5 existing WestSide ordinary shares held at 7.00pm AEDT on Monday 19 March 2012 ("Record Date") at the issue price of A$0.25 per New Share. Eligible shareholders are those shareholders at the Record Date with a registered address in Australia, New Zealand or Indonesia.
The Offer price of A$0.25 represents a discount of approximately 47.9% to the closing price of WestSide shares on 5 March 2012 (the last trading day for WestSide shares before the Offer was announced) and a 47.5% discount to the 5 day VWAP up to market close on 5 March 2012. It also represents a discount of 39.7% to the theoretical ex-rights price based on WestSide's closing price on 5 March 2012.
The Offer price of 25 cents per share is a 61.5% discount to the price of A$0.65 per share referred to in the Indicative Proposal.
The WestSide Board has not formed a view, at this stage, as to the merits of the Indicative Proposal and there is no guarantee that a binding takeover offer will be received. The WestSide Board has attempted to set a price for the Offer which will be attractive to shareholders taking into account the uncertainty associated with the Indicative Proposal. The 25 cent Offer price represents a 26.5% discount to the closing price of A$0.34 on 10 February 2012 (the last day the shares traded on the ASX before the Indicative Proposal was announced on 13 February 2012) and a 19.9% discount to the 5 day VWAP up to market close on 10 February 2012.
The Offer is non-renounceable, which means that rights may not be traded or otherwise transferred if shareholders do not wish to take up some or all of the new shares to which they are entitled.
As an indication of the level of support for WestSide and its prospects, shareholders New Hope Corporation Limited (through its wholly owned subsidiary Uniford Pty Ltd) ("NHC"), ANZ Specialist Asset Management Limited in its capacity as trustee and responsible entity for the Energy Infrastructure Trust ("EIT")(See Note 1) and Nathan Mitchell (See Note 2), who hold in aggregate 35% of the Company's issued capital, have indicated they will take up 100% of their entitlements under the Offer. In addition, NHC has agreed to sub-underwrite part of the Offer.
Shareholders who take up their full entitlement will be able to apply for additional shares at the same issue price under a top up facility.(See Note 3)
New shares issued under the Offer will rank equally with existing fully paid ordinary shares on issue.
Dates and times are indicative only and subject to change without notice.
An Offer Booklet containing further details of the Offer will be released to the ASX, posted on WestSide's website and despatched to all shareholders on or before 22 March 2012.
1 Shares are held by EIT's nominee, JP Morgan Nominees Australia Limited (Cash Income A/C).
2 Shares are held by Mr Nathan Mitchell or entities associated with him.
3 There is no guarantee of the number of new shares (if any) that will be available to shareholders under the top up facility, in addition to their entitlement under the Offer.
For the full release including Timetable, please visit:
http://media.abnnewswire.net/media/en/docs/ASX-WCL-240329.pdf
Contact
WestSide Corporation Limited
T: +61-7-3020-0900
F: +61-7-3020-0999
WWW: www.westsidecorporation.com
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