Waiver of ASX Listing Rule 7.3.2

 

12 September 2013

 

 

Oilex Ltd (ASX: OEX, AIM: OEX) (Oilex) refers to its announcement of 9 August 2013 (Announcement) in relation to its agreement (Sale Agreement) with Magna Energy Limited (Magna) whereby Oilex has agreed to sell up to a 15% participating interest in the Cambay Production Sharing Contract incorporating its Tight Hydrocarbon Project in Gujarat, India.

 

As outlined in the Announcement, in the event that certain conditions, including the approval of the Government of India have not been satisfied or, where applicable, waived prior to 1 May 2014, the transaction is to be "unwound" and Oilex will, to the extent practicable, convert the initial payments made by Magna to Oilex into shares in Oilex (Unwind Shares).  At Oilex's general meeting to be held on 4 October 2013, shareholder approval will be sought for the issue of the Unwind Shares to Manga, should the transaction need to be unwound.

 

Pursuant to ASX Listing Rule 7.2.3, an entity may only issue shares within three months after the date of the meeting at which their issue is approved. Under the terms of the Sale Agreement, Oilex could be required to issue Magna with the Unwind Shares as late as 10 business days after 1 May 2014 (being 15 May 2014). This will be just over seven months after the date of the meeting.

The Notice of Meeting announced by Oilex on 3 September 2013, stated that Oilex had been granted a waiver of ASX Listing Rule 7.3.2 to the extent necessary to enable it to issue Unwind Shares to Magna no later than 8 months after the date of the Meeting. Oilex wishes to clarify that the waiver has only be granted to the extent necessary to enable it to issue Unwind Shares up to a value of US$4 million to Magna no later than eight months after the date of the meeting. 

Under the terms of the Sale Agreement, Oilex may be required to issue Unwind Shares up to a value of US$6 million to Magna. Oilex may therefore be required to issue Unwind Shares in excess of the US$4 million the subject of the ASX waiver. Oilex is currently in discussions with Magna regarding this potential situation.

The waiver has been granted on the following conditions:

 

1.   The Unwind Shares are issued no later than 8 months from the date of Oilex's meeting to approve the issue of the Unwind Shares.

2.   The Notice of Meeting sets out in detail the terms of the Unwind Shares (including the formula used to determine the number of Unwind Shares to be issued) and the conditions precedent which must be satisfied prior to their issue pursuant to the Sale Agreement.

3.   Any annual report released during a period in which the Unwind Shares are issued or remain to be issued discloses details of the Unwind Shares that have been issued and the number that may still be issued including the conditions precedent which must be satisfied prior to their issue pursuant to the Sale Agreement.

4.   Any half year or quarter during which any of the Unwind Shares have been issued or remain to be issued, Oilex's interim report and quarterly activities statements must include a summary statement of the number of Unwind Shares issued during the period, and the number of Unwind Shares that remain to be issued, and the conditions precedent which must be satisfied prior to their issue pursuant to the Sale Agreement.

5.   Oilex releases the terms of this waiver to the market.

 

 

 

Robert Ierace

Chief Financial Officer and Company Secretary

 

 

For further information, please contact:

Oilex Ltd	+61 (0)8 9485 3200	(Australia)
Ron Miller, Director                                      [email protected]
RFC Ambrian  Limited (Nominated Adviser and AIM Broker)
Samantha Harrison          samatha.harrison@rfcambrian.com	+44 (0) 20 3440 6800	(UK)
Tavistock Communications	+44 (0)207 920 3150	(UK)
Ed Portman                                     [email protected]	+44 (0)7733 363 501	(UK)