Bass Oil - Share Purchase Plan
Bass Oil Limited Share Purchase Plan
Not for release to US wire services or distribution in the United States
23 April 2024
Dear Shareholder
OFFER TO PARTICIPATE IN SHARE PURCHASE PLAN
The Directors of Bass Oil Limited (ASX: BAS) (Bass or the Company) are pleased to offer you the
opportunity to participate in the Bass Oil Limited Share Purchase Plan (SPP).
Under the SPP, the Company offers eligible shareholders who were registered holders of fully paid
ordinary shares (Shares) in the Company as at 7:00pm (AEDT) on Thursday, 18 April 2024 (Record
Date), and whose registered address is in Australia or New Zealand, the opportunity to apply for parcels
of new Shares (New Shares) in Bass of up to A$30,000 without paying brokerage or other transaction
costs.
The offer price for the New Shares is A$0.07 per share. The issue price represents a 9.1% discount to
the last traded price of Bass shares on Tuesday, 16 April 2024 of A$0.077, and a 15.2% discount to the
volume weighted average market price of Bass shares calculated over the last 5 days on which sales in
the Shares were recorded before the day on which the SPP was announced.
The SPP is not underwritten. Bass is targeting to raise up to A$2.0 million (before costs) under the SPP
and, depending on demand, may scale back applications or (to the extent permitted by the ASX Listing
Rules) raise a higher amount, at its absolute discretion.
Funds raised under the SPP are intended to be used for accelerated growth in the Cooper Basin through:
•
•
•
Studies of the PEL 182 Deep Coal Seam Gas Play
Kiwi -1 Extended Production Test; and
Other high-value oil development opportunities.
Proceeds will also be used for general working capital purposes (including transaction costs).
If Bass does not raise the full amount targeted under the SPP, Bass intends to apply the gross proceeds
received firstly towards meeting the costs of the SPP, and then towards the above items to the extent
possible.
The SPP will open on Tuesday, 23 April 2024 and will remain open until 5:00pm (AEDT) on Friday, 10
May 2024. As soon as practicable (and in any event no later than 5 business days) after the close of
the SPP, Bass will make an ASX announcement as to the outcome of the SPP and the number of New
Shares to be issued.
The offer of New Shares is made under an SPP Offer Booklet. To apply for a parcel of New Shares,
please follow the instructions set out in the SPP Offer Booklet and on the Application Form.
These documents are important and should be read thoroughly in conjunction with the publicly available
information relating to Bass. If you are unsure about whether to participate, please contact your
professional adviser. If you require further information, please contact the Company Secretary, at
robyn.hamilton@bassoil.com.au or on +61 3 9927 3000.
On behalf of the Board, I encourage you to consider this opportunity to increase your investment in
Bass.
Yours sincerely
Hector Gordon
Chairman
Bass Limited
Page 2
Key Dates*
Date (and time if relevant)
7:00pm AEDT Thursday, 18
April 2024
Tuesday, 23 April 2024
5:00pm AEDT Friday, 10 May
2024
Wednesday, 15 May 2024
Friday, 17 May 2024
Monday, 20 May 2024
Monday, 20 May 2024
Tuesday, 21 May 2024
Event
Record Date
The date and time at which Bass determines who is eligible to
participate in the SPP.
Opening Date
Applications will be processed following this date.
Closing Date
Application monies must be received by this time and date.
Announcement of Results
Issue Date
The date on which the New Shares are expected to be issued and any
scale back of the New Shares is announced.
Quotation Date
New Shares are quoted on ASX.
Trading Date
The date on which the New Shares are expected to begin trading.
Despatch Date
Transaction confirmations / holding statements will be sent to
shareholders on or around this date.
* Bass may change any of the Key Dates at its discretion (even if the offer has opened or applications
have been received).
Instructions
The SPP opens on Tuesday, 23 April 2024 and under the offer you may only apply for a parcel of New
Shares as set out in the table below. Fractional entitlements to New Shares will be rounded up to the
nearest whole share.
Application options
A$2,500 of New Shares
A$5,000 of New Shares
A$7,500 of New Shares
A$10,000 of New Shares
A$15,000 of New Shares
A$20,000 of New Shares
A$25,000 of New Shares
A$30,000 (maximum) of New Shares
Details of the offer and how to participate are set out in this document. This document and the
Application Form are accessible at www.bassoil.com.au.
If you are unable to access the website online you can request a copy of the SPP Offer Booklet and the
personalised Application Form to be posted or emailed to you by contacting the Company Secretary, at
robyn.hamilton@bassoil.com.au or on +61 3 9927 3000.
Page 3
To apply and pay for your New Shares, you must make a payment by BPAY®1 in accordance with the
instructions on your personalised Application Form. There is no need to return your Application Form.
The Company will not accept any payment method other than BPAY®, and payments by cash, cheque,
electronic funds transfer, bank draft or money order will not be accepted. If you would like to participate
but do not have access to BPAY®, please contact your bank or financial institution for assistance with
making payment by BPAY®.
Timing
Application monies must be received before 5:00pm (AEDT) on 10 May 2024. It is the responsibility of
the applicant to ensure that application monies are received by this time.
Questions
If you have any questions, please contact your professional adviser or the Company Secretary, at
robyn.hamilton@bassoil.com.au or on +61 3 9927 3000.
No offer outside Australia and New Zealand
This document may not be released to US wire services or distributed in the United States or any country
other than Australia and New Zealand. This document does not constitute an offer to sell, or a solicitation
of an offer to buy, securities in the United States or any country other than Australia and New Zealand.
In particular, any securities described in this document have not been, and will not be, 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.
1
® Registered to BPAY Pty Ltd ABN 69 079 137 518.
Page 4
Terms and Conditions
IMPORTANT NOTICE: The market price of Bass shares may rise or fall from now to when the New
Shares are issued to you under the SPP. Therefore, if you apply for and Bass issues to you New Shares
under the SPP, the offer price for those New Shares may be more than, or less than, the market price
of Bass shares you could buy at that time. By making a BPAY® payment, you acknowledge this risk.
Bass encourages you to contact your professional adviser regarding whether to participate in the SPP
and how much to contribute.
Offer timetable
(a)
(b)
The offer timetable is set out in the Key
Dates above and is included in these
Terms and Conditions.
Application monies may not be
processed and may not be valid if they
have not been received by or on behalf
of Bass by the time and date specified
for the Closing Date. You should be
aware that your financial institution may
implement earlier cut-off times with
regards to electronic payment, and you
should therefore take this into
consideration when making payment.
(c)
Bass expects to send a transaction
confirmation or holding statement to you
on or around the Despatch Date.
(d)
Bass expects that the New Shares will
be issued under the SPP on the Issue
Date and will commence trading on ASX
on the Trading Date. You must confirm
your holding before trading in any New
Shares you believe have been issued to
you under the SPP.
(e)
At any time, Bass can change the
Closing Date, the Issue Date, the
Trading Date and the Despatch Date
(even if the offer has opened or
application monies have been received)
by lodging a revised timetable with ASX.
Eligible Shareholders
You are eligible to participate in the SPP (an
Eligible Shareholder) if you were a registered
holder of Bass ordinary shares with a registered
address in Australia or New Zealand as at
7:00pm (AEDT) on 18 April 2024 (Record Date)
unless:
(a)
you are in the United States or acting
for the account or benefit of a person in
the United States; or
(b)
you hold Bass shares on behalf of
another person who resides outside
Australia or New Zealand,
in which case you will not be eligible to
participate in respect of the shares of that
person.
Bass has determined that it is not practical for
holders of Bass shares with registered
addresses in other countries to participate.
•
Holders receiving more than one offer:
If you are the only registered holder of
Bass shares, but you receive more than
one offer under the SPP (due to multiple
registered holdings), you may only
contribute a maximum of A$30,000 in
applying for New Shares.
•
Joint Holders: If 2 or more persons are
recorded in the register of members of
Bass as jointly holding Bass shares, they
are considered to be a single registered
holder for the purpose of the SPP and as
joint holders they are entitled to
participate in the SPP in respect of that
single holding only. If as joint holders you
receive more than one offer under the
SPP due to multiple identical holdings,
you may still only contribute a maximum
of A$30,000 in applying for New Shares.
•
Custodians, trustees and nominees: If
you are a custodian, trustee or nominee
within the definition of “custodian” in ASIC
Corporations
(Share
and
Interest
Purchase Plans) Instrument 2019/547
(Custodian), and hold Bass shares on
behalf of one or more Beneficiaries (as
defined below) on whose behalf you are
participating in the offer (each a
Participating Beneficiary), or on behalf
of a "downstream custodian" within the
definition of ASIC Corporations (Share
and Interest Purchase Plans) Instrument
2019/547 who holds the beneficial interest
in Bass shares on behalf of a Participating
Beneficiary, you may apply for up to a
maximum of A$30,000 worth of New
Shares for each Participating Beneficiary,
Page 5
subject to providing Bass with a
Custodian Certificate in accordance with
paragraph (e) of “Significance of applying
for New Shares” below. A Custodian has
the discretion to extend the offer to the
Beneficiaries. A Beneficiary is a person
who resides in Australia or New Zealand
for whom a Custodian (being an Eligible
Shareholder) held Bass ordinary shares
on the Record Date and who is not in the
United States and who is not acting for the
benefit of or the account of a person in the
United States. If you are not a Custodian,
the rules for multiple single holdings (and
joint holdings) apply and you may only
contribute a maximum of A$30,000 in
applying for New Shares. You are not
eligible to participate on behalf of a person
who resides outside Australia and New
Zealand.
Participation is optional
Participation in the SPP is entirely optional. If
you are an Eligible Shareholder, you can
choose whether or not to participate.
How much can you invest?
(a)
Bass is targeting to raise up to A$2.0
million (before costs) under the SPP.
Depending on demand, Bass may scale
back applications or (to the extent
permitted by the ASX Listing Rules)
raise a higher amount, at its absolute
discretion.
(b)
If you are an Eligible Shareholder, you
may apply to buy a parcel of New
Shares by contributing a set amount of
either A$2,500, A$5,000, A$7,500,
A$10,000,
A$15,000,
A$20,000,
A$25,000 or A$30,000.
(c)
(d)
Your application may be subject to a
scaleback and/or rounding. Bass
reserves absolute discretion regarding
the amount raised under the SPP and
exercise of its right to accept additional
funds or to scaleback applications. If
there is a scaleback, Bass may in its
absolute discretion determine to apply
the scaleback to the extent and in the
manner that it sees fit.
Unless you are applying as a Custodian,
the maximum amount of A$30,000
applies even if you receive more than
one Application Form or if you hold
shares in Bass in more than one
capacity (for example, if you are both a
sole and joint holder of shares in Bass see “Eligible Shareholders” above) and
irrespective of the number of Bass
shares you hold on the Record Date.
Bass can reject any application for New
Shares if Bass believes you have not
complied with this condition.
How to apply for New Shares
An electronic copy of this SPP Offer Booklet,
along with the Application Form is accessible at
www.bassoil.com.au.
If you are unable to access the website online
you can request a copy of the SPP Offer Booklet
and the personalised Application Form to be
posted or emailed to you by contacting the
Company Secretary.
If you would like to participate in the SPP, you
must make a payment by BPAY® in accordance
with the instructions on your personalised
Application Form. The Company will not accept
any payment method other than BPAY®, and
payments by cash, cheque, electronic funds
transfer, bank draft or money order will not be
accepted. If you would like to participate but do
not have access to BPAY®, please contact your
bank or financial institution for assistance with
making payment by BPAY®. BPAY® customers
must use the customer reference number
shown on the Application Form which is
required to identify your holding. When paying
by BPAY®, you do not need to return your
Application Form.
However, Custodians
applying for Beneficiaries must still complete
and return a Custodian Certificate in
accordance with paragraph (e) of “Significance
of applying for New Shares” below.
IMPORTANT NOTE: By using this BPAY®
facility to apply for New Shares, you represent
that the total of the application price for the
following does not exceed A$30,000 (even if
you have received more than one offer under
the SPP or have received offers in more than
one capacity):
(a)
the New Shares the subject of this
application;
(b)
any other shares applied for under this
SPP, or shares or interests in the class
issued under a similar arrangement in
the 12 months before this application;
(c)
any other shares or interests in the
class which you have instructed a
Page 6
Custodian to acquire on your behalf
under this SPP; and
(d)
any other shares or interests in the
class issued to a Custodian under an
arrangement similar to this SPP in the
12 months before this application as a
result of you instructing the Custodian
or another Custodian, which resulted in
you holding a beneficial interest in the
shares or interests.
Payment by BPAY® may not be processed and
may not be valid if it has not been received by
Bass by the time and date specified for the
Closing Date. You should be aware that your
financial institution may implement earlier cutoff times regarding electronic payment, and you
should consider this when making payment.
Bass’ discretion regarding applications
Offer price
The New Shares under the SPP will be issued
at A$0.07 per share, which represents a 9.1%
discount to last traded price of Bass shares on
16 April 2024 of A$0.077, and a 15.2% discount
to the volume weighted average market price of
Bass shares calculated over the last 5 days on
which sales in the Shares were recorded before
the day on which the SPP was announced.
The number of New Shares issued to an
applicant will be determined by dividing your
application monies by the issue price. If this
calculation produces a fractional number, the
number of New Shares will be rounded up to the
nearest whole share.
Applications may be scaled back
(a)
Bass may, in its absolute discretion,
issue to you less than the number of
New Shares you have applied for
depending on demand (Scaleback). If
there is a Scaleback, Bass may in its
absolute discretion determine to apply
the Scaleback to the extent and in the
manner that it sees fit, including by
taking into account a number of factors
(but without limiting Bass’ absolute
discretion) that include the size of your
shareholding as at the Record Date and
total applications received from Eligible
Shareholders.
(b)
If there is a Scaleback you may not
receive all the New Shares for which
you have applied.
If a Scaleback
produces a fractional number when
applied to your parcel, the number of
New Shares you will be issued will be
rounded down.
(c)
Bass will refund to you by direct credit
deposit to your nominated bank account
(where you have given your nomination
to the Share Registry) or by cheque, the
difference between your application
money and the total offer price for the
New Shares issued to you (without
interest).
Bass may accept or reject applications for New
Shares under the SPP, including if:
(a)
an Application Form is incorrectly
completed, incomplete or otherwise
determined by Bass to be invalid;
(b)
you are a Custodian, and Bass is not
satisfied with your certification for any
reason;
(c)
the correct amount corresponding to
your application is not provided with the
BPAY® payment;
(d)
a BPAY® payment is not received or is
incomplete or invalid;
(e)
unless you are applying as a Custodian,
an applicant appears to be contributing
more than A$30,000 under the SPP;
(f)
an application is received after the time
and date specified as the Closing Date.
Bass has a discretion whether or not to
accept late BPAY® payments; or
(g)
Bass believes you are not an Eligible
Shareholder,
and Bass must reject applications if required to
do so under ASIC Corporations (Share and
Interest Purchase Plans) Instrument 2019/547.
Bass reserves the right to refund your BPAY®
payment and not issue you any New Shares.
No other participation costs
No
brokerage,
commission
or
other
participation costs are payable by you to
acquire New Shares under the SPP.
Page 7
No interest
under a similar arrangement in
the 12 months before this
application;
No interest will be paid on any application
money returned to you.
•
any other shares or interests in
the class which you have
instructed a Custodian to
acquire on your behalf under
this SPP; and
•
any other shares or interests in
the class issued to a Custodian
under an arrangement similar to
this SPP in the 12 months
before this application as a
result of you instructing the
Custodian
or
another
Custodian, which resulted in
you holding a beneficial interest
in the shares or interests;
You cannot transfer your rights under this
SPP
Your rights under this offer are personal to you
and non-renounceable. This means you cannot
transfer your right to purchase New Shares
under this SPP to anyone else.
Equal ranking
New Shares issued under the SPP will, at the
time of issue, rank equally with existing Bass
shares quoted on ASX, with the same voting
rights, dividend rights and other entitlements.
Significance of applying for New Shares
(e)
if you are a Custodian and are applying
for New Shares with a total application
price exceeding A$30,000, you may
only do so subject to you providing a
notice in writing to Bass certifying the
matters required by ASIC Corporations
(Share and Interest Purchase Plans)
Instrument 2019/547 at section 8(3)
(Custodian Certificate). Custodians
should request a pro forma Custodian
Certificate when making an application
on behalf of Participating Beneficiaries.
To request a Custodian Certificate or if
you would like further information on
how to apply, you should contact the
Company Secretary.
(f)
you agree to these Terms and
Conditions and you agree not to do
anything which would be contrary to the
spirit, intention or purpose of the SPP;
(g)
you agree to be
Constitution of Bass;
(h)
you agree that your application is only
effective when received by (or deemed
to be received by), or on behalf of, Bass;
(i)
you accept the risk associated with any
refund that may be sent to you by direct
credit to your account as nominated to
the Share Registry or cheque to your
address shown on Bass’ register;
(j)
you agree that Bass and the Share
Registry have not provided you with
investment or financial product advice,
and that they have no obligation to
If you apply to participate in the SPP:
(a)
you agree that once you have made
your BPAY® payment, you may only
withdraw your application if the Share
Registry receives a signed Withdrawal
Form before 5:00pm (AEDT) on 10 May
2024 (and you will receive a full refund
of your application money without
interest);
(b)
you agree that, other than in the
circumstance
described
in
paragraph (a) above, once you have
made your BPAY® payment, you cannot
withdraw or cancel your application and
your application is unconditional;
(c)
(d)
you confirm that you are an Eligible
Shareholder and that you are lawfully
permitted to accept the offer under the
SPP and participate in the SPP in
accordance with these Terms and
Conditions and any applicable laws;
you certify that, even if you have
received more than one offer under the
SPP or received offers in more than one
capacity, the total of the application
price for the following does not exceed
A$30,000:
•
the New Shares the subject of
this application;
•
any other shares applied for
under this SPP, or shares or
interests in the class issued
bound
by
the
Page 8
provide advice to you about your
decision to apply for and be issued New
Shares;
(c)
you are not in the United States and are
not acting on behalf of or for the account
of a person in the United States;
(k)
you agree that Bass is not liable for any
exercise of its discretions referred to in
these Terms and Conditions; and
(d)
(l)
you are not in the United States and are
not acting for the benefit of or the
account of a person in the United
States.
you must not send copies of these
Terms and Conditions or any other
material relating to the SPP to any
person in the United States or
elsewhere outside Australia and New
Zealand;
(e)
you acknowledge and agree that if in the
future you decide to sell or otherwise
transfer the New Shares, you will only
do so in standard brokered transactions
on the ASX, where neither you nor any
person acting on your behalf knows, or
has reason to know, that the sale has
been pre-arranged with, or the
purchaser is, a person in the United
States;
(f)
you must not make payment by BPAY®
for any person resident outside
Australia or New Zealand;
(g)
if you are acting as a trustee, nominee
or Custodian, each beneficial holder on
whose behalf you are participating is
resident in Australia or New Zealand
and is not in the United States; and
(h)
if you do not comply with these
restrictions, it may result in violations of
applicable securities laws.
Notice to shareholders in New Zealand
The New Shares are not being offered or sold
to the public within New Zealand other than to
existing shareholders of Bass with registered
addresses in New Zealand to whom the offer of
New Shares is being made in reliance on the
Financial Markets Conduct (Incidental Offers)
Exemption Notice 2021 (New Zealand).
This document has not been registered, filed
with or approved by any New Zealand
regulatory authority under the Financial Markets
Conduct Act 2013 (New Zealand). This
document is not a product disclosure statement,
an investment statement or prospectus or other
disclosure document under New Zealand law
and is not required to, and may not, contain all
the information that a product disclosure
statement, investment statement, prospectus or
other disclosure document under New Zealand
law is required to contain.
No US offer
Withdrawal,
termination
waiver,
suspension
and
If you apply to participate in the SPP or instruct
a Custodian to do so on your behalf, you
acknowledge and agree that:
Bass reserves the right to withdraw the offer at
any time up to the Issue Date.
(a)
Bass reserves the right at any time to:
(b)
the New Shares have not been, and will
not be, registered under the US
Securities Act, or the securities laws of
any state or other jurisdiction in the
United States, except in accordance
with an available exemption from, or in
a transaction not subject to, the
registration requirements of the US
Securities Act and any other applicable
securities laws;
you acknowledge that the New Shares
may only be offered and sold outside
the United States in "offshore
transactions" (as defined and in reliance
on Regulation S under the US
Securities Act);
(a)
waive compliance with any provision of
these Terms and Conditions;
(b)
amend or vary these Terms and
Conditions; and
(c)
suspend or terminate the SPP.
Any amendment, variation, suspension or
termination is binding on all Eligible
Shareholders even if Bass does not notify you
of the event.
Settling disputes
Page 9
Bass may settle, in any manner it sees fit, any
difficulties, anomalies or disputes which may
arise in connection with the operation of the
SPP whether generally or in relation to any
participant or any application for New Shares.
Bass’ decision is conclusive and binding on all
participants and other persons to whom the
determination relates. These rights may be
exercised by Bass’ Board or any delegate of the
Board.
Governing law
These Terms and Conditions are governed by
the laws in force in South Australia. By
accepting this offer, you submit to the nonexclusive jurisdiction of the courts in South
Australia.
Directory
Registered Office
Bass Oil Limited (ACN 008 694 817)
Level 5, 11-19 Bank Place
Melbourne, Victoria 3000
Australia
Telephone: (61) (3) 9927 3000
Fax: (61) (3) 9614 6533
Email: admin@bassoil.com.au
Share Registry
Not underwritten
The SPP is not underwritten.
Link Market Services Limited
Level 12, 60 George Street
Sydney NSW 2000
Interpretation
The term “these Terms and Conditions”
includes terms and conditions in the Application
Form, Instructions and Key Dates.
The
Application Form forms part of this offer
document.
Financial Product Advice
This document is not financial product advice
and has been prepared without taking into
account your investment objectives or personal
circumstances.
Before investing in New Shares, you should
consider whether an investment in New Shares
is suitable for you. Potential investors should
consider publicly available information on Bass
(such as that available on the websites of Bass
and ASX), carefully consider their personal
circumstances and consult their stockbroker,
solicitor, accountant or other professional
adviser before making an investment decision.
Page 10
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