Brisbane, Nov 5, 2008 (ABN Newswire) - BG Group plc ("BG Group")(LON:BG) and Queensland Gas Company Limited (ASX:QGC)(PINK:QGSCF) announced that, in the course of an ongoing recommended on-market takeover bid for QGC, BG Group had obtained majority control of QGC, with a relevant interest* in 495 million shares representing 52.06 per cent of the issued share capital of the Company.
BG Group's unconditional all-cash offer of $5.75 per share represents an 80 per cent premium to the price of QGC shares on the last day of trading prior to BG Group's offer, announced on 28 October 2008. The QGC Voting Directors** have unanimously recommended that shareholders accept BG Group's on-market offer, in the absence of a superior offer.
Information about the reasons for the recommendation of the Voting Directors, and other important information about the offer, will be set out in the Target's Statement, which will be sent to QGC shareholders on or about 11 November 2008.
How to accept
J.P. Morgan Securities Australia Limited (together with its affiliates, "J.P. Morgan") has been appointed as the on-market broker to acquire QGC shares on the ASX on behalf of BG Group's wholly-owned Australian subsidiary, BG International (AUS) Investments Pty Limited ("BG AUS").
QGC shareholders can only accept BG Group's cash offer by selling their QGC shares on-market on ASX through a stockbroker. QGC shareholders who hold their shares in Issuer Sponsored Holdings will need to appoint a broker to sell their shares on ASX. QGC has appointed Austock Securities Limited and ABN AMRO Morgans Limited to provide broking services to QGC shareholders who do not have a stockbroker.
In line with usual ASX practice, QGC shareholders will receive the proceeds of the sale of their shares on a T+3 basis, i.e. within three trading days after their sale. QGC shareholders can contact BG Group's offer information line on +61 2 8986 9358 (callers outside Australia) or 1300 656 831 (callers within Australia, toll-free), or should consult their financial or other professional adviser.
Indicative timing of BG Group's offer
The on-market takeover offer is being made by BG AUS. J.P. Morgan, as the BG AUS appointed broker, has been standing in the market on ASX since 28 October 2008, offering to acquire QGC shares on behalf of BG AUS at the offer price.
Accepting shareholders will receive their sale proceeds on a T+3 basis, i.e. within three trading days of sale.
BG AUS has lodged a Bidder's Statement, available online at www.bg-group.com/qgc which will be dispatched to QGC shareholders by 11 November 2008. QGC will also dispatch its Target's Statement by that date. The offer will close on 15 December 2008, unless extended.
Ends.
Notes for Editors
Footnotes
*For the purposes of this announcement, "relevant interest" means the aggregate of BG Group's existing stake in QGC, QGC shares acquired by or on behalf of BG Group on ASX since 28 October 2008 and QGC shares that are the subject of pre-bid agreements and which have not yet been tendered into BG Group's offer.
** Voting Directors of QGC means all the Directors other than the nominees of AGL Energy Limited ("AGL" - ASX:AGK), all of whom were conflicted and did not vote.
BG Group: There are matters discussed in this media information that are forward looking statements. Such statements are only predictions and actual events or results may differ materially. For a discussion of important factors which could cause actual results to differ from the forward looking statements, refer to BG Group plc's annual report and accounts for the year ended 31 December 2007. BG Group plc does not undertake any obligation to update publicly, or revise, forward looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.
QGC: No representation, express or implied, is made as to the fairness, accuracy, completeness or correctness of information contained in this presentation, including the accuracy, likelihood of achievement or reasonableness of any forecasts, prospects, returns or statements in relation to future matters contained in the presentation ("forward-looking statements"). No responsibility or liability is or will be accepted by QGC or any of its respective subsidiaries, affiliates and associated companies (or by any of its respective officers, employees or agents) in relation to it.
About BG Group
BG Group plc (LSE: BG.L) is a world leader in natural gas, with a strategy focused on connecting competitively-priced resources to specific, high-value markets. Active in 27 countries on five continents, BG Group has a broad portfolio of exploration and production, Liquefied Natural Gas (LNG), transmission and distribution and power generation business interests. It combines a deep understanding of gas markets with a proven track record in finding and commercialising reserves.
BG Group's unconditional all-cash offer of $5.75 per share represents an 80 per cent premium to the price of QGC shares on the last day of trading prior to BG Group's offer, announced on 28 October 2008. The QGC Voting Directors** have unanimously recommended that shareholders accept BG Group's on-market offer, in the absence of a superior offer.
Information about the reasons for the recommendation of the Voting Directors, and other important information about the offer, will be set out in the Target's Statement, which will be sent to QGC shareholders on or about 11 November 2008.
How to accept
J.P. Morgan Securities Australia Limited (together with its affiliates, "J.P. Morgan") has been appointed as the on-market broker to acquire QGC shares on the ASX on behalf of BG Group's wholly-owned Australian subsidiary, BG International (AUS) Investments Pty Limited ("BG AUS").
QGC shareholders can only accept BG Group's cash offer by selling their QGC shares on-market on ASX through a stockbroker. QGC shareholders who hold their shares in Issuer Sponsored Holdings will need to appoint a broker to sell their shares on ASX. QGC has appointed Austock Securities Limited and ABN AMRO Morgans Limited to provide broking services to QGC shareholders who do not have a stockbroker.
In line with usual ASX practice, QGC shareholders will receive the proceeds of the sale of their shares on a T+3 basis, i.e. within three trading days after their sale. QGC shareholders can contact BG Group's offer information line on +61 2 8986 9358 (callers outside Australia) or 1300 656 831 (callers within Australia, toll-free), or should consult their financial or other professional adviser.
Indicative timing of BG Group's offer
The on-market takeover offer is being made by BG AUS. J.P. Morgan, as the BG AUS appointed broker, has been standing in the market on ASX since 28 October 2008, offering to acquire QGC shares on behalf of BG AUS at the offer price.
Accepting shareholders will receive their sale proceeds on a T+3 basis, i.e. within three trading days of sale.
BG AUS has lodged a Bidder's Statement, available online at www.bg-group.com/qgc which will be dispatched to QGC shareholders by 11 November 2008. QGC will also dispatch its Target's Statement by that date. The offer will close on 15 December 2008, unless extended.
Ends.
Notes for Editors
Footnotes
*For the purposes of this announcement, "relevant interest" means the aggregate of BG Group's existing stake in QGC, QGC shares acquired by or on behalf of BG Group on ASX since 28 October 2008 and QGC shares that are the subject of pre-bid agreements and which have not yet been tendered into BG Group's offer.
** Voting Directors of QGC means all the Directors other than the nominees of AGL Energy Limited ("AGL" - ASX:AGK), all of whom were conflicted and did not vote.
BG Group: There are matters discussed in this media information that are forward looking statements. Such statements are only predictions and actual events or results may differ materially. For a discussion of important factors which could cause actual results to differ from the forward looking statements, refer to BG Group plc's annual report and accounts for the year ended 31 December 2007. BG Group plc does not undertake any obligation to update publicly, or revise, forward looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.
QGC: No representation, express or implied, is made as to the fairness, accuracy, completeness or correctness of information contained in this presentation, including the accuracy, likelihood of achievement or reasonableness of any forecasts, prospects, returns or statements in relation to future matters contained in the presentation ("forward-looking statements"). No responsibility or liability is or will be accepted by QGC or any of its respective subsidiaries, affiliates and associated companies (or by any of its respective officers, employees or agents) in relation to it.
About BG Group
BG Group plc (LSE: BG.L) is a world leader in natural gas, with a strategy focused on connecting competitively-priced resources to specific, high-value markets. Active in 27 countries on five continents, BG Group has a broad portfolio of exploration and production, Liquefied Natural Gas (LNG), transmission and distribution and power generation business interests. It combines a deep understanding of gas markets with a proven track record in finding and commercialising reserves.
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About Queensland Gas Company Limited
QGC is a publicly-listed gas production company that is focused on becoming an integrated energy supplier in Australia. The Company's successful exploration and appraisal activities have provided a solid foundation for future growth, with ample reserves of coal seam gas ready to meet Australia's growing demand for clean, efficient energy.
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