RNS Number:0548U
BG GROUP plc
09 May 2008
News
Release
9 May 2008
FOR IMMEDIATE RELEASE
Update on BG Group plc proposal to acquire Origin Energy Limited
The following announcement was issued to the Australian Securities Exchange at
0140hrs BST (1040hrs AEST)
Background
On 30 April, 2008 BG Group plc ("BG Group") made an announcement to the London
Stock Exchange that it had approached Origin Energy Limited ("Origin") "with a
proposal to acquire all of the shares in Origin at a cash price of $14.70 per
share".
The announcement stated that:
"The proposal is subject to shareholder and regulatory approvals and other terms
and conditions common to transactions of this type.
Origin has not yet considered the proposal. Discussions between the parties will
take place and shareholders will be advised of the outcome."
That announcement followed an announcement made by Origin to ASX on 30 April
2008.
This announcement (9 May 2008) is made in response to a request from the
Australian Securities and Investments Commission ("ASIC") for publication of
further information in relation to BG Group's announcement on 30 April, 2008.
Further Information
Pursuant to the request from ASIC, BG Group notes as follows:
* The Proposal made to Origin of a cash price of $14.70 per share was
explicitly made on the basis that it was subject to contract, confidential
and to be implemented co-operatively and expeditiously by way of a scheme of
arrangement to provide a number of benefits to BG Group and Origin in terms
of value, transaction certainty, structuring and timing.
* The Proposal contained no due diligence condition but required the
confirmation of certain assumptions made in respect of possible third party
rights, commitments, liabilities, litigation or financial exposures and set
out an expedited timetable for reaching agreement on a merger implementation
agreement.
* The Proposal was stated to be subject to certain regulatory and other
approvals and specifically noted that the acquisition will be conditional on
approval (or "no action" letters) from all relevant regulatory bodies,
including:
o The Australian Competition and Consumer Commission, Foreign Investment
Review Board and, if necessary, the Australian Securities and
Investments Commission; and
o The New Zealand Minister of Energy, New Zealand Takeovers Panel ("NZ
Panel") and New Zealand Overseas Investment Office.
* The Proposal noted that it would likely require the approval of BG Group
shareholders as a Class 1 transaction in the United Kingdom and it was
intended that this approval would be secured prior to the scheme vote by
Origin shareholders.
* The Proposal noted that BG Group had already secured the necessary
in-principle funding commitments from a syndicate of banks. Since the date
of the Proposal, BG Group has received signed commitments from these banks.
* The Proposal is subject to contract, is incomplete and may ultimately
contain the conditions described above, as well as additional conditions. BG
Group's proposal is to proceed by way of a scheme of arrangement, which
requires Origin's agreement and co-operation, and therefore at this time BG
Group is not able to describe the conditions of a scheme of arrangement with
any certainty.
* BG Group has made a confidential submission to the NZ Panel. BG Group
notes that it received yesterday a ruling from the NZ Panel concerning
Contact Energy Limited which will be the subject of a separate announcement
to be agreed with the NZ Panel.
* Since the date of the communication of the Proposal to Origin,
discussions have been held between senior representatives of Origin and BG
Group in relation to the Proposal. Those discussions are ongoing but
currently inconclusive.
* A further announcement will be made by BG Group as appropriate at the
earliest practicable date.
Ends
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 the
Company's annual report and accounts for the year ended 31 December 2007. The
Company 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.
Notes for Editors
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 is being advised by Goldman Sachs International and Gresham Advisory
Partners.
Enquiries:
Communications Australia: + 61 (0) 419 588 166
+ 44 (0) 7917 185702
Communications UK: +44 (0) 118 929 3717
Out of hours UK media mobile: +44 (0) 791 718 5707
Investor Relations: +44 (0) 118 929 3025
Website: www.bg-group.com
This information is provided by RNS
The company news service from the London Stock Exchange
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