DRILLSEARCH ENERGY LIMITED 5 September 2014
The Board of Directors Ambassador Oil and Gas Limited Suite 11, Level 1
23 Oxford Street
Oakleigh VIC 3166
AND TO: BY ELECTRONIC LODGEMENTCompany Announcements
ASX Limited
Exchange Centre
20 Bridge Street
Sydney NSW 2000
Drillsearch Energy Limited (ASX: DLS) - Form 604 Notice of change of interests of substantial holderOn behalf of Drillsearch Energy Limited ABN 73 006 474 844 (Drillsearch), I enclose a copy of Form 604 Notice of change of interests of substantial holder in relation to Ambassador Oil and Gas Limited (Ambassador).
Yours faithfully
Jean Moore
Company Secretary
About Drillsearch Energy Limited (ASX: DLS), which listed on ASX in 1987, explores and develops conventional and unconventional oil and gas projects. Drillsearch has a strategic spread of petroleum exploration and production acreage in Australia's most prolific onshore oil and gas province, the Cooper-Eromanga Basins in South Australia and Queensland. The company's focus is on 'brownfields' exploration where geological risk is reduced and there is access to existing infrastructure, ensuring that any discoveries can be brought into production.Corporations Act 2001
Section 671B
Notice of change of interests of substantial holderTo Company Name/Scheme Ambassador Oil and Gas Ltd (Ambassador)
ACN/ARSN 152 595 429
This notice is given by Drillsearch Energy Limited ACN 006 474 844 (Drillsearch) on behalf of itself, Drillsearch (Central) Pty Limited ACN 160 522 056 and each of Drillsearch's controlled bodies corporate named in the list of one page annexed to this notice and marked "A" (Drillsearch Subsidiaries).
1. Details of substantial holder (1)
Name Drillsearch Energy Limited (Drillsearch) ACN/ARSN (if applicable) 006 474 844
There was a change in the interests of the
substantial holder on 04/09/2014
The previous notice was given to the company on 03/09/2014
The previous notice was dated 03/09/2014
2. Previous and present voting power
The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:
Class of securities (4) | Previous notice | Present notice | ||
Class of securities (4) | Person's votes | Voting power (5) | Person's votes | Voting power (5) |
Ordinary shares | 121,278,671 | 85.37% (based on 142,058,491 ordinary shares on issue) | 125,496,907 | 88.34% (based on 142,058,491 ordinary shares on issue) |
3. Changes in relevant interests
Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:
4. Present relevant interests
604 page 3/3
Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:
Holder of relevant interest | Registered holder of securities | Person entitled to be registered as holder (8) | Nature of relevant interest (6) | Class and number of securities | Person's votes |
Drillsearch (Central) Pty Limited | Drillsearch (Central) Pty Limited | Drillsearch (Central) Pty Limited | Taken under section 608(1)(a) of the Corporations Act to have a relevant interest by reason of being the holder of the ordinary shares. | 119,607,982 ordinary shares | 119,607,982 |
Drillsearch | Drillsearch (Central) Pty Limited | Drillsearch (Central) Pty Limited | Taken to have a relevant interest under section 608(3)(b) of the Corporations Act by reason of having control of Drillsearch (Central) Pty Limited. | 119,607,982 ordinary shares | 119,607,982 |
Each of the Drillsearch Subsidiaries | Drillsearch (Central) Pty Limited | Drillsearch (Central) Pty Limited | Taken under section 608(3) of the Corporations Act to have a relevant interest by reason of having voting power (through the relevant interests of its associate, Drillsearch) above 20% in Drillsearch (Central) Pty Limited. | 119,607,982 ordinary shares | 119,607,982 |
Drillsearch (Central) Pty Limited | Various offerees who have accepted the Offer, including those referred to in section 3 of this notice. | Drillsearch (Central) Pty Limited | Taken under section 608(1)(c) of the Corporations Act to have a relevant interest in the ordinary shares pursuant to acceptances of the Offer. | 5,888,925 ordinary shares | 5,888,925 |
Drillsearch | Various offerees who have accepted the Offer, including those referred to in section 3 of this notice. | Drillsearch (Central) Pty Limited | Taken to have a relevant interest under section 608(3)(b) of the Corporations Act by reason of having control of Drillsearch (Central) Pty Limited. | 5,888,925 ordinary shares | 5,888,925 |
Each of the Drillsearch Subsidiaries | Various offerees who have accepted the Offer, including those referred to in section 3 of this notice. | Drillsearch (Central) Pty Limited | Taken under section 608(3) of the Corporations Act to have a relevant interest by reason of having voting power (through the relevant interests of its associate, Drillsearch) above 20% in Drillsearch (Central) Pty Limited. | 5,888,925 ordinary shares | 5,888,925 |
5. Changes in association
The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:
Name and ACN/ARSN (if applicable) | Nature of association |
N/A | N/A |
6. Addresses
The addresses of persons named in this form are as follows:
Name | Address |
Drillsearch | Level 16, 55 Clarence Street, Sydney NSW 2000 |
Drillsearch (Central) Pty Limited | Level 16, 55 Clarence Street, Sydney NSW 2000 |
Drillsearch Subsidiaries | As set out in the list of one page annexed to this notice and marked "A". |
604 page 4/3
print name Jean Moore capacity Company secretary
sign here date 5 September 2014
DIRECTIONS
(1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.
(2) See the definition of "associate" in section 9 of the Corporations Act 2001.
(3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. (4) The voting shares of a company constitute one class unless divided into separate classes.
(5) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
(6) Include details of:
(a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
(b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).
See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
(7) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included on any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.
(8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown'". (9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.
604 ANNEXURE A PAGE1/1
ANNEXURE ATHIS IS ANNEXURE A OF ONE PAGE REFERRED TO IN THE FORM 604 NOTICE OF CHANGE OF INTERESTS OF SUBSTANTIAL HOLDER SIGNED BY ME
Jean Moore
Company Secretary
5 September 2014
Name | ABN / ACN / Company Number | Address |
Acer Energy Pty Limited | ABN 11 101 313 777 | Level 16, 55 Clarence Street, Sydney NSW 2000 |
Circumpacific Energy (Australia) Pty Limited | ABN 77 142 287 125 | Level 16, 55 Clarence Street, Sydney NSW 2000 |
Clean Gas Pty Limited | ACN 128 471 358 | Level 16, 55 Clarence Street, Sydney NSW 2000 |
Drillsearch (299) Pty Limited | ACN 165 620 888 | Level 16, 55 Clarence Street, Sydney NSW 2000 |
Drillsearch (513) Pty Limited | ACN 159 824 218 | Level 16, 55 Clarence Street, Sydney NSW 2000 |
Drillsearch (539) Pty Limited | ABN 27 152 919 803 | Level 16, 55 Clarence Street, Sydney NSW 2000 |
Drillsearch (549) Pty Limited | ABN 89 152 920 422 | Level 16, 55 Clarence Street, Sydney NSW 2000 |
Drillsearch (657) Pty Limited | ABN 44 162 600 599 | Level 16, 55 Clarence Street, Sydney NSW 2000 |
Drillsearch (783) Pty Limited | ABN 92 163 750 141 | Level 16, 55 Clarence Street, Sydney NSW 2000 |
Drillsearch (920) Pty Limited | ABN 50 152 919 965 | Level 16, 55 Clarence Street, Sydney NSW 2000 |
Drillsearch (924) Pty Limited |
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