MELBANA ENERGY LTD Neon Energy and MEO Australia announce proposed
merger of equals
Investor presentation
5 November 2014
Disclaimer
This presentation has been prepared by Neon Energy Limited (Neon) and MEO Australia Limited (MEO).
Summary of information: This presentation contains general and background information about Neon and MEO's activities current as at the date of the presentation and should not be considered to be comprehensive or to comprise all the information that an investor should consider when making an investment decision. The information is provided in summary form, has not been independently verified, and should not be considered to be comprehensive or complete. It should be read solely in conjunction with the oral briefing provided by Neon and MEO and all other documents provided to you by Neon or MEO. Neither of Neon or MEO is responsible for providing updated information and assumes no responsibility to do so.
Not financial product advice: This presentation is not financial product, investment advice or a recommendation to acquire Neon or MEO securities and has been prepared without taking into account the objectives, financial situation or needs of individuals. Before making an investment decision prospective investors should consider the appropriateness of the information having regard to their own objectives, financial situation and needs, and seek legal, taxation and financial advice appropriate to their jurisdiction and circumstances. Neither of Neon or MEO is licensed to provide financial product advice in respect of its securities or any other financial products. Cooling off rights do not apply to the acquisition of Neon or MEO securities. Each of Neon and MEO assume that the recipient is capable of making its own independent assessment, without reliance on this document, of the information and any potential investment and will conduct its own investigation.
Disclaimer: Each of Neon and MEO and their related bodies corporate and each of their respective directors, agents, officers, employees, contractors and advisers expressly disclaim, to the maximum extent permitted by law, all liabilities (however caused, including negligence) in respect of, make no representations regarding, and take no responsibility for, any part of this presentation and make no representation or warranty as to the currency, accuracy, reliability or completeness of any information, statements, opinions, conclusions or representations contained in this presentation. In particular, this presentation does not constitute, and shall not be relied upon as, a promise, representation, warranty or guarantee as to the past, present or the future performance of Neon or MEO or the combined entity if the transaction the subject of the presentation is successful.
Future performance: This presentation contains certain forward-looking statements and opinion. The forward-looking statements, opinion and estimates provided in this presentation are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends, which are based on interpretations of current market conditions. Forward-looking statements, including projections, forecasts and estimates, are provided as a general guide only and should not be relied on as an indication or guarantee of future performance and involve known and unknown risks, uncertainties and other factors, many of which are outside the control of Neon and MEO. Past performance is not necessarily a guide to future performance and no representation or warranty is made as to the likelihood of achievement or reasonableness of any forward looking statements or other forecast.
Not an offer: This presentation is not, and should not be considered as, an offer or an invitation to acquire securities in Neon or MEO or any other financial products and neither this document nor any of its contents will form the basis of any contract or commitment. This presentation is not a prospectus. Offers of securities in Neon or MEO will only be made in places in which, or to persons to whom it would be lawful to make such offers. This presentation must not be disclosed to any other party and does not carry any right of publication. Neither this presentation nor any of its contents may be reproduced or used for any other purpose without the prior written consent of Neon and MEO.
No Distribution in the US: This investor presentation is not an offer of securities for sale in the United States. Any securities to be issued by Neon or MEO have not been and will
not be registered under the US Securities Act of 1933, as amended (the "US Securities Act") and may not be offered or sold in the United States absent registration or an exemption from registration under the US Securities Act. No public offer of the securities is being made in the United States and the information contained herein does not constitute an offer of securities for sale in the United States. This investor presentation is not for distribution directly or indirectly in or into the United States or to US persons.
Monetary values: Unless otherwise stated, all dollar values are in Australian dollars (A$). The information in this presentation remains subject to change without notice.
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Transaction overview
1 All scrip merger of equals between Neon Energy (Neon) and MEO Australia (MEO)
• Following implementation, Neon shareholders and MEO shareholders to each hold 50% of the Merged Group
• MEO shareholders to receive 0.7369 Neon shares for each MEO share held
• Merger to be implemented by way of MEO scheme of arrangement
• Merger has the unanimous support of the Neon Board and the MEO Board
• Merger is conditional on Neon shareholders voting against the resolution to approve Evoworld's proportional takeover offer and the resolutions to replace a majority of the Neon Board with Evoworld nominees
2 Merged Group will have the capital and resources potential to become a robust junior E&P company
• Transaction will combine the material cash resources of both groups
• Scope to progress existing projects as well as to take advantage of acquisition opportunities in an increasingly attractive environment for buyers of E&P assets, including capture from a pipeline of exciting new venture opportunities
• Focus on cost synergies with a substantial reduction in annual corporate overheads targeted
3 The leadership team of the Merged Group will reflect the nature of the transaction as a merger of equals
• Board of the Merged Group to comprise two current Directors from Neon and two current Directors from MEO
• Alan Stein (the current Chairman of Neon) will remain Chairman and Ken Charsinsky (the current Managing Director of Neon)
will remain on the Board as a Non-Executive Director
• Stephen Hopley (the Acting Chairman of MEO) and Michael Sweeney (a current Non-Executive Director of MEO) will join the
Board of the Merged Group as Non-Executive Directors
• Peter Stickland (the current Exploration Manager of MEO) will become Chief Executive Officer of the Merged Group
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Shareholder benefits
• The Merged Group will be in a strong financial position with a pro forma net cash balance of A$37.0 million1
• MEO's value realisation initiative in relation to the Tassie Shoal Projects announced in August 2014 provides the potential to further increase the balance sheet strength of the Merged Group
• The Merged Group will have a strong platform from which to take advantage of existing opportunities within the combined portfolio as well as further business development opportunities in the E&P sector
• In a constrained funding market, the Merged Group's robust financial position will place it at a distinct advantage to other junior ASX listed E&P companies
• The Merged Group has substantial opportunities to achieve cost savings through rationalisation of the combined
cost synergies
corporate structure
• Consistent with delivering shareholder value and maintaining a strong financial position, the Merged Group will target a substantial reduction in combined annual corporate overheads from approximately A$8.5 million to approximately A$3.5 million per annum
• The Merger allows Neon and MEO shareholders to hold 50% of a well funded junior E&P company with the objective of becoming a material junior production company with exploration upside
• Based on MEO's 30 day VWAP of 2.8 cents per share2, the transaction implies a value for all Neon shares of 3.8 cents per share, exceeding Evoworld's 3.5 cents per share proportional offer
• The Merger represents an opportunity for MEO to access substantial funding and is significantly more attractive than alternative pathways to access an equivalent level of capital
• In a challenging environment for junior E&P companies, the MEO Directors consider it unlikely that MEO could access an equivalent level of funding through the capital markets and that funding would likely need to be raised at a substantial discount to the prevailing share price
• The Merged Group will have an established portfolio, streamlined organisational structure and capital to pursue
investment than stand alone entities Experienced Board andattractive growth opportunities
• The Merged Group offers potential for greater share trading liquidity and investor relevance
• The Merged Group will benefit from the experience and depth of talent at the Board and management level of both
management
companies
1. As at 30 September 2014. Based on Neon cash balance of A$25.3 million (including cash on deposit of A$1.1 million and cash held in escrow of
A$4.6 million) and MEO cash balance of A$11.7 million. Excludes merger implementation costs
2. Up to and including 4 November 2014
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The Neon Board considers the Merger to be superior to Evoworld's proportional takeover offer to Neon Shareholders
The Neon Board considers:
Evoworld offer Proposed Merger Is proportional, for 30% of Neon shares not owned or controlled by Evoworld and its associates and is conditional on Evoworld gaining control of the Board
Evoworld have provided little information regarding their intentions for Neon Energy
Evoworld is attempting to gain access to Neon's assets at less than their net tangible asset value per share
If Evoworld's offer is accepted by Neon shareholders, Evoworld will acquire effective control of Neon despite not holding a majority of shares on issue and despite not paying a premium for control
Evoworld propose no independent representation on the
Neon Board
The Neon Directors believe Evoworld's nominees for the Neon Board lack the relevant expertise to further Neon's activities as an oil and gas company
The Neon Directors are concerned that minority shareholders may have been disenfranchised in
previous transactions in which Evoworld's directors have been involved
The Neon Board unanimously recommends that Neon shareholders support the proposed Merger and REJECT Evoworld's proportional takeover offer and Board spill resolutions
Allows Neon shareholders to hold 50% of a well funded E&P company with the objective of becoming a material junior production company with exploration upside
The Merged Group will have an established portfolio, streamlined organisational structure and capital to pursue attractive growth opportunities
Based on MEO's 30 day VWAP of 2.8 cents per share1, the transaction implies a value for all Neon shares of 3.8 cents per share, exceeding Evoworld's 3.5 cents per share proportional offer
The leadership team of the Merged Group will reflect the nature of the transaction as a merger of equals
The Board of the Merged Group will comprise two current Directors from
Neon and two current Directors from MEO
The Merged Group will benefit from the experience and depth of talent at the
Board and management level of both companies
1. Up to and including 4 November 2014
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Merged Group asset overview
Diversified portfolio of E&P assets - strong financial position to progress existing projects and new ventures
Scale will allow the Merged Group to add to the existing asset base - a distinct advantage to other ASX-listed E&P companies
Significant pipeline of new business opportunities in core focus areas
Material working interests
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Project: Indonesia - North
Sumatra Basin Permit: Seruway PSC Equity: 100%
Status: Appraisal /exploration /
relinquishing
Portfolio: Australia - North West 7 8
Shelf 4 2 3
Permit: WA-360-P, WA-361-P
Equity: 62.5% / 50%
Status: Exploration / divesting
Portfolio: Australia - North West 9
Shelf 6
Permit: WA-503-P Equity: 100% Status: Exploration
Project: Australia - Vulcan
Sub-Basin
Permit: AC/P50,P51,P53
Equity: 100%
Status: Exploration
Portfolio: Australia - Bonaparte
Gulf
Permit: NT/P68
Equity: 50% / 100%
Status: Appraisal
Portfolio: Australia -Tassie
Shoal Projects
Permit: Environmental approvals in place
Equity: 100%
Status: Early pre-FEED (methanol)
Portfolio: Australia - Bonaparte
Gulf Permit: WA-454-P Equity: 50%
Status: Appraisal / exploration /
farm out
MEO asset
Neon asset
Project: New Zealand - Onshore Taranaki
Permit: PEP 51153
Equity: 30%
Status: Farmed into
1 production / appraisal
Portfolio: Australia - Bonaparte
Gulf Permit: WA-488-P Equity: 100%
Status: Exploration / farm out
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Immediate priorities of the Merged Group
Take advantage of the Merged Group's1 strong cash position
Address corporate cost structure of the2 Merged Group
• The Merged Group will be in a strong financial position with a pro forma net cash balance of approximately $A37.0 million1
• This strong combined financial position will provide the Merged Group a platform to progress existing projects as well as opportunistically take advantage of new E&P investments as they arise, putting it at a distinct advantage to other junior E&P companies
• Disciplined approach to corporate overheads
• Consistent with delivering shareholder value and maintaining a strong financial position, the Merged Group will target a substantial reduction in annual corporate overheads from approximately A$8.5 million to approximately A$3.5 million
Take advantage of softer market for E&P3 opportunities
4 company with material levels of
production• Combined cash position will allow the Merged Group to contribute significant equity towards acquisition of production or advanced development assets and to bid for development opportunities
• Combined with a prudent approach to gearing, the Merged Group's cash position will allow it to comfortably target acquisitions up to US$50 million
• Create a cash generative E&P company
- ASX has comparatively few companies with production in the range of 0.5-1.0 mmboe
- This has been exacerbated by recent transactions including Nido (to be acquired by Bangchak) and Otto Energy (sale of Galoc interest to Risco)
• Over the longer term, seek to grow from this expanded production base into a diversified mid-cap producer
1. As at 30 September 2014. Based on Neon cash balance of A$25.3 million (including cash on deposit of
$A1.1 million and cash held in escrow of A$4.6 million) and MEO cash balance of A$11.7 million. Excludes merger implementation costs
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Strong comparative net cash position
Net cash position and market capitalisation of ASX listed E&P companies A$30 - A$100 million market capitalisation 68 65 39 37 32 25 17 19 80 52 41 43 39 15 81 81 83 76 61 51 38 37 32 31 12 12 9 5 4 3 2 2 (2) (4) (6) (7) (16) (21) (43)Net cash ($m)² Market capitalisation ($m)¹
1. ASX-listed E&P companies A$30million - A$100 million market capitalisation as at 31 October 2014
2. Net cash balance as at 30 September 2014. US dollar amounts converted at AUDUSD: 0.8794 as at 31 October 2014
3. Market capitalisation of the Merged Group has been derived by adding the market capitalisations for NEN and MEO as at 31 October 2014
4. The Merged Group pro forma cash balance excludes Merger implementation costs
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Board and management
• The leadership team of the Merged Group will reflect the nature of the transaction as a merger of equals
• The Board of the Merged Group will comprise two current directors from Neon and two current directors from MEO
• Alan Stein (the current Chairman of Neon and founder of Ophir Energy) will be Chairman of the Merged Group and Ken Charsinsky (the current Managing Director of Neon) will remain on the Board as a Non-Executive Director
• Stephen Hopley (the Acting Chairman of MEO) and Michael Sweeney (a current Non-Executive
Director of MEO) will join the Board of the Merged Group as Non-Executive Directors
• Peter Stickland (the current Exploration Manager of MEO and previous Chief Executive Officer of
Tap Oil) will be appointed Chief Executive Officer of the Merged Group
• As previously announced, Jürgen Hendrich (the current Managing Director of MEO) will step down from his role at the end of January 2015
• The headquarters of the Merged Group will be located in Melbourne
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Key conditions of the Merger
Key terms
Neon and MEO have entered into a Merger Implementation Agreement, which contains conditions including:
• receipt of regulatory and court approvals;
• MEO shareholder approval of the Merger (by at least 75% of votes cast and 50% of shareholders voting);
• an independent expert opining that the Merger is in the best interest of MEO shareholders;
• no material adverse change, prescribed occurrence or regulated event in Neon or MEO;
• all performance rights issued by Neon are cancelled for nil consideration and no such right vests prior to cancellation; and
• Neon shareholders not approving the resolution to approve the Evoworld proportional takeover offer for Neon or replacement of a majority of the Neon Directors with nominees of Evoworld at the Neon general meetings convened for 12 November 2014.
Other provisions
The MIA also includes customary clauses for both Neon and MEO including mutual break fees, no shop and no talk provisions as well as various other provisions relevant to the Merger, such as termination rights and the obligations of the companies in the lead up to implementation
The full terms of the MIA are included as Appendix A to the ASX announcement released in conjunction with this presentation
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Indicative timetable
Announcement of the Merger 5 November 2014
Cut-off date for proxies in relation to Evoworld's proportional
takeover over
2:00pm (WST)
10 November 2014
Cut-off date for proxies in relation to Evoworld's proposal to
replace Neon Directors
3:00pm (WST)
10 November 2014
Neon general meetings in relation to the Evoworld proportional takeover bid and
proposal to replace Neon Directors 12 November 2014
First Court hearing to approve scheme booklet and convene scheme meeting Mid December 2014
Scheme booklet despatched to MEO shareholders December 2014
Scheme meeting for MEO shareholders Late January 2015
Second Court hearing to approve the Scheme Late January 2015 / early February 2015
Merger implementation Late January 2015 / early February 2015
Timetable in relation to the Merger events is indicative only and subject to change. Further details on the timing and implementation of the Merger will be made available to MEO shareholders and Neon Shareholders upon release of the scheme booklet
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