Pan-Asia Index Rebalances/ Events/ Delta One, Periscope Analytics

Brian Freitas

Highly experienced ex-Delta One trader with 17 years of experience trading arbitrage and related strategies across Asian markets.

Exempt Financial Adviser (EFA) under CrossASEAN Research Pte Ltd.

It is important to note that the information provided by Periscope Analytics is based on publicly available data and own knowledge, which has been gathered and synthesized from a variety of sources. While every effort has been made to ensure the accuracy and completeness of the information provided, it is not guaranteed to be free from errors or omissions.

All forecasts and estimates are based on information that has been obtained from public sources that are considered to be reliable. The sources include, but are not limited to, company announcements, exchange filings, ETF and other passive investment vehicle holdings, and free float and volume data from third-party data providers. Periscope Analytics does not guarantee the accuracy and completeness of the forecasts, estimates and/or other information.

Pan-Asia Index Rebalances/ Events/ Delta One

Z Energy (ZEL NZ) Tentatively Backs Ampol's Approach

Z Energy (ZEL NZ) Enters Into Scheme With Ampol

Z Energy (ZEL NZ): Scheme Booklet Out. Meeting On The 25 March

Event-Driven

Earlier today, <a href="https://www.smartkarma.com/entities/ampol-ltd" target="_blank" data-smartkarma-citation="entities:345:1" rel="noopener">Caltex Australia (ALD AU)</a> announced that it has submitted a non-binding indicative proposal to acquire <a href="https://www.smartkarma.com/entities/z-energy-ltd" target="_blank" data-smartkarma-citation="entities:9838:1" rel="noopener">Z Energy Ltd (ZEL NZ)</a> for NZ$3.78/share, valuing the company at around NZ$2bn and representing an implied Enterprise Value of NZ$2.8bn. The proposal would be implemented by way of a scheme of arrangement.The offer price represents a premium of 22% to the close the day before the offer was made and is a 24% premium to the last close. But the offer is also 40% lower than the close price two years ago and 50% lower than the close price three years ago.A dividend mechanism has been proposed that would permit <a href="https://www.smartkarma.com/entities/z-energy-ltd" target="_blank" data-smartkarma-citation="entities:9838:1" rel="noopener">Z Energy Ltd (ZEL NZ)</a> to pay a dividend on implementation of the scheme equal to NZ$0.055/share, per calendar day for each day that financial close extends beyond 31 March 2022, up to a limit of NZ$0.10/share.The transaction is subject to negotiation of a Scheme Implementation Agreement (SIA), <a href="https://www.smartkarma.com/entities/ampol-ltd" target="_blank" data-smartkarma-citation="entities:345:1" rel="noopener">Caltex Australia (ALD AU)</a> and <a href="https://www.smartkarma.com/entities/z-energy-ltd" target="_blank" data-smartkarma-citation="entities:9838:1" rel="noopener">Z Energy Ltd (ZEL NZ)</a> board approval, <a href="https://www.smartkarma.com/entities/z-energy-ltd" target="_blank" data-smartkarma-citation="entities:9838:1" rel="noopener">Z Energy Ltd (ZEL NZ)</a> shareholder approval, New Zealand High Court approval, and regulatory clearances under the New Zealand Commerce Act and Overseas Investment Act.To partially fund the transaction, <a href="https://www.smartkarma.com/entities/ampol-ltd" target="_blank" data-smartkarma-citation="entities:345:1" rel="noopener">Caltex Australia (ALD AU)</a> could issue around A$600m of stock to <a href="https://www.smartkarma.com/entities/z-energy-ltd" target="_blank" data-smartkarma-citation="entities:9838:1" rel="noopener">Z Energy Ltd (ZEL NZ)</a> shareholders or conduct a pro rata entitlement offer to its own shareholders.We feel that the <a href="https://www.smartkarma.com/entities/z-energy-ltd" target="_blank" data-smartkarma-citation="entities:9838:1" rel="noopener">Z Energy Ltd (ZEL NZ)</a> board is still not convinced that the deal price is a good level for shareholders and it could take a bump to get this through. There could also be other players that enter the fray now that they know <a href="https://www.smartkarma.com/entities/z-energy-ltd" target="_blank" data-smartkarma-citation="entities:9838:1" rel="noopener">Z Energy Ltd (ZEL NZ)</a> could consider a deal.

Earlier today, Caltex Australia (ALD AU) announced that it has submitted a non-binding indicative proposal to acquire Z Energy Ltd (ZEL NZ) for NZ$3.78/share, valuing the company at around NZ$2bn and representing an implied Enterprise Value of NZ$2.8bn. The proposal would be implemented by way of a scheme of arrangement.The offer price represents a premium of 22% to the close the day before the offer was made and is a 24% premium to the last close. But the offer is also 40% lower than the close price two years ago and 50% lower than the close price three years ago.A dividend mechanism has been proposed that would permit Z Energy Ltd (ZEL NZ) to pay a dividend on implementation of the scheme equal to NZ$0.055/share, per calendar day for each day that financial close extends beyond 31 March 2022, up to a limit of NZ$0.10/share.The transaction is subject to negotiation of a Scheme Implementation Agreement (SIA), Caltex Australia (ALD AU) and Z Energy Ltd (ZEL NZ) board approval, Z Energy Ltd (ZEL NZ) shareholder approval, New Zealand High Court approval, and regulatory clearances under the New Zealand Commerce Act and Overseas Investment Act.To partially fund the transaction, Caltex Australia (ALD AU) could issue around A$600m of stock to Z Energy Ltd (ZEL NZ) shareholders or conduct a pro rata entitlement offer to its own shareholders.We feel that the Z Energy Ltd (ZEL NZ) board is still not convinced that the deal price is a good level for shareholders and it could take a bump to get this through. There could also be other players that enter the fray now that they know Z Energy Ltd (ZEL NZ) could consider a deal.

Ampol's NBIO for Z Energy: May Need More to Go Through