Question

Answer

Who is the Bidder?

Australian Pipeline Limited as responsible entity of Australian Pipeline Trust. The Bidder is part of APA Group, which is Australia's largest natural gas infrastructure business.  Please refer to section 4 of the Bidder’s Statement for further information on APA Group.

What was the Offer?

The Bidder offered to acquire all of your EPX Securities for A$1.88 in cash for each EPX Security you held, on the terms set out in section 8 of the Bidder’s Statement.

The Offer closed at 7.00pm (Sydney time) on 30 May 2016 with APA holding a relevant interest in over 95% of EPX Securities.

On 11 May 2016, APA commenced the process to compulsorily acquire any remaining EPX Securities not acquired under the Offer.

What is the Bidder’s Statement?

The Bidder’s Statement was prepared by the Bidder for distribution to EPX Securityholders.  It sets out the terms of the Offer for your EPX Securities and information relevant to your decision whether or not to accept the Offer.

The Bidder’s Statement is an important document.  You should read the Bidder’s Statement in its entirety.  If you are in any doubt as to how to deal with the Bidder’s Statement, you should consult your financial or other professional adviser as soon as possible.

What premium does the Offer represent over the price of my EPX securities?

The Offer Price plus the distribution declared by EPX for the March 2016 quarter of 3.25 cents per EPX Security, represents a premium of: 

  • 30.1% to the last closing price of EPX Securities on 4 March 2016 of A$1.47, the last unaffected trading day prior to announcement of the Offer;
  • 33.7% to the 1 week VWAP to 4 March 2016 of EPX Securities of A$1.43;
  • 37.6% to the 1 month VWAP to 4 March 2016 of EPX Securities of A$1.39; and
  • 31.0% to the 3 month VWAP to 4 March 2016 of EPX Securities of A$1.46.

The Offer Price only, which does not include the distribution declared by EPX for the March 2016 quarter, represents a premium of 27.9% to the last closing price of EPX Securities on 4 March 2016 of A$1.47, the last unaffected trading day prior to announcement of the Offer. 

Further details of the premium represented by the Offer are set out in section 1.2 of the Bidder’s Statement.

What are the tax implications for me of the Offer?      

Please consult your financial or other professional adviser on the tax implications of accepting the Offer. However, a general summary of some of the potential Australian tax consequences is set out in section 7 of the Bidder’s Statement. That section is a general outline only and does not provide advice on your own individual circumstances.

What if I am a Foreign EPX Securityholder?

Foreign securityholders will be paid the same Australian dollar denominated cash consideration as all other EPX Securityholders under the offer, which will be paid via a cheque drawn on an Australian Branch in Australian Dollars. However, the tax consequences under the Offer may be different to securityholders who are an Australian Resident. Accordingly, foreign securityholders should seek advice in relation to tax implications of accepting the offer in their jurisdiction.

For further information regarding any restrictions on you receiving any consideration for your EPX Securities, please see section 10.6 of the Bidder’s Statement.

If I accepted the Offer, when will I be paid?

If you accepted the Offer before 7.00pm (Sydney times) 30 May 2016, you will be paid the Offer Price within 5 Business Days from receipt of your valid acceptance.

The Offer closed at 7.00pm (Sydney time) on 30 May 2016 with APA holding a relevant interest in over 95% of EPX Securities. As a result, APA will now compulsorily acquire any remaining EPX Securities not acquired under the Offer.

Payments under the compulsory acquisition process will be made on a timeline consistent with the requirements of the Corporations Act and this payment will take longer than the 5 Business Days if you had validly accepted the Offer before the Closing Date.

When did the Offer close?

The Offer closed at 7.00pm (Sydney Time) on 30 May 2016. APA advised on the 11 May 2016 that the Offer was extended until the 30 May 2016 and that it would not be further extended.
What is compulsory acquisition?

Compulsory acquisition is a legal process which permits a bidder to acquire all outstanding securities in a target company at the takeover offer price, if, following a takeover, the bidder obtains an interest in more than 90% of the target’s securities.

APA announced on the 11 May that it would proceed to compulsory acquisition of EPX as it had reached over 90% relevant interest and the Offer closed.

As at 16 June 2016, APA has completed the compulsory acquisition process and EPX Securityholders must submit a Claim Form to receice their consideration.

Can I really be forced to sell my securities?

Yes, APA is entitled by law to compulsorily acquire your securities, subject to complying with the process set out in Chapter 6A.1 of the Corporations Act, the details of which are set out on the compulsory acquisition notice sent to securityholders by APA on 11 May 2016.
What should I do now? 

If your Acceptance Form was received by Link Market Services prior to the Closing Date (being 7.00pm (Sydney time) on 30 May 2016), you will be paid the Offer Price within 5 Business Days from receipt of your valid acceptance.

If your Acceptance Form was not received by Link Market Services prior to the Closing Date, your EPX Securities will be compulsorily acquired by APA. Payments under the compulsory acquisition process will be made on a timeline consistent with the requirements of the Corporations Act and this payment will take longer than the 5 Business Days for those EPX Securityholders that validly accepted the Offer before the Closing Date.

The compulsory acquisition process has now been completed, and all EPX Securityholders that did not validly accept the Offer before 7.00pm (Sydney time) on 30 May 2016 were sent a Claim Form on 16 June 2016. This notification advises remaining EPX Securityholers that the EPX RE holds the consideration payable under the compulsory acquisition process on trust for those EPX Securityholders and requested payment instructions.  Payments under the compulsory acquisition process will be made on a timeline consistent with the requirements of the Corporations Act and this payment will take longer than the 5 Business Days for those EPX Securityholders that validly accepted the Offer before the Closing Date.

How do I receive my money?

All EPX securityholders whose securities have been compulsorily acquired should complete and return the Claim Form, which was mailed to all outstanding securityholders on the16 June 2016. You should complete, sign and return the form to Link and payment will be made within approximately 7 days of your form being received and processed.

When will I be paid?

In order for you to receive your consideration, you need to complete and return your Claim Form, which was mailed to you on the 16 June 2016. Payment will be made within approximately 7 days of your form being received and processed.

Can I be paid by direct credit to my bank account?

No, all payments are made by cheque in Australian dollar currency.

Will EPX Remain a listed company?

No. EPX Securities were suspended from trading on the ASX on 18 May 2016 and have delisted from the ASX on 16 June 2016.

Can I sell my EPX Securities on market?

No. EPX Securities were suspended from trading on the ASX on 18 May 2016 and have been delisted from the ASX on 16 June 2016. Selling your EPX Securities on market is therefore no longer an option.

Where do I send my Claims Form?

Once you have completed and signed your Claims Form, you should send it in the Reply Paid envelope provided, or return it to:

 

By mail:

Ethane Pipeline Income Fund Takeover

c/- Link Market Services Limited

Locked Bag A14

Sydney South NSW 1235

 

By hand delivery:

Ethane Pipeline Income Fund Takeover

c/- Link Market Services Limited

1A Homebush Bay Drive

RHODES NSW 2138

Will I need to pay brokerage or stamp duty if my shares are compulsorily acquired?

 No

What if I require further information?

You can call the APA Securityholder Information Line on 1800 992 312 (toll free within Australia) or +61 1800 992 312 (from outside Australia) between 8.30am and 7.30pm (Sydney Time), Monday to Friday.