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9 Additional information
9.1 Shares held by trustees, custodians and nominees
Trustees, custodians and nominees who hold EGL Shares should inform the beneficial owners of the EGL Shares about the Buy-back Offer, subject to any legal restrictions in the countries where the beneficial owners are resident, and provided the trustee, custodian or nominee is an EGL Eligible Shareholder, and then aggregate all acceptances received from beneficial owners. It is the responsibility of the trustee, custodian or nominee to submit one aggregated acceptance on behalf of all beneficial owners.
9.2 Consents and disclaimers of responsibility
None of the parties referred to below has made any statement that is included in this
Prospectus or any statement on which a statement made in this Prospectus is based, except as specified below. Each of the parties referred to below, to the maximum extent permitted by law, expressly disclaims, and takes no responsibility for, any part of this Prospectus, other than the reference to its name and a statement included in this Prospectus with the consent of that party, as specified below:
(a) Computershare Investor Services Pty Limited has given, and has not withdrawn, its consent to be named as the Share Registry to the Company in the form and context in which it is named.
(b) Ernst & Young Transaction Advisory Services Limited has given, and has not withdrawn, its consent to be named as the Independent Expert in the form and context in which it is named.
(c) King & Wood Mallesons has given, and has not withdrawn, its written consent to be named as lawyers to the Company in the form and context in which it is named.
(d) Norton Rose LLP has given, and has not withdrawn, its consent to be named as lawyers to the Company in the form and context in which it is named.
(e) EGL UK has given, and has not withdrawn, its consent to be named as the wholly owned subsidiary of the Company.
(f) Julien Moulin has given, and has not withdrawn, his consent to being named as the Executive Chairman of the Company, a Director, and director of EGL UK.
(g) Frederic Briens has given, and has not withdrawn, his consent to being named as the Chief Executive Officer of the Company and a director of EGL UK.
(h) Johannes Niemetz has given, and has not withdrawn, his consent to being named as the Chief Financial Officer and Chief Operating Officer of the Company and a director of EGL UK.
(i) Each of Rod Bresnehan and Sebastian Hempel has given, and has not withdrawn, his consent to being named as a Director.
The Company and the Board have made inquiries to EGL UK and have placed reliance on the information provided by EGL UK, it being noted that EGL UK is the body whose securities are being offered.
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9.3 Interests of experts and advisers
Except as set out in this Prospectus, no person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus:
(a) has any interest or has had any interest during the last 2 years, in the formation or promotion of EGL UK, or in property acquired or proposed to be acquired by EGL UK in connection with its formation or promotion, or the Buy-back Offer; and
(b) no amount has been paid or agreed to be paid, and no benefit has been given, or agreed to be given, to any such person in connection with the services provided by the person in connection with the formation or promotion of EGL UK, or the Buy-back Offer.
The Company has engaged the following professional advisers:
(a) Ernst & Young Transaction Advisory Services Limited has acted as the Independent Expert to the Company in relation to the Buy-back Offer. The Company has paid, or agreed to pay, approximately A$40,000 (plus disbursements and GST) for these services.
(b) King & Wood Mallesons has acted as Australian law legal adviser to the Company in relation to the Buy-back Offer. The Company has paid, or agreed to pay,
approximately A$235,000 (plus disbursements and GST) for these services.
(c) Norton Rose LLP has acted as English law legal adviser to the Company in relation to the Buy-back Offer. The Company has paid, or agreed to pay, approximately
£60,000 for these services.
9.4 Interests of directors of EGL UK
Other than set out below or elsewhere in this Prospectus:
(a) no director or proposed director of EGL UK has, or has had in the 2 years before lodgement of this Prospectus, any interest in the formation or promotion of EGL UK, or the Buy-back Offer, or in any property proposed to be acquired by EGL UK in connection with information or promotion of the Buy-back Offer; and
(b) no amounts have been paid or agreed to be paid and no benefit has been given or agreed to be given, to any director or proposed director of the Company either to induce him to become, or to qualify him as a director, or otherwise for services rendered by him in connection with the promotion or formation of EGL UK or the Buy-back Offer.
None of the directors of EGL UK currently hold any EGL UK Shares or any options in EGL UK.
Payment to directors
EGL UK has an employment contract with each director of EGL UK. An amount of
approximately £20,000 per annum is currently to be paid by EGL UK to each of the directors of EGL UK for the current year.
Under EGL UK’s Articles of Association, the directors are entitled to such remuneration as the directors (or any committee as the board may authorise) determine for their services as directors of EGL UK and for any other service which they undertake for EGL UK.
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9.5 Shareholdings of directors of the Company
As at the date of this Prospectus, the following Directors or their associates have a beneficial interest in EGL Shares and may accept the Buy-back in respect of those EGL Shares:
Director No. of EGL Shares % issued capital
Rod Bresnehan 46,950 0.02%
Sebastian Hempel 21,000 0.01%
9.6 Related party transactions
Please refer to section 3.7 in relation to the Gazonor Valenciennois Permit Farmout Agreement, the Gazonor Sud-Midi Permit Farmout Agreement and the Production Sharing Agreement.
9.7 ASIC relief
The proposed Buy-back Offer will be conducted by way of a selective buy-back under section 257D of the Corporations Act. Section 257D(1) of the Corporations Act prescribes that the terms of the buy-back agreement must be approved before it is entered into by either:
(a) a special resolution passed at a general meeting of the company, with no votes being cast in favour of the resolution by any person whose shares are proposed to be bought back or by their associates; or
(b) a resolution agreed to, at a general meeting, by all ordinary shareholders;
or the agreement must be conditional on such an approval.
The Company has been granted an exemption from ASIC under section 257D(4) of the Corporations Act from the operation of section 257D of the Corporations Act, to the extent that subsection 257D(1)(a) requires no votes be cast in favour of the resolution by any person whose shares are proposed to be bought back or by their associates.
9.8 ASX relief
The Company has been granted a waiver by ASX from Listing Rule 14.11 so that no voting exclusions apply to Resolution 3 and the Company is not required to set out a voting
exclusion statement, on the basis that any substantial holder who holds or held 10% or more of EGL Shares on the Record Date or at any time in the 6 months prior to the Record Date will not have an interest in the proposed Buy-back that is different from the interests of any other EGL Eligible Shareholders and, accordingly, they should be permitted to vote.
In addition, ASX has granted the Company a waiver from Listing Rule 3.8A to permit the Company to lodge an Appendix 3F on the second business day after the Closing Date.
9.9 Expenses of the Buy-back Offer
The total estimated expenses of the Buy-back Offer payable by the Company including ASX and ASIC fees, legal fees, share registry fees, printing costs, public relations costs and other miscellaneous expenses are estimated to be approximately $610,000.
9.10 Privacy
We collect personal information from you in order to process your application, provide facilities and services to applicants and undertake appropriate administration. To do that, we may disclose your personal information to our agents, contractors or third party providers to whom
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we outsource services such as mailing functions, registry and accounting (Service Providers).
If you do not provide us with your personal information we may not be able to process your application. In most cases you can gain access to the personal information that we hold about you. We aim to ensure that the personal information we retain about you is accurate, complete and up-to-date. To assist us with this, please contact us if there is a change to any of the details that you have provided to us. If you have concerns about the completeness or accuracy of the information we have about you, we will take steps to correct it.
9.11 Authorisation
This Prospectus is issued by the Company. Each Director has consented to the lodgement of the Prospectus with ASIC.