http://clients3.weblink.com.au/clients/_88energy/...eadlineid=698292318 June 2020
88 ENERGY DECLARES XCD ENERGY TAKEOVER OFFERS
UNCONDITIONAL AND ACCELERATES PAYMENT TERMS
88 Energy declares XCD Energy recommended Takeover Offers unconditional
The offer consideration has been declared final and will not be increased
Payment terms accelerated to 7 business days on receipt of valid acceptances
XCD Energy Board continues to unanimously recommend acceptance of the takeover offers in the
absence of a superior proposal and subject to the Independent Expert continuing to conclude that the
Offers are reasonable
88 Energy has a relevant interest in 59.27% of XCD Energys shares and 28.53% of XCD Energys listed
options
Takeover Offers currently scheduled to close at 7.00pm (Sydney time) on 25 June 2020 (unless extended
or withdrawn)
88 Energy Limited (ASX: 88E; AIM: 88E) ("88 Energy") is pleased to announce that it has declared its recommended
off-market takeover offers (Offers) for all of the ordinary shares and listed options in XCD Energy Limited
(ASX: XCD) (XCD Energy) free from all defeating conditions.
As at 7pm (Sydney time) on 17 June 2020, 88 Energy had a relevant interest in 59.27% of XCD Energys shares and
28.53% of XCD Energys listed options.
Notices in accordance with section 650F and section 630(3) of the Corporations Act 2001 (Cth) (Corporations Act)
were provided to XCD Energy today and are attached to this announcement as Annexure A and Annexure B
respectively.
ACCELERATED PAYMENT TERMS
88 Energy confirms that XCD Energy shareholders and listed option holders who validly accepted the Offers made
to them before they were declared unconditional will be issued their consideration by 26 June 2020. Any XCD Energy
shareholders and listed option holders who are yet to validly accept the Offers made to them will be issued with
their 88 Energy shares and listed options within 7 business days of their acceptance being processed.
BEST AND FINAL OFFERS
88 Energy notes its Offers of:
2.4 new 88 Energy shares for every 1 of your XCD Energy shares; and
0.7 new 88 Energy shares for every 1 of your XCD Energy listed options,
are 88 Energys BEST AND FINAL OFFERS which will not be increased.
MINORITY SHAREHOLDERS IN XCD ENERGY
If 88 Energy acquires a relevant interest in XCD Energy of 90% or more, 88 Energy intends to proceed with
compulsory acquisition of any outstanding XCD Energy shares and listed options under Part 6A of the Corporations
Act. If this occurs, XCD Energy security holders who have their XCD Energy shares and listed options acquired
compulsorily will NOT be eligible for accelerated payment terms.
www. 88energy.com ABN 80 072 964 179
Level 2, 5 Ord Street, West Perth WA 6005 PO Box 1674, West Perth WA 6872 Australia Phone +61 8 9485 0990
The Board of 88 Energy advises that, if remaining XCD Energy shareholders and listed options do not accept the
Offers, and 88 Energy does not reach compulsory acquisition thresholds (which include a 90% relevant interest in
XCD Energy) by the closing date of the Offers, they will remain a minority shareholder in XCD Energy with reduced
influence in the running of the business. Should this occur, decisions made in respect of XCD Energys business,
under the control of 88 Energy, may impact XCD Energy shareholders and listed option holders who do not accept
the Offers.
Further, 88 Energys controlling position may affect the liquidity of the minority holders of securities in XCD Energy.
This may increase the difficulty for minority securityholders to sell their XCD Energy shares or listed options at an
attractive price. 88 Energy has indicated that it intends to have XCD Energy removed from the ASX, which would
considerably decrease the liquidity for remaining XCD Energy shareholders and listed option holders.
HOW TO ACCEPT THE OFFERS
88 Energy urges all XCD Energy security holders who have not yet accepted the Offers made to them to
ACCEPT WITHOUT DELAY and take advantage of the accelerated payment terms to become an 88 Energy security
holder.
The Offers are currently scheduled to close on 7.00pm (Sydney time) on 25 June 2020.
Acceptance forms have been provided to XCD Energy listed securityholders. Securityholders who hold their
XCD Energy shares and/or listed options through CHESS can instruct their broker to accept the Offers on their behalf.
If you have any queries in relation to how to accept the Offers or any other matter pertaining to the Offers, please
do not hesitate to contact the 88 Energy Offer Information Line on 1300 095 745 (within Australia) or
+61 3 9415 4300 (from outside Australia).
This announcement has been authorised by the Board of 88 Energy.