This Notice is being issued to provide Participants with further information in relation to the bid and details the acceptance process through CHESS.

Participating Organisations are advised of the following trading and settlement issues in connection with the proportional bid made by Acta Investment Group Pty Ltd (“Acta Investment Group”) for 25% of the ordinary shares of Helix Resources Limited (“HLX”) ("Proportional Bid" or "offer"). Acta Investment Group’s Proportional Bid is open, subject to extension or withdrawal, during the period 29 October 2024 to 15 January 2025 inclusive. Due to the proportional nature of the Acta Investment Group offer, which is for up to 25% of each other HLX shareholder’s holding, the trading arrangements set out in this notice are necessary during the offer period in order to comply with the Corporations Act 2001 (Cth) ("Corporations Act").

Corporations Act 2001

Section 653B(1) of the Corporations Act operates to ensure that a transferee of shares in respect of which a takeover bid has been made has the same rights to accept the offer in respect of those shares as the original holder of those shares to whom an offer has been made in accordance with section 633.  The consequences of section 653B in the context of a Proportional Bid are:

1.          If the original offeree has sold all of their shares in the target company before accepting the offer made to them as the holder shown on the company’s register of members, a corresponding offer is deemed to have been made to the transferee.

2.         Once the original offeree has accepted the offer, none of their remaining holding can be sold on a Cum Offer basis.  A transferee of the remaining holding of a person who has accepted a proportional offer is not eligible to accept the proportional takeover offer in respect of those transferred shares. 

3.         Where the original offeree sells part of their shareholding before accepting the proportional takeover offer, then a new offer is deemed to be made to them in relation to their remaining shares, and a corresponding offer is deemed to be made to the transferee in relation to the transferred shares.

Hence, the section operates as if the offer travels with the shares initially held by the original offeree, until the offer is accepted in relation to those shares by the person who is the holder of them, or is entitled to be registered in relation to them.

What do I need to do by when?

Trading and Settlement Arrangements

Deferred Settlement Ex Offer Market

A deferred settlement “Ex Offer” market will be established in HLX’s ordinary shares (ASX Code: HLXE).  This market should only be used by offerees who have lodged an acceptance for the Proportional Bid and wish to trade the remainder of their holding on-market.  This Ex Offer market will continue for the duration of Acta Investment Group’s Proportional Bid.  Settlement of trades conducted in the Ex Offer market will be deferred until after the completion of Acta Investment Group’s Proportional Bid.  Acta Investment Group’s Proportional Bid is scheduled to close at 7pm (Sydney time) 15 January 2025, unless extended.

The following market quotations and protection procedures will apply in respect of Acta Investment Group’s Proportional Bid:

a)       As from the commencement of trading on 29 October 2024, HLX’s ordinary shares will be quoted as follows:

    Cum Offer (ASX code: HLX) – in respect of ordinary shares capable of acceptance of the Acta Investment Group Proportional Bid.  The Cum Offer market trades on a normal T + 2 settlement basis.

    Deferred Ex Offer (ASX code: HLXE) – in respect of ordinary shares not capable of acceptance of the Acta Investment Group Proportional Bid.  These shares represent "remaining balance" shares retained by shareholders who have accepted the Proportional Bid.  The Ex Offer market trades on a deferred settlement basis.

    The following timetable will apply in relation to these quotations:

NB: The closing date of Acta Investment Group’s Proportional Bid is subject to extension by Acta Investment Group.  No trades conducted in the Ex Offer market can be settled until after the conclusion of Acta Investment Group’s Proportional Bid.  If the Proportional Bid is extended, then the settlement date for trades conducted in the Ex Offer market will also be extended.  Persons who trade in the Ex Offer market should be aware that the settlement date is subject to the possibility of extension in this manner.

b)       Where a Participating Organisation receives a selling order for ordinary shares in HLX on a Cum Offer basis during the Acta Investment Group Proportional Bid period, it is the responsibility of that Participating Organisation to ensure that the ordinary shares are shares in respect of which the Acta Investment Group Proportional Bid can be accepted.  If it should be subsequently proved that the ordinary shares were Ex Offer shares, the Participating Organisation will be required to make good delivery by supplying Cum Offer shares.

c)       It is the responsibility of the buying Participating Organisation to contact those clients who are or become holders of Cum Offer HLX shares, but who have not or do not receive a bidder's statement and acceptance form from Acta Investment Group to ascertain whether those clients may wish to accept the Acta Investment Group Proportional Bid.

CHESS Takeover Acceptances: The method by which acceptances of the Acta Investment Group Proportional Bid will be processed in CHESS has implications for persons holding shares in HLX on the CHESS subregister who wish to both accept the Acta Investment Group Proportional Bid and sell the remainder of their holding on-market. Participating Organisations are referred to ASX Notice 1255.24.10 for important information on how acceptances of the Acta Investment Group Proportional Bid will be processed in CHESS.

HLX shareholders are entitled to accept the offer for 25% of their shares, or less than 25% of their shares. Acceptance of the Proportional Bid in CHESS must be effected in such a way that Acta Investment Group acquires not more than 25% of each holding of ordinary shares in HLX (other than Acta Investment Group's own holding of ordinary shares in HLX). However, if acceptance of the offer would result in a HLX shareholder’s remaining shares being less than a marketable parcel, the offer extends to the whole parcel of their shares and if they accept the offer they will be deemed to have accepted for (and will receive consideration for) 100% of their HLX shares on the terms set out in the bidder’s statement and in accordance with section 618 of the Corporations Act (as modified by Class Order 13/521).

Pursuant to the bidder’s statement, “marketable parcel” means a parcel of shares with a value of not less than $500 based on the “cum-Offer” ASX closing price of HLX shares on the date that is the most recent trading day before the relevant acceptance of the offer is received.

Offerees who do not wish to accept the Proportional Bid may continue to trade their holding on a T+2 basis, in the Cum Offer market (ASX code: HLX).  This will enable the buyer to accept the Acta Investment Group Proportional Bid.

Need more information?

Issued by

Rebecca Hayes, Senior Officer, Equity Post Trade Operations

Contact information

Rebecca Hayes
1800 623 571
chesscsops@asx.com.au

General Information

Participants should refer to Section 13 of the CHESS Procedure Guidelines for Participants and Section 14 of the ASX Settlement Operating Rules for further information concerning the processing of Takeover Acceptance Messages for a CHESS Holding of securities. Some of these issues are summarised below. 

• A Participant must initiate acceptance of an offer by transmission of an EIS type ‘031’ message (Takeover Acceptance) where the securities in question are held in a CHESS Holding. The Participant will receive a ‘032’ message (Effected Takeover Acceptance) from CHESS in response. 
• In addition to the electronic notification to the Participant, paper notification will be sent directly to the Holder as securities are reserved in an offer-accepted subposition. Any change to the balance of securities in subposition will generate further electronic advice to the Participant and paper advice to the Holder.
• Where a Participant receives instructions from a Sponsored Holder, the Participant is required under the ASX Settlement Operating Rules to initiate acceptance of an offer:
• if the Holder specifies the time when or by which the offer must be accepted, in accordance with those instructions; otherwise 
• by End of Day on the date of receipt of instructions from the Holder. Where the offer closes on the date of receipt of instructions then prior to the close of the offer. 

Participants should therefore retain, as a minimum, a record of the date on which instructions to accept an offer are received from a Sponsored Holder.

Disclaimer