Apex Opportunities Fund

A$250m offer with Pacific Equity Partners for Zenith Energy

June 2020

On 1 June 2020, Zenith Energy Limited ("Zenith") announced a revised scheme where Apex Opportunities Fund Pty Limited ("Apex") has joined Elemental Infrastructure BidCo Pty Ltd’s ("Elemental") A$1.01 per share offer for Zenith previously announced on 9 March 2020.

Apex, an entity controlled by Infrastructure Specialist Asset Management Ltd (as trustee of the Diversified Infrastructure Trust) ("ICG") and OPSEU Pension Plan Trust Fund ("OPT"), is a 17.6% shareholder of Zenith. Elemental is an entity controlled by funds managed or advised by Pacific Equity Partners Secure Assets Fund ("PEP").

Under the revised offer, shareholders will continue to be offered A$1.01 per Zenith share in cash, which equates to an enterprise value for the company of approximately A$250 million or 8.3x FY20 EBITDA ("Offer"). The Offer price represents a 45.5% premium to the 1-week VWAP of Zenith shares prior to the initial scheme announcement of $0.694/share.

Zenith's Directors have unanimously recommended the Offer in the absence of a superior proposal, and subject to an Independent Expert concluding that the Offer is in the best interests of Zenith shareholders. The first court hearing is due in late June, with the scheme expected to become effective in early August. Zenith is an ASX-listed Western Australian company which provides remote power generation solutions, using thermal and sustainable fuel sources, for predominantly mining projects in the Asia Pacific region. It currently owns installed generation capacity of approximately226MW.

Azure acted as financial adviser to Apex consortium members OPT and ICG on the Offer, including providing valuation, structuring and strategic advice, and negotiating relevant transaction agreements.