Amadeus Energy

A$134m Acquisition of Lonestar Resources, Inc

September 2012

On 22 October 2012, Amadeus Energy Limited (Amadeus), an ASX listed oil and gas company with a portfolio of producing conventional assets onshore US, announced that it had entered into a binding sale and purchase agreement to acquire Ecofin Energy Resources Plc (EER), the holding company for Texas-based Lonestar Resources, Inc., from its controlling shareholder Ecofin Water & Power Opportunities plc and other minority investors.

In consideration, following receipt of shareholder approval, Amadeus would issue 460 million new ordinary shares to the owners of EER, with a further 40 million shares to be issued to the owners of EER within 18 months upon the satisfaction of a number of conditions.

On 4 December 2012, the terms of the transaction were modified to include:

  • Amadeus paying a special unfranked dividend of 2 cents per ordinary share to Amadeus shareholders (other than the vendors of EER); and
  • The vendors of EER to be issued with an additional 15 million shares within 18 months upon satisfaction of a number of conditions.

The transaction completed on 2 January 2013, resulting in the creation of a leading ASX-listed mid-cap oil and gas company (re-named to Lonestar Resources Limited) with a portfolio of US onshore conventional and unconventional assets, including material exposure to the Eagle Ford Shale in Texas, as well as acreage prospective for the Bakken / Three Forks formations in the Williston Basin, Montana.

Azure acted as financial adviser to Amadeus on all aspects of the transaction.