Announcement • Jul 03
Horizon Oil Limited (ASX:HZN) completed the acquisition of 37.13% stake in Cue Energy Resources Limited (ASX:CUE) from Cogent Nominees Pty Limited and Echelon Resources Limited (ASX:ECH) for AUD 31.45 million.
Horizon Oil Limited (ASX:HZN) proposed to acquire 80.01% stake in Cue Energy Resources Limited (ASX:CUE) from Cogent Nominees Pty Limited and Echelon Resources Limited (ASX:ECH) for AUD 80.1 million on March 2, 2026. As part of consideration each shareholder of Cue Energy Resources Limited will receive cash amount of AUD 0.008 per share and 0.5625 of a Horizon Share valued at AUD 0.135. If Horizon is successful in acquiring all of the Cue Shares on issue, existing Cue Shareholders will hold 16.31% of the Combined Group and existing Horizon Shareholders will own 83.69% of the Combined Group. Horizon acquired this Relevant Interest by entering into a Pre bid Agreement with Echelon Offshore Limited (Echelon), Cue’s largest shareholder, to acquire these Cue Shares at AUD 0.115 per share for 139,885,879 Cue Shares, representing approximately a 19.99% stake. The Cash Consideration will be funded from existing cash reserves of Horizon.
At the conclusion of the compulsory acquisition process, Horizon intends to procure the removal of Cue from the official list of the ASX. Following the acquisition of Cue on Successful Offer Completion, Horizon intends to replace all of the directors of Cue with nominees of Horizon (as Horizon expects that Cue will be a wholly owned subsidiary of Horizon).
The transaction is subject to 50.1% Minimum Acceptance Condition; the Regulatory Approval Conditions; the Minimum Bid Price Condition; conditions relating to the assertion or exercise of rights under any joint venture agreements or material contracts to which Cue or a Cue Group Member is a party; and certain conditions relating to conduct of the Cue Group’s business, including no material acquisitions, disposals or new commitments, litigation, or regulatory action. If Horizon and its Associates collectively have a Relevant Interest in at least 90% of Cue Shares during or at the end of the Offer Period, Horizon intends to compulsorily acquire all of the outstanding Cue Shares. As of March 4, 2026, the Cue Board has appointed an Independent Board Committee and Cue shareholders are advised not to take any action in relation to the Horizon Takeover Offer at this stage. The tender offer will close on June 5, 2026. As of March 27, 2026, the condition for minimum acceptance has been completed. As of April 7, 2026, the independent Board committee of Cue has recommended the shareholder to reject the offer. As per the announcement dated May 27, 2026 the transaction has fulfilled the Crown Minerals Act 1991 (NZ)) condition the now free of that condition. As per the announcement dated May 29, 2026 the transaction has received Ministerial consent under the Petroleum Act 1984 (NT) and the Petroleum (Prospecting and Mining) Act 1980 (NT). As of June 9, 2026, the offer date will close on June 19, 2026.
Rhys Casey and Matt McKeown of King & Wood Mallesons acted as legal advisor to Horizon Oil Limited. Computershare Investor Services Pty Limited acted as registrar to Horizon Oil Limited. Gilbert and Tobin acted as legal advisor and Azure Capital Pty Ltd. acted as financial advisor to Cue Energy Resources. The fees paid in connection with the preparation and distribution of this Bidder’s Statement and for services provided in connection with the Offer including legal, accounting, taxation and registry fees total approximately AUD 1 million.
Horizon Oil Limited (ASX:HZN) completed the acquisition of 37.13% stake in Cue Energy Resources Limited (ASX:CUE) from Cogent Nominees Pty Limited and Echelon Resources Limited (ASX:ECH) on July 2, 2026. Following the completion Horizon Oil Limited's shareholding in Cue Energy Resources Limited is now 57.03%.
Following completion of the acquisition, Horizon nominated Bruce Clement, Richard Beament, Gavin Douglas and Kyle Keen to the Cue Board, who were appointed on 2 July 2026. Alastair McGregor, Marco Argentieri, Andrew Jefferies, Samuel Kellner and Rod Ritchie have resigned as directors of Cue, effective 2 July 2026.
