Press Release and Early Warning Report Filed Under National Instrument 62-103
NEW YORK, May 10, 2012 /CNW/ -
1. | Name and address of the offeror. | |
This report is being filed on behalf of: Elliott Associates, L.P. ("Elliott Associates"), The Liverpool Limited Partnership ("Liverpool"), and Elliott International, L.P. ("Elliott International" and, collectively with Elliott Associates and Liverpool, the "Offeror"). | ||
The business address of Elliott Associates, Liverpool and Elliott International is as follows: | ||
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c/o Elliott Management Corporation 712 Fifth Avenue 35th Floor New York, New York USA 10019 |
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2. | The designation and number or principal amount of securities and the offeror's securityholding percentage in the class of securities of which the offeror acquired ownership or control in the transaction or occurrence giving rise to the obligation to file the news release, and whether it was ownership or control that was acquired in those circumstances. | |
On May 10, 2012, Liverpool and Elliott International purchased an aggregate of 1,000,000 common shares (the "Common Shares") of TAG Oil Ltd. (the "Company") on the Toronto Stock Exchange ("TSX"). | ||
Prior to this acquisition, the Offeror held 5,468,900 Common Shares. As a result of this acquisition and taking into account the Common Shares already held, the Offeror now beneficially owns 6,468,900 Common Shares, representing approximately 11.78% of the total outstanding Common Shares. | ||
3. | The designation and number or principal amount of securities and the offeror's securityholding percentage in the class of securities immediately after the transaction or occurrence giving rise to the obligation to file a news release. | |
After giving effect to the acquisition noted in item 2 above, the Offeror beneficially owns and controls 6,468,900 Common Shares in the capital of the Company, representing in the aggregate approximately 11.78% of the currently outstanding Common Shares. | ||
4. | The designation and number or principal amount of securities and the percentage of outstanding securities of the class of securities referred to in paragraph 3 over which: | |
(i) | the offeror, either alone or together with joint actors, has ownership and control, | |
After giving effect to the acquisition noted in item 2 above, the Offeror beneficially owns and controls 6,468,900 Common Shares in the capital of the Company, representing in the aggregate approximately 11.78% of the currently outstanding Common Shares. | ||
(ii) | the offeror, either alone or together with joint actors, has ownership but control is held by other persons or companies other than the offeror or any joint actor, | |
Not applicable. | ||
(iii) | the offeror, either alone or together with joint actors, has exclusive or shared control but does not have ownership. | |
Not applicable. | ||
5. | The name of the market in which the transaction or occurrence that gave rise to the news release took place. | |
The TSX. | ||
6. | The value, in Canadian dollars, of any consideration offered per security if the offeror acquired ownership of a security in the transaction or occurrence giving rise to the obligation to file a news release. | |
The Common Shares were purchased on the TSX on May 10, 2012 at a price of $10.45 per Common Share. | ||
7. | The purpose of the offeror and any joint actors in effecting the transaction or occurrence that gave rise to the news release, including any future intention to acquire ownership of, or control over, additional securities of the reporting issuer. | |
The acquisition by Liverpool and Elliott International was made in the ordinary course of its investment activities. The Offeror may or may not purchase or sell securities of the Company in the future on the open market or in private transactions, depending on market conditions and other factors material to the Offeror's investment decision. | ||
8. | The general nature and the material terms of any agreement, other than lending arrangements, with respect to securities of the reporting issuer, entered into by the offeror, or any joint actor, and the issuer of the securities or any other entity in connection with the transaction or occurrence giving rise to the news release, including agreements with respect to the acquisition, holding, disposition or voting of any securities. | |
Not applicable. | ||
9. | The names of any joint actors in connection with the disclosure required by this form. | |
Paul E. Singer ("Singer") is a general partner of Elliott Associates. Hambledon, Inc., which is controlled by Singer, is the general partner of Elliott International. Liverpool is a subsidiary of Elliott Associates. | ||
10. | In the case of a transaction or occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, the nature and value in Canadian dollars of the consideration paid by the offeror. | |
Not applicable. | ||
11. | If applicable, a description of any change in any material fact set out in a previous report by the entity under the early warning requirements or Part 4 of National Instrument 62-103 in respect of the reporting issuer's securities. | |
Not applicable. | ||
12. | If applicable, a description of the exemption from securities legislation being relied on by the offeror and the facts supporting that reliance. | |
Not applicable. |
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