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Friday 14 March 2014

14-045MR ASIC obtains urgent injunction freezing bank accounts of Sino Australia Oil and Gas Ltd

ASIC has obtained urgent orders in the Federal Court in Melbourne restraining ASX listed entity, Sino Australia Oil & Gas Ltd (SAO), from transferring company funds from two accounts it holds with HSBC Bank Australia Limited (the Bank Accounts) prior to a further hearing on 18 March 2014.

The orders were sought following concerns that SAO might transfer funds that were raised in 2013 by an initial public offering (IPO) for purposes that were not disclosed, or not properly disclosed, in the IPO Prospectus, or as subsequently amended in Replacement Prospectuses and various Supplementary Prospectuses.

The orders also restrain three other respondents – Mr Tianpeng Shao (SAO’s Executive Chaiman), Mr Ruiyu He and Ms Hayan Wang – from authorising or taking any other step to cause or facilitate the transfer of any funds out of the Bank Accounts.

ASIC currently has concerns that SAO might transfer funds to a Chinese bank account that is not controlled by SAO and which may be operated by unrelated persons. ASIC has concerns that a proposed transfer of $7.5 million has not been authorised by, nor explained to the satisfaction of, SAO's non-executive directors and signatories to the Bank Accounts, Mr Andrew Faulkner and Mr Wayne Johnson.

ASIC is also concerned that resolutions passed at an extraordinary general meeting on 26 February 2014 to appoint Mr He and Ms Wang, to the SAO Board, may be invalid.

ASIC has sought the injunctions to protect shareholder funds raised during the IPO.

Background

SAO is the Australian holding company of a Chinese operating company providing specialised drilling services to the oil and gas industry.

SAO was listed on the ASX on 12 December 2013 after raising nearly $13 million under the IPO.

The prospectus documents presented by SAO to prospective investors comprised of:

  • a Prospectus dated 28 February 2013

  • Replacement Prospectuses dated 3 and 26 April 2013

  • a Supplementary Prospectus dated 26 July 2013

  • a second Supplementary Prospectus dated 9 August 2013, and

  • a third Supplementary Prospectus dated 25 October 2013.

Editor's note 1:

On 18 March 2014 the Federal Court in Melbourne made orders which included extending the freeze of SAO's bank accounts until 4.00pm on 8 April 2014 and for a directions hearing to be held at 10.15am on that date.

Editor's note 2:

On 8 April 2014 the Federal Court in Melbourne made orders which included extending the freeze of SAO's bank accounts until 4pm on 23 May 2014 and for a directions hearing to be held at 10.15am on that date.

Editor's note 3:

On 23 May 2014 the Federal Court made orders extending the freeze of SAO's bank accounts until 4pm on 29 May 2014 and for a directions hearing to be held at 9.30am on that date.

Editor's note 4:

Following a contested hearing on 29 May 2014, ASIC obtained an extension of the injunction freezing the bank accounts of SAO until 4pm on 28 August 2014 (refer: 14-121MR).

Editor's Note 5:

On 12 September 2014 the Federal Court made orders extending the freeze of SAO's bank accounts until 26 November 2014.

Editor's Note 6:

On 28 November 2014 ASIC announced the injunction is in place
until 6 March 2015 (refer: 14-321MR)

Last updated: 05/06/2014 12:00