Twinza Oil Limited (Receivers and Managers Appointed) – New Scheme Proceedings
We refer to our announcement on 20 November 2025 regarding the consensual restructuring framework between Twinza, its senior lenders, certain holders of convertible redeemable preference shares (CRPS), and existing major shareholders.
The parties subsequently entered into amended transaction documents, resulting in a slightly amended form of creditors’ scheme of arrangement, to be put before the scheme creditors (being the senior lenders of Twinza) and the Court for approval.
The key amended terms of the Scheme (relevant to the Twinza shareholders) include:
the existing Shareholders to now hold 7% of the post restructuring capital of Twinza (instead of 5% as proposed under the previous scheme);
senior lenders to release the majority of their senior debt in exchange for 83% (in aggregate) of the post restructuring capital of Twinza (instead of 85% as previously contemplated);
CRPS Holders to hold 10% of the post restructuring capital of Twinza; with the CRPS conversion being dealt with via an out-of-court process, whereby CRPS Holders have consented to amendments to their CRPS documents, to allow for the issuance of ordinary shares in Twinza, in accordance with the amended CRPS documents, separately but concurrently with the Scheme.
On or about 18 December 2025, Twinza issued correspondence to all CRPS holders to seek their approval to alter their rights as a holder of CRPS (on the basis outlined above). We are pleased to announce that we have received consent and support to the proposed alteration of CRPS rights, from over 50% in number and over 90% in value of CRPS in every class.
New Scheme Proceedings
On 12 January 2026, Twinza applied to the Federal Court of Australia for approval of the slightly amended creditors' scheme. A directions hearing was held on 23 January 2026, where the Court made orders to list the application for a first substantive court hearing at 2.15pm on 12 February 2026 in the WA registry of the Federal Court of Australia (the First Hearing).
Further details of the scheme and a copy of the scheme booklet will be made available to all shareholders as soon as possible after the abovementioned hearing.
Shareholders and CRPS holders will have an opportunity to seek to be heard in relation to the scheme at the First Hearing or a further court hearing that will likely take place in the weeks that follow the First Hearing. The date and time of that second court hearing will be confirmed after the hearing on 12 February 2026.
If you have any queries relating to the Restructure, please contact Twinza’s company secretary, Abby Macnish by email at abby.macnish@twinza.com.