O.G. Oil & Gas Group Exits as Major Shareholder in Cue Energy Following Horizon Oil Takeover Acceptance

O.G. Group Sells 209.4 Million Cue Energy Shares in One Transaction

The disposal involved a significant volume of shares. On 2 July 2026, the O.G. Group Holders — comprising O.G. Oil & Gas (Singapore) Pte. Ltd., O.G. Energy Holdings Ltd., O.G. Oil & Gas Limited, Echelon Resources Limited, Echelon Offshore Limited, and affiliated Echelon entities — collectively sold 209,482,924 fully paid ordinary shares in Cue Energy Resources. This block represented an equal number of votes, effectively removing the group’s voting influence in the company.

This sale reduced what had been a controlling or near-controlling stake in Cue Energy, significantly altering the company’s top shareholder register. Under the Corporations Act 2001, a substantial holding is defined as owning 5% or more of voting shares; the O.G. Group’s exit indicates their holdings dropped below this threshold. The exact remaining stake, if any, was not disclosed in the update.

Horizon Oil’s Off-Market Takeover Offer Prompted O.G. Group’s Exit

The O.G. Group’s departure from Cue Energy’s substantial holder list was not a market sale but a direct result of accepting Horizon Oil Ltd’s off-market takeover offer. The offer details were outlined in Horizon’s Replacement Bidder’s Statement dated 19 March 2026. By accepting, the O.G. Group transferred their interest in 209,482,924 Cue Energy shares to Horizon Oil in exchange for the offer consideration per share.

The precise per-share consideration was described only as the "offer consideration payable per Share, under the terms of the Offer" in the company update. Specific cash or scrip values were not disclosed here; interested parties should consult Horizon Oil’s Replacement Bidder’s Statement from 19 March 2026 for full terms.

Implications of the Form 605 Filing on Cue Energy’s Shareholder Register

The Form 605 — Notice of Ceasing to Be a Substantial Holder — is a mandatory disclosure under Section 671B of the Corporations Act 2001, required when a shareholder’s interest falls below 5%. This filing ensures transparency when major shareholding changes occur.

For Cue Energy, the filing confirms the O.G. Group ceased to be a substantial holder as of 2 July 2026. Their previous substantial holding notice was filed just six days earlier on 26 June 2026, highlighting the rapid developments following their acceptance of Horizon Oil’s offer. This close timing reflects the dynamic nature of the ongoing takeover.

O.G. Group’s International Structure: Entities from Monaco, Singapore, and New Zealand

The O.G. Group Holders span several jurisdictions. O.G. Energy Holdings Ltd. and O.G. Oil & Gas Limited are registered in Monaco, while O.G. Oil & Gas (Singapore) Pte. Ltd. operates from Singapore’s International Business Park. These entities form the core of the O.G. Group’s stake in Cue Energy.

The associated Echelon entities are mainly based in New Zealand, with addresses at Level 1, 36 Tennyson Street, Wellington, alongside several Australian-registered Echelon companies located in Melbourne and Sydney. This broad international ownership structure underpinned one of Cue Energy’s largest shareholder blocks.

Andrew Jefferies of Echelon Resources Signs the Cessation Notice

The Form 605 was signed by Andrew Jefferies, Director of Echelon Resources Limited, on 3 July 2026. He also signed Annexure A, which lists all O.G. Group Holders and their addresses. As a director of an Echelon entity, Jefferies was the authorised signatory for this disclosure on behalf of the O.G. Group.

The annexure includes numerous Echelon companies such as Echelon Petroleum Limited, Echelon Onshore Limited, Echelon Canterbury Limited, Echelon 2013 O Limited, NZOG Bohorok Pty Limited, Echelon Devon Limited, Echelon GNA Trustee Limited, and over a dozen other subsidiaries and related entities. The filing confirms all these entities, along with the core O.G. entities, no longer hold a substantial interest in Cue Energy.

Context of Horizon Oil’s Takeover Bid for Cue Energy

The O.G. Group’s share disposal occurs within the wider context of Horizon Oil Ltd’s off-market takeover bid for Cue Energy. Horizon’s Replacement Bidder’s Statement, issued on 19 March 2026, detailed the terms of the acquisition attempt. The O.G. Group’s acceptance and disposal of roughly 209.5 million shares represent a significant milestone in Horizon Oil’s acquisition efforts.

Takeover bids generally require acquirers to reach acceptance thresholds before compulsory acquisition or unconditional bid declaration. The acceptance by a group holding a substantial stake may be pivotal in advancing Horizon Oil’s offer. Investors and analysts will watch for Horizon Oil’s next updates on acceptance levels and bid conditions.

Cue Energy’s Role in the Oil and Gas Sector Ahead of Potential Ownership Change

Cue Energy Resources is an ASX-listed oil and gas exploration and production company with assets across the Asia-Pacific region. A successful acquisition by Horizon Oil would represent consolidation within the regional oil and gas sector, combining the asset bases and operations of both firms.

The O.G. Group’s exit removes a long-standing major shareholder from Cue Energy’s register. How other shareholders respond to Horizon Oil’s offer will be critical to the bid’s outcome. This update did not include any new information on Cue Energy’s operations or financial status, focusing solely on the substantial holder cessation.

Swift Timeline: Six Days Between Last Substantial Notice and Cessation

Notably, the O.G. Group’s last substantial holding notice was filed on 26 June 2026, with the cessation notice following on 2 July 2026 — a span of just six days. This rapid sequence suggests the group acted decisively to accept Horizon Oil’s offer or that the acceptance process was completed quickly.

Under Australian takeover regulations, acceptance of an off-market bid involves lodging acceptance forms, followed by the bidder processing share transfers and issuing consideration. The legal disposal date of 2 July 2026, as recorded in the Form 605, marks when the relevant interest changed. Market observers will likely scrutinize this timeline as an indicator of the bid’s momentum.

Potential Impact on Remaining Cue Energy Shareholders

The O.G. Group’s acceptance of Horizon Oil’s offer may influence other Cue Energy shareholders. Large shareholders accepting a bid can signal confidence in the offer price relative to the company’s standalone value, potentially swaying investor decisions. However, shareholders may also independently assess the offer based on their own analysis.

This article presents factual details from the company’s disclosure and does not constitute financial advice. Cue Energy shareholders considering the Horizon Oil offer should review the bidder’s statement, any target statements from Cue Energy’s board, and seek independent financial or legal counsel. The immediate market reaction to this update was not evident from publicly available information at the time of publication.

Upcoming Developments in the Horizon Oil Takeover Process

Key upcoming milestones include further disclosures on overall bid acceptance levels, announcements regarding satisfaction or waiver of bid conditions, and potential updates from Cue Energy’s board on the offer status. Should Horizon Oil reach the compulsory acquisition threshold — typically 90% of shares not already held — it may proceed to compulsory acquisition under the Corporations Act 2001.

The O.G. Group’s exit from Cue Energy’s substantial holder register represents a clear turning point in the takeover process. Whether Horizon Oil can secure sufficient acceptances from other shareholders to fulfill its strategic goals remains the primary question. Investors and analysts will be attentive to Horizon Oil’s forthcoming updates for insights into the takeover’s progression.