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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13D |
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Under the Securities Exchange Act
of 1934
(Amendment No. )*
SAMSON OIL & GAS LIMITED
(Name of Issuer)
Common Stock
(Title of Class of Securities)
796043107
(CUSIP Number)
Macquarie Bank Limited
1 Martin Place
Sydney, NSW 2000, Australia
Telephone No. 612-8232-6207
(Name, Address and
Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
Anthony Lennon
Macquarie Bank Limited
125 W. 55th Street, 22nd Floor
New York, NY 10019
Telephone No. 212-231-2083
Facsimile No. 212-281-2177
March 16, 2009
(Date of Event Which
Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. |
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1. |
Names of Reporting Persons |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Source of Funds (See
Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power |
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9. |
Sole Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent of Class
Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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Item 1. |
Security and Issuer |
The class of equity securities to which this statement on Schedule 13D relates is the common stock (Common Stock) of Samson Oil & Gas Ltd. (the Issuer), a Colorado corporation having its operations offices at 1726 Cole Boulevard, Suite 210, Lakewood, Colorado 80401, and its principal executive offices at Level 36, Exchange Plaza, 2 The Esplanade, Perth, WA 6000, Australia. |
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Item 2. |
Identity and Background |
This statement on Schedule 13D is being filed by Macquarie Bank Limited (MBL), an Australian corporation. MBLs principal business is in financial services. MBL has its principal offices at 1 Martin Place, Sydney, NSW 2000, Australia.
During the last five years, MBL has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
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Item 3. |
Source and Amount of Funds or Other Consideration |
On May 26, 2006, in exchange for extending a two tranche debt facility to the Issuer, MBL acquired two sets of call options.
On March 16, 2009, the Issuer requested that MBL surrender all of its options to the Issuer in exchange for the issue, at no additional cost and with no reduction of the debt facility, of 36,800,000 shares.
These shares have been, or will be, delivered in three installments: (1) 29,300,000 shares on March 16, 2009; (2) 2,000,000 shares on July 1, 2009; and (3) 5,500,000 shares on November 30, 2009. The above transaction brings MBLs share ownership figure to 29,300,000 shares.
The above transaction brings MBLs share ownership figure to 29,300,000 shares. |
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Item 4. |
Purpose of Transaction |
MBL acquired ownership of the Common Stock from the Issuer as consideration for canceling previously issued options associated with the May 2006 debt facility discussed under Item 3 above. MBL intends to hold the Common Stock solely for investment purposes.
Other than as set forth herein, MBL currently has no plans or proposals that relate to or would result in any of the actions enumerated in paragraphs (a) through (j) of Item 4 of this Schedule 13D filing. However, MBL reserves the right to change its plans at any time, as it deems appropriate, in light of its ongoing evaluation of (a) its business and liquidity objectives, (b) the Issuers financial condition, business, operations, competitive position, prospects and/or share price, (c) industry, economic and/or securities markets conditions, (d) alternative |
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investment opportunities, and (e) other relevant factors. Without limiting the generality of the preceding sentence, MBL reserves the right (in each case, subject to any applicable restrictions under law or contract) to at any time or from time to time (i) purchase or otherwise acquire additional securities of the Issuer, or instruments convertible into or exercisable for any such securities (collectively, Issuer Securities), in the open market, in privately negotiated transactions, by takeover bid or otherwise, (ii) sell, transfer or otherwise dispose of Issuer Securities in public or private transactions, (iii) cause Issuer Securities to be distributed in kind to its investors, (iv) encourage (including, without limitation, through communications with directors, management, and existing or prospective security holders, investors or lenders of the Issuer, existing or potential strategic partners, industry analysts and other investment and financing professionals) the Issuer to consider or explore (A) sales or acquisitions of assets or businesses or other extraordinary corporate transactions, such as a takeover bid or scheme of arrangement (including transactions in which MBL and/or its affiliates may be proposed as acquirors), or (B) other changes to the Issuers business or structure. |
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Item 5. |
Interest in Securities of the Issuer |
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(a) 29,300,000 shares of Common Stock of the Issuer to be owned by MBL, constituting 12.29% of such shares outstanding once these shares are completely delivered.
(b) Number of shares as to which MBL has, or will have: |
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(i) sole power to vote or to direct the vote 29,300,000 (ii) shared power to vote or to direct the vote 0 (iii) sole power to dispose of or to direct the disposition of 29,300,000 (iv) shared power to dispose of or to direct the disposition of 0 |
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(c) Except as disclosed above, MBL has not effected any transaction in the Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable. |
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
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Except as set forth in Item 4 above, MBL does not have any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any securities of the Issuer. |
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Item 7. |
Material to be Filed as Exhibits |
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None. |
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SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Date: March 20, 2009 |
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Macquarie Bank Limited |
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/s/ Dennis Leong |
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Name: |
Dennis Leong |
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Title: |
Company Secretary |
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ATTENTION |
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Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |
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