UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
Kestrel Energy, Inc.
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
492545 10 8
(CUSIP Number)
S. Lee Terry, Jr.
Davis Graham & Stubbs LLP
1550 Seventeenth Street, Suite 500
Denver, Colorado 80202
(303) 892-9400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 28, 2002
(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 which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
CUSIP No. 492545 10 8
1) Name of Reporting Persons
S.S. or I.R.S. Identification No. of Above Person
Elstree Nominees Pty Ltd
2) Check the Appropriate Box if a Member of a Group*
(a) [ ]
(b) [ ]
3) SEC USE ONLY
4) Source of Funds
OO
5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
6) Citizenship or Place of Organization
Australia
Number of Shares 7) Sole Voting Power 842,000
Beneficially Owned 8) Shared Voting Power 0
By Each Reporting 9) Sole Dispositive Power 842,000
Person With 10) Shared Dispositive
Power 0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
842,000
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13) Percent of Class Represented by Amount in Row (11)
8.9%
14) Type of Reporting Person
CO
SCHEDULE 13D
ELSTREE NOMINEES PTY LTD
Item 1 Security and Issuer
No Par Value Common Stock ("the Shares") of Kestrel Energy, Inc.
(the "Company"), 999 18th Street, Suite 2490, Denver, Colorado 80202
Item 2 Identity and Background
(a) Name: Elstree Nominees Pty Ltd
(b) Business 8 Elstree Avenue
Address: Meora 6050
WESTERN AUSTRALIA
(c) Principal
Business and
Place of
Organization: A privately held financial services company
incorporated in Australia
(d) Criminal
Proceedings: None
(e) Civil
Proceedings: None
DIRECTORS AND EXECUTIVE OFFICERS OF REPORTING PERSON:
(a) Name: Denis Ivan Rakich, Company Director
(b) Business
Address: 36th Floor, Exchange Plaza
2 The Esplanade
Perth 6000
WESTERN AUSTRALIA
(c) Principal
Occupation,
Name of Business,
Principal Business
and Address: Company Secretary and Sole Owner of
Elstree Nominees Pty Ltd.
Same Address as Above
(d) Criminal
Proceedings: None
(e) Civil
Proceedings: None
(f) Citizenship: Australian
Item 3. Source and Amount of Funds or Other Consideration
Effective March 28, 2002, in a private placement by the Issuer, the
Reporting Person acquired 515,000 units consisting of 515,000 Shares
and a warrant to purchase up to an additional 515,000 Shares (the
"Warrant") in exchange for existing debt of the Company of $360,500,
including accrued interest(the "Debt"), owed to the Reporting
Person. The Warrant is not exercisable if and to the extent that the
Reporting Person would, by such exercise or otherwise, be the
beneficial owner of more than 8.99% of the Shares. The Debt was
assigned to the Reporting Person by Victoria Petroleum N.L. ("VP")
in exchange for an obligation to pay VP the sum of $350,000 together
with interest at the rate of 7.5% per annum from October 31, 2001
until paid in full.
Item 4. Purpose of Transaction
The Shares were acquired for investment purposes.
(a) None.
(b) None.
(c) None.
(d) None.
(e) None.
(f) None.
(g) None.
(h) None.
(i) None.
(j) None.
Item 5. Interest in Securities of the Issuer
(a) 842,000 Shares of Common Stock (8.9%) beneficially owned.
(b) Number of Shares as to which there is sole power to
vote - 842,000; shared power to direct the vote - 0; sole power
to direct the disposition - 842,000; shared power to direct the
disposition - 0.
(c) See Item 3.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
See Item 3.
Item 7. Material to be filed as Exhibits
Deed of Assignment between Victoria Petroleum N.L. and Elstree
Nominees Pty Ltd dated March 26, 2002.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
ELSTREE NOMINEES PTY LTD
Date: 19 September 2002 By:/s/Denis Ivan Rakich
Denis Ivan Rakich,
Company Secretary
EXHIBIT A
DATED 26, MARCH, 2002
VICTORIA PETROLEUM NL
(ACN 008 942 827)
AND
ELSTREE NOMINEES PTY LTD
(ACN 079 927 067)
DEED OF ASSIGNMENT
FEARIS SALTER POWER SHERVINGTON
SOLICITORS
52 ORD STREET
WEST PERTH WA 6005
TELEPHONE: (08) 9481 8700
FACSIMILE: (08) 9481 8701
REFERENCE: NCF/47789/990403
TABLE OF CONTENTS
PAGE
1. INTERPRETATION.........................................................1
2. ASSIGNMENT.............................................................2
3. SETTLEMENT.............................................................2
4. THE ASSIGNOR'S WARRANTIES..............................................2
5. COSTS..................................................................2
6. NOTICES................................................................3
7. GENERAL................................................................3
-i-
THIS DEED is made on 26 March, 2002.
BETWEEN:
(1) VICTORIA PETROLEUM NL (ACN 008 942 827) (the ASSIGNOR); and
(2) ELSTREE NOMINEES PTY LTD (ACN 079 927 067) (the ASSIGNEE).
RECITALS:
(A) The Debtor is indebted to the Assignor in respect of the Debt.
(B) Repayment of the Debt is secured by the Charge.
(C) The Assignor has agreed to assign to the Assignee, and the Assignee has
agreed to accept an assignment from the Assignor of, the Debt and the
benefit of the Loan Agreement and the Charge, on the terms and conditions
set out in this Deed.
NOW THIS DEED WITNESSES:
1. INTERPRETATION
In this Deed, including the recitals, unless the context otherwise
requires:
BUSINESS DAY means a day on which trading banks are open for business in
Western Australia;
CHARGE means the charge described in the Schedule;
DEBT means the sum of US$350,000 owing by the Debtor to the Assignor,
together with all accrued but unpaid interest on that sum (at the rate
applicable under the Loan Agreement);
DEBTOR means Kestrel Energy, Inc. of 999 18th Street, Suite 2490, Denver,
Colorado 80202, United States of America;
LOAN AGREEMENT means the agreement between the Debtor and the Assignor
dated 31 October 2001 pursuant to which the Debt is owned by the Debtor to
the Assignor;
PARTIES means the parties to this Deed;
SETTLEMENT means the completion of the assignment effected by this Deed;
every covenant or agreement expressed or implied in which two or more
persons covenant or agree shall bind those persons and every two or more
of them jointly and each of them severally;
a reference to a recital, clause of schedule is a reference to a
recital or clause of, or schedule to, this Deed; and
references to a plural shall include the singular and vice versa.
2. ASSIGNMENT
2.1 In consideration of the payment by the Assignee to the Assignor of the sum
referred to in clause 3.3, the Assignor hereby assigns absolutely and with
effect from the Settlement all of the Assignor's right, title and interest
to and in the Debt, the Loan Agreement and the Charge.
2.2 The Assignor shall give notice of the assignment effected by clause 2.1 to
the Debtor as soon as practicable after the execution of this Deed.
3. SETTLEMENT
3.1 Settlement shall take place 5 Business Days after the execution of this
Deed.
3.2 At Settlement, the Assignor must deliver to the Assignee all original
documents in the Assignor's possession relating to or evidencing the Debt
(including, but not limited to, the Loan Agreement and the Charge).
3.3 The Assignee must, not later than 9 months after Settlement, pay to the
Assignor the sum of US$350,000 together with interest on that sum at the
rate of 7.5% per annum calculated on a daily basis from 31 October 2001 to
the date of actual payment.
4. THE ASSIGNOR'S WARRANTIES
The Assignor warrants and represents to the Assignee (with the intention
that such warranties and representations shall survive Settlement) that,
as at the date of this Deed and as at Settlement:
(a) this Deed constitutes a legal, valid and binding obligation of the
Assignor fully enforceable in accordance with its terms by
appropriate legal remedy;
(b) the amount of the Debt represents the actual amount of principal,
interest and other moneys reflected in the Assignor's records as
being owed by the Debtor to the Assignor;
(c) the Debt is owing by the Debtor to the Assignor in full and is not
subject to any equities, rights of set-off or counterclaims by the
Debtor or any lien, pledge, mortgage, charge, encumbrance or other
third party interest of any nature; and
(d) the Loan Agreement and the Charge are valid and binding on, and
enforceable against, the Debtor in accordance with their terms and
will not be abrogated, prejudiced or affected in any way by the
assignment effected by this Deed.
5. COSTS
Each Party must bear its own costs in connection with the preparation,
execution, completion and carrying into effect of this Deed.
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6. NOTICES
6.1 METHOD OF GIVING NOTICES
A notice required or permitted to be given by one Party to the other Party
under this Deed must be in writing and is treated as being duly given if
it is:
(a) left at the other Party's address;
(b) sent by pre-paid mail to the other Party's address; or
(c) transmitted by facsimile to the other Party's address.
6.2 TIME OF RECEIPT
A notice given to a Party in accordance with clause 6.1 is treated as
having been duly given and received:
(a) when delivered (in the case of a notice left at the Party's
address);
(b) on the third Business Day after posting (in the case of a notice
sent by pre-paid mail); and
(c) on the Business Day of transmission (in the case of a notice given
by facsimile and sent to the facsimile receiver number of that Party
and no intimation having been received that the notice had not been
received).
6.3 ADDRESS OF PARTIES
For the purposes of this clause, the address of the Party is the address
set out below or another address of which that Party may from time to time
give notice to the other Party:
THE ASSIGNEE: 36th Floor, Exchange Plaza
2 The Esplanade
Perth WA 6000
Fax No. (08) 9220 9801
THE ASSIGNOR: 36th Floor, Exchange Plaza
2 The Esplanade
Perth WA 6000
Fax No. (08) 9220 9801
7. GENERAL
7.1 WAIVER
The failure, delay, relaxation or indulgence on the part of either Party
in exercising any power or right conferred upon that Party by this Deed
does not operate as a waiver of that
3
power or right, nor does any single exercise of any power or right
preclude any other or further exercise of it or the exercise of any
other power or right under this Deed.
7.2 SEVERANCE
If any provision of this Deed is invalid or unenforceable in accordance
with its terms, other provisions which are self-sustaining and capable of
separate enforcement with regard to the invalid provision are and continue
to be valid and enforceable in accordance with their terms.
7.3 NO MERGER
No provision of this Deed merges on or by virtue of Settlement.
7.4 FURTHER ASSURANCE
Each Party must do, sign, execute and deliver, and must procure that each
of its officers, employees and agents does, signs, executes and delivers,
all deeds, documents, instruments and acts reasonably as requried of it or
them by notice from the other Party to give full effect to this Deed and
the rights and obligations of the Parties under it, both before and after
Settlement.
7.5 GOVERNING LAW AND JURISDICTION
This Deed is governed by, and is to be construed in accordance with, the
law of Western Australia and the Parties submit to the non-exclusive
jurisdiction of the Courts of Western Australia and of any Court hearing
appeals from those Courts.
SCHEDULE
THE CHARGE
Assignment by way of security of all of the Debtor's right, title and interest
to and in the Greens Canyon pipeline situate and lying in Townships 19 and 20,
Range 106W, State of Wyoming, including all pipe, structures, machinery and
equipment used or usable in the conduct of natural gas through the Greens Canyon
pipeline, but excepting and reserving the right in perpetuity of the maker to
transport gas from the Greens Canyon area through the pipeline at the usual and
customary charges.
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EXECUTED by the parties as a deed.
THE COMMON SEAL OF VICTORIA
PETROLEUM NL, ACN 008 942 827, the
fixing of which was witnessed by:
/s/J.T. KOPCHEFF /s/D.I. RAKICH
------------------------------------- --------------------------------------
Signature of director Signature of director/secretary
J.T. KOPCHEFF D.I. RAKICH
------------------------------------- --------------------------------------
Name of Director Name of director/secretary
THE COMMON SEAL OF ELSTREE
NOMINEES PTY LTD, ACN 079 927 067
the fixing of which was witnessed by:
/s/D.I. RAKICH
------------------------------------- --------------------------------------
Signature of director Signature of director/secretary
D.I. RAKICH
------------------------------------- --------------------------------------
Name of Director Name of director/secretary
5