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ALTAMIN LIMITED — M&A Activity 2013
Nov 5, 2013
64488_rns_2013-11-05_5bdd811f-1b92-42e0-a74b-69e262571969.pdf
M&A Activity
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6 November 2013
EXTENSION OF CLOSING DATE FOR TAKEOVER OFFER FOR ENERGIA MINERALS
Australian resources company, Cauldron Energy Limited (ASX: CXU) (“Cauldron” or “the Company”) has today resolved to vary its offer for all of the fully paid ordinary shares in Energia Minerals Limited (“Energia”) ( ASX: EMX ) (“Offer”) by extending the period of the Offer so that the Offer now ends at 5.00pm (WST/Perth time) on 16 February 2014 (unless further extended).
The Offer is currently a conditional offer of one (1) Cauldron share for every eight (8) Energia shares held.
Attached to this announcement is a formal Notice of Variation of the Takeover Offer which has been lodged with the Australian Securities and Investment Commission and served on Energia.
ABN 22 102 912 783 32 Harrogate Street, West Leederville WA 6007 PO Box 1385, West Leederville WA 6901
ASX code: CXU 159,622,605 shares 4,300,000 unlisted options
Board of Directors
End.
For further information, visit www.cauldronenergy.com.au or contact:
| Simon Youds | David Tasker | |
|---|---|---|
| Cauldron Energy Limited | Professional | Public |
| Relations | ||
| Ph: (08) 9380 9555 | Ph: (08) 9388 0944 |
Tony Sage Executive Chairman Brett Smith Executive Director
Qiu Derong Non-executive Director Claire Tolcon Company Secretary
32 Harrogate Street, West Leederville WA 6007 PO Box 1385, West Leederville WA 6901
Ph: (+618) 6181 9796 Fax: (+618) 9380 9666 Web: www.cauldronenergy.com.au
NOTICE OF VARIATION OF OFFER PURSUANT TO SECTION 650D OF THE CORPORATIONS ACT
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To: 1. Energia Minerals Limited (ABN 63 078 510 988) (Energia).
2. Persons to whom Cauldron Energy Limited (ABN 22 102 912 783) (Cauldron) made offers dated 16 May 2013 to acquire shares in Energia.
3. Australian Securities & Investments Commission.
4. ASX Limited (ACN 008 624 691).
Cauldron gives notice under Section 650D of the Corporations Act 2001 (Cth) ( Act) that it varies the offer to acquire all of the issued fully paid ordinary shares in Energia, as considered in the bidder’s statement dated 2 May 2013 as supplemented ( Bidder’s Statement ) ( Offer ) by extending the Offer Period set out in the “Key Dates” Section and Part A Item 3 of Section 1 of the Bidder’s Statement (and wherever else it appears in the Bidder’s Statement) so that the Offer now ends at 5.00pm (WST/Perth time) on 16 February 2014 (unless further extended).
As this variation results in Cauldron varying the Offer in a way that postpones for more than 1 month the time when Cauldron has to meet its obligations under the Offer, each person to whom Cauldron has made an Offer and who has accepted the Offer has the right to withdraw their acceptance within 1 month beginning on the day after the day on which a copy of this notice of variation is received in accordance with Section 650E of the Act.
Any notice by an Energia shareholder withdrawing its acceptance of the Offer under Section 650E of the Act must:
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a) if the shares are in a CHESS Holding, be in the form of a Valid Originating Message transmitted to ASX Settlement by the Controlling Participant for that CHESS Holding, specifying the number of shares to be released from the Offer Accepted Subposition in which the relevant shares have been reserved; or
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b) in any other case, be in writing and delivered to Cauldron.
If an Energia shareholder withdraws an acceptance in this manner, Cauldron must, before the end of 14 days after the day it is given the withdrawal notice:
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a) return to the shareholder any documents that were sent to Cauldron for the acceptance; and
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b) if the shares are in a CHESS Holding, transmit to ASX Settlement a Valid Message that authorises the release of those shares from the Offer Accepted Subposition in which the CHESS Holding has been reserved.
In order to assist with the processing of withdrawals, the withdrawal notice should identify the full name(s) of the withdrawing shareholder, provide the Energia shareholders' Security Reference Number (SRN) or Holder Identification Number (HIN) (if applicable) and be signed in the same manner as the Energia shareholder signed the Acceptance Form.
Pursuant to section 630(2) of the Act, the new date for giving notice under section 630 of the Act of the status of the defeating conditions set out in section 1.13 of the Bidder’s Statement is 9 February 2014. As at the date of this notice, so far as Cauldron knows, none of the defeating conditions of the Offer have been met.
Unless the context requires, all references in the Bidder’s Statement to the Offer Period (and the Closing Date) are varied accordingly.
At the date the first Offer was made, Cauldron and its associates had no relevant interest in Energia Shares. As far as Cauldron is aware, as at the date of this Notice of Variation, Cauldron and its associates have a relevant interest in approximately 0.22% of the Energia Shares.
Unless the context requires otherwise words defined in the ASX Settlement Operating Rules have the same meaning when used in this notice.
Dated: 6 November 2013
Approved by a unanimous resolution passed by the directors of Cauldron Energy Limited.
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Brett Smith Director Cauldron Energy Limited
A copy of this notice was lodged with the Australian Securities and Investments Commission on 6 November 2013. Neither the ASIC nor any of its officers takes any responsibility for the contents of this notice.
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