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ALTAMIN LIMITED — M&A Activity 2013
Jul 24, 2013
64488_rns_2013-07-24_74d54192-c425-4dd1-8218-e2a282ec8787.pdf
M&A Activity
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25 July 2013
ASX Announcement
Off-market takeover offer by Cauldron Energy Limited – Release of Supplementary Target's Statement
ASX Code EMX
ABN 63 078 510 988
PO Box 1785 West Perth WA 6872
Energia Minerals Limited ACN 078 510 988 (ASX: EMX) ( Energia ) refers to the off-market takeover offer by Cauldron Energy Limited ACN 102 912 783 ( Cauldron ) for all of the fully paid ordinary shares in the issued capital of Energia.
In accordance with section 647(3)(b) of the Corporations Act 2001 (Cth), Energia attaches a copy of its supplementary target's statement dated 25 July 2013 in relation to the Cauldron offer.
For further information contact: Kim Robinson Managing Director +61 8 9321 5000 [email protected]
For media enquiries contact: Nicholas Read Read Corporate +61 8 9388 1474 [email protected]
Level 2, 20 Kings Park Road West Perth WA 6005
T: + 61 8 9321 5000 F: + 61 8 9321 7177 E: [email protected] W: www.energiaminerals.com
Board of Directors
Tony Iannello Non Executive Chairman Kim Robinson Managing Director Max Cozijn Non Executive Director Ian Walker Non-Executive Director Bryn Jones Non-Executive Director Company Secretary Jamie Armes CFO and Company Secretary
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Supplementary Target's Statement
In relation to the takeover bid by Cauldron Energy Limited ACN 102 912 783 for all of the fully paid ordinary shares in the issued capital of Energia Minerals Limited ACN 078 510 988.
1 Introduction
This document is a supplementary target's statement under section 644 of the Corporations Act. It is issued by Energia Minerals Limited ACN 078 510 988 ( Energia or the Company ) in relation to the off-market takeover bid for all of the fully paid ordinary shares in the issued capital of Energia by Cauldron Energy Limited ACN 102 912 783 ( Cauldron ). This Supplementary Target's Statement supplements, and should be read together with, Energia's target's statement dated 24 May 2013 ( Original Target's Statement ).
2 Change to Energia’s substantial shareholders
Please see the ASX announcement attached to this document, which contains details of a material development in relation to Energia which affects the disclosure in the Original Target’s Statement.
The Original Target’s Statement is amended as follows:
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(a) the references to 51.97% is replaced by 35.52% in the following sections of the Original Target’s Statement: Chairman’s letter (page 1), Why you should reject the Cauldron Offer (page 2), section 1.2, section 3 and section 5.2(a); and
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(b) the references in the Chairman’s letter (page 1, second bullet point) and section 1.2 (first bullet point) to Cauldron being unable to gain control or a majority interest in Energia being deleted.
These changes to the Original Target’s Statement do not change the unfavourable opinion of the Directors of the merits of the Cauldron Offer.
As the Cauldron Offer remains subject to a 90% minimum acceptance condition, the Cauldron Offer remains incapable of succeeding unless that condition is waived or the Cauldron Offer is amended and the intentions of those remaining persons change.
The Directors reiterate their unanimous recommendation that Energia Shareholder should REJECT the Cauldron Offer and TAKE NO ACTION in relation to all documents sent to them by Cauldron.
3 Other notices
Unless the context otherwise requires, terms defined in the Original Target's Statement have the same meaning as in this Supplementary Target's Statement.
This Supplementary Target's Statement prevails to the extent of any inconsistency with the Original Target's Statement.
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A copy of this Supplementary Target's Statement has been lodged with ASIC. Neither ASIC nor any of its officers take any responsibility for its contents.
Signed for and on behalf of Energia following a resolution of the directors of Energia.
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Kim Robinson Managing Director
Dated: 25 July 2013
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24 July 2013
ASX Announcement
Change to Energia’s Substantial Shareholders
ASX Code EMX
ABN 63 078 510 988
The Company notes the large volume of trading in its shares which occurred on the ASX late yesterday (being some 29,050,005 shares traded).
The Company has made enquiries since becoming aware of the large trading volume and understands that its substantial shareholder, Carbon Energy Ltd (Carbon Energy), has disposed of its entire shareholding of 29,000,005 shares. The Company expects to receive statutory notification from Carbon Energy Ltd that they have ceased to be a substantial shareholder in due course. The Company is pleased that this significant overhang has been dealt with in an orderly manner.
As at the date of this announcement, Energia has not received formal written confirmation of the identity of the buyers of those shares nor the intentions of those buyers in respect of Energia.
The Company notes that in its Target’s Statement dated 24 May 2013 in response to an unsolicited, conditional takeover offer made by Cauldron Energy Limited (ASX:CXU) (“Cauldron Offer”) it referred to the fact that its three largest Shareholders and Directors, holding 51.97% of the issued share capital, had notified the Company in writing that based on the information currently available they did not intend to accept the Cauldron Offer at its current price of 1 share in Cauldron for every 8 shares held in Energia and on its current terms.
PO Box 1785 West Perth WA 6872
Level 2, 20 Kings Park Road West Perth WA 6005 T: + 61 8 9321 5000 F: + 61 8 9321 7177 E: [email protected] W: www.energiaminerals.com
Board of Directors Tony Iannello Non Executive Chairman Kim Robinson Managing Director Max Cozijn Non Executive Director Ian Walker Non-Executive Director Bryn Jones Non-Executive Director Company Secretary Jamie Armes CFO and Company Secretary
As Carbon Energy was one of those substantial shareholders, on completion of the sale of those shares that percentage reduces to 35.52% of the issued share capital.
As the Cauldron Offer remains subject to a 90% minimum acceptance condition, the Cauldron Offer remains incapable of succeeding unless that condition is waived or the Cauldron Offer is amended and the intentions of those remaining persons change (although the Company notes that certain references in its Target’s Statement that Cauldron is unable to obtain control of Energia may be incorrect if the new buyer or buyers do not provide a similar written notification.)
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The Directors reiterate their unanimous recommendation that Energia Shareholders should REJECT the Cauldron Offer and TAKE NO ACTION in relation to all documents sent to them by Cauldron.
For the reasons set out in the Target’s Statement, the Directors reemphasise their view that the Cauldron offer undervalues Energia, as supported by the Independent Expert who has valued Energia shares at between $0.09 and $0.26, with a preferred value of $0.18.
The Company will keep the market updated as to any material development in these matters.
For further information contact: For media enquiries contact: Kim Robinson Nicholas Read Managing Director Read Corporate +61 8 9321 5000 +61 8 9388 1474 [email protected] [email protected]
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