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ARC FUNDS LIMITED — Capital/Financing Update 2007
Oct 11, 2007
64416_rns_2007-10-11_4d86654d-d782-4d81-87a4-65500fb10b61.pdf
Capital/Financing Update
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CLARIFICATION OF TIDEWATER’S STRATEGY FOR GOLDLINK GROWTHPLUS LIMITED
Current Position
On 24 September 2007, Goldlink GrowthPlus Limited (“ GLC ”) publicly disclosed a proposal (“ TDI Proposal ”) had been received from Tidewater Investments Limited (“ Tidewater ”) to recapitalise GLC and redirect its activities as a listed investment company. The proposal was publicised with Tidewater’s consent and emphasised that no further consideration would be given to the TDI Proposal until the composition of GLC’s board was known subsequent to the extraordinary General Meeting requisitioned by Gulf Resources Limited (“ Gulf ”). This General Meeting will take place on Thursday 18[th] October 2007.
Gulf has circulated a number of letters to GLC shareholders since requisitioning the General Meeting. The latest missive from Gulf dated 9 October 2007 (“ Gulf Letter ”) contains serious, unfounded and possibly defamatory allegations against Directors and Officers of Tidewater. In addition, the Gulf Letter contains serious errors of fact which if left uncorrected, could result in an uninformed market in the securities of TDI and GLC.
In particular, Tidewater notes that:
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Tidewater has not made a takeover offer for GLC as stated in the Gulf Letter; and
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Tidewater’s proposal does envisage a premium to GLC’s NTA being paid in consideration for assets sold by Tidewater to GLC.
In particular, Tidewater notes the pricing of GLC shares in respect of the TDI Proposal has not been agreed ; Tidewater has indicated that it would be willing to accept shares in GLC in consideration for the acquisition of its subsidiary, Discount Assets Limited, at “an agreed premium to GLC’s net asset backing”.
On 3 October 2007, Andrew Brown, Tidewater’s Managing Director, and Clare Porta, Tidewater’s Company Secretary, were invited to join the GLC Board of Directors to fill casual vacancies arising from the resignation of two non executive Directors. Mr. Brown and Ms. Porta are fully aware of their obligations to act in good faith for the benefit of GLC shareholders under Section 184 et al of the Corporations Act 2001. In particular, if the Tidewater proposal of 24 September 2007, or any other proposal by Tidewater is brought to the board of GLC, Mr. Brown and Ms. Porta will abstain from voting.
Tidewater Investments Limited ABN 52 001 746 710
phone: (02) 8258 0000 fax: (02) 9230 0922 [email protected]
Level 4, 34 Hunter Street SYDNEY NSW 2000 GPO Box 4870 SYDNEY NSW 2001
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Moreover, Mr. Brown and Ms. Porta are strongly aware that they are obliged to consider all other proposals for GLC in good faith, including that received from Florin Mining Investment Company Limited. As a substantial GLC shareholder, Tidewater is clearly interested in maximising the value of its investment.
Future Position
Tidewater will re-consider its position in the event that the Gulf nominees, Scott Reid and Philip Treisman are elected to the GLC board. Mr Reid and Mr. Treisman have distinguished themselves with a vitriolic campaign against the GLC Board of Directors and in the Gulf Letter, have now turned their attention to Tidewater. Tidewater has already voted its proxies against the election of the Gulf nominees to the GLC board.
Tidewater hopes that these disclosures will clarify its position in relation to GLC.
For further information:
Andrew Brown (02) 8258 0011 / 0418 215 255