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ASF GROUP LIMITED M&A Activity 2013

May 14, 2013

64323_rns_2013-05-14_c07aabc9-6590-4589-bf19-7b1c72d07093.pdf

M&A Activity

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ActivEX Limited. A.C.N. 113 452 896 117 Quay Street BRISBANE QLD 4000 P.O. Box 1533 MILTON QLD 4064 P: (07) 3236 4188 F: (07) 3236 4288 E: [email protected]

15 May 2013

Dear Fellow Shareholder,

INFORMATION FOR SHAREHOLDERS ABOUT THE TAKEOVER BID FOR ACTIVEX LIMITED (AIV)

During the last few weeks, you will have seen numerous announcements referring to a variety of important issues related to the future of your company. The most recent market announcement was made on 13 May 2013 when ASF Group Limited made an on-market takeover bid for AIV through its subsidiary ASF Gold and Copper Pty Ltd ( ASF ). The onmarket bid follows the withdrawal of an off-market bid at 2.0 cents and is for 1.5 cents per AIV share and extends to any shares issued under the current Entitlement Offer.

AIV shareholders may be in danger of not maximising the value of their shares by not participating in the current Entitlement Offer or by selling their existing shares on the stock exchange at less than fair value. Every AIV shareholder has the right to make an informed choice on what to do with their AIV shares. However, it is the wish of the independent AIV directors (those who are not associated with ASF) to ensure that AIV shareholders are given enough information so as to be able to make an informed choice.

The independent ActivEX directors hope that you will have regard to the following information in reaching a decision about what to do with your AIV shares:

  • it makes financial sense for AIV shareholders to take up their Entitlement Offer shares at 1.2 cents per share when there is a takeover bid on hand offering 1.5 cents per share;

  • there is no urgency for any AIV shareholder to accept the takeover which does not close until 28 June 2013. This means that there is plenty of time for AIV shareholders to read AIV’s target statement and independent expert’s report so that they have a balanced assessment of share value before them. Currently, AIV intends to mail out to AIV shareholders the target’s statement and independent expert’s report on or around 27 May 2013 leaving shareholders with at least one month to decide whether to accept the takeover offer, unless it is withdrawn;

  • any shareholder who accepts the on market bid early will not receive the benefit of any possible increased bid price;

At present, there are a number of indicators to show that the offer from ASF may undervalue AIV’s assets:

  • based on the subscription price for Entitlement Offer shares 1.2 cents per share and with the ASF offer underpinning the attractiveness of the Entitlement Offer, it is quite possible that AIV may have net available cash of approximately $1.6 million by the close of the Entitlement Offer on 28 May 2013. If this amount is deducted from the equity value of AIV determined through ASF’s takeover offer, namely $5.9 million, then it means that ASF’s underlying residual assets would only have a value of $4.3

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million. The independent AIV directors believe that AIV’s underlying tenements could well be valued at much more than $4.3 million and expect that a higher value will be apparent in the independent expert’s report when it is completed;

  • in the period leading up to the announcement of ASF’s on-market takeover bid on 13 May 2013, the volume weighted average price ( VWAP ) of the Company’s shares has fluctuated between 1.59 cents per share and 1.63 cents per share based on 5 day VWAP and 20 day VWAP averages. In other words, the market price was higher than the 1.5 cents per share offered by ASF, immediately prior to the offer. Any claim about a premium being payable by ASF for AIV shares is ill-founded. In addition the current Bid price for ActivEX shares represents a 25% discount to ASF’s last takeover offer, despite the possibility that the Company will be in a more secure financial position;

  • the independent AIV directors believe that the ASF bid is opportunistic and comes at a time when a drilling program to test the potential of AIV’s projects is about to commence. Successful drilling campaigns at the Barambah, Selwyn East or the newly acquired Siviour graphite project have the potential to see a re-rating of AIV shares by the market.

Despite ASF’s claim to the contrary in their Bid Statement, the non-associated AIV directors did not reject the now withdrawn conditional off-market bid at 2 cents per share. Instead the independent AIV directors advised shareholders to take no action until the independent expert’s report was available, as we continue to advise in this letter.

PLEASE DO NOT MAKE ANY DECISIONS REGARDING YOUR AIV SHARES UNTIL YOU RECEIVE AIV’S TARGET STATEMENT AND INDEPENDENT EXPERT’S REPORT EXPECTED AROUND 27 MAY 2013.

Yours sincerely

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R.E. (Dick) Keevers Chairman

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