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Brockman Mining Limited — M&A Activity 2011
Jan 23, 2011
48994_rns_2011-01-23_2a0e172e-f3af-43ae-8c82-6dbdb38e4e90.pdf
M&A Activity
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24 January 2011
SHAREHOLDER UPDATE – WAH NAM TAKEOVER OFFER
Dear Shareholder
I would like to take this opportunity to update you on developments relating to the Wah Nam takeover bid and to invite you to call our information line should you have any further queries.
In late December you would have received Brockman’s Target’s Statement in relation to Wah Nam’s takeover bid. It remains the unanimous recommendation of the Brockman Board that you TAKE NO ACTION and DO NOT ACCEPT the Wah Nam offer. The key reason being:
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concerns over the underlying value and liquidity of the Wah Nam shares being offered to you in exchange for your Brockman shares;
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the uncertain and highly conditional nature of Wah Nam’s bid; and
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Brockman does not need Wah Nam in order to deliver further value for Brockman shareholders.
The Board’s concerns about the underlying value of the Wah Nam scrip have been fully justified by recent trading in Wah Nam shares. Since the launch of the bid on 10 November 2010, Wah Nam International securities, listed on the Hong Kong Stock Exchange have fallen from A$0.218 to A$0.171 (as at 17 January 2011), a drop of 22%.
At A$0.171, the implied price of the bid is A$5.13 per Brockman share, which represents a premium of less than 1% to the Brockman share price on the same day of A$5.11 per share. Brockman’s market capitalisation is now significantly higher than Wah Nam’s as a result of this fall in Wah Nam’s share price.
Brockman’s Directors are also concerned about the lack of trading liquidity in Wah Nam’s shares. Since Wah Nam International Holdings Limited listed on the ASX, the value of Wah Nam shares traded on the ASX and HKSE combined has averaged $355,800 a day. This compares with Brockman’s average daily trading value of $972,200.
The Wah Nam bid remains highly conditional. The offer has been extended to 16 February and as at the date of this letter, Wah Nam was yet to receive any material acceptances in the two months the bid has been open.
As announced on 11 January, Brockman has also made an application to the Takeovers Panel, submitting that Wah Nam and certain other Brockman shareholders are associated. Brockman is asking the Panel to declare “unacceptable circumstances” and to issue various orders. The application is still being considered by the Panel and updates will be posted by the Takeovers Panel on Brockman’s ASX announcements at asx.com.au.
In the mean time, Brockman remains focused on delivering the Marillana Project and creating further shareholder value. To this end, the Board is pleased to report that negotiations are progressing well in relation to the port and rail agreement with Fortescue Metals Group as outlined in Brockman’s announcement on 16 December 2010. We believe that this stands to be a company-transforming agreement which will provide the earliest opportunity to bring Marillana into production.
Again, the Board urges you TAKE NO ACTION and DO NOT ACCEPT the Wah Nam Offer by simply doing nothing and disregarding all documents that you receive from Wah Nam.
If you have any questions in relation to the Wah Nam offer, please call the Brockman shareholder information line on 1300 134 857 (for calls made from within Australia) or (03) 9415 4216 (for calls made from outside Australia).
Yours sincerely
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Barry Cusack Non-Executive Chairman
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