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ENERGY METALS LTD — Capital/Financing Update 2009
Sep 7, 2009
64845_rns_2009-09-07_d8e656be-9357-4bbe-b4f7-92ea5cef8bf6.pdf
Capital/Financing Update
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Recommended Proportional Offer and Rights Issue from China Guangdong Nuclear
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8 September 2009
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DISCLAIMER
This presentation has been prepared by Energy Metals Limited (“Energy Metals or EME”). The information contained in this presentation is a professional opinion only and is given in good faith.
Certain information in this presentation has been derived from third parties and though Energy Metals has no reason to believe that it is not accurate, reliable or complete, it has not been independently audited or verified by Energy Metals.
Any forward looking statements included in this presentation involve subjective judgement and analysis and are subject to uncertainties, risks and contingencies, many of which are outside the control of, and maybe unknown to, Energy Metals. In particular they speak only to the date of this presentation, they assume the success of Energy Metals’ strategies, and they are subject to significant regulatory, business, competitive and economic uncertainties and risks. Actual future events may vary materially from the forward looking statements and the assumptions on which these assumptions are based. Recipients of this presentation are cautioned not to place undue reliance on such forward looking statements.
Energy Metals makes no representation or warranty as to the accuracy, reliability or completeness of information in this document and does not take responsibility for updating any information or correcting any errors or omissions which may become apparent after this presentation is released.
To the extent permitted by law, Energy Metals and its officers, employees, related bodies corporate and agents disclaim all liability, direct, indirect or consequential (and whether or not arising out of the negligence, default or lack of care of Energy Metals and/or any of its agents) for any loss or damage suffered by a recipient or other persons arising out of, or in connection with, any use or reliance on this presentation or information.
All amounts in A$ unless stated otherwise.
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Transaction Highlights
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China Guangdong Nuclear Power Holding Co. Ltd. (“CGNPC”) subsidiary China Uranium Development Company (“CUD”) to make a 70% proportional takeover offer to Energy Metals shareholders at $1.02 per share
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Offer conditional on 50.1% acceptance and other standard conditions
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• CUD will also underwrite a 1:9 rights issue at $0.90 which Energy Metals intends to conduct following the close of the takeover offer
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Energy Metals directors unanimously recommend acceptance of the Offer in the absence of a superior offer
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Energy Metals’ largest shareholder Jindalee Resources has indicated its intention to accept the CUD offer in the absence of a superior offer
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• CUD may hold up to 73% of Energy Metals following the takeover offer and rights issue
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Benefits to Energy Metals Shareholders
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Strong premium with the security of cash for 70% of Energy Metals shares
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Premium of 19% to last trade
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Premium of 60% to 3 month VWAP
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Premium of 71% to 6 month VWAP
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Shareholders retain exposure to Energy Metals assets through remaining shareholding
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Energy Metals immediate funding requirements are met
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Post-Offer rights issue will allow for both project development at Bigrlyi and further exploration to be expedited
• Bigrlyi Project development risks reduced
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CGNPC has extensive financial capacity, reducing financing risks for Bigrlyi Project development
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Energy Metals will also benefit from the technical expertise of CGNPC - an integrated leader in the clean energy industry in China
• Strategic relationship with nuclear power end-user
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Broader Benefits
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A significant investment into the Australian uranium sector
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China is the single largest investor in enhancement of clean power generation capacity globally
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Shores up funding for the accelerated exploration and development of the Ngalia Basin region
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One of the most prospective yet under-explored uranium provinces in Australia
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Likely to be flow on economic and social benefits both for the local community and other miners with interests in the region
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Opportunities for enhanced co-operation and understanding, while maintaining an Australian focus and identity
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Energy Metals will continue to be Australian-headquartered and listed on ASX
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The Board will have both Australian and Chinese representatives, and local management and consultants will be retained
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Supports the development of a new Australian uranium producer
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Premium Information
• Offer is at a substantial premium to Energy Metals’ trading prices over the past 6 months
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Cash offer of $1.02 per share
19%
42%
60%
71%
$0.86
$0.72
$0.64
$0.60
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Last Close 1 month VWAP 3 month VWAP 6 month VWAP (26 Aug 09)
- Cash offer is for 70% of shares only. Overall value depends on value of 30% of shares retained after close of the Offer. Assuming this is equal to the last closing price of $0.86, the overall value of the Offer is $0.97 per share and the premiums are 13%, 35%, 52% and 62%.
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Conditions to the Offer
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Minimum 50.1% acceptance
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FIRB and Chinese Regulatory Approvals (NDRC, MOC, SAFE)
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No material adverse change
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No prescribed occurrences
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No material transactions, claims or charges
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Absence of regulatory intervention
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No third party consents required
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Other provisions in the Implementation Deed are standard
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$500,000 break fee by Energy Metals on superior proposal/change of recommendation
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$500,000 break fee by URC if failure to obtain Chinese Regulatory Approvals
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Exclusivity and no shop/no talk, subject to fiduciary carve outs
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Strategic Rationale
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CUD offer represents the culmination of Energy Metals strategic review
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Process run over more than 12 months
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Extensive interest from national and international parties
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The CUD offer delivers shareholders with the opportunity to realise 70% of their -
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investment in Energy Metals at an attractive price, yet retain and de risk exposure to the Bigrlyi Project, Energy Metals flagship asset
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The CUD-underwritten rights issue will raise $11.7m
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A significant financial base to progress development at Bigrlyi and accelerate exploration on 100% owned ground
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Energy Metals shareholders can re-invest offer funds if they chose
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CGNPC is a leader in the clean energy industry, with existing uranium mining investments in Central Asia
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Energy Metals will benefit greatly from exposure to CGNPC technical expertise, industry contacts, and extensive financial resources
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About CGNPC, URC and CUD
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CGNPC is a Chinese State Owned Enterprise (“SOE”) with over 4,000 MWe of installed nuclear generation capacity, with in excess of 20,000 MWe under construction
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CGNPC also operates wind, solar and hydro power generation facilities
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More information is available at:
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http://www.cgnpc.com.cn/n2881959/n3075227/index.html
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CGNPC Uranium Resources Co. Ltd (“URC”) is a subsidiary company of CGNPC in charge of securing uranium supply for its nuclear reactors
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URC is authorised by CGNPC to manage all CGNPC’s domestic and foreign uranium product trade and uranium resources investment
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URC is the signatory to the Implementation Deed, while CUD is making the offer to Energy Metals shareholders
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CUD is an investment vehicle of CGNPC for its foreign uranium development business
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Timetable*
- Bidders Statement
Late September
- Offer Period
October
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Regulatory Approvals
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Offer Close
Late October Early November
- Rights Issue
November - December
Energy Metals Contacts:
Lindsay Dudfield
Justin Mannolini/John Raston
Executive Director, Energy Metals Limited Gresham Advisory Partners Limited Office: +61 (08) 9322 6904 Office: + 61 (08) 9486 7077 Fax: +61 (08) 9321 7950 Email: [email protected] [email protected] Email: [email protected]
- These dates are indicative only and subject to change. Full details will be provided in the Bidder’s Statement to be lodged by CUD.
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PRIVATE AND CONFIDENTIAL
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