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EVOLUTION MINING LIMITED — Report Publication Announcement 2011
Sep 12, 2011
64885_rns_2011-09-12_fea66450-da63-4951-a109-d56fd4af3532.pdf
Report Publication Announcement
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13 September 2011
RELEASE OF EXPLANATORY MEMORANDUM & INDEPENDENT EXPERT’S REPORT
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Explanatory Memorandum released to ASX today and being dispatched to shareholders
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Independent Expert Grant Samuel determines the Transaction is in the best interests of Catalpa shareholders in the absence of a superior proposal
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Transaction unanimously recommended by the Catalpa Board
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Catalpa Shareholder vote scheduled for 14 October 2011
On June 15, 2011 Catalpa Resources Limited (ASX: CAH) announced a proposed scheme of arrangement with Conquest Mining Limited (ASX: CQT)(the “Scheme”) and the concurrent acquisition by Catalpa of Newcrest Mining Limited’s interests in the Cracow and Mt Rawdon gold projects (the “Asset Acquisition”) in exchange for new Catalpa shares (the “Share Issue”) (together the “Transaction”). The Transaction will create one of Australia’s leading mid-cap growth-focused and asset diversified Australian gold companies. It is intended that, following the Scheme and Asset Acquisition, the merged Conquest/Catalpa (“Merged Entity”) will undertake a pro-rata, renounceable entitlement offer to raise approximately $150 million (“Rights Offer”).
The Share Issue is subject to Catalpa shareholder approval and the Scheme is subject to Conquest shareholder approval at shareholder meetings scheduled for 14 October 2011.
Catalpa is pleased to advise that the Explanatory Memorandum in respect of the Share Issue has been released to the ASX today and Conquest has also today released its Scheme Booklet in respect of the proposed merger of equals with Catalpa. Copies of the Explanatory Memorandum and the Scheme Booklet will be posted to respective shareholders shortly and have also been lodged with the Australian Securities Exchange.
Grant Samuel & Associates Pty Limited was appointed by Catalpa to provide its opinion on the Transaction and has concluded that the Transaction is in the best interests of Catalpa shareholders in the absence of a superior proposal.
ASIC policy requires that the Transaction be assessed as if it were a takeover by Newcrest of the merged Conquest/Catalpa due to Newcrest taking a 33% shareholding (following the Rights Offer) in the Merged Entity through the Transaction. On this basis, Grant Samuel was not able to conclude the Transaction as being “fair” because the trading price of shares in the Merged Entity is unlikely to match the underlying value of shares in Catalpa (in the near term, as at the time of the valuations), which Grant Samuel has estimated is in the range $2.03 - $2.25 per share based on a number of factors, including a gold price assumption of A$1425-A$1475/oz. However, Grant Samuel believes that Catalpa shareholders will be better off if the Transaction is implemented than if it is not, expecting the underlying value of a Catalpa share to increase to $2.12 - $2.38 as a result of the Transaction. Accordingly, while not fair, the Transaction is reasonable and in Grant Samuel’s view is in Catalpa shareholders’ best interests, in the absence of a superior proposal. A concise version of Grant Samuel’s report forms part of the Explanatory Memorandum.
As noted above, Catalpa shareholders will vote on the Share Issue and matters related to the Transaction on October 14, 2011. Full details of the Transaction and voting instructions are outlined in the Explanatory Memorandum and associated Notice of Meeting.
Catalpa shareholders who require more information on the Transaction should visit the Catalpa website (www.catalparesources.com.au) or call the Catalpa transaction information line on 1300 383 678 (inside Australia) or +61 3 9415 4312 (outside Australia).
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For further enquiries contact:
Bruce McFadzean
Chief Executive Officer Catalpa Resources Limited Tel +61 8 6216 9700 [email protected]
John Gardner/Dudley White MAGNUS Tel +61 (02) 8999 1010 [email protected] [email protected]