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GENESIS RESOURCES LIMITED — M&A Activity 2012
Jul 19, 2012
64980_rns_2012-07-19_971a93a9-2963-416c-8514-ec9f224dd017.pdf
M&A Activity
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Clancy Exploration Limited 3 Corporation Place Orange NSW 2800 Australia
ASX / MEDIA ANNOUNCEMENT 20 July 2012
OFFER BY CLANCY EXPLORATION LIMITED FOR GENESIS RESOURCES LIMITED NOW UNCONDITIONAL AND FINAL
Clancy Exploration Limited (ASX: CLY) today announces that it has freed the offer under its off‐market takeover bid for Genesis Resources Limited (ASX: GES) of all defeating conditions and has extended the offer period.
The offer period has been extended by 3 weeks to 7pm (Sydney time) on Monday, 20 August 2012.
A copy of the formal Notice of Variation is attached.
Clancy's offer is now final.
Clancy will not increase its offer consideration and the offer period will not be extended further other than as required under the Corporations Act. Accordingly, Genesis shareholders who have not yet accepted the offer should do so NOW.
Clancy is preparing a Second Supplementary Bidder's Statement to provide, among other things, additional disclosure regarding its intentions in relation to Genesis. Clancy's Second Supplementary Bidder's Statement is expected to be made available on Monday, 23 July 2012.
Genesis Shareholders should ACCEPT the Clancy Offer.
Clancy's offer is now unconditional and final. Genesis shareholders should accept the Clancy offer because:
- The Clancy board and management team has the stability and technical experience required to unlock the value in the Plavica Project. Genesis' board and management do not.
- The Clancy board and management team has a strong track record of raising capital which will be necessary to develop the Plavica Project. Genesis' board and management have not evidenced this ability.
- The independent expert's report prepared by RSM Bird Cameron Corporate Pty Limited for Genesis and included in Genesis' Target Statement dated 14 June 2012 overvalues Genesis and undervalues Clancy.
- Genesis shareholders will benefit from being part of larger ASX listed company with an increased capacity to develop projects such as the Plavica Project to their full potential.
- The exploration tenements of Clancy and Genesis are complementary. The merged entity will have a diverse portfolio of tenements across numerous geographic regions in Australia as well as a project in Europe and a range of commodities.
- Costs savings may be achieved through the integration of Genesis with Clancy.
For more information regarding Clancy's bid please visit www.clancyexploration.com
‐‐ENDS—
Please direct enquiries to:
Gordon Barnes Managing Director Phone: +61 2 6361 1285 Email: [email protected] Web: www.clancyexploration.com
About Clancy Exploration
Clancy Exploration (ASX: CLY) is an Australian‐focused copper, gold, base metals and tin explorer. The Company's portfolio consists of copper‐gold projects in the Lachlan Fold Belt of NSW, base metal and tin projects in the Mount Read Volcanic Belt of Tasmania, Nadbuck near Broken Hill in NSW and Yalgoo, adjacent to the Golden Grove mine in Western Australia.
In NSW, Clancy has 12 wholly owned and managed projects and 7 joint venture projects which are managed by Gold Fields Australasia Pty Ltd. In Tasmania, Clancy has 2 base metal joint venture projects with Bass Metals and 2 tin joint venture projects with TNT Mines Pty Ltd (a wholly owned subsidiary of Minemakers Ltd). The Tasmanian projects are managed by Clancy's joint venture partners. This mix of Clancy and joint venture project funding allows a high level of exploration activity to be maintained, whilst prudently managing Clancy's financial resources. Details of Clancy's projects can be found at the Company's website: www.clancyexploration.com
Clancy Exploration Limited (ACN 105 578 756) Off-Market Bid for Genesis Resources Limited (ACN 114 787 469)
Notice of variation - extending Offer Period
$To:$ Genesis Resources Limited (Genesis)
And to: ASX Limited
And to: Each person to whom Clancy Exploration Limited (Clancy) has made an off-market takeover offer dated 31 May 2012.
This notice of variation (Notice of Variation) is given under Section 650D of the Corporations Act by Clancy in relation to the offers dated 31 May 2012 (Offer) under its takeover bid for all the ordinary shares in Genesis, the terms of which are contained in the bidder's statement from Clancy dated 16 May 2012 (as amended and supplemented by its first supplementary bidder's statement dated 26 June 2012).
Extension of the Offer Period
Clancy gives notice that the period which the Offer is open for acceptance (Offer Period) is varied by extending the close of the Offer Period from 7.00pm (Sydney time) on 30 July 2012 to 7.00pm (Sydney time) on 20 August 2012 (unless further extended or withdrawn in accordance with the Corporations Act).
Authorisation
This Notice of Variation is dated 20 July 2012, the date it was lodged with ASIC. Neither ASIC nor any of its officers takes any responsibility for the contents of this Notice of Variation. This Notice of Variation has been approved by a resolution passed by the directors of Clancy.
Dated: 20 July 2012
Signed for and on behalf of Clancy Exploration Limited
Mike Etheridge Non-Executive Chairman
Mark Lester Director