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GENESIS RESOURCES LIMITED — M&A Activity 2012
Jun 21, 2012
64980_rns_2012-06-21_7d42ac0b-04e1-43f5-be9c-cdd944022a20.pdf
M&A Activity
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ASX / MEDIA ANNOUNCEMENT 22 June 2012
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Clancy Exploration Limited Phone: (02) 6361 1285
3 Corporation Place Fax: (02) 6361 1202
Orange NSW 2800 www.clancyexploration.com
Australia [email protected]
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EXTENSION OF OFFER FOR GENESIS RESOURCES AND PRELIMINARY
RESPONSETOTRGET’SSTATEMENT
Clancy Exploration Limited ( ASX: CLY ) today announces that it will extend the offer period under its takeover bid for all of the ordinary shares in Genesis Resources Limited ( ASX: GES ), the terms of which are contained in the bidder’s statement dated 16 May 2012.
The offer period has been extended by 4 weeks to 7pm (Sydney time) on Monday, 30 July 2012 .
A copy of the formal Notice of Variation is attached.
Pursuant to Section 630(2) of the Corporations Act, the new date for giving the notice of the status of the offer conditions will be 23 July 2012. The offer conditions set out in the bidder’s statement have not been satisfied as at the date of this notice and the offer remains subject to those conditions.
In addition, Clancy announces that it is preparing a Supplementary Bidder’s Statement in response to the Target’s Statement issued by the Genesis board. Clancy’s Supplementary Bidder’s Statement is expected to be available on or about Tuesday 26 June 2012.
Genesis Shareholders should ACCEPT the Clancy Offer.
On 14 June 2012 the Genesis Board issued its Target’s Statement regarding the Clancy Offer. The Supplementary Bidder’s Statement will highlight why Genesis Shareholders should Accept the Clancy Offer, in summary:
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The Clancy Board urges Genesis shareholders to critically examine recent statements, ASX releases and arguments made by Genesis's board and Advisors.
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The Independent Expert’s Report uses fundamentally flawed methodology to value both Genesis and Clancy.
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The value of 30.5 cents per Genesis share preferred by the Independent Expert retained by Genesis represents a 577% premium to the recent rights issue price of 4.5 cents per share, which is clearly not credible.
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The Plavica Project confronts a number of technical challenges – Genesis shareholders should consider which board and management team has the experience to effectively address these challenges.
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The Clancy board and management team have superior skills and a better track record of raising the capital necessary to enable Genesis to unlock the value in the Plavica Project.
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If Clancy’s offer lapses, in the absence of any other offer, there is a real possibility that the Genesis share price on ASX will fall, possibly to levels below the recent 4.5 cents rights issue price.
A more detailed examination of the Target’s Statement will be included in the Clancy supplementary bidder’s statement.
For more information regarding Clancy’s bid please visit www.clancyexploration.com
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--ENDS—
Extension of Offer for Genesis Resources (WM00748230)
ASX / Media Announcement
Clancy Exploration Limited (ASX: CLY)
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
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Extension of Offer for Genesis Resources (WM00748230)
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.
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 2 July 2012 to 7.00pm (Sydney time) on 30 July 2012 (unless further extended or withdrawn in accordance with the Corporations Act).
Authorisation
This Notice of Variation is dated 22 June 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: 22 June 2012
Signed for and on behalf of Clancy Exploration Limited
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Mike Etheridge Non-Executive Chairman
Gordon Barnes Managing Director
Notice to extend offer period (WM00744271) CLY signed.doc