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GENESIS RESOURCES LIMITED — M&A Activity 2014
Apr 3, 2014
64980_rns_2014-04-03_3588d461-7bc2-4430-9761-6ece0b0b5f5a.pdf
M&A Activity
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BLUMONT GROUP LTD.
(Company Registration No. 199302554G)
(Incorporated in the Republic of Singapore)
First Supplementary Bidder’s Statement
1 INTRODUCTION
This document is the first supplementary bidder’s statement ( First Supplementary Bidder’s Statement ) to the bidder’s statement dated 21 March 2014 ( Bidder’s Statement ) issued by Blumont Group Ltd. ( Blumont ) in relation to its off-market takeover bid for all the ordinary shares in Genesis Resources Limited ( Genesis ). This First Supplementary Bidder’s Statement is dated 4 April 2014.
This First Supplementary Bidder’s Statement supplements and should be read together with the Bidder’s Statement. A copy of this First Supplementary Bidder’s Statement has been lodged with ASIC and the ASX on 4 April 2014. Neither ASIC, the ASX nor any of their officers, take any responsibility for the contents of this First Supplementary Bidder’s Statement. A copy of this First Supplementary Bidder’s Statement will also be released by Blumont on SGXNET in Singapore. The SGX assumes no responsibility for the correctness of any of the statements, reports contained/referred to or opinions expressed in this First Supplementary Bidder’s Statement.
Capitalised terms in this First Supplementary Bidder’s Statement have the same meaning as that in the Bidder’s Statement unless the context requires otherwise.
2 ASSISTANCE WITH INVESTIGATIONS
The Blumont Board advises that, on 2 April 2014, G1 Investments Pte Ltd ( G1 Investments ), a wholly-owned subsidiary of Blumont, received a notice from the Commercial Affairs Department of the Singapore Police Force ( CAD ) requiring G1 Investments’ assistance with the CAD’s investigations into an offence under the Securities and Futures Act (Chapter 289) of Singapore ( SFA ). The CAD has requested access to, amongst others, all corporate electronic data from 1 January 2011 to-date, information technology equipment and data storage devices (if any) belonging to Mr. Neo Kim Hock, the Executive Chairman of Blumont, and Mr. James Hong Gee Ho, an executive director of Blumont.
Further, Blumont has been informed that Mr. Hong has been requested to assist the CAD in its investigations into a possible infringement under the SFA. Mr. Hong has indicated that he will cooperate fully with CAD in its investigations.
Blumont notes that the CAD made the following announcement on 2 April 2014:
“The Commercial Affairs Department (CAD) of the Singapore Police Force has commenced an investigation into possible breaches of the Securities and Futures Act (Cap. 289) arising from suspected trading irregularities in the shares of ... Blumont Group Ltd ... CAD is working jointly with the Monetary Authority of Singapore in the investigation.”
Importantly, Blumont advises that the business and operations of Blumont are not affected by the investigations and will continue as normal.
3 UPDATE TO FINANCIAL INFORMATION CONTAINED IN SECTION 6 OF THE BIDDER’S STATEMENT
Blumont advises that reclassifications have been made by the auditors of Blumont, Moore Stephens LLP in Singapore, in Blumont’s audited consolidated statement of comprehensive (loss)/income and consolidated statement of financial position as compared to the unaudited information disclosed in Section 6 of the Bidder’s Statement. The reclassifications have resulted in an increase of S$2.0 million (approximately A$1.72 million) in the net assets of the Blumont Group as at 31 December 2013 and a corresponding S$2.0 million (approximately A$1.72 million) decrease in the net loss of the Blumont Group for the financial year ended 31 December 2013.
4 PROFIT WARNING
On 31 March 2014 Blumont announced on SGXNET that it expects to report a net loss for the first quarter ended 31 March 2014. The expected loss for that quarter arose from the unrealised losses arising from fair value readjustments of the Blumont Group’s investment in transferable securities (financial assets). The Blumont Group’s Investment Holding Business unit and quoted financial assets, available-for-sale, including the portfolio under the Mineral and Energy Resources Sector, is tied to the changes in financial markets and the global economy with uncertainty and volatility in the investment outlook.
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UPDATE ON CONDITIONS
Blumont also advises that it is seeking to ascertain from Genesis whether the Condition in Section 11.5(p)(iv) of the Bidder’s Statement was satisfied by 31 March 2014 (that Condition required Genesis to submit to the Plavica JV Partner the final feasibility study in respect of Plavica Concession No. 19-6648/1 in accordance and compliance with the terms of the Plavica JV Agreement and all relevant laws).
Blumont does not waive any non-satisfaction of this Condition and reserves its right to rely on any non-satisfaction of this Condition. Blumont will make further announcements to the ASX and on SGXNET in relation to this Condition.
ENQUIRIES
Please contact the Blumont Offer Information Line on 1300 459 512 (for callers within Australia) or +61 3 9415 4290 (for callers outside of Australia) if you have any questions in relation to our Offer or this First Supplementary Bidder’s Statement.
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APPROVAL OF FIRST SUPPLEMENTARY BIDDER’S STATEMENT
This First Supplementary Bidder’s Statement has been approved by a unanimous resolution passed at a meeting of the directors of Blumont.
Signed for and on behalf of Blumont by Mr. James Hong Gee Ho, being a director of Blumont, who is authorised to sign by a resolution passed at a meeting of the directors of Blumont.
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Mr. James Hong Gee Ho Director
Dated: 4 April 2014