Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

GENESIS RESOURCES LIMITED M&A Activity 2015

Feb 4, 2015

64980_rns_2015-02-04_b72e40da-a0ac-46be-9c30-7a79223c2bdb.pdf

M&A Activity

Open in viewer

Opens in your device viewer

5 February 2015

The Manager Company Announcements Office Australian Securities Exchange 20 Bridge Street SYDNEY NSW 2000

Special Counsel Michael MacMahon Direct Line (02) 8083 0451 Email [email protected] Partner Darren Pereira Our Ref MBM:13670013

Dear Sir / Madam

Takeover bid by Blumont Group Ltd. for Genesis Resources Limited Notice of variation - Extension of offer period

We act for Blumont Group Ltd. (Blumont) in relation to its off-market takeover bid for all the ordinary shares in Genesis Resources Limited (Genesis).

We enclose a formal notice of variation which was lodged with the Australian Securities and Investments Commission today and which will be sent to Genesis shareholders, together with a copy of the enclosed letter. The notice extends the offer period under Blumont's takeover bid until 5pm Melbourne time on 23 March 2015.

Yours sincerely

~)~ ~o\~

Holding R~~ich

Sydney. Melbourne. Brisbane

(Company Registration No. 199302554G) (Incorporated in the Republic of Singapore)

T 000001 000 GES_TK MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

5 February 2015

*L000001*

Dear Genesis Shareholder

Blumont extends the Offer Period for its Genesis Resources Limited takeover bid until 23 March 2015

Blumont Group Ltd. (Blumont) is pleased to announce that it has extended the Offer Period under its recommended off-market takeover bid for all the ordinary shares in Genesis Resources Limited (Genesis).

The Offer is now scheduled to close at 5.00pm Melbourne time on 23 March 2015 (unless further extended or withdrawn). As detailed in the Bidder's Statement, Blumont's Offer is conditional on the approval of Blumont Shareholders for the Offer and the proposed allotment and issue of the Blumont Shares to be issued to Genesis Shareholders. In order to obtain that approval Blumont must prepare a 'Circular' to send to its shareholders, which must be accompanied by a 'qualified person's report'. Blumont has submitted a draft copy of the 'Circular' to the SGX for review, as is required under the Listing Manual. Blumont is now in the process of both finalising the Circular, following consultation with the SGX, and obtaining in-principle approval of the SGX for the listing and quotation of the Blumont Shares to be offered as the Offer Consideration. Blumont considers that the time to finalise its Circular, coupled with the time to convene the required shareholders' meeting, requires the Offer Period to be extended until 5.00pm Melbourne time on 23 March 2015.

Blumont is pleased to announce the following indicative timetable for seeking Blumont Shareholder approval:

ACTION DATE
Despatch of Circular and notice of shareholders' meeting to Blumont Shareholders 24 February 2015
Extraordinary general meeting for Blumont Shareholders 11 March 2015
Closing Date of the Offer 23 March 2015

Please note that the above dates (other than the Closing Date of the Offer) are indicative only and may change without notice.

We continue to believe our Offer is highly attractive. The Genesis Directors have, in the absence of a Superior Proposal, unanimously recommended that Genesis Shareholders accept Blumont's Offer of 9.5 Blumont Shares for two every Genesis Shares.

A formal notice of variation required by the Corporations Act 2001 (Cth) and which implements the extension of the Offer Period is enclosed. If you have already accepted Blumont's Offer, you need not take any action. If you have not, we encourage you to accept the Offer for the reasons set out in our Bidder's Statement dated 21 March 2014. As the Offer Period has been extended by more than one month, Genesis Shareholders that have already accepted the Offer do have the right to withdraw their acceptance (further details regarding this right are included in the enclosed notice).

If you have any questions in relation to how to accept the Offer or any other matters relating to the Offer, please contact Blumont's Offer Information Line on 1300 459 512 (for callers within Australia) or +613 9415 4290 (for callers outside Australia). Terms that are defined in this letter have the meaning given to them in Blumont's Bidder's Statement.

Blumont looks forward to receiving your acceptance of our Offer and welcoming you as a Blumont Shareholder.

Yours faithfully

Mr Ng Kim Huatt Director Blumont Group Ltd.

Blumont Group Ltd.

Takeover bid for Genesis Resources Limited

Notice of variation - Extension of offer period

To:

*M000001Q02*

  • the Australian Securities and Investments Commission (ASIC);
  • the Australian Securities Exchange (ASX);
  • Genesis Resources Limited (Genesis); and
  • each person to whom an offer was made under the bidder's statement dated 21 March 2014 (Bidder's Statement) issued by Blumont Group Ltd. (Blumont), in respect of Blumont's takeover offer (Offer) for all the ordinary shares in Genesis.

Terms defined in the Bidder's Statement have the same meaning in this notice.

A copy of this notice was lodged with ASIC on 5 February 2015, which is the date of this notice. ASIC takes no responsibility for the contents of this notice.

Extension of the Offer Period

Blumont gives notice under section 650D(1) of the Corporations Act 2001 (Cth) (Corporations Act) that:

  • it varies the Offer by extending the Offer Period so that the Offer will remain open for acceptance until 5:00pm (Melbourne time) on 23 March 2015; and
  • accordingly, the Offer is varied by:
  • replacing "13 February 2015" with "23 March 2015" in Section 11.3 of the Bidder's Statement (and in every other place that it appears in the Bidder's Statement); and
  • replacing "5 February 2015" with "13 March 2015" in Section 11.8 of the Bidder's Statement.

New date for giving notice under section 630(2)

Blumont hereby gives notice under section 630(2)(b) of the Corporations Act that as a result of the extension of the Offer Period, the new date for giving notice on the status of the Conditions is 13 March 2015, subject to variation in accordance with section 630(2) of the Corporations Act.

As at the date of this notice:

  • (a) so far as Blumont is aware, none of the Conditions in Section 11.5 of the Bidder's Statement have been fulfilled (other than the Condition in Section 11.5(p)(iv) which has been satisfied as detailed in Section 4 of Blumont's Third Supplementary Bidder's Statement dated 2 May 2014); and
  • (b) the Offer has otherwise not been freed from and remains subject to the Conditions.

Withdrawal rights

In this section, words defined in the ASX Settlement Operating Rules have the same meaning unless the context requires otherwise.

In accordance with section 650E of the Corporations Act, as the extension of the Offer Period postpones for more than one month the time when Blumont has to meet its obligations under the Offer, those Genesis Shareholders who have accepted the Offer on or before the date of this notice may withdraw their acceptance by giving written notice to Blumont (Withdrawal Notice) within one month beginning on the day after they receive this notice (Withdrawal Period).

A Withdrawal Notice by a Genesis Shareholder withdrawing their acceptance under section 650E of the Corporations Act must:

  • if the Genesis Shareholder's shares are in a CHESS Holding:
  • be in the form of a Valid Originating Message Transmitted to ASX Settlement by the Controlling Participant for that CHESS Holding in accordance with Rule 14.16.1 of the ASX Settlement Operating Rules and specifies the number of Genesis Shares to be released from the Subposition; or
  • be in the form of a notice in writing to Blumont setting out the information that Blumont requires to enable it to transmit a Valid Message to ASX Settlement on behalf of the Genesis Shareholder in accordance with Rule 14.6.5 of the ASX Settlement Operating Rules; and
  • in any other case, be in writing to Blumont.

A Withdrawal Notice that is in writing to Blumont must be sent to:

Computershare Investor Services Pty Limited GPO Box 2115 MELBOURNE VICTORIA AUSTRALIA 3001

In order to assist with the processing of withdrawals, the Withdrawal Notice should identify the full name of the withdrawing Genesis Shareholder, provide the Genesis Shareholder's SRN or HIN (as applicable) as well as the other information specified above.

If a Genesis Shareholder is legally entitled to give, and does give, a Withdrawal Notice within the Withdrawal Period, then within 14 days after the day on which the Genesis Shareholder gives the Withdrawal Notice, Blumont will:

  • return to the Genesis Shareholder any documents that were sent by the Genesis Shareholder to Blumont with the acceptance of the Offer; and
  • if the Genesis Shareholder's shares are in a CHESS Holding, transmit a Valid Message that authorises the release of the relevant shares from the Offer Accepted Subpositions in which the shares have been reserved in accordance with Rule 14.16.3 or 14.16.5 of the ASX Settlement Operating Rules (as appropriate).

If you would like to exercise your right to withdraw your acceptance and you would like further information, please contact your legal, financial or other professional adviser or telephone the Blumont Offer Information Line on 1300 459 512 (for callers within Australia) or +613 9415 4290 (for callers outside Australia).