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GENESIS RESOURCES LIMITED — Merger & Acquisition 2014
Jul 22, 2014
64980_rns_2014-07-22_1c8ce5dd-b824-4180-84d2-86fe65af50c9.pdf
Merger & Acquisition
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23 July 2014
Companies Announcements Platform Australian Securities Exchange Exchange Centre 20 Bridge Street SYDNEY NSW 2000
Contact Michael MacMahon Direct Line (02) 8083 0451 Email [email protected] Partner Darren Pereira Our Ref MBM:13670013
Dear Sir/Madam
Blumont Group Ltd. takeover bid for Genesis Resources Limited Fifth Supplementary Bidder's Statement
We act for Blumont Group Ltd. (Blumont) and refer to Blumont's bidder's statement dated 21 March 2014 in relation to its off-market takeover bid for the ordinary shares in Genesis Resources Limited.
In accordance with section 647 of the Corporations Act 2001 (Cth), we enclose a copy of the fifth supplementary bidder's statement dated 23 July 2014. The document has today been lodged with the Australian Securities and Investments Commission.
Yours sincerely
Ichy Realur
Holding Redlich
Enclosures: 1
Sydney. Melbourne. Brisbane
Level 65 MLC Centre 19 Martin Place Sydney NSW 2000 DX 529 Sydney GPO Box 4118 Sydney NSW 2001 T +61 2 8083 0388 www.holdingredlich.com ABN 15364527724
BLUMONT GROUP LTD.
(Company Registration No. 199302554G) (Incorporated in the Republic of Singapore)
Fifth Supplementary Bidder's Statement
1. Introduction
This document is the fifth supplementary bidder's statement (Fifth 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 Fifth Supplementary Bidder's Statement is dated 23 July 2014.
This Fifth Supplementary Bidder's Statement supplements and should be read together with the Bidder's Statement, as well as the first supplementary bidder's statement by Blumont dated 4 April 2014, the second supplementary bidder's statement by Blumont dated 22 April 2014, the third supplementary bidder's statement by Blumont dated 2 May 2014 and the fourth supplementary bidder's statement by Blumont dated 6 June 2014.
A copy of this Fifth Supplementary Bidder's Statement has been lodged with ASIC and the ASX on 23 July 2014. Neither ASIC, the ASX nor any of their officers take any responsibility for the contents of this Fifth Supplementary Bidder's Statement. A copy of this Fifth 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 Fifth Supplementary Bidder's Statement.
Capitalised terms in this Fifth Supplementary Bidder's Statement have the same meaning as that in the Bidder's Statement unless the context requires otherwise.
2. Increase in shareholding in Blumont Copper Pte. Ltd.
Blumont has acquired the remaining ordinary shares in Blumont Copper Pte. Ltd. (Blumont Copper) that it did not already own. Therefore, Blumont now holds 100% of the total issued share capital of Blumont Copper. The consideration for the acquisition was nominal as the book value and net tangible liabilities value of the shares acquired by Blumont were each US\$1 million.
Given that Blumont Copper is now 100% owned by Blumont, Blumont and the former shareholders in Blumont Copper have formally terminated the Blumont Copper Joint Venture Agreement detailed in Section 12.12(e) of the Bidder's Statement (and each party has released each other party from all past, present and future claims). Further, Ms Ines Scotland has ceased in her role as Chief Executive Officer of Blumont Copper. Blumont Copper will now be solely controlled and managed by the management of the wider Blumont Group. The purpose and activities of Blumont Copper remain the same being the evaluation and potential investments in mineral and energy resources projects, specifically in the copper sector.
3. Changes in Blumont Directors and committees
3.1 Appointment of independent non-executive director
Blumont is pleased to announce that Mr Farhash Wafa Salvador was appointed as an independent non-executive director of Blumont with effect from 18 July 2014. Mr Salvador has also been appointed as a member of Blumont's Nominating Committee, Audit Committee and Remuneration Committee.
Mr Salvador is currently a director and co-owner of TTDI Cars Sdn. Bhd. (which is in the automotive industry) and co-founder and executive director of Swag Technologies Sdn. Bhd. (which is an information technology and communications company). Prior to those roles, Mr Salvador was Vice-President and co-owner of Pacific College of Nursing & Health Sciences and a director and co-owner of the City College of Business Management Kuala Lumpur, both of which operate in the private higher education industry. Mr Salvador has a Master of Science in Finance and a Degree in Business Administration each from the University of Portsmouth (in the United Kingdom). Mr Salvador does not have an interest in any Blumont Shares.
3.2 Redesignation of Mr Ng Kim Huatt as an executive director
Blumont advises that Mr Ng Kim Huatt has been redesignated as an executive director with effect from 19 July 2014. Mr Ng was originally appointed to the Blumont Board as an independent nonexecutive director on 23 April 2014 and was redesignated as an executive director on 19 July 2014. Mr Ng will be responsible for the overall direction, strategic planning and day-to-day management of Blumont's affairs in his new role as an executive director of Blumont.
3.3 Resignation of Mr James Hong Gee Ho as an executive director
Blumont advises that Mr James Hong Gee Ho has resigned as an executive director of Blumont, for personal reasons, with effect from 20 July 2014.
3.4 Reconstitution of board and committees
As at the date of this Third Supplementary Bidder's Statement, the Blumont Board consists of the following directors:
- (a) Mr Ng Kim Huatt (Executive Director);
- (b) Mr Calvin Lim Huan Kim (Lead Independent Director);
- (c) Mr Tan Gim Kang, Arran (Independent Non-Executive Director); and
- (d) Mr Farhash Wafa Salvador (Independent Non-Executive Director).
Mr Calvin Lim Huan Kim, Mr Tan Gim Kang, Arran and Mr Farhash Wafa Salvador are all members of the Nominating Committee, Audit Committee and Remuneration Committee.
4. Extension of the Merlin Takeover Bid offer period
As Blumont announced on 18 July 2014, Blumont has extended the offer period under its Merlin Takeover Bid so that the Merlin Takeover Bid is now scheduled to close at 7:00pm (Sydney time) on 30 September 2014 (unless further extended or withdrawn) (Merlin Extension Notice).
In accordance with section 650E of the Corporations Act, given that the extension of the offer period for the Merlin Takeover Bid postpones for more than one month the time when Blumont has to meet its obligations under the Merlin Takeover Bid, Merlin shareholders that have accepted into the Merlin Takeover Bid on or before the date of the Merlin Extension Notice may withdraw their acceptance within one month beginning on the day after they receive the Merlin Extension Notice (as a copy of the Merlin Extension Notice was despatched to all Merlin shareholders).
5. 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 Fifth Supplementary Bidder's Statement.
APPROVAL OF FIFTH SUPPLEMENTARY BIDDER'S STATEMENT
This Fifth Supplementary Bidder's Statement has been approved by a unanimous resolution passed of the directors of Blumont.
Signed for and on behalf of Blumont by Mr. Ng Kim Huatt, being a director of Blumont, who is authorised to sign by a resolution of the directors of Blumont.
........................................
Mr Ng Kim Huatt Director
Dated: 23 July 2014