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.

GORILLA GOLD MINES LTD M&A Activity 2011

Mar 10, 2011

64983_rns_2011-03-10_4ebb1840-09d8-4288-98bd-ada8622649ac.pdf

M&A Activity

Open in viewer

Opens in your device viewer

D J Carmichael Pty Limited

Market Participant of ASX Limited Australian Financial Services Licence No. 232571 Level 3 London House 216 St Georges Terrace
PERTH WA 6000

PO Box Z5186
PERTH WA 6831

Telephone (61 8) 9263 5200 Facsimile (61 8) 9263 5280 Email: [email protected] Webpage: www.djcarmichael.com.au

ASX Company Announcements Date 10 March 2011
Company Fax No. 1300 135 638
From ********
Mark Hall -- 08 9263 5221
Pages
Regarding On-Market Takeover . A SAN AN AN A SAN A SAN AN AN AN AN AN AN AN AN AN AN AN AN A

This message is intended only for the use of the individual or entity to which it is addressed and may contain certain information which is privileged, confidential or subject to copyright. Any unauthorised use, disclosure, distribution or copying of this communication by anyone other than the intended recipiont is strictly prohibited. If you have received this message in error, please notify us immediately by totophone so that we can arrange for its return.

Message:

Please refer attached notice.

D.J. Carmichael Pty Limited ABN 26 003 058 857 Participant of ASX Limited Australian Financial Services Licence No: 232571 Level 3. London House 216 St George's Terrace, Perth, Western Australia 6000 PO Box Z5186, Perth, Western Australia 6831 T: +61 (0)8 9263 5200 F: +61 (0)8 9263 5280 E: [email protected] W: www.dicarmichael.com.au

Company Announcements Platform ASX Limited 20 Bridge Street Sydney NSW 2000

By facsimile: 1300 135 638

11 March 2011

For immediate release to the market

Unconditional on-market offer by Seager Rex Harbour ("Harbour") for all of the fully paid ordinary shares in Mintails Limited (ASX:MLI) (ABN 45 008 740 672) ("Mintails Shares") at \$0.08 cash per share

DJ Carmichael Pty Ltd (ABN 2600 3058 857/ AFSL 232571) ("Carmichael") will, on behalf of Harbour, offer ("Offer"), pursuant to section 635 of the Corporations Act 2001 (Cwlth) ("Corporations Act"), to acquire on-market all of the fully paid ordinary shares in Mintails which are listed for quotation on the official list of the Australian Securities Exchange ("ASX") that exist or will exist at any time during the Offer Period (as defined below) and are not already owned by Harbour and his associates ("Mintails Shares").

The Offer will be made at a price of \$0.08 per Mintails Share ("Offer Price").

From 11.00am on the day of this announcement and ending at 4.00pm 29 April 2011 (unless extended or withdrawn), Carmichael (on behalf of Harbour) will accept at the Offer Price every Mintails Share offered to it on-market, up to a maximum number of 100.764.836 Mintails Shares (being all of the Mintails Shares not already owned by Harbour and his associates) plus any additional Mintails Shares which are issued during the Offer Period).

As the bid is an on-market bid, the Offer is unconditional and payment of the consideration will be by way of cash.

The key features of the Offer are:

  • the bid is by way of an on-market, unconditional offer of \$0.08 cash per Mintails $\bullet$ Share; and
  • Carmichael will stand in the market on behalf of Harbour and accept Mintails Shares offered to it on-market at the Offer Price from 11.00am on the day of this announcement. However, the Offer will officially be made during the period commencing at 10.00am on 28 March 2011 (being the first trading day after the end

of 14 days after the date of this announcement) and ending at 4,00pm on 29 April 2011 ("Offer Period"), unless extended or withdrawn as permitted under the Corporations Act.

Broker

Harbour has appointed Carmichael as its broker for the purchase of Mintails Shares onmarket.

Acceptance

As the Offer will be an on-market offer, accepting shareholders may only accept the Offer onmarket through brokers which are participating organisations of ASX.

Variation of Offer

Harbour may extend the Offer Period in accordance with the Corporations Act.

In accordance with ASX Market Integrity Rule 6.1.1(e)(iii). Carmichael is required to state that the Offer Price may be increased in accordance with the Corporations Act. Harbour reserves the right to withdraw unaccepted Offers in the limited circumstances permitted by. and in accordance, with Part 6.7 of the Corporations Act, at any time before the end of the period in which the Offers remain open for acceptance.

Payment of consideration for Shares and brokerage

The usual rules for settlement of transactions which occur on-market on the ASX will apply in respect of acceptance of the Offer and purchase of Mintails Shares by Carmichael on behalf of Harbour. This means that if a holder of Mintails Shares accepts the Offer, the payment of \$0.08 cash consideration for each Mintails Share will be made on a T+3 basis (being within 3 trading days after the holders acceptance).

Any brokerage fees charged by brokers acting for holders of Mintails Shares wishing to sell their shares will be the sole responsibility of the accepting Mintails shareholders.

Bidder's Statement

In accordance with section 635 of the Corporations Act, a Bidder's Statement will today be served on Mintails. Copies of the Bidder's Statement will also be sent to the ASX and lodged with the Australian Securities and Investments Commission. A copy of the Bidder's Statement will also be sent to the holders of Mintails Shares before commencement of the Offer Period.

Mintails Shares

Immediately prior to the making of this announcement:

  • as far as Harbour is aware, there are 116,929,060 Mintails Shares on issue;
  • Harbour and his associates had a relevant interest in 16,164,224 Mintails Shares; and
  • Harbour and his associates had voting power in Mintails of approximately 13.82%.

Signed for and on behalf of DJ Carmichael Pty Ltd:

Signature:

Name:

Henace Rue + Continue Position: