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HAVILAH RESOURCES LIMITED — M&A Activity 2012
Mar 4, 2012
65038_rns_2012-03-04_0a32afbc-7829-4f18-ba07-702ec4d99e07.pdf
M&A Activity
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Curnamona Energy Limited 63 Conyngham Street Glenside 5065 South Australia phone 61 8 8338 9292 fax 61 8 8338 9293 email [email protected] ACN 112 712 115
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ASX / Media Release
5 March 2012
Approach by Havilah Resources NL
The Board of Curnamona Energy Ltd (ASX:CUY) (the Company ) wishes to advise that it has been approached on a confidential exploratory basis by Havilah Resources NL (ASX:HAV) ( Havilah ) to engage in discussions which may lead to a firm proposal by Havilah to acquire all the ordinary shares and listed options in the Company not currently held by Havilah (representing approximately 54.6% of the Company’s issued shares) by way of an off‐market takeover bid.
Havilah has raised for discussion with the Board potential offer consideration of one Havilah ordinary share for every five Curnamona ordinary shares and one Havilah ordinary share for every thirty listed options.
Havilah has expressly advised the Company that issues have been raised for discussion only, and that its approach does not, and cannot, for the purposes of section 631 of the Corporations Act 2001, be considered a notification by Havilah of any intention to make a takeover bid because matters are presently insufficiently definite. Despite this, the Board considers that the approach should be disclosed so the market is fully informed.
Due to the composition of the Company’s Board of Directors, and to ensure the requisite level of independence of the Board members in respect of Havilah’s approach , Mr Phil Staveley has been appointed as an independent non‐executive director of the Company.
Mr Staveley is an experienced mining finance executive with over twenty five years in the resources industry both in Australia and overseas. He has held senior positions in mining and mining services companies over the last fifteen years. Mr Staveley brings a wealth of commercial experience to the Company’s Board in addition to his expertise in corporate finance, mergers and acquisitions. Mr Staveley is a qualified CPA and holds honours degrees in finance, accounting and economics.
The Board, excluding Messrs Bob Johnson and Chris Giles who have a material interest in the potential outcome of Havilah’s approach by reason of their security holdings in Havilah, have not formed a view at this stage as to the merits of the matters raised by Havilah and require time to consider them and the Company’s response. A further announcement will be made once they have formed a view.
As the approach from Havilah is incomplete and insufficiently definite, the directors recommend that shareholders take no action, and make no decision in relation to their shareholding in the Company, until a firm proposal is made and the Board has had opportunity to consider any such proposal and make a further announcement.
Ken Williams Acting Chairman
Enquiries should be directed to Mr Ken Williams, Acting Chairman, on (08) 83389292