AI assistant
IGO LIMITED — M&A Activity 2011
Feb 8, 2011
65111_rns_2011-02-08_0f12df4e-7839-43df-b38d-71ca54b9b5b6.pdf
M&A Activity
Open in viewerOpens in your device viewer
INDEPENDENCE GROUP
GROWING A GREAT MULTI COMMODITY AUSTRALIAN MINING COMPANY Recommended Acquisition of Jabiru Metals
Forward Looking Statements
Certain oral and written statements contained or incorporated by reference in this presentation, including information as to the future financial or operating performance of the Company and its projects, constitute forward‐looking statements. All statements, other than statements of historical fact, are forward‐looking statements. The words “believe”, “expect”, “anticipate”, “contemplate”, “target”, “plan”, “intend”, “continue”, “budget”, “estimate”, “may”, “will”, “schedule” and similar expressions identify forward‐looking statements.
Forward‐looking statements include, among other things, statements regarding targets, estimates and assumptions in respect of nickel, gold or other metal production and prices, operating costs and results, capital expenditures, mineral reserves and mineral resources and anticipated grades and recovery rates. Forward‐ looking statements are necessarily based upon a number of estimates and assumptions related to future business, economic, market, political, social and other conditions that, while considered reasonable by the Company, are inherently subject to significant uncertainties and contingencies. Many known and unknown factors could cause actual events or results to differ materially from estimated or anticipated events or results reflected in such forward‐looking statements. Such factors include, but are not limited to: competition; mineral prices; ability to meet additional funding requirements; exploration, development and operating risks; uninsurable risks; uncertainties inherent in ore reserve and resource estimates; dependence on third party smelting facilities; environmental regulation and liability; currency risks; effects of inflation on results of operations; factors relating to title to properties; native title and aboriginal heritage issues; dependence on key personnel; and share price volatility and also include unanticipated and unusual events, many of which are beyond the Company’s ability to control or predict.
The Company disclaims any intent or obligation to update any forward‐looking statements, whether as a result of new information, future events or results or otherwise. All forward‐looking statement made in this presentation are qualified by the foregoing cautionary statements. Investors are cautioned that forward‐looking statements are not guarantees of future performance and, accordingly, not to put undue reliance on such statements.
Creation of a Major Australian Metals Company
Low cost production
-
Low cost production at 100% owned Long nickel mine
-
1H FY2011 Ni production of 5,111t Ni at cash cost of A$3.69/lb Ni (before royalties)
-
− FY2011 guidance 8,800‐9,200t Ni at cash cost A$4.00 – 4.20/lb Ni (before royalties)
-
Resources: 91,500t Ni @ 5.4% Ni
-
Reserves: 53,400t Ni @ 4.1% Ni (LOM to 2016+)
-
-
- � Low cost production from 100% owned Jaguar/Bentley VMS project − Annualised production expected to be copper ~9kt, zinc ~20kt, silver ~680koz
-
− Lowest cost quartile
-
− Jaguar/Bentley Reserves 8+ years
Creation of a Major Australian Metals Company
Development and exploration
-
Near‐term gold production from world class Tropicana project (30% IGO)
-
First three years production of 470 – 490koz p.a. Au (100% basis) at cash costs of A$580 – A$600 /oz (including royalties)
-
January 2011 Resource: 5.3Moz Au (100%)
-
BFS Open Pit Reserve: 3.4Moz Au (100%)
-
First gold by Dec Qtr 2013
-
-
Suite of regional exploration opportunities (e.g. Karlawinda 32m @ 2.2g/t Au, Duketon JV 5.2m @ 9.8% Ni, 1.1% Cu, 7g/t PGE’s)
-
A$298.8m net cash as at 31 December 2010[(1) ]
-
-
� Medium term development of Stockman − Targeting 950ktpa base metals operation
-
Resource: 12.5Mt @ 2.1% Cu, 4.4% Zn
-
-
World class VMS province – 50km Jaguar strike
Transaction Summary
Transaction
-
Off market takeover offer by Independence Group NL (“Independence”) for all the shares in Jabiru Metals Limited (“Jabiru”)
-
Unanimously recommended by Jabiru’s Board, in the absence of a Superior Proposal not matched by Independence
Offer Terms
-
Offer values Jabiru’s equity at A$531.9m, based on the closing price of Independence shares of A$7.69 on 9 February 2011[(1) ] Jabiru shareholders will receive 1 Independence share for every 8 Jabiru shares held
-
Based on the closing price of Independence shares on 9 February 2011, the implied offer value of A$0.961 per Jabiru share represents a premium of:
-
44.5% to the closing price of Jabiru shares on 9 February 2011
-
50.2% premium to the 1 month volume weighted average price (“VWAP”) of Jabiru shares to 9 February 2011[(2)]
-
� Independence shareholders will own 69.1% and Jabiru shareholders will own 30.9% of the combined group[(3)]
Exclusivity, Pre‐Bid Agreement and Directors Shares
� Customary no shop / no talk provisions
- Independence has a right to match a Superior Proposal
� On 9 February 2011, Independence acquired a 10.48% interest in Jabiru for A$0.829 cash per share from Jabiru’s major shareholder Metals X Limited (“Metals X”), who has also agreed to support the transaction and has entered into a pre‐bid acceptance agreement in relation to the remainder of its holding in Jabiru (an additional 9.48%)
- Jabiru Directors have unanimously agreed to accept the Offer with respect to all shares owned or controlled by them in the absence of a Superior Proposal that is not matched by Independence
Conditions
� Key conditions include:
-
Minimum acceptance condition of 90%
-
No material adverse change in relation to Jabiru
-
No break fee payable to any other party
Board
Indicative Timetable
- Following successful completion of the Offer, Jabiru Managing Director Mr Gary Comb will be invited to join the Independence Board as Executive Director ‐ Operations
� Bidder’s and Target’s Statement expected to be despatched on or around 28 February 2011
- Offer period: 28 February 2011 to 28 March 2011
Strategic Rationale for the Merger
Creation of a major Australian metals company
Cash flow across multiple assets and commodities
-
Creates a high growth mid‐cap mining house with a unique balance of production, development and exploration assets
-
Includes two low‐cost producing assets, two long‐life development assets, a prospective exploration portfolio and a geological database providing future project generation
-
Combined group’s portfolio of production and development assets will diversify risk while providing for more growth opportunities
-
Provides exposure to a range of metals including nickel, copper, zinc, gold and silver
Complementary businesses
-
Highly complementary management and technical capabilities, with proven successful track records of exploration, project management and operations
-
Independence’s unique exploration technology is complemented by the Jabiru and Independence highly prospective exploration portfolios
-
Like‐minded management approaches with lean cost structures
Strong balance sheet
-
The combined group will have significant balance sheet strength with pro forma net cash position of approximately A$270.9m[(1)]
-
Combination of a strong balance sheet and operating cash flows enhances financing options for the combined group’s development assets and allows for the acceleration of exploration activities
Increased market capitalisation and liquidity
-
Combined group to have a pro forma market capitalisation of approximately A$1.5b[(2)]
-
Stronger capital markets profile with potential for ASX 100 index inclusion over time
-
Enhanced scale likely to provide greater liquidity for investors
-
Provides the combined group with greater funding flexibility to pursue a wider range of growth initiatives
Benefits for all Shareholders
�
�
�
� �
�
�
�
�
� Enhanced scale and greater access to capital markets
Attractive Offer Price
==> picture [677 x 299] intentionally omitted <==
----- Start of picture text -----
$1.00
$0.961
$0.90
57.2%
46.3% 50.6% 50.2% premium
$0.80 44.5% premium premium premium
premium
$0.70
$0.665
$0.60 $0.657
$0.640
$0.638
$0.612
$0.50
$0.40
$0.30
$0.20
Offer price Close (9 Feb 11) 5 day VWAP 10 day VWAP 1 month VWAP 3 month VWAP
----- End of picture text -----
Source: IRESS.
Complementary Asset Pipeline and Expertise
Pre-feasibility Feasibility study study
Construction
Operating assets
Quality Diversified Portfolio
Jaguar/Bentley (Jabiru) – Production/Development
-
100% owned low cost copper and zinc production
-
FY10 Production: 26.7Kt Zn, 9.9Kt Cu
-
FY10 cash costs (after credits): US$0.06/lb Zn
-
Current Resources: 5.3Mt @ 2.4% Cu, 7.3% Zn
-
Bentley decline ahead of schedule
-
Expansion to 450Kt via HMS plant
� Low cost
� Low risk
Tropicana (Independence) – Near term production
-
30% owned world class gold project; AngloGold Ashanti 70%
-
Positive BFS delivered Nov 2010
-
First three years production of 470 – 490koz p.a. Au (100% basis)
-
January 2011 Resource: 30% of 5.3Moz Au
-
BFS Open Pit Reserve: 30% of 3.4Moz Au
-
Construction commencing 2011, first gold by Dec Qtr 2013
-
Significant underground and regional potential
� Significant growth
� Diversification of cash flows & metals
Long Mine (Independence) ‐ Production
-
100% owned low cost, long life nickel production
-
� 1H FY2011 Ni production of 5,111t Ni at cash cost of A$3.69/lb Ni (before royalties)
-
FY2011 guidance 8,800‐9,200t Ni at cash cost A$4.00 –
-
4.20/lb Ni (before royalties)
-
June 2010 Resources: 91,500t Ni @ 5.4% Ni
-
June 2010 Reserves: 53,400t Ni @ 4.1% Ni
-
Extending mine life – new Moran discovery (June 2010 Resource 39,100t Ni @ 7.2% Ni)
Stockman (Jabiru) – Medium term production
-
100% owned base metals project in Victoria
-
2010 scoping study confirmed projects economics
-
Targeting 950kt p.a. base metals operation
-
Current Resource: 12.5Mt @ 2.1% Cu, 4.4% Zn
-
DFS underway
-
7 – 8 year project life with significant upside
-
Substantial resource base beyond scoping study volumes
-
LOM to 2016+
Extensive Pipeline of Prospective Exploration
Independence’s Key Exploration Assets
Jabiru’s Key Exploration Assets
-
Multiple high quality Ni, Au, Sn and Cu‐Pb‐Zn exploration
-
Unique exploration targeting technology
-
292,000 sample De Beers geological database
-
Jaguar / Bentley located in world class VMS province
-
50km of prospective VMS along strike from Jaguar /
� Multiple targets identified
Strong Balance Sheet
-
Enhanced scale and robust balance sheet provides financial flexibility � Combined market capitalisation of approximately A$1.5b[(1)]
-
� Combined net cash of approximately A$270.9m[(2a) ]
| Closing share price (9 February) Jabiru Independence A$7.69 A$0.665 Combined |
Independence | Jabiru | Combined | ||
|---|---|---|---|---|---|
| Shares outstanding 138.8m 553.3m 200.7m(1) |
|||||
| Market capitalisation A$1,067.2m A$367.9m A$1,543.3m(1) |
|||||
| Cash(3) A$300.2m(4) A$26.9m A$279.0m(2a) |
|||||
| Interest bearing liabilities(3) A$1.4m A$6.7m A$8.1m |
|||||
| A$298.8m A$20.2m A$270.9m(2b) Net cash(3) |
|||||
| Net cash(3) |
(1) Based on 138.8m Independence shares on issue as per Appendix 3B dated 19 November 2010, plus the issue of an additional 61.9m Independence shares under the Offer for those Shares in Jabiru not acquired by Independence from Metals X on 9 February 2011. Based on Independence’s closing share price on 9 February 2011.
(2a) Based on Independence’s and Jabiru’s reported cash as at 31 December 2010, less cash paid by Independence to Metals X as consideration for the 10.48% interest in Jabiru acquired from Metals X on 9 February 2011. (2b) Adjusted cash position as outlined in note (2a) above, less reported interest bearing liabilities of Independence and Jabiru as at 31 December 2010.
Enhanced Access to Capital
==> picture [740 x 333] intentionally omitted <==
----- Start of picture text -----
6,000
5,920 5,797
� Share in combined
group with greater
2,500 2,515
size, liquidity and
market presence
� Potential for ASX 100
2,000
inclusion over time
� Enhanced scale
1,500 1,543 provides greater
funding flexibility to
1,175 pursue a wider range
1,000 1,156 1,080 1,067 of growth initiatives
500 589
545
514
368 350 324
0
Market capitalisation (A$m)
Equinox Minerals OZ Minerals PanAust Combined Entity Mirabela Nickel Western Areas Sandfire Resources Independence Group Discovery Metals Kagara Panoramic Resources Jabiru Metals Mincor Resources Perilya
----- End of picture text -----*
Indicative offer timetable
Lodgement of Independence’s Bidder’s Statement and Jabiru’s Target’s Wednesday 23 February 2011 Statement with ASIC and ASX, and service on Jabiru and Independence respectively
Monday 28 February 2011 Despatch of Bidder’s and Target’s Statements
Monday 28 February 2011 Independence Offer opens
Monday 28 March 2011
Independence Offer closes (unless extended)
Contact Details
Independence Group NL – Chris Bonwick Managing Director Telephone: +61 8 9479 1777 Facsimile: +61 8 9479 1877 Email: [email protected] Website: www.igo.com.au ASX Code: IGO
Jabiru Metals Limited Gary Comb – Managing Director Telephone: +61 8 9426 8300 Facsimile: +61 8 9426 8399 Website: www.jabirumetals.com.au ASX Code: JML
Appendix Additional information
Long Nickel Mine (100%)
Tropicana (30%)