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IGO LIMITED — Merger & Acquisition 2011
Apr 6, 2011
65111_rns_2011-04-06_293654ed-ae81-4fe6-80eb-5321e1302f35.pdf
Merger & Acquisition
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7 April 2011
INDEPENDENCE’S OFFER DECLARED UNCONDITIONAL AND PAYMENT TERMS ACCELERATED
Dear Shareholder,
As you are aware, on 9 February 2011 Jabiru Metals Limited (“Jabiru”) and Independence Group NL (“Independence”) announced a recommended off-market takeover offer by Independence for all of the shares in Jabiru (“Offer”).
Jabiru is pleased to announce that on 1 April 2011, Independence declared the Offer free from all defeating conditions. This means that the Offer is now unconditional. As at 6 April 2011, Independence had a relevant interest of 64.66% in Jabiru. Given that this relevant interest now represents an unconditional majority shareholding, Jabiru Directors consider it unlikely that a superior proposal will emerge.
In addition, Independence has announced it will accelerate payment terms so that Jabiru shareholders who accept the Offer will be sent their consideration within five business days of their acceptance being processed. Jabiru shareholders who accepted the Offer before it was declared unconditional will be sent their consideration within five business days of 1 April 2011. Shareholders that do not accept the Offer before Independence reaches the compulsory acquisition threshold of 90% will not receive the accelerated payment terms, and will receive their consideration later than if they accept the Offer now.
JABIRU’S DIRECTORS HAVE UNANIMOUSLY RECOMMEND THAT REMAINING SHAREHOLDERS ACCEPT INDEPENDENCE’S TAKEOVER OFFER , in the absence of a superior proposal not matched by Independence.
JABIRU’S DIRECTORS CONFIRM THEY HAVE NOW ACCEPTED THE OFFER IN RESPECT OF THE JABIRU SHARES THEY OWN.
Key reasons that Directors of Jabiru recommend that you accept the Offer in the absence of a superior proposal not matched by Independence are in the Target’s Statement despatched to Jabiru shareholders on 2 March 2011.
The Directors of Jabiru also note that if you have not already accepted the Offer, and Independence does not acquire a relevant interest of 90% in Jabiru and therefore cannot proceed to compulsory acquisition, you will remain a minority shareholder in Jabiru. The possible implications of being a minority shareholder include:
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Independence being in a position to control the composition of the Jabiru Board and senior management, as well as the strategic direction of the Company;
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The liquidity of your Jabiru shares may be significantly reduced, thereby exposing you to greater volatility, along with the likelihood of reduced institutional investor support and analyst coverage of Jabiru;
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If the number of Jabiru shareholders is less than that required by the ASX Listing Rules to maintain an ASX listing, then ASX may suspend and / or de-list Jabiru. If this occurs, you will not be able to sell your Jabiru shares on market; and
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There may be a reduced likelihood of a subsequent takeover bid for Jabiru from a party other than Independence.
On 1 April 2011 Independence extended its Offer by one week and is now scheduled to close at 5.00pm (Perth, Western Australia time) on 19 April 2011.
If you have any queries in relation to the Offer, or require a replacement Acceptance Form, please don’t hesitate to contact the Jabiru Shareholder information line on 1800 614 482 (toll free within Australia), or +61 2 8256 3389 (outside Australia).
Yours sincerely,
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Barry Bolitho Chairman Jabiru Metals Limited
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Gary Comb Managing Director Jabiru Metals Limited
JABIRU METALS LIMITED ABN 51 060 620 751 ACN 060 620 751
Ground Floor, 1205 Hay Street, West Perth, Western Australia, 6005 PO Box 1114, West Perth, WA 6872 Telephone: (+61 8) 9426 8300 Facsimile: (+61 8) 9426 8399 Website: www.jabirumetals.com.au