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IGO LIMITED — Merger & Acquisition 2011
Mar 31, 2011
65111_rns_2011-03-31_ccea99cb-a779-48fe-96e9-7ce874049860.pdf
Merger & Acquisition
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1 April 2011
Australian Stock Exchange Limited Company Announcements Level 10, 20 Bond Street SYDNEY NSW 2000
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Takeover bid by Independence Group NL for Jabiru Metals Limited
Second Supplementary Bidder’s Statement
We attach, by way of service pursuant to paragraph 647(3)(b) of the Corporations Act 2001 (Cth), Independence Group NL’s second supplementary bidder’s statement dated 1 April 2011.
Yours faithfully
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Kelly Ross Company Secretary
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Supplementary Bidder’s Statement
Independence Group NL
ABN 46 092 786 304
Second Supplementary Bidder’s Statement
1 Introduction
This document is a supplementary bidder’s statement under section 643 of the Corporations Act 2001 (Cth). It is the second supplementary bidder’s statement ( Second Supplementary Bidder’s Statement ) issued by Independence Group NL ABN 46 092 786 304 ( Independence ) in relation to its off-market takeover bid for all the ordinary shares in Jabiru Metals Limited ABN 51 060 620 751 ( Jabiru ). This Second Supplementary Bidder’s Statement supplements, and should be read together with, Independence’s bidder’s statement dated 23 February 2011 ( Original Bidder’s Statement ) and Independence’s first supplementary bidder’s statement dated 22 March 2011 ( First Supplementary Bidder’s Statement ).
2 Offer declared unconditional
Independence has today declared the Offer free of all remaining defeating conditions in accordance with section 650F of the Corporations Act. As a result, the Offer is now unconditional.
Independence’s announcement that the Offer is unconditional is attached as Annexure A and a notice under section 650F of the Corporations Act declaring the Offer free from all defeating conditions is attached as Annexure B.
As at 5.00pm (Perth, Western Australia time) on 31 March 2011, Independence’s voting power in Jabiru is 59.51%.
For the avoidance of doubt, Independence’s voting power as set out above includes Jabiru Shares for which acceptance instructions are being held under the acceptance facility established in connection with the Offer as disclosed in the First Supplementary Bidder’s Statement ( Acceptance Facility ). Independence has today issued a notice to the operator of the Acceptance Facility instructing it to deliver all acceptance instructions held by it in accordance with the terms of the facility.
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3 Acceleration of payment terms
3 Acceleration of payment terms
Independence has also announced that it will accelerate the payment terms of the Offer so that Jabiru Shareholders who accept the Offer will be issued their Independence Shares within 5 Business Days of their acceptance being processed.
Jabiru Shareholders who accepted the Offer before it was declared unconditional will be issued their Independence Shares within 5 Business Days of the date of this Second Supplementary Bidder’s Statement.
Foreign Shareholders should note that their Independence Shares will be dealt with as set out in section 11.7 of the Original Bidder’s Statement.
Independence’s announcement of the accelerated payment terms is attached as Annexure A.
4 Extension of Offer Period
Independence has also extended the closing date of the Offer by one week so that it is now scheduled to close at 5:00pm (Perth, Western Australia) on 19 April 2011.
Independence urges all Jabiru Shareholders who have not yet accepted the Offer to accept without delay and take advantage of the accelerated payment terms.
A notice under section 650D of the Corporations Act extending the closing date of the Offer is attached as Annexure C.
5 Other notices
Unless the context otherwise requires, terms defined in the Original Bidder’s Statement have the same meaning in this Second Supplementary Bidder’s Statement.
A copy of this Second Supplementary Bidder’s Statement has been lodged with ASIC. Neither ASIC nor any of its officers takes any responsibility for its contents.
Signed for and on behalf of Independence Group NL following a unanimous resolution of the directors of Independence Group NL.
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Kelly Ross Director
date 1 April 2011
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Annexure A – ASX Announcement
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Annexure B
Independence Group NL ABN 46 092 786 304 (‘Independence’)
Notice that defeating conditions to takeover bid freed
To: Jabiru Metals Limited ABN 51 060 620 751 (‘Jabiru’) ASX Limited
For the purposes of section 650F of the Corporations Act 2001 (Cth), Independence gives notice declaring that:
1 its takeover offers for all the ordinary shares in Jabiru are free from each of the conditions in section 11.8 of its bidder’s statement dated 23 February 2011; and
- 2 its voting power in Jabiru as at 5.00pm on 31 March 2011 is 59.51%.[1]
Dated: 1 April 2011
Signed for and on behalf of Independence Group NL by
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Kelly Ross Company Secretary
1 For the avoidance of doubt, Independence’s voting power disclosed in this notice includes Jabiru shares for which acceptance instructions are being held under the acceptance facility established in relation to Independence’s takeover offers.
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Annexure C
Independence Group NL ABN 46 092 786 304 (‘Independence’)
Takeover offer for Jabiru Metals Limited
Notice of variation – Extension of offer period
To: Australian Securities and Investments Commission (‘ASIC’) Jabiru Metals Limited ABN 51 060 620 751 (‘Jabiru’)
Each person to whom offers were made under the takeover bid referred to in this notice
Independence gives notice that its takeover offers for all of the ordinary shares in Jabiru contained in its bidder’s statement dated 23 February 2011 and first supplementary bidder’s statement dated 22 March 2011 are varied by extending the period during which the offers will remain open so that the offers will now close at 5:00pm (Perth, Western Australia time) on 19 April 2011.
Accordingly, the new date for the purposes of giving notice of status of defeating conditions will be 11 April 2011.
As at the date of this notice:
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the condition in section 11.8(l) (Minimum bid price rule) of Independence’s bidder’s statement has been fulfilled and, accordingly, the offers are free from that condition (as advised to the market on 28 February 2011); and
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Independence has freed the offers of all other defeating conditions contained in section 11.8 of its bidder’s statement (as advised to the market today).
Dated: 1 April 2011
Signed for and on behalf of Independence Group NL by
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Kelly Ross Company Secretary
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