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PEAKO LIMITED — M&A Activity 2011
Feb 3, 2011
65567_rns_2011-02-03_3bd791ba-89b4-4f0d-ad5b-2d4d50a8e8ec.pdf
M&A Activity
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Raisama Limited ACN 131 843 868
Bidder's Statement
in relation to an Offer by Raisama Limited to acquire ALL of your shares in
Peak Oil & Gas Limited ACN 136 639 328
The Peak Directors unanimously recommend that Peak Shareholders ACCEPT the Offer, in the absence of a Superior Proposal, and have advised that, in the absence of a Superior Proposal, they will accept the Offer in respect of their own holdings.
This is an important document and requires your immediate attention. If you are in doubt as to how to deal with this document, you should consult your fi nancial or other professional adviser immediately.
Competent person's statement
The information in this Bidder's Statement that relates to Raisama's exploration results is based on information compiled by Mr Robert Waugh. Mr Waugh is a member of the Australasian Institute of Mining and Metallurgy (AusIMM) and a member of the Australian Institute of Geoscientists (AIG). Mr Waugh is a full-time employee of Raisama Limited. Mr Waugh has sufficient industry experience to qualify as a Competent Person as defined in the 2004 Edition of the 'Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves'. Mr Waugh consents to the inclusion in the report of the matters based on their information in the form and context in which it appears.
Miscellaneous
All amounts are in Australian currency unless otherwise specified. all references to time are to Western Standard Time (WST) in Perth, Western Australia.
Letter from the Managing Director
4 February 2011
Dear Peak Shareholder
Recommended Off -Market Takeover Bid for Peak Oil & Gas Limited
On behalf of the board of Raisama Limited (Raisama) and our shareholders, I am delighted to enclose an off er by Raisama for all of your shares in Peak Oil & Gas Limited (Peak).
Raisama believes this off er provides an excellent opportunity for Peak shareholders to benefi t from the merger of Peak's portfolio of Asia Pacifi c oil and gas assets with Raisama's strong portfolio of uranium exploration projects in Western Australia and Central Asia. Raisama has an experienced and well credentialed board and management team, a sound balance sheet and proven ability to access the capital markets.
We believe the combined energy assets of Raisama and Peak are highly complementary and the fi nancial, strategic and market benefi ts of the merger are compelling.
Your board of directors has unanimously recommended that the Peak shareholders accept the off er in the absence of a superior proposal.
By accepting the off er, you will, subject to the terms and conditions of the off er, receive 15 Raisama shares for every 11 Peak shares you hold. Based on the last traded price of Raisama shares, immediately prior to the announcement of the off er, the off er represents an implied value of approximately 27 cents per Peak share. Based on the closing price of Raisama shares (26 cents) on 3 February 2011 (the day before the date of this Bidders Statement) the off er values a Peak share at 35.45 cents. Since listing Raisama's achievements include:
- Successfully conducting three drilling campaigns at its Kashkasu II project in the Kyrgyz Republic resulting in an emerging project which has attracted the interest of our major shareholder, the Chinese company, Hebei Mining.
- In April 2010, entering into a Memorandum of Understanding with Hebei Mining in relation to the marketing of any uranium discovered by Raisama in the Kyrgyz Republic as well as enhancing the relationship beyond that country and project.
- Undertaking extensive exploration programmes in the Gascoyne region of Western Australia and fi eld activities which have led to the acquisition of further tenements in South Australia.
- Gaining access via a heritage programme to its Sunday Creek project with a view to commencing exploration on that project in 2011.
I commend this off er to you and look forward to welcoming you as a shareholder of Raisama.
A shareholder information line has been established at 1300 748 255 (toll free within Australia) and +61 2 8022 7946 (outside Australia) to assist with any questions you may have about this important transaction.
Yours sincerely
David Berrie Managing Director
Key dates
| Bidder's Statement Lodged with ASIC | 4 February 2011 |
|---|---|
| Date of the Offer | 7 February 2011 |
| Scheduled Closing Date of the Offer (unless extended) | 17 March 2011 |
Contents
| 1. | Reasons why you should accept the Offer | 6 |
|---|---|---|
| 2. How to accept the Offer | 7 | |
| 3. Summary of the Offer | 8 | |
| 4. Frequently asked questions | 9 | |
| 5. Profile of Raisama | 10 | |
| 6. Profile of Peak | 23 | |
| 7. | Profile of the Merged Group | 27 |
| 8. Rationale for the Offer and intentions of Raisama | 36 | |
| 9. Australian tax considerations | 39 | |
| 10. Risk factors | 42 | |
| 11. Additional information | 46 | |
| 12. Definitions and interpretation | 58 | |
| 13. Approval of Bidder's Statement | 63 | |
| Annexure A Terms of Offer | 64 | |
| Raisama Corporate Directory | 71 |
Accompanying and forming part of this Bidder's Statement is a copy of Raisama's Notice of General Meeting and the Peak Information Memorandum. The Notice of General Meeting includes an Independent Experts Report of KPMG Corporate Finance (Aust) Pty Ltd,1 which includes the following valuation reports:
- Agricola Mining Consultants Pty Ltd Independent Technical Specialist Report on Raisama's projects (Appendix 7);
- Gaffeny, Cline & Associates (Consultants) Pty Ltd Independent Technical Specialist Report on Peak's Cadlao Redevelopment Project (Appendix 8); and
- ISIS Petroleum Consultants Pty Ltd Independent Technical Specialist Report on Peak's exploration projects (Appendix 9).
KPMG's Independent Experts Report has been prepared for purposes of Raisama Shareholders considering Resolution 2 contained in Raisama's Notice of General Meeting. It is provided for information purposes only and does not constitute an opinion as to whether or not Peak Shareholders should accept the Offer.
1. Reasons why you should accept the Offer
• You will benefit from the liquidity of the Merged Group
There is no ready market for Peak Shareholders to trade Peak Shares. By accepting the Offer you will receive Raisama Shares which will be quoted on ASX.2
• The Offer gives you the opportunity to become a shareholder in Raisama
Raisama is a uranium focused exploration company with a well-credentialed Board of Directors and significant cash reserves available for exploration and development of tenements through to production. Peak Shareholders accepting the Offer will gain the benefit of exposure to Raisama's existing and future projects. As Peak is not listed on any stock exchange, the Offer provides you with an opportunity for maximising the potential value of your investment in Peak.
• Opportunity to become a shareholder in a diversified energy company
The World's near term energy future will depend on diversified energy sources. By accepting the Offer you will gain exposure to multiple types of energy, including uranium, oil and gas.
• The Offer will give you exposure to additional high quality projects
Raisama's and Peak's portfolio of projects offer excellent uranium, oil and gas potential. Raisama's uranium projects are all located in highly prospective regions and in jurisdictions that allow uranium mining. Recent excellent drilling results have strengthened Raisama's view on the future potential of Raisama's Kashkasu II Project and Raisama is aiming to define a JORC Code compliant resource in 2011.
• The Offer is unanimously recommended by the Peak Directors, in the absence of a superior proposal
The Peak Directors unanimously agree that the Offer is the best opportunity currently available for Peak Shareholders to achieve a return on their investment in Peak. Whilst the Peak Directors' position in recommending that Peak Shareholders accept the Offer is conditional on the absence of a superior proposal, the Peak Directors have advised the Raisama Directors that they are not aware of any alternative proposal.
• You may be eligible for tax rollover relief
In the event that Raisama achieves its minimum acceptance condition of being entitled to 90% of the Peak Shares, then Peak Shareholders accepting the Offer may be entitled to rollover relief. In summary, rollover relief means that the effective sale of your Peak Shares will not crystallise a taxation event, and any potential tax liability will not accrue until such time as you sell your Raisama Shares. Peak Shareholders should consult their professional advisers in regard to how accepting the Offer will affect their individual circumstances.
2 The Raisama Shares you receive for your Peak Shares may be subject to escrow restrictions, but on the expiry of any escrow period, the Raisama Shares you receive in consideration for your Peak Shares will be tradeable on ASX. Refer to Section 11.16 for further details about escrow restrictions.
2. How to accept the Offer
Complete and return Acceptance Form
Complete and sign the enclosed Acceptance Form in accordance with the instructions provided in the Acceptance Form and return it in the reply paid envelope so that it is received before the end of the Offer Period.
Restriction Agreements
If you have been sent a Restriction Agreement with this Bidder's Statement please sign and return that Restriction Agreement in accordance with the instructions provided with that Restriction Agreement. Please refer to Section 11.16 for further information about possible escrow restrictions.
Ineligible Foreign Shareholders
If you are an Ineligible Foreign Shareholder (as defined in Section 12.1) who accepts the Offer, then despite any other provision of the Offer, you will receive a cash amount for your Peak Shares instead of Raisama Shares. Please refer to Section 11.25 for further information.
Last day to return Acceptance Form
The Offer closes at 5.00pm WST on 17 March 2011, unless extended by Raisama. Your Acceptance Form must be received before the end of the Offer Period.
Offer and acceptance enquiries
If you have any questions about how to accept the Offer please contact: Raisama / Peak Oil & Gas Shareholder Information Helpline In Australia: 1300 748 255 (toll free) Outside Australia: +61 2 8022 7946
OR
Mr David Berrie Managing Director Raisama Limited In Australia: (08) 9322 7702 Outside Australia: +61 8 9322 7702
3. Summary of the Offer
Bidder
Raisama is the company making the Offer to Peak Shareholders. Refer to Section 5 for further details about Raisama.
Offer
Raisama offers to acquire all of your Peak Shares.
You may only accept the Offer in respect of 100% (and not a lesser proportion) of the Peak Shares you hold.
Offer consideration
You are offered 15 Raisama Shares for every 11 Peak Shares you hold.
Opening Date
The Offer opens on 7 February 2011.
Closing Date
Unless withdrawn or extended in accordance with the Corporations Act, the Offer is open until 5.00pm WST on 17 March 2011.
Conditions
The Offer is subject to the Conditions set out in Section 9 of Annexure A of this Bidder's Statement.
In summary, the Offer is subject to various conditions, including the following:
- (a) Raisama Shareholder approval of Raisama acquiring all Peak Shares under the Offer for the purposes of Listing Rules 10.1 and 11.1.
- (b) At or before the end of the Offer Period, Raisama having a Relevant Interest in at least 90% of all the Peak Shares.
- (c) All Peak Optionholders agreeing to cancel or transfer their Peak Options in exchange for Raisama Options.
- (d) No Prescribed Occurrence (as set out in section 652C of the Corporations Act) in respect of Peak occurring during the Offer Period.
- (e) During the Offer Period, no event, change or condition occurring that has, or could reasonably be expected to have, a material adverse effect on:
- (i) the business, assets, liabilities, financial or trading position, profitability or prospects of Peak since 26 November 2010 by an amount of $100,000 or more; or
- (ii) the status of any approvals, licences or permits from any Public Authority, taken as a whole, applicable to any licence or permit held by Peak or which Peak has agreed to acquire from a third party.
- (f) Except with the prior consent of Raisama, Peak not agreeing to acquire or dispose of any asset for an amount greater than $100,000, and not agreeing to enter into any agreement for the expenditure of more than $100,000.
- (g) All necessary approvals for the Takeover Bid being obtained, including all approvals which are required by law or any Public Authority to permit the Offer to be made and accepted by Peak Shareholders.
- (h) Persons who are to receive Raisama Shares in consideration for their Peak Shares or Raisama Options in consideration for their Peak Options, which are determined by ASX to be "restricted securities" within the meaning of the Listing Rules, entering into Restriction Agreements in respect of such Raisama Securities in accordance with the requirements of ASX and the Listing Rules.
- (i) Permission for admission to quotation for the Raisama Shares to be issued to Peak Shareholders accepting the Offer being granted by ASX no later than 7 days after the end of the Offer Period.
This is only a summary of the Offer Conditions. See Section 9 of Annexure A of this Bidder's Statement for further details about the Conditions.
Raisama may choose to waive any of the Conditions in accordance with the Offer set out in Annexure A of this Bidder's Statement.
Further information
The information in this Section 3 is a summary of the Offer only.
You should read the entire Bidder's Statement and the separate Target's Statement which will be sent to you directly by Peak in relation to the Offer before deciding whether or not to accept the Offer.
The full terms of the Offer are set out in Annexure A of this Bidder's Statement.
4. Frequently asked questions
How do I accept the Offer?
Complete the enclosed Acceptance Form and return it to the address specified.
When do I get my Raisama Shares (or, if applicable, net sale proceeds)?
If you accept the Offer, you will receive your Raisama Shares within 1 month of the later of the date you accept, and the date the Offer becomes unconditional. In any event, assuming the Conditions of the Offer are satisfied or waived, you will be issued the Raisama Shares within 21 days of the end of the Offer Period.
If you are an Ineligible Foreign Shareholder, you will receive the net sale proceeds of the sale by the Sale Nominee of the Raisama Shares you would have been entitled to. See Section 11.25 for details.
Can the Offer Period be extended?
Yes, the Offer Period can be extended at Raisama's election, up to a maximum Offer Period of 12 months. Peak Shareholders will be sent written notice for any extension, and the extension will be announced to ASX.
What if the Conditions are not satisfied?
If the Offer closes with Conditions remaining unsatisfied, the Offer will lapse, and your acceptance will be void. In other words, you will continue to hold your Peak Shares (unless you otherwise sell them). Raisama will inform you whether the Conditions have been satisfied or waived during the Offer Period in accordance with its obligations under the Corporations Act.
Can I withdraw my acceptance?
Under the terms of the Offer, once you have accepted the Offer you cannot withdraw your acceptance except where a withdrawal right arises under the Corporations Act.
A withdrawal right will arise under the Corporations Act if the Offer remains subject to one or more Conditions (set out in Section 9 of Annexure A of this Bidder's Statement) and, after you have accepted the Offer, Raisama varies the Offer in a way that postpones, for more than 1 month, the time by which Raisama needs to meet its obligations under the Offer.
Can I sell my Peak Shares on the market?
No, Peak Shares are not listed on any securities exchange.
If you have already accepted the Offer in respect of your Peak Shares, you will be unable to settle any subsequent sale of your Peak Shares, subject to you being entitled to withdraw your acceptance - see "Can I withdraw my acceptance?" above.
Will I need to pay any brokerage or stamp duty if I accept the Offer?
You will not incur any brokerage fees or be obliged to pay stamp duty in connection with your acceptance of the Offer.
If you are an Ineligible Foreign Shareholder who accepts the Offer, the Raisama Shares issued as consideration will be sold by the Sale Nominee, who will return the cash proceeds from the sale, less the expenses of the sale, to you.
What if I am an Ineligible Foreign Shareholder?
If your address on the Peak Share register at 5.00pm (WST) on 7 February 2011 is in a jurisdiction other than Australia and its external territories and New Zealand, you will be an Ineligible Foreign Shareholder unless the Company decides otherwise in accordance with this Bidder's Statement.
If you are an Ineligible Foreign Shareholder, you will not be entitled to receive Raisama Shares on acceptance of the Offer. The Raisama Shares that Ineligible Foreign Shareholders would otherwise be entitled to receive if they accept the Offer will be issued to and sold by the Sale Nominee and Ineligible Foreign Shareholders who have accepted the Offer will receive the net cash proceeds from that sale. See Section 11.25 for further details.
What are the tax implications of accepting the Offer?
You should consult your financial, tax or other professional advisor on the tax implications of acceptance, in light of your own particular circumstances. However, Section 9 contains a general summary of the major likely Australian tax consequences for Peak Shareholders who accept the Offer.
Will my Raisama Shares be escrowed?
Yes, possibly some or all of the Raisama Shares you receive as consideration for your Peak Shares will be required to be held in escrow for that period of time determined by ASX.
It is a Condition of the Offer that Peak Shareholders who accept the Offer and who are to receive Raisama Shares in consideration for their Peak Shares, which are determined by ASX to be "restricted securities" within the meaning of the Listing Rules, enter into Restriction Agreements in respect of such Raisama Shares.
See Section 11.16 for further details.
5. Profile of Raisama
5.1 Overview of Raisama
Raisama is an Australian based uranium exploration company focused on identifying and acquiring uranium resource projects and investment opportunities domestically and internationally.
Raisama is listed on ASX (ASX Code: RAI) and has a market capitalisation in excess of $21.3 million (as at the day before the date of this Bidder's Statement).
Raisama is focused on using its strong cash position and management expertise to identify resource projects and/or investment opportunities that have the capacity of building significant Shareholder value. The acquisition of Peak and its oil and gas assets meet this strategy.
5.2 Principal activities of Raisama
This Section contains a summary of Raisama's activities. Further information on Raisama can be obtained from Raisama's website at www.raisama.com.au.
Exploration
Raisama is an Australian based exploration and development company (the "Company") with active projects in Australia and the Kyrgyz Republic. Raisama's primary focus is uranium exploration and it currently has six active projects in Australia and one in the Kyrgyz Republic. The Australian projects are strategically located in the known uranium provinces of the Gascoyne and Paterson in Western Australia and in the northern Gawler region of South Australia. The portfolio includes:
- An advanced uranium project near the historical mining town Min Kush in the Kyrgyz Republic.
- Significant tenement holdings in the Paterson Province of Western Australia only 20km from Cameco's Kintyre uranium deposit.
- Large land holding with four projects in the Gascoyne province of Western Australia.
- Two uranium projects in South Australia.
- A number of other recently generated projects in Western Australia, South Australia and Queensland.
The Company has undertaken an aggressive exploration campaign on both its Western Australia and Kyrgyz Projects. This has included three diamond drilling programs at the highly prospective Kashkasu II project in the Kyrgyz Republic, a reverse circulation (RC) drilling program at Chain Pool and an aircore drilling program at Baltic Bore in the Gascoyne Province of Western Australia. To complement this drilling the Company has taken an aggressive approach to acquiring suitable aeromagnetic and radiometric data and ground reconnaissance sampling.
Significant results have been received from Kashkasu II where drill results have confirmed the presence of multiple, high-grade zones of coal and sandstone hosted uranium mineralisation over a strike extent of 2.6km.
In addition to its current portfolio of projects, Raisama has been actively seeking and assessing advanced project opportunities both in Australia and overseas for either joint venture or purchase and additional highly prospective greenfield opportunities to complement its existing portfolio of projects.

Figure 1: Raisama Australian Project Location Map
Project Summary
Kashkasu II Project, Kyrgyz Republic
- Drilling has identified shallow, high grade zones of uranium mineralisation
- Mineralisation open both along strike and down dip
- Mineralisation traceable from surface and at shallow depths (~100m)
- Uranium mineralisation drilled over a strike of 2.6km
Raisama owns 75% of the Kashkasu II Project with Monitor Energy Limited holding 22.5% interest. The Kashkasu II Project consists of two licences covering an area of approximately 50km² located approximately 300km south of Bishkek, the capital of the Kyrgyz Republic. Uranium mineralisation was historically mined to the east of the current licence area from 1950 – 1961.
Drill results have indicated the presence of multiple, high-grade zones of coal and sandstone hosted uranium mineralisation at Kashkasu II over a strike extent of 2.6km. The intent of future drilling programs is to further test the strike extent, continuity, thickness and grade of the sub-surface mineralisation.
Significant drill intersections include:
| Drill hole ID | Easting (m) | Northing (m) | Azimuth | Dip | Down Hole Intercept | From Depth(Down hole) | EOH Depth(m) |
|---|---|---|---|---|---|---|---|
| 5m @ 327 ppm U3O8 | 33m | ||||||
| EKD01 | 453017 | 4615975 | 020 | -60 | 3m @ 499 ppm UO83 | 44m | 87.0 |
| 2m @ 454 ppm U3O8 | 50m | ||||||
| 5m @ 465 ppm U3O8 | 55m | ||||||
| EKD01A | 453015 | 4615974 | 030 | -55 | 2m @ 1651 ppm UO83 | 72m | 140 |
| 2m @ 578 ppm U3O8 | 103m | ||||||
| EKD03 | 453094 | 4615901 | 020 | -55 | 2m @ 1521 ppm U3O8 | 77m | 86 |
| 4615921 | -50 | 5m @ 686 ppm U3O8 | 85m | ||||
| EKD04 | 453378 | 200 | 6m @ 637 ppm UO83 | 103m | 143 | ||
| *including 3m @ 982 ppm U3O8 | 106m | ||||||
| EKD05 | 452894 | 4615992 | 020 | -50 | 4m @ 522 ppm U3O8 | 37m | 98 |
| 3m @ 810 ppm U3O8 | 77m | ||||||
| EKD07 | 453865 | 4615820 | 180 | -60 | 1m @ 625 ppm U3O8 | 73m | 116 |
| EKD08 | 453502 | 4615864 | 200 | -50 | 6m @ 658 ppm U3O8 | 34m | 91 |
| 8m @ 289 ppm U3O8 | 98m | 116 | |||||
| -60 | * including 3m @ 538 ppm U3O8 | 101m | 116 | ||||
| EKD09 | 4528534615853 | 200 | 2m @ 477 ppm U3O8 | 84m | 82 | ||
| 1m @ 495 ppm U3O8 | 71m | 82 | |||||
| 3m @ 358 ppm U3O8 | 82m | 82 | |||||
| MD03 | 452245 | 4616372 | 210 | -60 | 3m @ 196 ppm U3O8 | 66m | 66 |
| MD04 | 451721 | 4616681 | 210 | -60 | 1m @ 118 ppm U3O8 | 48m | 48 |
Table 1: Summary of significant results from diamond drill holes at Kashkasu II Coordinates are in WGS84, UTM zone 43N

Figure 2: Kashkasu Drilling Results and Drill Hole Locations on Surface Geology
The Company recently completed its third drilling program over the project, which consisted of three diamond drill holes for a total of 362 meters and has now completed a total of 14 holes for 1,587.65 meters.
Baltic Bore Project – E09/1563
- Detailed radiometric survey flown at Baltic Bore
- Surface high-grade calcrete identified up to 807ppm U3 O8
- Drilling has identified high grade uranium within three separate targets at Baltic Bore
- Drill results up to 1,217ppm U3 O8
The Baltic Bore Project is located approximately 100km south east of the Manyingee uranium deposit and 5km north of the Jailor Bore terrace calcrete uranium deposit in the Gascoyne Province of Western Australia, and covers an area of approximately 186km2 .
A detailed radiometric survey consisting of 1,438 line kilometres, at 100m line spacing, was flown over the majority of the tenement. This aerial survey has provided better definition and control on at least four anomalies.
| Sample Number | Northing (m) | Easting (m) | U3O8(ppm) | U3O8(%) |
|---|---|---|---|---|
| 06010 | 7383478 | 315877 | 602 | 0.060 |
| 06011 | 7383447 | 315841 | 657 | 0.066 |
| 06226 | 7383080 | 316631 | 807 | 0.081 |
Table 2: Summary of significant surface calcrete sample results at Baltic Bore
Coordinates are in GDA94, zone 50 UTM grid and locations were measured by handheld GPS
Exploration drilling was completed on four high-priority targets. A total of 56 aircore drill holes for a total of 547 metres were drilled with samples submitted for chemical assay.
| Drill Hole ID | Easting (m) | Northing (m) | From (m) | To (m) | Interval (m) | U3O8(ppm) | U3O8(%) |
|---|---|---|---|---|---|---|---|
| BBAC13 | 316558 | 7387290 | 3 | 4 | 1 | 1217 | 0.122 |
| BBAC10 | 317270 | 7388497 | 1 | 2 | 1 | 427 | 0.043 |
| BBAC20 | 316762 | 7387073 | 5 | 6 | 1 | 271 | 0.027 |
| BBAC39 | 317390 | 7383086 | 0 | 2 | 2 | 158 | 0.016 |
| BBAC40 | 317539 | 7383086 | 6 | 8 | 2 | 152 | 0.015 |
| BBAC08 | 316943 | 7388501 | 1 | 2 | 1 | 117 | 0.012 |
Assay results include:
Table 3: Summary of significant drill results from Baltic Bore
*Co-ordinates are in GDA94, zone 50 UTM grid and locations were measured by handheld GPS
The drill program was designed to test the level and extent of near surface uranium mineralisation at four targets. Of the four targets tested three have returned anomalous uranium intercepts.
The mineralisation is hosted in a combination of unconsolidated Quaternary sand and calcrete. The uranium mineralisation is interpreted to be within or adjacent to east-west palaeodrainage channels of the Lyndon River where they abut an interpreted northsouth dyke. The dyke could have acted as a natural dam to allow the precipitation of uranium from groundwater.

Figure 4: Uranium image and target area locations – Baltic Bore

Figure 5: Baltic Bore drill hole locations and results
Sunday Creek Project – E45/3278; E45/3345; E45/3477
The Sunday Creek Project consists of three 100% owned exploration licence applications in the Rudall River region of Western Australia. Raisama has flown a detailed 100m spaced radiometric survey over tenement E45/3278. This data has been processed and has been integrated with the existing geological data and historical drilling to define drill targets in preparation for the grant of the tenements. Negotiations with the Western Desert Lands Aboriginal Corporation are continuing in relation to a heritage agreement and access to tenement E45/3278.
The project is highly prospective for unconformity-type uranium mineralisation. The tenements are located at the contact between the Coolbro Sandstone and the overlying Broadhurst Formation of the Throssell Range Group which, although not stratigraphically unconformable, show sufficient evidence of hydrothermally remobilized uranium mineralisation to warrant further evaluation. Also, the possible presence of underlying Rudall Complex formations – which are host to the Kintyre uranium deposit, as inferred by magnetic highs in the north-western, eastern and south-western parts of the tenement area, indicate that potential may exist for unconformity-style uranium mineralisation.
The Sunday Creek tenement applications E45/3278, E45/3345 and E45/3477 cover the Proterozoic formations of the Paterson Orogen, a northwest-trending belt of deformed rocks further subdivided into the Rudall Complex and the Yeneena Group.
Uranium mineralisation was found at Raisama's Sunday Creek tenement area, in the period 1979 – 1981, initially at Sunday Creek and, subsequently, along strike to the northwest at the contact between the Coolbro Sandstone and the overlying Broadhurst Formation. Work done included geochemical sampling, field mapping, airborne and ground magnetic and radiometric surveying, six percussion holes for a total of 489 metres and 11 diamond holes (704m in total). All but one (drill hole BR 8) are located within the Company's tenement area.
Reconnaissance drilling was done at very wide spacing of 4km (BR-5, BR-7, BR-9, BR-10) and the prospective contact of 20km strike length remains largely untested, with only four drill holes within this 20km strike. Significant historical intersections include:
| Drill Hole ID | Significant Intersection | From Depth (meters) |
|---|---|---|
| SC1 | 1.9m @ 1,306 ppm eU3O8 | 27.5 |
| SC7 | 1.3m @ 603 ppm eU3O8 | |
| Including 0.5m @ 1,346 ppm eU3O8 | 48.9 | |
| BR5 | 0.4m @ 1,352 ppm eU3O8 | 82.4 |
| 0.3m @ 1,020 ppm eU3O8 | 99.0 | |
| BR7 | 1.9m @ 893 ppm eU3O8 | 197.8 |
| BR10 | 0.6m @ 694 ppm eU3O8 | 165.4 |
Table 6: Summary of significant historical drill results at Sunday Creek
Gneiss and schist of the Rudall Complex represent granitic and sedimentary rocks which were deformed and metamorphosed. These, in turn, constituted a source for the low-grade, neoproterozoic metasedimentary rocks of the Yeneena Group. All rocks were deformed by southeast-trending folds, thrusts and strike-slip faults during the Paterson Orogeny, prior to the intrusion of granite bodies in the deformed Yeneena Group rocks.
Rocks of the Rudall Complex succession crop out in the central-eastern part of E45/3278. This occurrence is part of the western limb of the Mt Sears Anticlinorioum; it includes metasediments and orthogneiss, poorly exposed due to extensive sand cover. The Mt Sears Anticlinorium comprises a succession of mafic gneiss and schist derived from basalt, and paragneiss as metamorphosed equivalents of chemical and clastic sedimentary rocks.
Chain Pool - E08/1689 and E08/1998
The Chain Pool Project is located within the Gascoyne Province of Western Australia and consists of two granted tenements, E08/1689 and EL08/1998. Chain Pool is 40 km southeast of the Manyingee uranium deposit and 50 km northwest of the Jailor Bore uranium deposit in the Gascoyne Province of Western Australia.
The Company flew an ultra detailed radiometric survey over the majority of the tenement. A total of 4,545 line kilometres was flown at 25m line spacing over the Project. Field checking of airborne targets and surface rock chip sampling returned surface samples with results of 2,239 ppm (0.224%) U3 O8 , 1,014 ppm (0.101%) U3 O8 , 925 ppm (0.092%) U3 O8 , 658 ppm (0.066%) U3 O8 , 645 ppm (0.064%) U3 O8 , 644 ppm (0.064%) U3 O8 and 512 ppm (0.051%) U3 O8 .
A successful Aboriginal heritage survey was recently completed with the Thudgari Native Title holders in preparation for drilling.
A total of seventeen RC drill holes were drilled to test ten targets. The best assay result was 95 ppm U3 O8 in drill hole CPRC06 from 5m down hole. The low uranium values returned from this initial program suggest that the host Telfer Granite Batholith is elevated in primary uranium but not at economic levels.
Lambina Project – EL3566
The Lambina Project is located near Chandler in northern South Australia and consists of one 100% owned exploration licence covering 353km2 . Raisama has undertaken a detailed 250m spaced ground gravity survey over selected anomalies to better define targets in preparation for drilling. A total of 300 gravity stations were collected. Geophysical modelling has been undertaken on the detailed 250m spaced ground gravity. The survey has highlighted a number of semi co-incident magnetic and gravity anomalies for further evaluation.
Mt Sears – E45/3292
The Mt Sears Project is located 25km East of Sunday Creek covering an area of 140km2 in the Paterson Province of Western Australia.
In February 2009 Raisama entered into a joint venture with De Grey Mining Limited where De Grey can earn up to 80% by expenditure of $500,000 over 5 years from the grant of the licence. The project is prospective for unconformity type uranium mineralisation and also sediment hosted copper mineralisation.
Mt Hamlet – E08/1889; E08/1994
The Mt Hamlet Project consists of two 100% owned granted exploration licences in the Gascoyne Province of Western Australia. Mt Hamlet is approximately 40 km south of the Manyingee uranium deposit.
A heritage agreement was completed with the traditional Budina people and tenement E08/1994 was granted on 21st April 2010 for a five year term.
Field validation and surface rock chip sampling of a number of targets identified from aeromagnetic data and historical reports was undertaken. Sixty two surface rock chip samples were collected and analysed for a range of elements. Best results include 729 ppm U3 O8 in calcrete from sample #6115 and 4.4% Cu, 1.1% Bi, 100ppm Ag and 85ppm U3 O8 in a quartz vein from sample #6104.
Other projects
Raisama has a number of other projects in the portfolio and has been proactive with project generation identifying additional uranium targets in Western Australia and South Australia and gold targets in Western Australia and Queensland. New tenement applications were submitted for five new projects in the Gascoyne Province and Gunbarrel Basin in Western Australia, the Hamilton Basin in South Australia and the Atherton Tableland in Northern Queensland.
Future opportunities
A key component of Raisama's strategy is to continue to assess potential acquisition and joint venture opportunities globally. There is of course, no assurance regarding the extent to which any of these opportunities will result in a transaction.
| Country | State | Project | Tenement | Status | Current RAI Equity |
|---|---|---|---|---|---|
| Kyrgyzstan | Kashkasu II | 1060 MP | Granted | 75% | |
| 2546 MP | Granted | 75% | |||
| Australia | WA | Baltic Bore | E08/1563 | Granted | 100% |
| Chain Pool | E08/1689 | Granted | 100% | ||
| E08/1998 | Granted | 100% | |||
| Mt Hamlet | E08/1889 | Granted | 100% | ||
| E08/1994 | Granted | 100% | |||
| Sunday Creek | E45/3278 | Application | 100% | ||
| E45/3345 | Application | 100% | |||
| E45/3477 | Application | 100% | |||
| Mt Sears | E45/3292 | Application | 100% | ||
| Gunbarrel | |||||
| E39/1581 | Application | 100% | |||
| E38/2460 | Application | 100% | |||
| E38/2461 | Application | 100% | |||
| E38/2462 | Application | 100% | |||
| Lyons River | E09/1785 | Application | 100% | ||
| Golden Dunes | E69/2823 | Application | 100% | ||
| E69/2824 | Application | 100% | |||
| SA | Lambina | EL3566 | Granted | 100% | |
| Mt Alice | EL4632 | Granted | 100% | ||
| QLD | Sugarbag Creek | EPM18746 | Application | 100% |
Tenement Schedule
5.3 Financial performance
This Section contains a summary of Raisama's financial performance extracted from the Company's management accounts as at 30 September 2010. Further information on Raisama is contained in the Company's 2010 Annual Report which is available from the website www.raisama.com.au.
Raisama Limited
Unaudited Statement of Comprehensive Income for the quarter ended 30 September 2010
| Consolidated 2010 | |
|---|---|
| Other income | $37,104 |
| Depreciation | (2,349) |
| Exploration expenditure incurred | (176,432) |
| Foreign exchange loss | (15,179) |
| Other expenses | (462,760) |
| (656,720) | |
| Loss before income tax expense | (619,616) |
| Income tax expense | - |
| Net loss for the year | (619,616) |
| Other comprehensive income | |
| Foreign exchange loss on translation of subsidiary financial statements | (41,612) |
| Income tax relating to components of other comprehensive income | - |
| Other comprehensive income, net of tax | (41,612) |
| Total comprehensive loss for the year | (661,228) |
| Loss attributable to: | |
| Owners of the Company | (599,811) |
| Non-Controlling Interest | (19,806) |
| (619,616) | |
| Total comprehensive loss attributable to: | |
| Owners of the Company | (641,422) |
| Non-Controlling Interest | (19,806) |
| (661,228) |
Raisama Limited
Unaudited Statement of Financial Position as at 30 September 2010
| Consolidated 2010$ | |
|---|---|
| Current Assets | |
| Cash and cash equivalents | 8,064,322 |
| Trade and other receivables | 65,260 |
| Inventory | 4,284 |
| Total Current Assets | 8,133,865 |
| Non-Current Assets | |
| Trade and other receivables | 25,000 |
| Plant and equipment | 130,320 |
| Exploration project acquisition costs | 1,133,834 |
| Total Non-Current Assets | 1,289,154 |
| Total Assets | 9,423,019 |
| Current Liabilities | |
| Trade and other payables | 58,914 |
| Total Current Liabilities | 58,914 |
| Non-Current Liabilities | |
| Borrowings | 199,604 |
| Deferred tax liability | 1,733 |
| Total Non-Current Liabilities | 201,336 |
| Total Liabilities | 260,250 |
| Net Assets | 9,162,769 |
| Equity | |
| Issued capital | 13,290,589 |
| Reserves | 344,800 |
| Accumulated losses | (4,514,180) |
| Non-controlling interest | 41,559 |
| Total Equity | 9,162,769 |
Raisama Limited
Statement of Changes in Equity for the year ended 30 September 2010
| Issuedcapital$ | Share basedpaymentsreserve$ | Foreigncurrencytranslationreserve$ | Accumulatedlosses$ | NonControllingInterest$ | Total equity$ | |
|---|---|---|---|---|---|---|
| Consolidated | ||||||
| Balance at 30 June 2010 | 13,290,589 | 386,300 | 112 | (3,914,368) | 61,364 | 9,823,997 |
| Balance at 1 July 2010 | 13,290,589 | 386,300 | 112 | (3,914,368) | 61,364 | 9,823,997 |
| Loss for the period | - | - | - | (619,616) | - | (619,616) |
| Other comprehensive income | - | - | (41,612) | - | - | (41,612) |
| Total comprehensive loss for the year | - | - | (41,612) | (619,616) | - | (661,228) |
| Shares issued during the period | - | - | - | - | - | - |
| Capital raising costs | - | - | - | - | - | |
| Share based compensation | - | - | - | - | - | - |
| Non-controlling interest on acquisition | - | - | - | - | - | - |
| Non-controlling interest in loss | - | - | - | 19,806 | (19,806) | - |
| Balance at 30 September 2010 | 13,290,589 | 386,300 | (41,500) | (4,514,180) | 41,558 | 9,162,769 |
5.4 Directors of Raisama
Profiles of the Raisama Directors, as at the date of this Bidder's Statement, are set out below.
Matthew Howison | Chairman
Mr Matthew Howison is a lawyer and investment banker who has held senior positions at NM Rothschild & Sons (Australia) Limited, Turnbulll & Partners, Goldman Sachs Australia and Salomon Smith Barney before establishing the private merchant banking firm Emerald Partners in 2004. In these roles he has been involved in advising on mergers and acquisitions and capital raising transactions for major Australian and international corporations and has extensive experience in contested public company takeovers. Mr Howison has particular expertise in the metals and mining, energy, renewable energy, media and technology industries. He is an active investor in, and adviser to, a wide range of mineral exploration companies.
David Berrie | Director
Mr David Berrie has over 20 years experience in the resources sector including more than 7 years in the Australian uranium sector.
Most recently Mr Berrie held the position of Managing Director of Fusion Resources Limited where he transitioned the company from a grassroots explorer through to the identification and delineation of a JORC Code compliant uranium resource and following that, negotiated and managed the friendly takeover of Fusion by Paladin Energy Limited. The bid was unanimously supported by the Fusion board and its major shareholders and was concluded in less than 3 months.
Prior to this, Mr Berrie was Corporate Director for Summit Resources Limited, itself acquired in 2007 by Paladin. He was initially employed by Summit to supervise the completion of a feasibility study in relation to the development of Summit's Valhalla and Skal uranium projects. With Paladin's hostile takeover for Summit his role changed to deal with Summit's extensive corporate activities.
Prior to joining Summit, Mr. Berrie spent over 18 years with Western Mining Corporation and subsequently BHP Billiton, following the takeover in 2005. During this time Mr Berrie performed senior corporate, legal and commercial roles within their exploration, mining and project development groups, including management responsibility of the Yeelirrie Uranium project for several years.
Mr Berrie holds Bachelor of Laws and Bachelor of Jurisprudence degrees from the University of Western Australia.
Christopher Reindler | Executive Director
Mr Christopher Reindler has been actively involved in the mining and exploration industry in Western Australia for the past 38 years and has had significant involvement with uranium exploration. For eighteen years he has operated as an independent prospector and has been responsible for the location of several new target areas and subsequent joint ventures with major companies in Western Australia. Some of these projects led on to significant discoveries.
Mr Reindler spent five years with Agip Nucleare (Aust Pty Limited), the wholly owned subsidiary of the Italian ENI group, exploring for uranium in Western Australia. As senior geo-technician, he was responsible for down-hole logging, airborne spectrometer surveys and interpretation of data on ground checking of anomalies, ground spectrometer surveys and prospecting.
Marcello de Angelis | Non-Executive Director
Dr Marcello de Angelis is a geologist with over 40 years experience in uranium and base/precious metals exploration and development in several countries worldwide, including several years managing the exploration and production activities in Western Australia for Agip Australia Ltd. He has held numerous senior management/board positions including Executive Vice President of Agip Resources Ltd and Agip Canada Ltd from 1990 to 1992 and as Managing Director of Pestarena Gold Mines SrL (Italy) from 2000 to 2001.
Since 1994 he has operated a consultancy company advising a number of Australian listed and unlisted companies on uranium, gold and base metals initiatives in Australia and overseas.
He is credited with the discovery and fast-track development, between 1985 and 1990, of the Radio Hill nickel-copper deposit in Western Australia, with the adoption of the ISASMELT technology for matte production. In addition, he was a joint venture committee member involved in the management of the Kintyre Uranium development project in Western Australia.
Dr de Angelis holds a Doctorate in Geological Sciences and is a Registered Professional Geologist of the Order of Geologists in Italy and is a member of the Association of Mining Engineers, Italy.
5.5 Information about Raisama Securities
(a) Raisama Shares
As at the date of this Bidder's Statement, Raisama had 82,250,000 Raisama Shares on issue. Further information about Raisama Shares is provided in Section 11.13.
(b) Raisama Options
As at the date of this Bidder's Statement, Raisama had the following unquoted Raisama Options on issue:
- (i) 7,000,000 exercisable at $0.20 on or before 31 December 2012;
- (ii) 13,500,000 exercisable at $0.35 on or before 31 December 2013; and
- (iii) 9,500,000 exercisable at $0.50 on or before 31 December 2014.
Further information about Raisama Options is provided in Section 11.15.
5.6 Raisama Shareholders
As at 3 February 2011, there were 538 Raisama Shareholders and the top 10 Raisama Shareholders were:
| Raisama Shares | |||
|---|---|---|---|
| Raisama Shareholder | Number | Percentage | |
| Hebei Mining Australia Pty Ltd | 7,000,000 | 8.51% | |
| Matthew Howison | 5,600,000 | 6.81% | |
| Veblen Group Pty Ltd | 5,600,000 | 6.81% | |
| Lanza Holdings Pty Ltd | 4,625,000 | 5.62% | |
| Christopher Reindler | 3,700,000 | 4.50% | |
| UBS Wealth Management Australia Nominees Pty Ltd | 3,126,941 | 3.80% | |
| Hebei Mining (Australia) Holding Pty Ltd | 2,000,000 | 2.43% | |
| Ronald Winston | 2,000,000 | 2.43% | |
| Renaissance Pty Ltd | 1,951,285 | 2.37% | |
| Nariva Services Inc | 1,800,000 | 2.19% | |
| Total | 37,403,226 | 45.47% |
5.7 Trading in Raisama Shares
Raisama Shares are quoted on ASX.
Set out below is a table showing relevant trading prices of Raisama Shares on ASX:
| Comparative trading period price of Raisama Shares | Price of Raisama Shares |
|---|---|
| Highest trading price in the 4 months prior to the date this Bidder's Statement was lodged with ASIC | 26.5 cents |
| Lowest trading price in the 4 months prior to the date this Bidder's Statement was lodged with ASIC | 17.5 cents |
| Closing trading price on the last trading day before the Announcement Date | 20 cents |
| Last available closing price of Raisama Shares traded on ASX prior to the date this Bidder'sStatement was lodged with ASIC | 26 cents |
5.8 Changes to capital
Outlined below is the capital structure of Raisama assuming completion of the Offer.
The actual number of Raisama Shares on issue will depend upon the number of acceptances of the Offer.
The tables assume that, between the Announcement Date and the end of the Offer Period, no Raisama Options and no Peak Options are exercised.
| Raisama Shares | Number Assuming 90% acceptance | Number assuming 100% acceptance |
|---|---|---|
| Shares presently on issue | 82,250,000 | 82,250,000 |
| Shares issued under the Offer | 160,066,842 | 177,852,046 |
| Total | 242,316,842 | 260,102,046 |
If 100% of Peak Shareholders as at the date of this Bidder's Statement accept the Offer, Peak Shareholders will become entitled to approximately 68.4% of the total issued share capital of Raisama, on an undiluted basis.
5.9 Effect on substantial shareholders of Raisama post completion of the Takeover Bid
The acquisition of Peak Shares and issue of Raisama Shares under the Offer will affect the substantial Shareholders of Raisama. Based on current shareholdings known to Raisama, the table below summarises the expected substantial Shareholders of Raisama on completion of the Offer assuming no Raisama Options are exercised and 100% acceptance of the Offer.
| Name | Number of Raisama Sharesheld post completionof the Takeover Bid | Current Relevant Interest(%) | Relevant Interest followingcompletion of the TakeoverBid (%) |
|---|---|---|---|
| Sagepark Holdings Pty Ltd | 30,397,728 | Nil | 11.69 |
| Pontia Pty Ltd / J Durrant | 30,397,728 | Nil | 11.69 |
| Heibei Mining Australia Pty Ltd | 24,968,182 | 10.94 | 9.60 |
| Matthew Howison | 15,107,955 | 7.31 | 5.81 |
| Veblen Group Pty Ltd | 14,649,500 | 7.42 | 5.63 |
| Lanza Holdings Pty Ltd | 14,556,818 | 7.75 | 5.59 |
| Peter Smedvig | 13,636,364 | Nil | 5.24 |
5.10 Further information on Raisama
As a company whose shares are quoted on ASX, Raisama is a disclosing entity and, as such, is subject to regular reporting and disclosure obligations. Copies of all documents lodged with ASIC in relation to Raisama may be obtained for a fee from, or inspected at, an office of ASIC.
As permitted by ASIC Class Order 01/1543, this Bidder's Statement contains statements which are made, or based on statements made, in documents lodged with ASIC or ASX.
The Class Order permits certain statements to be included in this Bidder's Statement without the consent of the person to whom the statement was attributed where the statement was made in a document lodged with ASIC or ASX.
Pursuant to the Class Order, Raisama will provide a copy of the documents referred to below, free of charge, to any person who asks for them during the Offer Period:
- (a) Raisama's 2010 Annual Report containing the financial statements for the period ended 30 June 2010 (being the latest annual financial report containing the financial statements for a financial year most recently lodged with ASIC in relation to Raisama before the date of this Bidder's Statement); and
- (b) all documents and announcements used to notify ASX of information relating to Raisama under the provisions of the Listing Rules since lodgement of its 2010 audited Annual Financial Report.
There is no information which has been excluded from a continuous disclosure notice in accordance with the Listing Rules or in the Bidder's Statement that Peak Shareholders and their professional advisers would reasonably require for the purpose of making an informed assessment of:
- (a) the assets and liabilities, financial position and performance, profits and losses and prospects of Raisama; and
- (b) the rights and liabilities attaching to the Raisama Shares to be issued pursuant to the Offer.
6. Profile of Peak
6.1 Disclaimer
This overview of Peak and all financial information concerning Peak contained in this Bidder's Statement has been prepared by Raisama using publicly available information, and information provided by Peak during negotiations, including as part of the limited due diligence process, adjusted where considered appropriate by Raisama based on Raisama's industry knowledge and expertise.
Raisama conducted a review of certain information and documents made available by Peak and met with certain Peak executives before it announced its intention to make the Takeover Bid on 26 November 2010.
The information in this Bidder's Statement concerning Peak has not been independently verified. Raisama does not, subject to the Corporations Act, make any representation or warranty, express or implied, as to the accuracy or completeness of this information.
The primary sources of information about Peak used by Raisama were as follows:
- (a) information provided by Peak Directors and management during negotiations, including limited due diligence investigations;
- (b) other publicly released information in relation to Peak including the Peak Information Memorandum; and
- (c) Raisama's own knowledge and industry experience.
Further information relating to Peak is expected to be included in Peak's Target's Statement.
6.2 Overview of Peak's activities
Peak is an upstream oil and gas company with a strategy is to develop and build on Peak's current asset portfolio in the Asia-Pacific region. This will be achieved by re-investing production cashflows anticipated from the Cadlao Redevelopment Project into the Company's portfolio of development and exploration assets as well as acquiring new exploration and development opportunities.
Since its formation in 2009, Peak has pursued an upstream oil and gas strategy focussed on the Asia-Pacific region for a number of reasons:
- (a) the prolific occurrence of hydrocarbons across the region. Peak is of the view that significant volumes of hydrocarbon reserves exist in smaller, discovered but as yet undeveloped, fields;
- (b) the under-explored nature of the region which contains frontier acreage and new exploration concepts;
- (c) senior management's extensive experience and technical knowledge as well as long standing networks of contacts and associated deal flow in the region; and
- (d) the increasing demand for energy in the region, driven by significant GDP growth in countries such as China, India, Indonesia, Malaysia, Thailand and the Philippines that has significantly outstripped the developed world in recent times.
6.3 Peak's projects
Peak possesses an attractive combination of near-term production and exploration assets located in the Asia-Pacific region as depicted in Figure 6 below.

Figure 6: Location of Peak's Projects
Peak's portfolio comprises the following:
(a) Cadlao Redevelopment Project
Located in the Palawan basin in the Philippines, production is being targeted for the December quarter of 2011. Peak is earning a 50% interest in Service Contract 6 (Cadlao) with the Philippines government (SC6 Cadlao). Gaffney, Cline & Associates has estimated gross field 2P reserves of 6.05 mmbbl and an expectation of an average gross field production rate of over 11,400 bopd for the first six months of production.
As stated in the GCA Report, Peak's net interest in the Cadlao Redevelopment Project has a net present value of approximately US$74 million on a "Proved plus Probable" basis using a 12.5% discount rate.3
The Cadlao Redevelopment Project is financially attractive for Peak with Gaffney, Cline & Associates having confirmed through its own independent analysis:
- (i) a payback of investment capital expected within the first 3 months of the start of oil production;
- (ii) positive net cash flow over $80 million to Peak in first year of production; and
(iii) an internal rate of return of more than 100%.
Peak considers the 2P project cashflows resulting from the production profile contemplated in the GCA Report to be robust, with a breakeven oil price for the Cadlao Redevelopment Project below US$45/bbl. The Cadlao Redevelopment Project has the potential to generate significantly increased returns for Peak in a higher oil price environment.
(b) SC6B Bonita
Peak is earning an interest of 32.2% in this block, which is located in the Palawan basin in the Philippines adjacent to SC6 Cadlao. It contains the Bonita discovery plus several prospective exploration targets which could feasibly be tied back to the Cadlao Redevelopment Project facilities once the project has commenced.
(c) South Block A
Located in the North Sumatra basin in Indonesia where 2D seismic is anticipated to be acquired in the first half of 2011 and exploration wells are expected to be drilled in the first half of 2012 subject to joint venture and regulatory approvals. This acreage hosts prospects assessed by the previous operator to contain estimated unrisked, mean, in-place prospective resources of 858 mmbbl of oil or 1.47 tcf of gas.
(d) Block L20/50
Located onshore in Thailand in a region that has hosted numerous petroleum discoveries, including Shell's Sirikit oil field with recoverable reserves of approximately 200 mmbbl. Up to 3 exploration wells will be drilled, commencing January 2011 to assess the three prospects with a total mean unrisked recoverable prospective resource potential of 104 mmbbl.
(e) PEP 51311
The Kaupokonui Prospect is located in New Zealand's principal oil and gas producing area in the southern offshore Taranaki Basin, nearby to the Maui and Kupe South gas and oil fields and the Maari oil field. Subject to rig availability, an exploration well is planned for the first half of 2012. The targeted prospect has been assessed by the operator to contain a total mean unrisked recoverable prospective oil resource potential of 378 mmbbl.
A more detailed overview of the Company's projects is provided in Peak's Information Memorandum accompanies this Bidders Statement.
6.4 Directors of Peak
As at the date of this Bidder's Statement, the Peak Directors are:
- Jeff Steketee Managing Director
- Jim Durrant Technical Director
- Guy Cowan Non-Executive Director
Refer to the GCA Report (Appendix 8 of the Independent Experts Report) for important information regarding the manner in which Gaffney, Cline & Associates has calculated the net present value, including the assumptions on which its calculation is based.
6.5 Information about Peak Securities
(a) Peak Shares
- As at 3 February 2011:
- (i) Peak had 130,424,834 Peak Shares on issue; and
- (ii) there were 155 Peak Shareholders.
(b) Peak Options
As at 3 February 2011 Peak had the following Peak Options on issue:
- (i) 8,000,000 Peak Options exercisable at $0.20 each on or before 31 December 2013;
- (ii) 8,000,000 Peak Options exercisable at $0.35 each on or before 31 December 2014;
- (iii) 8,000,000 Peak Options exercisable at $0.50 each on or before 31 December 2015;
- (iv) 200,000 Peak Options exercisable at $0.40 each on or before 30 September 2014; and
- (v) 300,000 Peak Options exercisable at $0.50 each on or before 30 September 2014.
6.6 Peak Shareholders
The top 10 Peak Shareholders as at 3 February 2011 were as follows:
| Peak Shares | |||
|---|---|---|---|
| Peak Shareholder | Number | Percentage | |
| Sagepark Holdings Pty Ltd <j &="" a="" c="" family="" steketee=""> | 22,291,667 | 17.09% | |
| Pontia Pty Ltd | 20,000,000 | 15.33% | |
| Hebei Mining (Australia) Holding Pty Ltd | 11,710,000 | 8.98% | |
| Peter Smedvig | 10,000,000 | 7.67% | |
| Laconia Holdings Pty Ltd | 6,420,000 | 4.92% | |
| Veblen Group Pty Ltd | 6,070,000 | 4.65% | |
| Key International Pty Ltd | 3,570,000 | 2.74% | |
| Adjo Investments Pty Ltd | 3,500,000 | 2.68% | |
| Shichi Pty Ltd | 3,500,000 | 2.68% | |
| Lanza Holdings Pty Ltd | 3,000,000 | 2.30% | |
| Total | 90,061,667 | 69.05% |
6.7 Peak's financial position
| Peak Oil & Gas Limited unaudited Statement of Financial Position asat 30 September 2010 | 30 September 2010 |
|---|---|
| Current Assets | |
| Cash and cash equivalents | 7,829,579 |
| Trade and other receivables | 98,688 |
| Total Current Assets | 7,928,267 |
| Non-Current Assets | |
| Plant and equipment | 7,318 |
| Exploration project acquisition costs | 1,878,948 |
| Total Non-Current Assets | 1,886,266 |
| Total Assets | 9,814,533 |
| Current Liabilities | |
| Trade and other payables | 115,000 |
| Total Current Liabilities | 115,000 |
| Total Liabilities | 115,000 |
| Net Assets | 9,699,533 |
| Equity | |
| Issued capital | 10,583,876 |
| Accumulated losses | (884,343) |
| Total Equity | 9,699,533 |
6.8 Further Information on Peak
Peak maintains a website, www.peakoil-gas.com, which contains further information about Peak and its operations.
Peak Shareholders may obtain or inspect a copy of documents lodged with ASIC at an office of ASIC. In addition, on request to Raisama and free of charge, Peak Shareholders may obtain a copy of, or inspect, any documents referred to in this Bidder's Statement which have been lodged with ASIC.
7. Profile of the Merged Group
7.1 Changes to the Raisama Board
The Peak Directors have indicated their willingness to join Raisama in both an executive and technical capacity to assist in the development of the Merged Group's assets. Following completion of the Offer, it is proposed that Peak Directors Jeff Steketee, Jim Durrant and Guy Cowan will be appointed to the Raisama Board, and Matthew Howison, David Berrie and Christopher Reindler will remain as Directors of Raisama.
On this basis it is proposed the Board of Raisama following successful completion of the Takeover Bid will comprise:
David Berrie - Executive Chairman Jeff Steketee - Managing Director Jim Durrant - Technical Director Guy Cowan - Non-Executive Director Matthew Howison - Non-Executive Director Christopher Reindler - Non-Executive Director
Profiles of Messrs Berrie, Howison and Reindler are set out in Section 5.4. Profiles of Messrs Steketee, Durrant and Cowan are set out below:
Jeff Steketee
Mr Steketee was appointed to the Peak Board in April 2009. Mr Steketee has over 20 years' experience in the energy sector, and has held senior technical and managerial positions within service and energy and petroleum companies in Australia and Asia, including Halliburton and Unocal. Over the last decade, he was pivotal in developing a number of new energy related companies across Asia including CUEL Limited, an innovative and successful developer of offshore oil and gas fields, and JSX Energy, an E&P company established to focus on upstream investments in Thailand, Malaysia and Indonesia.
Recently, Mr Steketee managed a large investment portfolio for a private, Asian based, conglomerate focussing on resources sector investments in Australia. In parallel, he also developed the company's globally focused oil and gas division, serving as its inaugural head and building a substantial portfolio of interests in exploration and production companies and offshore production assets.
Mr Steketee has worked extensively throughout Asia with a particular emphasis on business development, strategic and commercial management and private equity investment.
Jim Durrant
Mr Durrant was appointed to the Peak Board in April 2009. Mr Durrant has over 30 years' experience in the Australian and international petroleum sector, having held senior technical, management and corporate positions with major companies including Delhi Petroleum and Western Mining Corporation Ltd.
Mr Durrant co-founded and was technical director of Strike Oil Ltd, playing a major role in developing the company into a respected ASX listed oil & gas company having amassed a successful exploration and production portfolio including the offshore Casino gas discovery, a coal bed methane portfolio in eastern Australia and successful US oil and gas production.
Mr Durrant is a member of the American Association of Petroleum Geologists, was an elected board member of the Australian Petroleum Production and Exploration Association (APPEA) for 8 years and served as State and National President of the Petroleum Exploration Society of Australia (PESA). He was awarded the PESA Meritorious Service Medal in 1998 and honorary life membership of APPEA in 2009
Guy Cowan
Mr Cowan was appointed to the Peak Board in September 2010. Mr Cowan has 23 years' international experience in senior commercial and financial roles in the oil and gas industries with the Shell Group of companies.
After graduating as an engineer in the UK, Mr. Cowan qualified as a chartered accountant and subsequently as a certified public accountant in the USA, with nine years experience with PricewaterhouseCoopers and KPMG in the UK, Brazil and the USA. Mr. Cowan joined Shell in Brazil in 1981 and over the following 23 years acted in senior finance and commercial roles for Shell in Africa, Europe, the Americas and Australia. This included serving as an alternate director of Woodside Petroleum in 1992-1994, CFO and commercial general manager of Shell Nigeria, and, during his last 2 years with the Shell Group, as director, vice president and CFO of Shell Petroleum Inc and the Shell Oil Company in the USA.
After leaving Shell in 2005 he became CFO and director of strategy of the Fonterra Co-Operative Group Limited, the New Zealand based exporter of dairy products accounting for more than one third of the international dairy trade. He resigned from this position to take up residence in Australia in 2009.
Mr Cowan is a non-executive director of United Group Limited, Queensland Sugar Ltd, Ludowic Ltd, Soprole Inversiones S.A. (Chile) and Gold Oil PLC (UK).
7.2 Employment of existing and proposed executives
David Berrie – Managing Director (proposed Executive Chairman)
Mr Berrie is presently employed as the Company's Managing Director and Chief Executive Officer pursuant to an executive services agreement.
If 90% acceptance of the Offer is achieved it is proposed that Mr Berrie's position will be changed to that of Executive Chairman.
Under the terms of his existing services agreement, Mr Berrie:
- (a) is entitled to receive a salary of $255,000 per annum, superannuation at the rate of 9% of his salary and other entitlements (subject to annual review);
- (b) may be eligible for performance based bonuses (in determining the extent of any performance based bonus, the Company shall take into consideration various key performance indicators, as set by the Company from time to time, and any other matter the Company deems appropriate); and
- (c) must perform various duties consistent with those normally expected of a managing director of a public listed company in the Company's circumstances and owes general duties to the Company, which are typical for an agreement of this nature, including duties to act faithfully and diligently and in the best interests of the Company, and to comply with all policies of the Company.
The agreement commenced on 1 November 2009 for an initial term of 3 years, ending 30 October 2012 (End Date). At least 6 months' before the End Date, either party may give notice that the agreement will terminate on the End Date.
During the initial 3 year term, the Company may terminate the agreement by providing Mr Berrie with 18 months' notice of termination or payment in lieu of notice up to an amount equivalent to 18 months' remuneration.
After the initial term, the agreement will continue until either Mr Berrie terminates the agreement by giving the Company 3 months' notice, or the Company terminates the agreement by giving Mr Berrie 12 months' notice, or upon less notice by paying Mr Berrie in lieu of notice up to an amount equivalent to 18 months' remuneration.
If the Company commits a material breach of the agreement, and fails to remedy the breach within 10 business days' notice requiring that the breach be remedied, Mr Berrie may terminate the agreement by notice to the Company. Mr Berrie may terminate the agreement in the same manner if, at the instigation of the Board, the roles and duties assigned to Mr Berrie in their position within the Company are materially reduced, or his position becomes redundant. In either case, Mr Berrie shall be entitled to recover the greater of the residual remuneration due under the agreement and 18 months' remuneration on termination.
The Company may terminate the agreement summarily for any serious incidents of wrongdoing by Mr Berrie.
Christopher Reindler - Consultant
The Company has engaged Mr Christopher Reindler (Consultant) to provide services, on a non-exclusive and consultancy basis, on the terms and conditions set out in a consultancy agreement.
Subject to earlier termination, the engagement is for an initial term of 3 years, commencing 1 November 2009. The initial term may be extended by mutual agreement.
The specific services of the Consultant, under the agreement, include the following:
- (a) to assist in the co-ordination and management of the Company's exploration activities both in Australia and overseas;
- (b) to assist in the development of exploration programs and budgets to be submitted to the Board;
- (c) to assist in the implementation of these exploration programs;
- (d) where necessary, to conduct and/or supervise field exploration activities;
- (e) where required, to engage external consultants/service suppliers to undertake and complete the approved exploration programs;
- (f) to assist in developing and assessing new exploration projects;
- (g) when required, to assist in the corporate promotion of the Company and its projects; and
- (h) when required, to assist with the Company's fund raising activities.
The performance of the Consultant in the provision of the services under the agreement shall be regularly reviewed by the Board.
As consideration for the Consultant's services, the Company must pay the Consultant:
- (a) a monthly retainer of $12,500, to be paid to the Consultant monthly in arrears irrespective of whether the Consultant has performed any services in that month; and
- (b) for exploration field work and/or corporate activities performed by the Consultant away from Perth $1,200 per day (being 8 hours or more spent by the Consultant performing services in any one day) or pro-rata for part days, (Fee), to be reviewed annually. In addition, the Company may pay the Consultant a performance based bonus. In determining the extent of any bonus, the Company shall take into consideration the key performance indicators of the Consultant and the Company, as the Company may set from time to time, and any other matter that it deems appropriate.
The Company may terminate the agreement by giving 6 months written notice to the Consultant, or payment in lieu thereof, and making a payment to the Consultant equivalent to 9 months' Fee. The Company may also terminate the agreement in various other circumstances.
The Consultant may terminate the agreement by giving the Company 3 months' written notice. The Consultant may terminate the agreement immediately if:
- (a) the Company commits any serious or persistent breach of any of the provisions contained in the agreement and the breach is not remedied within 28 days of receipt of written notice from the Consultant to the Company to do so; or
- (b) there is the acquisition of a beneficial ownership of greater than 20% of the capital of the Company by a person or entity who has, as at the date of execution of the agreement, a beneficial ownership of less than 20% of the capital of the Company or does not have any beneficial ownership in the capital of the Company.
The agreement contains standard confidentiality and intellectual property provisions for an agreement of this type.
Jeff Steketee (proposed Managing Director) and Jim Durrant (proposed Technical Director)
The Company proposes to enter into executive services agreements with Jeff Steketee and Jim Durrant to become executives of the Company (Executives), conditional upon Raisama achieving 90% acceptance under the Offer.
It is proposed that Mr Steketee will be employed on terms whereby Mr Steketee:
- (a) will be engaged as managing director and chief executive officer of the Company;
- (b) will receive a salary of $325,000 per annum, superannuation at the rate of 9% of his salary and other entitlements (subject to annual review);
- (c) may be eligible for performance based bonuses (in determining the extent of any performance based bonus, the Company shall take into consideration various key performance indicators, as set by the Company from time to time, and any other matter the Company deems appropriate); and
- (d) must perform various duties consistent with those normally expected of a managing director of a public listed company in the Company's circumstances.
- It is proposed that Mr Durrant will be employed on terms whereby Mr Durrant:
- (a) will be engaged as technical director of the Company;
- (b) will receive a salary of $300,000 per annum, superannuation at the rate of 9% of his salary and other entitlements (subject to annual review);
- (c) may be eligible for performance based bonuses (in determining the extent of any performance based bonus, the Company shall take into consideration various key performance indicators, as set by the Company from time to time, and any other matter the Company deems appropriate); and
- (d) must perform various duties consistent with those normally expected of a technical director of a public listed company in the Company's circumstances.
Each agreement is expected to be on the following terms:
The agreement will be for an initial term of 3 years. At least 3 months' before the date 3 years after commencement (End Date), either party may give notice that the agreement will terminate on the End Date.
During the initial 3 year term, the Company may terminate the agreement by providing the Executive with 18 months' notice of termination or payment in lieu of notice up to an amount equivalent to 18 months' remuneration.
After the initial term, the agreement will continue until either the Executive terminates the agreement by giving the Company 3 months' notice, or the Company terminates the agreement by giving the Executive 18 months' notice, or payment in lieu of notice up to an amount equivalent to 18 months' remuneration.
If the Company commits a material breach of the agreement, and fails to remedy the breach within 10 business days' notice requiring that the breach be remedied, the Executive may terminate the agreement by notice to the Company. The Executive may terminate the agreement in the same manner if, at the instigation of the Board, the roles and duties assigned to the Executive in their position within the Company are materially reduced, or his position becomes redundant. In either case, the Executive shall be entitled to recover the greater of the residual remuneration due under the agreement and 18 months' remuneration on termination.
The Company may terminate the agreement summarily for any serious incidents of wrongdoing by the Executive.
7.3 Financial information
Overview
This Section contains an unaudited statement of financial position for Raisama and Peak, with the relevant information extracted from the internal management accounts of both companies as at 30 September 2010.
The unaudited pro-forma statement of financial position of the Merged Group presents the Raisama Group's financial position as at 30 September 2010 as if Raisama had acquired 100% of Peak on that date. Acquisition accounting entries have been based on the terms of the Offer and the assumptions set out in at the end of the statement of financial position in order to arrive at an unaudited pro-forma consolidated statement of financial position for the Merged Group as at 30 September 2010.
Raisama will undertake a comprehensive assessment of the fair value of the assets and liabilities acquired after completion of the Offer.
The unaudited pro-forma statement of financial position is indicative only. Raisama has drawn its own conclusions based on the known facts and other publicly available information. If the factors, circumstances, assumptions or other information should prove to be different to that described, the conclusions may change accordingly.
Purchase consideration of $39 million consists of 15 new Raisama Shares for 11 Peak Shares resulting in the issue of 177,852,046 new Raisama Shares.
This Section should be read in conjunction with Section 8 of this Bidder's Statement, which provides details of Raisama's current intentions regarding Peak.
| Raisama Limitedunaudited Statementof Financial Positionas at 30 September2010 | Peak Oil & Gas Limitedunaudited Statement ofFinancial Position as at30 September 2010 | UnauditedConsolidationAdjustments | ProformaConsolidatedUnaudited Statementof Financial Position | |
|---|---|---|---|---|
| Current Assets | ||||
| Cash and cash equivalents | 8,064,322 | 7,829,579 | (700,000) | 15,193,901 |
| Trade and other receivables | 90,260 | 98,688 | - | 188,948 |
| Inventory | 4,283 | - | - | 4,283 |
| Total Current Assets | 8,158,865 | 7,928,267 | (700,000) | 15,387,132 |
| Non-Current Assets | ||||
| Trade and other receivables | - | - | - | - |
| Plant and equipment | 130,320 | 7,318 | - | 137,638 |
| Exploration project acquisition costs | 1,133,834 | 1,878,948 | 29,300,467 | 32,313,249 |
| Total Non-Current Assets | 1,264,154 | 1,886,266 | 29,300,467 | 32,450,887 |
| Total Assets | 9,423,019 | 9,814,533 | 28,600,467 | 47,838,019 |
| Current Liabilities | ||||
| Trade and other payables | 58,914 | 115,000 | - | 173,914 |
| Total Current Liabilities | 58,914 | 115,000 | - | 173,914 |
| Non-Current Liabilities | ||||
| Borrowings | 199,604 | - | - | 199,604 |
| Deferred tax liability | 1,732 | - | - | 1,732 |
| Total Non-Current Liabilities | 201,336 | - | - | 201,336 |
| Total Liabilities | 260,250 | 115,000 | - | 375,250 |
| Net Assets | 9,162,769 | 9,699,533 | 28,600,467 | 47,462,769 |
| Equity | ||||
| Issued capital | 13,290,589 | 10,583,876 | 28,416,124 | 52,290,589 |
| Reserves | 344,800 | - | - | 344,800 |
| Accumulated losses | (4,514,180) | (884,343) | 184,343 | (5,214,180) |
| Non-controlling interest | 41,560 | - | - | 41,560 |
| Total Equity | 9,162,769 | 9,699,533 | 28,600,467 | 47,462,769 |
Assumptions
- Raisama acquires 100% of Peak Shares.
- Raisama is assumed to be the acquirer for the purposes of Australian Accounting Standards and is required to consolidate Peak. Australian Accounting Standard AASB 3 requires that all business combinations are accounted for using the purchase method. This involves assigning fair values at the settlement date to identifiable assets, liabilities and contingent liabilities, including intangible assets assumed.
- A formal analysis of the fair values of the net assets acquired will be performed post completion of the transaction.
- Purchase consideration of $39,000,000 consists of 15 Raisama Shares for every 11 Peak Shares.
- The excess of the purchase consideration over the net assets and liabilities acquired has been attributed to exploration project acquisition costs and there is nil deferred tax liability on the exploration project acquisition costs.
- There are approximate expenses incurred as a result of completing the merger transaction of $700,000.
Unaudited proforma Merged Group Consolidated Statement of Cash Position as at 31 December 2010
| Raisama Limited | Peak Oil & Gas Limited | Consolidated Unaudited | |
|---|---|---|---|
| unaudited Cash Position | unaudited Cash Position | Statement of Cash | |
| as at 31 December 2010 | as at 31 December 2010 | Position | |
| Total Cash and Cash Equivalents | $7,384,671 | $5,921,030 | $13,305,701 |
Notes to Merged Group balance sheet and accounting policies for the Merged Group
(a) Basis of consolidation
The unaudited proforma Merged Group consolidated Statement of Financial Position comprise the financial statements of Raisama Limited and its controlled entities as at 30 September 2010 and Peak Oil & Gas Limited and its controlled entities as at 30 September 2010.
In preparing the proforma Merged Group consolidated Statement of Financial Position, all inter Company balances and transactions, income and expenses and profit and losses resulting from intra-group transactions have been eliminated in full. Controlled entities are fully consolidated from the date on which control is transferred to the Group and cease to be consolidated from the date on which control is transferred out of the Group. Control exists where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
(b) Significant accounting judgements estimates and assumptions
The carrying amounts of certain assets and liabilities are often determined based on estimates and assumptions of future events. The key estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of certain assets and liabilities within the next annual reporting period are:
Deferred exploration expenditure:
The Merged Group's main activity is exploration and evaluation for minerals. The nature of exploration activities are such that it requires interpretation of complex and difficult geological models in order to make an assessment of the size, shape, depth and quality of resources and their anticipated recoveries. The economic, geological and technical factors used to estimate mining viability may change from period to period. In addition exploration activities by their nature are inherently uncertain. Changes in all these factors can impact exploration asset carrying values.
Share-based payment transactions:
The Merged Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using a Black and Scholes model.
(c) Revenue recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Merged Group and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised:
Interest income
Interest revenue is recognised on a time proportionate basis that takes into account the effective yield on the financial asset.
(d) Cash and cash equivalents
Cash comprises cash at bank and in hand. Cash equivalents are short term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Temporary bank overdrafts are included in cash at bank and in hand. Permanent bank overdrafts are shown within borrowings in current liabilities in the statement of financial position.
(e) Income tax
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the balance sheet date.
Deferred income tax is provided on all temporary differences at the balance date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred income tax liabilities are recognised for all taxable temporary differences except:
- when the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; or
- when the taxable temporary difference is associated with investments in controlled entities, associates or interests in joint ventures, and the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry-forward of unused tax credits and unused tax losses can be utilised, except:
- when the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; or
- when the deductible temporary difference is associated with investments in controlled entities, associates or interests in joint ventures, in which case a deferred tax asset is only recognised to the extent that it is probable that the temporary difference will reverse in the foreseeable future and taxable profit will be available against which the temporary difference can be utilised.
The carrying amount of deferred income tax assets is reviewed at each balance date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised.
Unrecognised deferred income tax assets are reassessed at each balance date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the financial period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance date.
Income taxes relating to items recognised directly in equity are recognised in equity and not in profit or loss.
Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity and the same taxation authority.
(f) Other taxes
Revenues, expenses and assets are recognised net of the amount of GST except:
- when the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and
- receivables and payables, which are stated with the amount of GST included.
The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the statement of financial position.
Cash flows are included in the statement of cash flows on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority, are classified as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority.
(g) Plant and equipment
Plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses.
Depreciation is calculated on a straight-line basis over the estimated useful life of the assets as follows:
Plant and equipment – 20% - 33%
The assets' residual values, useful lives and amortisation methods are reviewed, and adjusted if appropriate, at each financial period end.
(h) Impairment of assets
The Merged Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Merged Group makes an estimate of the asset's recoverable amount. An asset's recoverable amount is the higher of its fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets and the asset's value in use cannot be estimated to be close to its fair value. In such cases the asset is tested for impairment as part of the cash-generating unit to which it belongs. When the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, the asset or cash-generating unit is considered impaired and is written down to its recoverable amount.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Impairment losses relating to continuing operations are recognised in those expense categories consistent with the function of the impaired asset unless the asset is carried at re-valued amount (in which case the impairment loss is treated as a revaluation decrease).
An assessment is also made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset's recoverable amount since the last impairment loss was recognised. If that is the case the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior financial periods. Such reversal is recognised in profit or loss unless the asset is carried at revalued amount, in which case the reversal is treated as a revaluation increase. After such a reversal the depreciation charge is adjusted in future periods to allocate the asset's revised carrying amount, less any residual value, on a systematic basis over its remaining useful life.
(i) Trade and other payables
Trade payables and other payables are carried at amortised costs and represent liabilities for goods and services provided to the Merged Group prior to the end of the financial period that are unpaid and arise when the Merged Group becomes obliged to make future payments in respect of the purchase of these goods and services.
(j) Provisions
Where applicable, provisions are recognised when the Merged Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
When the Merged Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the statement of comprehensive income net of any reimbursement.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects the risks specific to the liability.
When discounting is used, the increase in the provision due to the passage of time is recognised as a borrowing cost.
(k) Employee leave benefits
Wages, salaries, annual leave and sick leave
Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave expected to be settled within 12 months of the reporting date are recognised in other payables in respect of employees' services up to the reporting date. They are measured at the amounts expected to be paid when the liabilities are settled. Liabilities for nonaccumulating sick leave are recognised when the leave is taken and are measured at the rates paid or payable.
(l) Share-based payment transactions
Equity settled transactions:
The Merged Group provides benefits to employees and consultants of the Merged Group in the form of share-based payments, whereby employees render services in exchange for shares or rights over shares (equity-settled transactions).
The cost of these equity-settled transactions with employees and consultants is measured by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using the Black and Scholes model.
The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which any performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (the vesting period).
The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects:
- (i) the extent to which the vesting period has expired; and
- (ii) the Merged Group's best estimate of the number of equity instruments that will ultimately vest. No adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions is included in the determination of fair value at grant date. The statement of comprehensive income charge or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period.
(m)Issued capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
(n) Exploration and evaluation expenditure
Exploration costs are expensed as incurred. Acquisition costs are accumulated in respect of each separate area of interest. Acquisition costs are carried forward where right of tenure of the area of interest is current and they are expected to be recouped through the sale or successful development and exploitation of the area of interest or, where exploration and evaluation activities in the area of interest have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves. When an area of interest is abandoned or the Directors decide that it is not commercial, any accumulated acquisition costs in respect of that area are written off in the financial period and accumulated acquisition costs written off to the extent that they will not be recovered in the future. Amortisation is not charged on acquisition costs carried forward in respect of areas of interest in the development phase until production commences.
7.4 Financial outlook for the Merged Group
This Bidder's Statement does not include any financial forecasts or projections for revenue or profit in relation to Raisama, Peak or the Merged Group.
Raisama considers that the inclusion of financial forecasts would be speculative and potentially misleading for Peak Shareholders given:
- (a) Raisama's and Peak's assets are presently undeveloped;
- (b) development is subject to inherent risks associated with material grades and quantities, mining and oil/gas process equipment availability, the granting of production licenses, extraction and logistics costs; and
- (c) the future market prices for uranium, oil and gas are inherently uncertain.
7.5 Use of cash
If the Offer is successful, Raisama intends to apply the gross cash of the Merged Group during the 2 years following completion of the Offer as follows:
| Source and use of funds | Anticipated Amount $ |
|---|---|
| Sources | |
| Raisama cash as at 31.12.2010 | 7,384,671 |
| Peak cash as at 31.12.2010 | 5,921,030 |
| Net revenue from Cadlao operations* | 147,000,000 |
| External funding** | 16,000,000 |
| Total cash funds available | 176,305,701 |
| Uses | |
| Mineral exploration expenditure year 1 | 1,200,000 |
| Mineral exploration expenditure year 2 | 3,000,000 |
| Cadlao operations year 1 | 17,100,000 |
| Cadlao operations year 2 | 63,400,000 |
| Petroleum exploration expenditure year 1 | 4,400,000 |
| Petroleum exploration expenditure year 2 | 11,400,000 |
| Administration expenses year 1 | 2,000,000 |
| Administration expenses year 2 | 2,500,000 |
| Expenses of the Offer | 700,000 |
| Total funds applied | 105,700,000 |
Notes:
-
- The above table represents a statement of the intended use of the funds of the Merged Group as at the date of this Bidder's Statement. However, it must be recognised that all exploration budgets may change as the conducted programs provide encouragement or disappointment and new opportunities may be identified elsewhere.
-
- Exploration expenditures will be reviewed on an on-going basis, depending upon the progressive results of the proposed work programs.
-
- It is the Company's intention to increase and accelerate its exploration and drilling programs to achieve results as soon as practicable and, subject to encouraging results being obtained, to delineate reserves and resources. The Company may seek to raise additional funds to the extent required to increase and accelerate the exploration and drilling programs as determined by the Board.
-
- The amounts specified in the above table are shown in Australian dollars. It should be noted that these amounts do not account for the potential fluctuation of currency exchange rates, given that the Merged Group may incur expenses in countries other than Australia in the course of its business.
- * The forecast net revenue from the Cadlao Development Project has been calculated with reference to the GCA Report, and further financial information provided to the Company by GCA in the course of GCA's investigations of the Cadlao Development Project.
- ** For further information regarding potential external funding, refer to Section 7.6.
Following completion of the Offer, the Directors consider the Company will have enough working capital to carry out its stated objectives.
Raisama and Peak have not raised any capital within the 3 months before the date of this Bidder's Statement. Raisama will not need to raise any capital for 3 months after the date of issue of this Bidder's Statement.
7.6 External funding
On Completion of the Offer, Raisama will consider obtaining external funding. The provision of external funding would enable the Merged Group to use cash currently allocated to the Cadlao Redevelopment Project to acquire new assets and further enhance its exploration activities across the Merged Group's portfolio.
The Merged Group may seek external funding from a variety of sources including, but not limited to, debt finance provided by commercial lending institutions, the forward sales of oil, and from the equity market.
The certified nature of the reserves within SC6 Cadlao is expected to provide the Merged Group with the ability to access debt and equity markets for the financing of its commitments in respect of the Cadlao Redevelopment Project and potentially other aspects of the Merged Group's work program. Peak has received expressions of intent and term sheets from leading financial institutions familiar with the Cadlao Redevelopment Project and the region in which it is located.
Following completion of preliminary technical work on the Cadlao Redevelopment Project (expected during the first quarter of 2011), the Merged Group intends to approach debt providers to request firm, credit approved terms for a project facility in the order of US$20 million. Based on Gaffney, Cline & Associates estimates4 , this quantum of funding, together with an amount for working capital purposes, would be sufficient to reach first oil production from the Cadlao Redevelopment Project.
4 Refer to the GCA Report (Appendix 8 of the Independent Experts Report).
8. Rationale for the Offer and intentions of Raisama
8.1 Rationale for the Offer
Raisama believes that there are a number of key strategic and financial benefits that will arise from the successful acquisition of Peak by Raisama. These include:
- The Offer will allow Peak Shareholders to benefit from an increase in available cash reserves in excess of $10 million on completion of the merger. This strong cash position will be utilised to fund the development of Peak's projects.
- The Raisama Board and the senior Raisama management team have significant depth of resources experience including financing, development and operation of mining assets. With the Merged Group, there will be an expanded Board and management team and it will possess the expertise to add Shareholder value in the near term.
- Peak Shareholders who accept the Offer will continue to have an ongoing interest in the development of Peak's oil and gas projects.
- The Merged Group will have extensive and prospective uranium exploration projects and a portfolio of oil and gas projects.
8.2 Approach and intentions of Raisama
Sections 8.3 to 8.7 set out the intentions of Raisama on the basis of facts and information concerning Peak which are known to Raisama at the date of this Bidder's Statement. However, Raisama will only reach final decisions in light of material facts and circumstances at the relevant time.
Accordingly, the statements set out in these Sections are statements of current intentions only which may vary as new information becomes available or circumstances change.
8.3 Intentions upon acquisition of 90% or more of the Peak Shares and 90% of the value of all Peak securities
This Section describes Raisama's intentions if Raisama acquires a Relevant Interest in 90% or more of the Peak Shares and in total 90% of the value of all Peak Securities on issue at the end of the Offer Period. If this was to occur, Raisama will be entitled to proceed to compulsory acquisition of the outstanding Peak Shares and any other Peak Securities on issue which it is entitled to compulsorily acquire in accordance with Part 6A.1 of the Corporations Act.
Raisama intends (based on the information currently available to it) to implement its intentions as set out above except as noted below.
(a) Compulsory acquisition
Raisama intends to proceed with the compulsory acquisition of any Peak Shares not acquired under the Offer and any other Peak Securities on issue which it is entitled to compulsorily acquire in accordance with the Corporations Act.
(b) Employees
Subject to the outcome of its review, it is Raisama's intention to integrate Peak's management team into Raisama as an energy business.
Raisama will make decisions regarding senior management positions following the general operation review referred to above, and will implement those decisions through its nominee directors.
Raisama will seek to retain operational experience inherent in Raisama's and Peak's existing staff. However, where Raisama decides there is duplication, the role will be filled by the best candidate in the opinion of the Raisama management. Raisama will consider whether there are opportunities elsewhere in the Merged Group for those employees whose positions may become redundant as part of the combining of management groups.
As a result of the implementation of these intentions, it is possible that certain operational functions will become redundant. Some redundancies may occur as a result, however, the incidence, extent and timing of such job losses cannot be predicted in advance. If redundancies do occur, the relevant employees will receive benefits in accordance with their contractual and other legal entitlements.
It should be recognised that the growing of Raisama's business will require additional resources with the specific skills of the current Peak team to be assessed against future requirements.
(c) Financing
If the Offer is successful, Raisama intends to make available such of its existing cash reserves as are necessary to fund Peak's obligations under the Cadlao Farm-in Agreement, referred to in the Peak Information Memorandum.
Following successful completion of the Offer, Raisama intends to review all available funding alternatives, including sourcing funds from equity and debt capital markets and forward selling of oil, for the purposes of raising sufficient funds for the Cadlao Redevelopment Project.
The certified nature of the reserves within SC6 Cadlao is expected to give the Merged Group the ability to access debt and equity markets for the financing of its commitments in respect of the Cadlao Redevelopment Project and potentially other aspects of the Merged Group's work program. Peak has received expressions of intent and term sheets from leading financial institutions familiar with the Cadlao Redevelopment Project and the region in which it is located.
Following completion of preliminary technical work on the Cadlao Redevelopment Project (expected during the first quarter of 2011), the Merged Group intends to approach debt providers to request firm, credit approved terms for a project facility in the order of US$20 million. Based on Gaffney, Cline & Associates estimates,5 this quantum of funding, together with an amount for working capital purposes, would be sufficient to reach first oil production from the Cadlao Redevelopment Project.
(d) Dividends
Raisama expects that as Peak is still a junior oil and gas company, dividends will not be available from operating profits of Peak for the foreseeable future.
8.4 Intentions upon acquisition of more than 50% but less than 90% of the Peak Shares
On completion of the Offer, Raisama may hold a sufficient number of Peak Shares to exercise control over the management and operations of Peak, but may not be entitled to compulsorily acquire all outstanding Peak Shares.
If Raisama acquires less than 90% of the Peak Shares on issue, Raisama may declare the Offer free of the minimum 90% acceptance Condition (refer to Section 9(a)(ii) of Annexure A of this Bidder's Statement). If Raisama acquires more than 50.1% of the Peak Shares on issue then Peak Shareholders should be aware that, if they do not accept the Offer, they may become a "locked-in" minority after the end of the Offer Period.
Raisama's specific intentions under this situation are as follows:
(a) Directors
Raisama will seek the appointment of its nominees as Peak Directors. No decision has been made as to the identity of these directors. Raisama has not made any decision about whether Peak Directors will be retained on the Board.
If Raisama's nominees are appointed as Peak Directors, Raisama will be seeking that its nominees implement the intentions set out in Section 8.3 (based on the information currently available to it). It should be noted that Raisama expects that each of its nominees to the Peak Board will exercise their own independent judgement and skill when it comes to the operational, financial and business decisions relating to Peak. Raisama's only influence will be through its position as a shareholder in Peak.
(b) Financing
Under this scenario, Peak will remain responsible for raising capital to undertake exploration and development work. This may lead to a dilution of remaining Peak Shareholders as new capital is introduced into Peak. To avoid further dilution, remaining Peak Shareholders may also be required to contribute to the capital needs of Peak to make available sufficient funding to facilitate development plans and future exploration.
(c) Review of Peak operations and assets
Raisama intends, through its nominee directors on the Peak Board, to conduct an immediate review of Peak's operations on both a strategic and financial level to determine mechanisms for improving the performance and return to Peak Shareholders and realise any potential operational and financial synergies.
The detailed outcome of the review is not able to be determined at this stage, although it is likely to involve some, or all, of the following:
- (i) targeting the development of one of Peak's oil and gas projects to enable production of oil and/ or gas as soon as practicable;
- (ii) identifying and assessing the prospectivity or exploration potential of Peak's assets and how best to assign resources to undertake further detailed exploration;
- (iii) understanding any existing material third party contractual arrangements; and
(iv) eliminating duplication of functions where it is economical to do so.
The key objective of this review will be to ascertain the potential for fast tracking development of Peak's oil and gas projects and to establish the operating and cost synergies from the incorporation of the Peak team and operations into the Raisama operating structure.
5 Refer to the GCA Report (Appendix 8 of the Independent Experts Report).
(d) Employees
The status of Peak's existing employees will be considered as part of the review outlined in Section 8.4(c) above. Raisama intends, through its nominee directors, to seek to retain operational experience inherent in Peak's existing staff and cooperate with the existing Peak employees to develop Peak's assets. However, it is possible that Raisama may consider that certain operational functions may be redundant and, if so determined by the Peak Board, some redundancies may occur as a result. The incidence, extent and timing of such job losses cannot be predicted in advance.
8.5 Intentions upon acquiring less than 50.1% of the Peak Shares
If, at the end of the Offer Period, Raisama holds less than 50.1% of the Peak Shares, the Offer will not proceed unless the defeating Condition of the Offer that Raisama hold at least 90% of the Peak Shares is waived.
If the Condition is waived, Raisama intends (based on the information currently available to it) to seek to pursue its intentions as set out in Section 8.4 above.
8.6 Other intentions
Except for the changes and intentions set out in this Section 8 and subject to the outcome of the review, it is the present intention of Raisama (based on the information presently available to it) to:
- (a) continue to hold the key assets of Peak and maintain its business in substantially the same manner as it is presently being conducted;
- (b) not make any major changes to the business or assets of Peak and not redeploy any of the fixed assets of Peak; and
- (c) continue the employment of Peak's key employees.
8.7 Limitations in giving effect to intentions
The ability of Raisama to implement the intentions set out in this Section 8 will be subject to the legal obligations of the Raisama Directors to have regard to the interests of Raisama and all Raisama Shareholders, and the requirements of the Corporations Act and the Listing Rules relating to transactions between related parties. Raisama will only make a decision on the above mentioned courses of action following legal and financial advice in relation to those requirements.
9. Australian tax considerations
Raisama and its advisors do not accept any liability or responsibility in respect of any statement concerning the taxation consequences of the Offer or in respect of the taxation consequences themselves. All Peak Shareholders should consult their own independent professional tax advisors regarding the tax consequences of accepting the Offer.
Raisama is not registered as a Tax Agent under the Tax Agents Services Act and cannot provide Tax Agent Services, which includes the giving of tax advice, under the Act.
9.1 Introduction
This Section of the Bidder's Statement provides a broad outline of the principal Australian income tax consequences for the Australian resident and non-resident Peak Shareholders that receive Raisama Shares as a result of acceptance of the Offer.
This outline is not exhaustive of all possible income tax considerations that could apply to particular Peak Shareholders. Specifically, the limitations of this outline include the following:
- it applies only to Australian resident and non-resident Peak Shareholders. Special additional rules may apply to particular Peak Shareholders, such as insurance organisations, superannuation funds, tax exempt organisations and financial institutions; and
- it is based on the Australian tax law in effect at the date of the Bidder's Statement. It does not consider or anticipate any changes in the law (including changes to legislation, judicial authority or administrative practice).
9.2 Australian Resident Peak Shareholders
The Australian taxation consequences for Peak Shareholders who accept the Offer will be dependent upon a number of factors, including:
- whether the shareholder holds their shares in Peak on capital or revenue account or as trading stock;
- the tax residency of the shareholder (i.e. whether Australian resident or not); and
- whether the level of acceptances under the Offer is ultimately at least 80% of the Peak Shares.
Each Peak Shareholder will need to determine which category they fall into. The Australian income tax consequences of accepting the Offer for each Peak Shareholder will differ depending on which category of ownership applies to them.
(a) Peak Shares held on capital account
Peak Shareholders who hold their Peak Shares as passive investments with the intention of generating dividend income and/or long term capital growth are likely to be considered to hold the shares on capital account for income tax purposes.
The acceptance of this Offer would constitute the disposal of Peak Shares by the Peak Shareholder which in turn would constitute a Capital Gains Tax (CGT) event for Australian income tax purposes.
Peak Shareholders may realise a capital gain or capital loss in respect of the disposal of their Peak Shares (refer to Section 9.2(a)(i) below), subject to the availability and the extent of scrip for scrip roll-over relief (refer Section 9.2(a)(ii) below).
In certain circumstances, Peak Shareholders may be eligible to apply the CGT discount to reduce their assessable capital gain (the eligibility requirements for the CGT discount are discussed in the following paragraphs) (CGT Discount). The relevant rate of the CGT Discount is 50% for individuals, and 33 1/3% for complying superannuation funds.
(i) Where roll-over relief is unavailable or not chosen
To the extent that scrip for scrip roll-over relief is not available (e.g. if Raisama does not achieve an 80% level of acceptance) or is not accessed (e.g. the Peak Shareholder chooses not to the access the roll-over), the tax consequences should be as follows:
- (A) a capital gain should arise to the extent that the capital proceeds from the disposal of Peak Shares (being the aggregate of the market value of the Raisama Shares) exceed the cost base of the Peak Shares. The market value of the Raisama Shares is determined at the time which is the later of the date the Peak Shareholder accepts the Offer or the date the Offer becomes unconditional. If a Peak Shareholder (being an individual, trust or superannuation fund) has held their Peak Shares for at least 12 months as at the later of the date the Offer is accepted or the date the Offer becomes unconditional, the Peak Shareholder may apply the CGT Discount.
- (B) a capital loss should be realised to the extent the amount of the capital proceeds received (as above) by a Peak Shareholder is less than the cost base of the Peak Shares.
Any capital gain realised in respect of the disposal of the Peak Shares should be included in the Peak Shareholder's assessable income in the tax year in which the Offer is accepted (unless the resulting capital gains are completely offset against capital losses of the Peak Shareholder).
The calculation of the cost base of the Peak Shares depends on each Peak Shareholder's circumstances. Generally, the cost
base of the Peak Shares would be equal to the amount paid by the Peak Shareholder for the shares plus certain incidental costs incurred (for example, brokerage fees) of acquisition and disposal.
(ii) Where roll-over relief is available
Broadly, scrip for scrip roll-over relief may be available where shareholders dispose of some or all of their shares in one company in exchange for shares in another company.
Roll-over relief may be available to Australian resident Peak Shareholders where:
- (A) the Peak Shareholder receives Raisama Shares in consideration for the disposal of some or all of their Peak Shares under the Offer;
- (B) as a result of the Offer, Raisama obtains 80% or more of the Peak Shares;
- (C) the Peak Shareholder acquired their Peak Shares on or after 20 September 1985 and, but for the roll-over, a capital gain would arise from the exchange (refer Section 9.2(a) (above);
- (D) the Offer is to be made to all Peak Shareholders and is on substantially the same terms for all Peak Shareholders; and
- (E) the relevant Peak Shareholder chooses that the roll-over applies.
- If these requirements are met:
- (A) the capital gain made on the disposal of the Peak Shares should be deferred for the Peak Shareholder; and
- (B) the Peak Shareholder's cost base per share in the replacement Raisama Shares should be equal to the cost base they have in their Peak Shares divided by the number of Raisama Shares acquired under the Offer.
Where a Peak Shareholder realises a capital loss on the disposal of their Peak Shares, no CGT scrip for scrip roll-over relief will be available.
(iii) Shares subject to the Employee Share Scheme (ESS) rules
If a Peak Shareholder has not previously been subject to tax on Peak Shares acquired under the ESS rules (unless it was because there was no taxable discount), the transfer of Peak Shares may trigger a tax obligation under the ESS rules and CGT roll-over may be of no benefit to the Peak Shareholder, depending on their circumstances. There are roll-over provisions within the ESS rules which may apply to defer any tax obligation which would otherwise arise under the ESS rules as a result of accepting the Offer. Peak Shareholders in these circumstances should consult their own independent professional tax advisors regarding the tax consequences of accepting the Offer.
(b) Peak Shares held on revenue account
Peak Shareholders who acquired their Peak Shares with the purpose of reselling them at a profit are likely to be considered to hold their Peak Shares on revenue account for income tax purposes.
Where this is the case, any gain or loss realised on disposal of the Peak Shares (determined based on the market value of Raisama Shares) will be assessed as ordinary income or claimed as a revenue deduction. The scrip for scrip roll-over relief provisions will have no application. The CGT Discount will also not be available in this situation.
(c) Peak Shares held as trading stock
Peak Shareholders, who are engaged in the business of share trading, whereby they regularly acquire shares and hold them with a view to making short-term profits through sale or exchange in the ordinary course of carrying on a business, would hold the Peak Shares as trading stock.
Where this is the case, scrip for scrip roll-over relief will not be available on acceptance of the Offer. In these circumstances, any proceeds arising from the Offer will be included in the assessable income of the shareholder. The CGT Discount will also not be available.
9.3 Non-resident Peak Shareholders
It is imperative that non-resident Peak Shareholders independently confirm their Australian tax position, and any taxation implications in their country of residence.
(a) Peak Shares held on capital account
Peak Shareholders who are non-residents of Australia for tax purposes may be subject to Australian CGT on the disposal of their Peak Shares if:
- (i) together with their associates, they directly own at least 10% or more of the Peak Shares either:
- (A) at the time of the sale; or
- (B) throughout a 12 month period beginning no earlier than 24 months before the time of the sale and ending no later than the time of the sale; and
(ii) more than 50% of the value of Peak's assets is attributable to Australian real property.
Peak Shareholders may also be subject to Australian CGT on the disposal of their Peak Shares if the Peak Shares were used at any time in carrying on a business through a permanent establishment in Australia.
Roll-over relief may be available in these circumstances if certain conditions are satisfied. The ability for Australia to impose tax on any resulting capital gain will be subject to the terms of any applicable double tax agreement between Australia and the country of residence of the Peak Shareholder.
(b) Peak Shares held on revenue account or as trading stock
The taxation implications will depend on the source of the gain, the taxation rules of their country of residence and whether there is a double tax agreement between their country of residence and Australia.
10. Risk factors
10.1 Overview
If the Offer becomes unconditional, Peak Shareholders who accept the Offer will become Raisama Shareholders. In those circumstances, Peak Shareholders will:
- (a) continue to be exposed to the risks associated with the investment in Peak as a result of their indirect interest in Peak through Raisama;
- (b) be exposed to the risks which are specific to an investment in Raisama; and
- (c) be exposed to additional risks relating to the Offer and the Merged Group.
These risks are explained in detail below. Peak Shareholders should read this Bidder's Statement carefully and consult their professional advisers before deciding whether to accept the Offer. By accepting the Offer, Peak Shareholders will be investing in Raisama.
The business activities of Raisama are subject to various risks that may impact on the future performance of Raisama. Some of these risks can be mitigated by the use of safeguards and appropriate systems and controls, while others can be covered by insurance but some are outside the control of Raisama and cannot be mitigated or insured against.
Note that an investment in Raisama carries no guarantee with respect to the payment of dividends, return of capital or price at which Raisama Shares will trade and should be considered speculative. The principal risk factors include, but are not limited to, the following.
10.2 Specific risks of the Merged Group
The following risks have been identified as being key risks specific to an investment in the Merged Group. These risks have the potential to have a significant adverse impact on the Merged Group and may affect the Merged Group's financial position, prospects and price of its listed securities.
Future capital requirements
The continued operations of the Merged Group are dependent on its ability to obtain financing through debt and equity financing, or generating sufficient cash flows from future operations. There is a risk that the Merged Group may not be able to access capital from debt or equity markets for future projects or developments, which could have a material adverse impact of the Merged Group's business and financial condition.
In particular, Peak is required to secure funding for an amount of not less than the amount required to fund the first phase (extended well test) of the work program for the Cadlao Redevopment Project on or before 30 June 2011 or such later date as may be agreed to by Blade Petroleum Philippines Limited under the terms of the Cadlao Farm In Agreement, a summary of which is contained in section 1.4 of Annexure A of the Peak Information Memorandum.
Reliance on key personnel
The Merged Group's success depends to a significant extent upon its key management personnel, as well as other management and technical personnel including sub-contractors. There can be no assurance that there will be no detrimental impact on the Merged Group if one or more of these employees cease their employment.
Permit and tenement applications
The Merged Group cannot guarantee that those permit and tenement interests which as at the date of this Bidder's Statement are applications for permits or tenements will ultimately be granted in whole or in part.
Liquidity
There is no guarantee that there will be an ongoing liquid market for Raisama Shares. Accordingly, there is a risk that, should the market for Raisama Shares become illiquid, Raisama Shareholders will be unable to realise their investment in Raisama.
10.3 Industry risks for the Merged Group
Exploration and development
There can be no assurance that any exploration or development activity in regard to the Merged Group's properties, or any properties that may be acquired in the future, will result in the discovery or exploitation of an economic resource.
Mineral and petroleum exploration, development and mining/extraction may be hampered by circumstances beyond the control of the Merged Group.
Exploration risks
Exploration is a high risk activity that requires large amounts of expenditure over extended periods of time. The Merged Group's exploration activities would be subject to all the hazards and risks normally encountered in the exploration of minerals, petroleum and gas, including climatic conditions, hazards of operating vehicles and plant, risks associated with operating in remote areas and other similar considerations. Conclusions drawn during exploration and development are subject to the uncertainties associated with all sampling techniques and to the risk of incorrect interpretation of geological, geochemical, geophysical, drilling and other data.
Resource estimates
Resource estimates are expressions of judgment based on knowledge, experience and industry practice. Estimates, which were valid when originally calculated, may alter when new information or techniques become available. In addition, by their very nature, resource estimates are imprecise and depend to some extent on interpretations, which may prove to be inaccurate. As further information becomes available through additional fieldwork and analysis, the estimates may change. Accordingly, the actual resources may materially differ from these estimates and assumptions and no assurances can be given that the resource estimates and the underlying assumptions will be realised. This could result in alterations to development and mining/extraction plans, which may, in turn, affect the Merged Group's operations and ultimately its financial performance and value.
Operational & technical risks
The operations of the Merged Group may be affected by various factors, including failure to locate or identify mineral, petroleum and gas deposits, failure to achieve predicted grades and/or resources in exploration and mining, operational and technical difficulties encountered in mining and extraction, difficulties in commissioning and operating plant and equipment, mechanical failure or plant breakdown, unanticipated metallurgical or recovery problems which may affect extraction costs, adverse weather conditions, industrial and environmental accidents, industrial disputes, and unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment.
Commodity price fluctuations
In the event of exploration and development success, any future revenue derived through any future sales of valuable minerals exposes the potential income of the Merged Group to commodity price risks. Commodity prices fluctuate and are affected by numerous factors beyond the control of the Merged Group. These factors include world demand for commodities, forward selling by producers and the level of production costs in major commodity-producing regions. Moreover, commodity prices are also affected by macroeconomic factors such as expectations regarding inflation, interest rates and global and regional demand for, and supply of, commodities.
Exchange rate fluctuations
International prices of most commodities are denominated in United States dollars, whereas the income and expenditure of the Merged Group, whilst operating on Australian projects, will be in Australian currency, exposing the Merged Group to the fluctuations and volatility of the rate of exchange between the United States dollar and the Australian dollar, subject to any currency hedging the Merged Group may undertake.
Environmental risks
The operations and activities of the Merged Group are subject to State and Federal laws and regulations concerning the environment. As with most exploration projects and mining operations, the Merged Group's activities are expected to have an impact on the environment, particularly if advanced exploration or mine development proceeds. Such impact can give rise to substantial costs for environmental rehabilitation, damage, control and losses. Further, if there are environmental rehabilitation conditions attaching to the mining tenements of the Merged Group, failure to meet such conditions could lead to forfeiture of these tenements.
Tenure & native title risks
Interests in exploration and mining tenements in Australia are governed by State legislation and are evidenced by the granting of leases or licences. Each lease or licence is for a specific term and carries with it annual expenditure and reporting conditions as well as other conditions requiring compliance. These conditions include the requirement, for exploration licences, for reduction in the area held under licence from time to time unless it is considered that special circumstances apply. Consequently the Merged Group could lose title to, or its interest in, its tenements if licence conditions are not met or if expenditure commitments are not met.
It is possible that, in relation to tenements in which the Merged Group has an interest or may acquire such an interest, there may be areas over which legitimate common law native title rights of Aboriginal Australians exist. If native title rights do exist, the ability of the Merged Group to obtain the consent of any relevant land owner, or to progress from the exploration phase to the development and mining phases of the operation, may be adversely affected.
It is possible that there will exist on the Merged Group's Australian mining tenements, areas containing sacred sites or sites of significance to Aboriginal people subject to the provisions of the Aboriginal Heritage Act 1988 (SA), the Aboriginal Heritage Act 1972 (WA) and the Aboriginal Cultural Heritage Act 2003 (Qld), or areas subject to the Native Title Act 1993 (Cth) in Australia. As a result land within the tenements may be subject to exploration, mining or other restrictions as a result of claims of Aboriginal heritage sites or native title.
Joint venture partners & contractors
The Merged Group would rely significantly on strategic relationships with other entities and also on a good relationship with regulatory and government departments and other interest holders. The Merged Group would also rely on third parties to provide essential contracting services. There can be no assurance that its existing relationships will continue to be maintained or that new ones will be successfully formed and the Merged Group could be adversely affected by changes to such relationships or difficulties in forming new ones.
Competition
The Merged Group will compete with other companies, including major mining companies in Australia and internationally. Some of these companies have greater financial and other resources than the Merged Group and, as a result, may be in a better position to compete for future business opportunities. There can be no assurance that the Merged Group can compete effectively with these companies.
10.4 Other specific risks associated with Peak and the oil and gas industry
The Peak Information Memorandum identifies a number of other potential risks associated with Peak and the oil and gas industry. Please refer to section 3.2 of the Peak Information Memorandum for information about these risks.
10.5 General investment risks
The business activities of the Merged Group will be subject to various general economic and investment risks that may impact on the future performance of the Merged Group. Some of these risks can be mitigated by the use of safeguards and appropriate systems and controls, but some are outside the control of the Merged Group and cannot be mitigated. There are a number of general economic and investment risk factors that apply to companies generally and may include economic, financial, market or regulatory conditions.
General economic conditions
Economic conditions, both domestic and global, may affect the performance of the Merged Group. Factors such as fluctuations in currencies, commodity prices, inflation, interest rates, supply and demand and industrial disruption may have an impact on operating costs and share market prices. The Merged Group's future possible revenues and share price can be affected by these factors, all of which are beyond the control of the Merged Group.
Equity market conditions
Securities listed on the stock market, and in particular securities of mining and exploration companies, can experience extreme price and volume fluctuations that are often unrelated to the operating performances of such companies. The market price of securities may fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general.
General factors that may affect the market price of securities include economic conditions in both Australia and internationally, investor sentiment, local and international share market conditions, changes in interest rates and the rate of inflation, variations in commodity prices, the global security situation and the possibility of terrorist disturbances, changes to government regulation, policy or legislation, changes which may occur to the taxation of companies as a result of changes in Australian and foreign taxation laws, changes to the system of dividend imputation in Australia, and changes in exchange rates.
Changes in government policy & legislation
Any material adverse changes in relevant government policies or legislation of Australia may affect the viability and profitability of the Merged Group, and consequent returns to investors. The activities of the Merged Group will be subject to various federal, state and local laws governing prospecting, development, production, taxes, labour standards and occupational health and safety, and other matters.
Other
Other risk factors include those normally found in conducting business, including litigation resulting from the breach of agreements or in relation to employees (through personal injuries, industrial matters or otherwise) or any other cause, strikes, lockouts, loss of service of key management or operational personnel, non-insurable risks, delay in resumption of activities after reinstatement following the occurrence of an insurable risk and other matters that may interfere with the business or trade of the Merged Group.
10.6 Risks relating to the Offer
Issue of Raisama Shares as consideration
Peak Shareholders are being offered specific quantities of Raisama Shares as consideration under the Offer. As a result, the value of the consideration will fluctuate depending upon the market value of Raisama Shares. Accordingly, the market value of the Raisama Shares at the time you receive them may vary significantly from their market value on the date of your acceptance of the Offer.
Rollover relief
A Condition of the Offer is that the level of acceptance must result in Raisama obtaining a relevant interest in at least 90% of all Peak Shares. Raisama reserves the right to waive this Condition.
If the minimum acceptance Condition is varied or reduced below 80%, Raisama may not acquire the number of Peak Shares sufficient to bring its total interest in Peak to at least 80% of the voting shares, in which case scrip-for-scrip CGT rollover relief will not be available to holders of Peak Shares.
Sale of Raisama Shares
Under the Offer, Raisama will issue a significant number of new Raisama Shares. Some Peak Shareholders may not intend to continue to hold their Raisama Shares and may wish to sell them. There is a risk that this may adversely impact on the price of and demand for Raisama Shares.
Acquisition of less than 90% of Peak Shares
It is possible that Raisama could acquire less than 90% of all of the Peak securities on issue under the Offer, which would prevent Raisama compulsorily acquiring all remaining Peak securities. The existence of a minority interest in Peak may have an impact on the operations of the Merged Group, although this impact will depend upon the ultimate level of Peak ownership acquired by Raisama.
Merger integration
Integrating Raisama and Peak may produce some risks, including the integration of management, information systems and work practices. Furthermore, there is no guarantee that any synergy benefits or costs savings will be achieved on time or at all.
Due diligence
In preparing the information relating to Peak contained in this Bidder's Statement, Raisama has relied on publicly available information relating to Peak and information provided to Raisama as part of its due diligence. Risks may exist in relation to Peak (which will affect the Merged Group) of which Raisama is unaware. If any material risks are known to the Peak Directors, they must be disclosed in the Target's Statement to be issued by Peak.
11. Additional information
11.1 Raisama's interest in Peak Shares
Immediately before this Bidder's Statement was lodged with ASIC and as at the date immediately before the Offer is sent, Raisama and its Associates had, as a consequence of entering into the Pre-bid Acceptance Agreements referred to in Section 11.4 below, the following Relevant Interest in, and voting power in relation to, Peak Shares:
| Class of Securities | At date of this Bidder's Statement | At date first Offer is sent |
|---|---|---|
| Peak Shares | 19.9% | 19.9% |
11.2 Raisama's interests in Peak Options
Raisama has entered into Option Purchase Agreements with the Peak Optionholders who have agreed to transfer their Peak Options to Raisama in consideration for the grant of Raisama Options in the manner described in Section 11.5 below, as a result of which Raisama has the right to acquire the following Peak Options:
- (a) 8,000,000 Peak Options exercisable at $0.20 each on or before 31 December 2013;
- (b) 8,000,000 Peak Options exercisable at $0.35 each on or before 31 December 2014;
- (c) 8,000,000 Peak Options exercisable at $0.50 each on or before 31 December 2015;
- (d) 200,000 Peak Options exercisable at $0.40 each on or before 30 September 2014; and
- (e) 300,000 Peak Options exercisable at $0.50 each on or before 30 September 2014.
11.3 Acquisitions of Peak securities by Raisama and its Associates during the last 4 Months
Raisama and its Associates have not made any acquisitions or disposals of Peak Shares in the 4 months prior to the date of this Bidder's Statement.
However, Raisama has entered into Pre-bid Acceptance Agreements with a number of Peak Shareholders. See Section 11.4 for further details.
Raisama has also entered into Option Purchase Agreements with the Peak Optionholders. See Section 11.5 for further details
11.4 Pre-bid Acceptance Agreements
Raisama has entered into Pre-bid Acceptance Agreements with a number of Peak Shareholders.
Under the Pre-bid Acceptance Agreements, the contracting parties have agreed to irrevocably accept the Offer in respect of that number of Peak Shares that, as at the date of the Pre-bid Acceptance Agreements represent, to the nearest whole number, 19.9% of all issued Peak Shares.
11.5 Option Purchase Agreements
Raisama has entered into Option Purchase Agreements with the Peak Optionholders, who have all agreed to transfer their Peak Options to Raisama in consideration for the grant of Raisama Options in the manner described below. Pursuant to these agreements Raisama has the right to acquire the following Peak Options:
| Peak Options to be acquired by Raisama | Raisama Options to be issued to Peak Optionholders |
|---|---|
| 8,000,000 Peak Options exercisable at $0.20 each on or before | 8,000,000 Raisama Options exercisable at $0.20 each on or |
| 31 December 2013 | before 31 December 2012 |
| 8,000,000 Peak Options exercisable at $0.35 each on or before | 8,000,000 Raisama Options exercisable at $0.35 each on or |
| 31 December 2014 | before 31 December 2013 |
| 8,000,000 Peak Options exercisable at $0.50 each on or before | 8,000,000 Raisama Options exercisable at $0.50 each on or |
| 31 December 2015 | before 31 December 2014 |
| 200,000 Peak Options exercisable at $0.40 each on or before | 200,000 Raisama Options exercisable at $0.40 each on or |
| 30 September 2014 | before 31 December 2014 |
| 300,000 Peak Options exercisable at $0.50 each on or before | 300,000 Raisama Options exercisable at $0.50 each on or |
| 30 September 2014 | before 31 December 2014 |
Except for the exercise price and expiry date terms of the Raisama Options to be granted to each Peak Optionholder in consideration for the acquisition of their Peak Options, each Option Purchase Agreement is on identical terms.
The transfer of the Peak Options is conditional on the Offer being declared or becoming unconditional in all respects on or before the end of the Offer Period, and Raisama acquiring not less than 50.1% of all Peak Shares.
The Peak Optionholders proposed to be granted Raisama Options comprise the following persons, most of whom hold two or more classes of Peak Options:
Pontia Pty Ltd Sagepark Holdings Pty Ltd <J&C Steketee Family Trust> Laconia Holdings Pty Ltd Guy Cowan Alan Herbert Armitage Veblen Group Pty Ltd Inner Glow Holdings Pty Ltd <Inner Glow Holdings Unit A/C> Lanza Holdings Pty Ltd Rob Boland Mebro International Pty Ltd Mark Loeffler Shichi Pty Ltd Joanna Olene Brown
Details of the Peak Optionholders and the Raisama Options proposed to be granted to the Peak Optionholders who are associated with a Raisama Director or a Peak Director are set out below:
| Peak Optionholder | Peak Options held | Raisama Options to be granted |
|---|---|---|
| Laconia Holdings Pty Ltd, being an Associateof Matthew Howison, a Raisama Director | 1,300,000 $0.20 31.12.20131,150,000 $0.35 31.12.20141,150,000 $0.50 31.12.2015 | 1,300,000 $0.20 31.12.20121,150,000 $0.35 31.12.20131,150,000 $0.50 31.12.2014 |
| Pontia Pty Ltd, being an Associate of Jim | 1,500,000 $0.20 31.12.2013 | 1,500,000 $0.20 31.12.2012 |
| Durrant, a Peak Director and a Proposed | 1,250,000 $0.35 31.12.2014 | 1,250,000 $0.35 31.12.2013 |
| Director | 1,250,000 $0.50 31.12.2015 | 1,250,000 $0.50 31.12.2014 |
| Sagepark Holdings Pty Ltd, being an | 1,500,000 $0.20 31.12.2013 | 1,500,000 $0.20 31.12.2012 |
| Associate of Jeff Steketee, a Peak Director | 1,250,000 $0.35 31.12.2014 | 1,250,000 $0.35 31.12.2013 |
| and a Proposed Director | 1,250,000 $0.50 31.12.2015 | 1,250,000 $0.50 31.12.2014 |
| Guy Cowan, a Peak Director and a Proposed | 200,000 $0.40 30.9.2014 | 200,000 $0.40 31.12.2014 |
| Director | 300,000 $0.50 30.9.2014 | 300,000 $0.50 31.12.2014 |
11.6 Collateral benefits
During the period of 4 months before the date of this Bidder's Statement, neither Raisama nor any Associate of Raisama gave, or offered to give or agreed to give, a benefit to another person that was likely to induce the other person, or an Associate of that person, to:
(a) accept the Offer; or
(b) dispose of their Peak Shares.
and which is not offered to all holders of Peak Shares under the Offer.
11.7 Deeds of indemnity, insurance and access
The Company has entered into deeds of indemnity, insurance and access with each Director and its company secretary, Michael Langoulant, as existing officers of the Company, and proposes to enter into deeds of indemnity, insurance and access with each Proposed Director.
Under each deed the Company has undertaken (or will undertake in the case of the Proposed Directors), subject to the restrictions in the Corporations Act, to:
- (a) indemnify the officer in certain circumstances;
- (b) maintain directors' and officers' insurance cover (if available) in favour of the officer, whilst holding office and for a period of 7 years after the officer has ceased to hold office with the Company (provided run-off insurance can be procured at reasonable policy premiums); and
- (c) provide access to any Company records which are relevant to the officer's holding of office with the Company, for a period of 7 years after the officer has ceased to hold office with the Company.
11.8 Raisama General Meeting to approve the Offer
Raisama has issued a notice of general meeting (Notice of General Meeting) seeking Shareholder approval for:
- (a) a change of the nature and scale of the Company's activities as a result of the Peak Takeover, for the purposes of Listing Rule 11.1 (Resolution 1);
- (b) the issue of Raisama Shares and Raisama Options to companies associated with a Director, Mr Matthew Howison, in consideration for the acquisition of the Peak Shares and Peak Options held by those companies, for the purposes of Listing Rules 10.1 and 10.11 (Resolution 2); and
- (c) the grant of Raisama Options to holders of Peak Options to acquire all of their Peak Options pursuant to agreements entered into by Raisama with each Peak Optionholder, for the purposes of Listing Rule 7.1 (Resolution 3).
The Offer is conditional on Resolution 1 and Resolution 2 being approved by Raisama Shareholders.
A general meeting of Raisama Shareholders to approve the Resolutions referred to above has been convened for 10 March 2011 (General Meeting).
The Notice of General Meeting is incorporated by reference to this Bidder's Statement. Refer to Section 11.12 for further details.
11.9 Independent Experts Report
In accordance with the requirements of the Listing Rules for the purposes of Resolution 2 of the General Meeting, the Raisama Directors commissioned KPMG to prepare an Independent Expert's Report as to whether the Proposed Transaction, including the issue of Raisama Shares under the Offer and the grant of Raisama Options to Associates of Mr Howison pursuant to Resolution 2, is fair and reasonable to Raisama Shareholders not associated with Mr Howison.
The Independent Experts Report has been prepared solely for the purposes of assisting Raisama's non-associated shareholders in considering Resolution 2 contained in Raisama's Notice of General Meeting. The Independent Experts Report was not prepared for, and does not consider the interests of, Peak's shareholders and has been included with this Bidder's Statement for information purposes only.
For the purposes of its Independent Experts Report, KPMG commissioned various technical experts to assist in the valuation of the interests of Raisama and Peak in their respective projects.
The Independent Experts Report contains the following reports of other experts:
- Appendix 7 Independent Valuation of the Mineral Assets of Raisama
- Appendix 8 Independent Report on Peak's Cadlao Redevelopment Project
- Appendix 9 Independent Technical Report on Peak's Exploration Projects
To the extent that it is appropriate, the Independent Experts Report sets out further information in respect of the Peak Takeover and concludes that the Proposed Transaction is fair and reasonable to Raisama's non-associated shareholders.
11.10 Interim suspension of quotation of Raisama Shares
It is a requirement of ASX that trading in the Raisama Shares quoted on ASX be suspended at the commencement of trading on the day after the General Meeting.
If Shareholders approve the Resolutions, the Company will be required to re-comply with the admission requirements of ASX set out in Chapters 1 and 2 of the Listing Rules and trading in the Raisama Shares quoted on ASX will remain suspended until such time as the Company complies with ASX's requirements.
The Directors consider that if all the Resolutions are passed, on completion of the Offer and the issue of Raisama Shares under the Offer, the Company will be in a position to comply with ASX's requirements.
The Directors anticipate that trading of Raisama Shares on ASX will re-commence on or about 24 March 2011.
11.11 Prospectus information requirements
Due to the fact that Raisama is offering Raisama Shares as consideration for the acquisition of Peak Shares under the Offer, the Corporations Act requires that this Bidder's Statement must include all information that would be required for a prospectus for an offer of Raisama Shares under sections 710 to 713 of the Corporations Act.
Raisama is a "disclosing entity" (as defined in section 111AC of the Corporations Act) and, as such, is subject to regular reporting and disclosure obligations. Specifically, like all disclosing entities, Raisama is required to continuously disclose any information it has to the market which a reasonable person would expect to have a material effect on the price or the value of Raisama's Securities.
For the purposes of the requirements set out in Chapter 1 of the Listing Rules, Raisama states that all information that would be required under section 710 of the Corporations Act if this Bidder's Statement was a prospectus offering for subscription the same number of securities for which quotation will be sought is contained in this Bidder's Statement. This Bidder's Document contains information in accordance with section 710 of the Corporations Act, i.e. information in relation to the offer of Raisama Shares and the rights attaching to the Raisama Shares, and information in relation to the assets and liabilities, financial position, profits and losses or prospects of Raisama, even if such information has previously been disclosed to ASX. To enable Raisama to satisfy its disclosure requirements various documents previously released by Raisama to ASX are incorporated into this Bidder's Statement "by reference". Refer to Section 11.12 for further details.
Having taken such precautions and having made such enquiries as are reasonable, Raisama believes that it has complied with the general and specific requirements of ASX as applicable from time to time throughout the 12 months before the issue of this Bidder's Statement which required Raisama to notify ASX of information about specified events or matters as they arise for the purpose of ASX making that information available to the stock market conducted by ASX.
Information that is already in the public domain has not been reported in this Bidder's Statement, other than that which is considered necessary to make this Bidder's Statement complete.
Copies of documents lodged with ASIC in relation to Raisama (not being documents referred to in section 1274(2)(a) of the Corporations Act) may be obtained from, or inspected at, the offices of ASIC.
Raisama will provide a copy of each of the following documents, free of charge, to any person on request between the date of issue of this Bidder's Statement and the Closing Date:
- (a) the annual financial report most recently lodged by Raisama with ASIC;
- (b) any half year financial report lodged with ASIC by Raisama after the lodgement of the annual financial report referred to in paragraph (a) and before the lodgement of this Bidder's Statement with ASIC; and
- (c) any documents used to notify ASX of information relating to Raisama during that period in accordance with the Listing Rules as referred to in section 674(1) of the Corporations Act.
Copies of all documents lodged with ASIC in relation to Raisama can be inspected at the registered office of Raisama during normal office hours.
Raisama has lodged the following announcements with ASX since the lodgement of the 2010 audited financial statements:
| Date Lodged | Description of Document |
|---|---|
| 27/10/2010 | Quarterly Activities Report and Appendix 5B |
| 24/11/2010 | Trading halt |
| 24/11/2010 | Results of Annual General Meeting |
| 26/11/2010 | Suspension from official quotation |
| 26/11/2010 | Raisama agrees to acquire Peak |
| 26/11/2010 | Reinstatement to Official Quotation |
| 06/12/2010 | More uranium found at Kashkasu II Project |
| 08/12/2010 | Corporate presentation December 2010 |
| 16/12/2010 | Adoption of new securities dealing policy |
| 07/01/2011 | Peak's Thailand L20/50 Concession drilling to start 17 January 2011 |
| 19/01/2011 | Rig Mobilization Commences for Multi-Well Drilling Programme at L20/50 Onshore Thailand |
| 27/01/2011 | Bidders statement issue date extended |
| 28/01/2011 | Quarterly Activities Report and Appendix 5B |
| 01/02/2011 | High Impact Multi Well Drill Programme Commenced |
| 04/02/2011 | Notice of General Meeting |
11.12 Incorporation of documents by reference
This Bidder's Statement has been prepared in accordance with section 712 of the Corporations Act. This means that this Bidder's Statement does not, of itself, contain all the information that is generally required to be set out in a document of this type. Rather, this document incorporates other information by reference to information contained in the following documents:
(a) Raisama's annual report for the year ended 30 June 2010 lodged with ASX on 26 October 2010 (Annual Report); and
(b) Raisama's quarterly report for the quarter ended 31 December 2010 lodged with ASX on 28 January 2011 (Quarterly Report),
(together, the Incorporated Information).
The Incorporated Information is described below:
Annual Report
This document contains the audited accounts, auditor's report and Directors' report on the activities of Raisama for the year ended 30 June 2010, and information about the remuneration of Raisama's officers and executives and Raisama's corporate governance practices and policies.
Quarterly Report
This document contains information about the exploration activities of Raisama during the 3 month period ended 31 December 2010 and as statement about Raisama's cash flows during that period.
In referring to the Incorporated Information, the Company:
- (a) identifies the information contained in the Incorporated Information as being relevant to an Offer of Raisama Shares under this Bidder's Statement in that it contains information that will provide investors and their professional advisers with information to assist them in making an informed assessment about:
- (i) the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; and
- (ii) the capacity of the Company to issue the Raisama Shares under the Offer;
- (b) refers investors and their professional advisers or analysts to the Incorporated Information deemed to be incorporated into this Bidder's Statement;
- (c) informs investors and their professional advisers or analysts that they are able to obtain, free of charge, copies of the Incorporated Information by contacting the Company at its registered office during normal business hours during the Offer Period; and
- (d) advises that the information contained in the Incorporated Information will be primarily of interest to investors and their professional advisers or analysts.
11.13 Supplementary information
A supplementary bidder's statement will be issued if Raisama becomes aware of any of the following between the issue of this Bidder's Statement and the date Raisama's securities are quoted or reinstated to quotation on ASX after completion of the Offer:
- (a) a material statement in this Bidder's Statement is misleading or deceptive;
- (b) there is a material omission from this Bidder's Statement;
- (c) there has been a significant change affecting a matter included in this Bidder's Statement; and
- (d) a significant new circumstance has arisen and it would have been required to be included in this Bidder's Statement.
11.14 Information about Raisama Shares
The Raisama Shares to be issued pursuant to the Offer will, from their date of issue, rank equally in all respects with existing Raisama Shares on issue. The rights attaching to the Raisama Shares arise from a combination of Raisama's constitution, statute and general law. A summary of the rights attaching to the Raisama Shares is set out below:
(a) General meetings
Raisama Shareholders are entitled to be present in person, or by proxy, attorney or representative to attend and vote at general meetings of Raisama.
Except as required by the Corporations Act, Raisama Shareholders are not entitled to convene, or require the Raisama Directors to convene, a general meeting.
(b) Voting rights
Subject to any rights or restrictions for the time being attached to any class or classes of Raisama Shares, at general meetings of Raisama Shareholders or classes of Raisama Shareholders:
(i) each Raisama Shareholder entitled to vote may vote in person or by proxy, attorney or representative;
- (ii) on a show of hands, each Raisama Shareholder or a proxy, attorney or representative of a Raisama Shareholder has one vote; and
- (iii) where a Raisama Shareholder appoints two proxies or attorneys to vote in respect of Raisama Shares held by the Raisama Shareholder and both are in attendance:
- (A) on a show of hands, only the first person named in the instrument appoint the proxies or attorneys or, if they are named in separate instruments, the person whose name is earlier in alphabetical sequence, may vote; and
- (B) on a poll, each proxy or attorney may only exercise votes in respect of those share for which the proxy or attorney has been validly appointed proxy or attorney or if the instrument appointing the proxies or attorneys does not specify the proportion or number of the Raisama Shareholder's votes each proxy or attorney may exercise, each proxy or attorney may exercise half of the Raisama Shareholder's votes. Any fractions of votes are to be disregarded.
(c) Dividend rights
The Raisama Directors may from time to time determine that a dividend is payable to Raisama Shareholders entitled and may fix the amount and time for payment of any dividend.
Subject to the rights of persons (if any) entitled to Raisama Shares with special rights as to dividends, all dividends shall be paid to Raisama Shareholders according to the amounts paid (not credited) on the Raisama Shares as a proportion of the total amount paid and payable (excluding amounts credited) on the Raisama Shares. In relation to partly paid Raisama Shares, all dividends shall be apportioned and paid proportionately to the amounts paid (not credited) on the Raisama Shares during any portion or portions of the period in respect of which the dividend is paid.
The Raisama Directors may from time to time grant to Raisama Shareholders, or any class of Raisama Shareholders, or to the holders of any convertible notes, debentures or unsecured notes of Raisama the right upon such terms and conditions as the Raisama Directors may determine to elect to receive Raisama Shares in lieu of dividends or to re-invest all or part of the dividends, interest or any other moneys (as the case may be) paid by Raisama in respect of such holdings.
(d) Winding-up
If Raisama is wound up, the liquidator may, with the authority of a special resolution, divide among the Raisama Shareholders in kind the whole or any part of the property of Raisama, and may for that purpose set such value as he considers fair upon any property to be so divided, and may determine how the division is to be carried out as between the Raisama Shareholders or different classes of Raisama Shareholders. The liquidator may, with the authority of a special resolution, vest the whole or any part of any such property in trustees upon such trusts for the benefit of the contributories as the liquidator thinks fit, but so that no Raisama Shareholder is compelled to accept any Raisama Shares or other securities in respect of which there is any liability.
(e) Transfer of Raisama Shares
Generally, Raisama Shares are freely transferable, subject to formal requirements, the registration of the transfer not resulting in a contravention of or failure to observe the provisions of a law of Australia and the transfer not being in breach of the Corporations Act and the Listing Rules.
(f) Future increase in capital
Raisama may, by general resolution of Raisama Shareholders, alter its capital in any manner permitted by law.
(g) Variation of rights
Under section 246B of the Corporations Act, Raisama may, with the sanction of a special resolution passed at a meeting of Raisama Shareholders, vary or abrogate the rights attaching to Raisama Shares.
If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class), whether or not Raisama is being wound up, may be varied or abrogated with the consent in writing of the holders of three quarters of the issued shares of that class, or if authorised by a special resolution passed at a separate meeting of the holders of the shares of that class.
11.15 Terms of Raisama Options
The Raisama Options already granted and the Raisama Options to be granted to the Peak Optionholders (referred to in this Section 11.15 as an Option, or as a Share, for each share issued as a result of the exercise of an Option) have been granted or will be granted on the following terms:
-
(a) Each Option entitles the holder, when exercised, to one Share.
-
(b) The Options are exercisable on or before 5pm (WST) on the expiry date by completing an option exercise form and delivering it together with the payment for the number of Shares in respect of which the Options are exercised to the registered office of the Company.
-
(c) The Option exercise prices and expiry dates of the Options are:
- (i) 8,000,000 Options exercisable $0.20 each on or before 31 December 2012;
- (ii) 8,000,000 Options exercisable $0.35 each on or before 31 December 2013;
- (iii) 200,000 Options exercisable $0.40 each on or before 31 December 2014;
- (iv) 300,000 Options exercisable $0.50 each on or before 31 December 2014; and
- (v) 8,000,000 Options exercisable $0.50 each on or before 31 December 2014.
-
(d) An Option does not confer the right to a change in exercise price or a change in the number of underlying securities over which the Option can be exercised.
-
(e) Subject to the Corporations Act, the Listing Rules, any escrow restrictions and the Constitution, the Options are freely transferable.
-
(f) All Shares issued upon exercise of the Options will rank equally in all respects with Raisama issued Shares. Raisama will apply to ASX for Official Quotation of all Shares issued upon exercise of the Options.
-
(g) There are no participating rights or entitlements inherent in the options and the holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the record date for determining entitlements to any such issue will be determined in accordance with the Listing Rules. This will give option holders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.
-
(h) If at any time the issued capital of the Company is reconstructed, all rights of an Option holder are to be changed in a manner consistent with the Listing Rules.
-
(i) Shares issued on exercise of Options will rank equally with other ordinary Shares of the Company.
11.16 Escrow of Raisama Shares issued under the Offer
It is anticipated that ASX will classify some or all of the Raisama Shares to be issued to Peak Shareholders under the Offer and all of the Raisama Options to be issued to Peak Optionholders under the Option Purchase Agreements as "restricted securities" within the meaning of the Listing Rules. Such securities will be "escrowed", i.e. restricted from trading and transfer, for that period of time as determined by ASX.
On this basis it is anticipated that relevant Peak Securityholders will be required to enter into restriction agreements in the form required by ASX (Restriction Agreements) as a condition of ASX reinstating the Raisama Shares to Official Quotation on ASX following the anticipated suspension of trading in Raisama Shares that will occur on the day after the Meeting.
It is a Condition of the Offer that Peak Shareholders who accept the Offer and who are to receive Raisama Shares in consideration for their Peak Shares, which are determined by ASX to be "restricted securities" within the meaning of the Listing Rules, enter into Restriction Agreements in respect of such Raisama Shares.
Raisama has applied to ASX for a waiver from requirements of the Listing Rules for the purposes of determining that the Peak Shareholders who receive Raisama Shares in consideration for the transfer of their Peak Shares to Raisama under the Takeover Bid, will not be treated as vendors of an "classified asset" (i.e. an asset whose value is not readily ascertainable), but will instead be treated on a basis similar to that which they would have been treated had Peak been successful in the conduct of its initial public offering and listing application to ASX in late 2010.
If this application is successful, it is anticipated that if you are a Peak Shareholder who provided seed capital to Peak and you are not a director or promoter of Peak or associated with a director or promoter of Peak:
(a) you will be subject to escrow restrictions in respect of that number of Raisama Shares issued under the Offer as determined in accordance with the following formula:
N = (RS x 0.22) – (PS x IP)
Where:
- N is the number of Raisama Shares issued to you that are subject to escrow restrictions;
- RS is the total number of Raisama Shares to be issued under the Offer in consideration for your Peak Shares;
- PS is the number of Peak Shares held by you; and
- IP is the issue price of the Peak Shares issued to you; and
(b) the escrow period will be a period of 12 months commencing on the day on which you were originally issued your Peak Shares.
It is anticipated that Peak Securityholders who are Peak Directors or promoters of Peak (or associates of such persons) will be subject to escrow restrictions in respect of all of the Raisama Securities they receive under the Takeover Bid or pursuant to Option Purchase Agreements for a period of up to 24 months from the date of re-quotation of Raisama Shares on ASX following the General Meeting.
11.17 Risk factors
Peak Shareholders should read this Bidder's Statement carefully and consult their professional advisers before deciding whether to accept the Offer.
The principal risk factors associated with Raisama's existing business and acceptance of the Offer are set out in Section 10.
11.18 Disclosure of interests / fees and benefits payable to Raisama Directors and advisers
Other than as set out below or elsewhere in this Bidder's Statement, no:
- (a) Raisama Director or proposed Raisama Director;
- (b) person named in this Bidder's Statement as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Bidder's Statement;
- (c) promoter of Raisama; or
- (d) broker or underwriter in relation to the issue of Raisama Shares pursuant to the Offer,
- has, or had within 2 years before the date of this Bidder's Statement, any interest in:
- (i) the formation or promotion of Raisama;
- (ii) any property acquired or proposed to be acquired by Raisama in connection with its formation or promotion or in connection with the issue of Raisama Shares under the Offer; or
- (iii) the issue of Raisama Shares under this Bidder's Statement,
and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to any of those persons as an inducement to become, or to qualify as, a Raisama Director or expert of Raisama or otherwise for services rendered by him or her in connection with the formation or promotion of Raisama or the issue of Raisama Shares under this Bidder's Statement.
11.19 Directors' and Proposed Directors' security interests
The Raisama Directors and the Proposed Directors have the following interests in Raisama Securities and Peak Securities (either held directly or held by their Associates) as at the date of this Bidder's Statement.
| Director | Raisama Securities | Peak Securities |
|---|---|---|
| Raisama Shares: 6,012,500 | Peak Shares: 6,670,000 | |
| Matthew Howison1 | Raisama Options:1,500,000 $0.20 31.12.20121,500,000 $0.35 31.12.20131,500,000 $0.50 31.12.2014 | Peak Options:1,300,000 $0.20 31.12.20131,150,000 $0.35 31.12.20141,150,000 $0.50 31.12.2015 |
| Raisama Shares: 6,012,500 | ||
| David Berrie2 | Raisama Options:1,000,000 $0.20 31.12.20122,000,000 $0.35 31.12.20133,000,000 $0.50 31.12.2014 | Peak Shares: 200,000Peak Options: Nil |
| Raisama Shares: 6,012,500 | ||
| Christopher Reindler3 | Raisama Options:1,500,000 $0.20 31.12.20121,500,000 $0.35 31.12.20131,500,000 $0.50 31.12.2014 | Peak Shares: 500,000Peak Options: Nil |
| Marcello de Angelis4 | Raisama Shares: 200,000Raisama Options:250,000 $0.35 31.12.2013250,000 $0.50 31.12.2014 | Peak Shares: NilPeak Options: Nil |
| Jeff Steketee*5 | Raisama Shares: 30,000Raisama Options: Nil | Peak Shares: 22,291,667Peak Options:1,500,000 $0.20 31.12.20131,250,000 $0.35 31.12.20141,250,000 $0.50 31.12.2015 |
| Peak Shares: 22,291,667 | ||
| Jim Durrant*6 | Raisama Shares: 30,000Raisama Options: Nil | Peak Options:1,500,000 $0.20 31.12.20131,250,000 $0.35 31.12.20141,250,000 $0.50 31.12.2015 |
| Guy Cowan* | Raisama Shares: NilRaisama Options: Nil | Peak Shares: NilPeak Options:200,000 $0.40 30.9.2014300,000 $0.50 30.9.2014 |
* A Proposed Director
Notes:
-
5,600,000 Raisama Shares held directly by Mr Howison. 412,500 Raisama Shares and all Raisama Options held by Laconia Holdings Pty Ltd, an Associate of Mr Howison. Peak Shares and Peak Options held by Laconia Holdings Pty Ltd and Kaos Partners Pty Ltd, being Associates of Mr Howison.
-
287,500 Raisama Shares and all Raisama Options held directly by Mr Berrie. 62,500 Raisama Shares held by Hilda Berrie. 650,000 Raisama Shares held by Davthea Pty Ltd, an Associate of Mr Berrie. Peak Shares held by Yellowcake Nominees Pty Ltd, an Associate of Mr Berrie
-
- 3,700,000 Raisama Shares and all Raisama Options held directly by Mr Reindler. 3,000,000 Raisama Shares held by other members of Mr Reindler's family. Peak Shares held directly by Mr Reindler.
-
- Raisama Shares held directly by Mr de Angelis. Raisama Options held by Etruscan Gold Exploration Pty Ltd, an Associate of Mr de Angelis.
-
- Raisama Shares and all Peak Securities held by Sagepark Holdings Pty Ltd, an Associate of Mr Steketee.
-
- Raisama Shares held by Pontia Pty Ltd, an Associate of Mr Durrant. Peak Securities held by J & M Durrant and Pontia Pty Ltd.
The Directors and Proposed Directors, and their Associates, who are Peak Shareholders are entitled to accept the Offer and receive Raisama Shares under the terms of the Offer.
Section 11.5 sets out details of the Raisama Options proposed to be granted to Peak Optionholders, which include entities associated with Messrs Howison, Steketee, Durrant and Cowan, in consideration for the acquisition of their Peak Options.
11.20 Directors' fees and benefits
The constitution of Raisama provides that the Raisama Directors may be paid for their services as Raisama Directors a sum not exceeding such fixed sum per annum as may be determined by Raisama in general meeting, to be divided among the Raisama Directors and in default of agreement then in equal shares.
The amounts in the table below have been paid by Raisama by way of remuneration for services provided by the Raisama Directors or their Associates for services provided to the Company (including amounts by way of salary, fees, superannuation benefits and equity:
| Director | 6 months ended 31.12.2010$ | Year ended 30.6.2010$ | Year ended 30.6.2009$ |
|---|---|---|---|
| Matthew Howison1 | $12,5002 | 25,000 | 22,500 |
| David Berrie | $159,4123 | 287,724 | 144,600 |
| Christopher Reindler | $75,0004 | 100,000 | 30,500 |
| Marcello de Angelis | $22,500 | 110,050 | Nil |
Notes:
-
An amount of $260,000 was also paid in FY10 to Emerald Partners Limited, a company of which Mr Howison is a director and a shareholder, for corporate advisory and capital raising fees in respect of the Company's initial public offering and listing on ASX.
-
This figure is the Directors' fee payable to Mr Howison for the period 1 July 2010 to 31 December 2010 (the annual chairman fee is $50,000).
-
This figure is the gross salary and superannuation payable to Mr Berrie for the period 1 July 2010 to 31 December 2010 (the net gross salary payable to Mr Berrie was $91,446).
-
Mr Reindler receives a consultancy fee of $12,500 per month. No Director fees are payable to Mr Reindler whilst he is engaged by the Company as a consultant. For further details regarding Mr Reindler's consultancy arrangements with the Company refer to Section 7.2.
If the Company appoints Jeff Steketee and Jim Durrant as Directors, those persons will be entitled to remuneration for their services as executives. Section 7.2 sets out details of the remuneration arrangements of the Directors and the Proposed Directors who will be executives of the Merged Group.
If the Company appoints Guy Cowan as a Director, the Company proposes to pay Mr Cowan a fee of $60,000 per annum for his services as a non-executive Director.
11.21 Advisers' fees and benefits
Raisama estimates it will incur fees for services provided in connection with the Offer, including for legal, taxation and corporate advisers, in the amount of approximately $700,000.
11.22 Consents
In accordance with section 636(3) of the Corporations Act:
-
(a) KPMG Corporate Finance (Aust) Pty Ltd has consented to be named in this Bidder's Statement as the Independent Expert in the form and content in which it is named and to the inclusion of its Independent Experts Report dated 20 January 2011 in the form and context in which it is included in this Bidder's Statement;
-
(b) Malcolm Castle has consented to be named in this Bidder's Statement in the form and content in which he is named and to the inclusion of his report dated 18 January 2011 on the value of Raisama's mineral assets in the form and context in which it is included in this Bidder's Statement;
-
(c) Gaffney, Cline & Associates (Consultants) Pte Ltd has consented to be named in this Bidder's Statement in the form and content in which it is named and to the inclusion of its report dated 17 January 2011 on the value of Peak's Cadlao Redevelopment Project in the form and context in which it is included in this Bidder's Statement;
-
(d) ISIS Petroleum Consultants Pty Ltd has consented to be named in this Bidder's Statement in the form and content in which it is named and to the inclusion of its report dated 17 January 2011 on the value of Peak's exploration permits in the form and context in which it is included in this Bidder's Statement;
-
(e) Clayton Utz has consented to being named in this Bidder's Statement as solicitors reporting on PEP 51311 (New Zealand) in the form and context in which it is named and to the inclusion of its Independent Solicitor's Report – PEP 51311 (New Zealand) in the form and context in which it is included in this Bidder's Statement;
-
(f) Widyawan & Partners has consented to being named in this Bidder's Statement as solicitors reporting on South Block A (Indonesia) in the form and context in which it is named and to the inclusion of its Independent Solicitor's Report – South Block A (Indonesia) in the form and context in which it is included in this Bidder's Statement;
-
(g) LS Horizon Ltd has consented to being named in this Bidder's Statement as solicitors reporting on Block L20/50 (Thailand) in the form and context in which it is named and to the inclusion of its Independent Solicitor's Report – Block L20/50 (Thailand) in the form and context in which it is included in this Bidder's Statement;
-
(h) SyCip Salazar Hernadez & Gaitmaiten has consented to being named in this Bidder's Statement as solicitors reporting on SC6 (Cadlao) and SC6B (Bonita) in the form and context in which it is named and to the inclusion of its Independent Solicitor's Report – SC6 (Cadlao) and SC6B (Bonita) (Philippines) in the form and context in which it is included in this Bidder's Statement;
-
(i) McKenzie Moncrieff Lawyers has consented to being named in this Bidder's Statement as legal adviser to Raisama in the form and context in which it is named;
-
(j) Computershare Investor Services Pty Limited has consented to being named in this Bidder's Statement as the share registry to Raisama in the form and context in which it is named; and
-
(k) HLB Mann Judd has consented to being named in this Bidder's Statement as the auditor to Raisama in the form and context in which it is named and has consented to the incorporation by reference to this Bidder's Statement of the audited income statement for the year ended 30 June 2010 and the audited balance sheet as at 30 June 2010.
Each of the persons named above has not withdrawn its consent prior to the lodgement of this Bidder's Statement with ASIC.
- These consents have been given on the basis that the person named as giving its consent:
- (a) did not authorise or cause the issue of this Bidder's Statement; and
- (b) does not make, or purport to make, any statement in this Bidder's Statement other than as specified in this Bidder's Statement.
This Bidder's Statement includes statements which are made in, or based on statements made in, documents lodged with ASIC or given to ASX. Under the terms of ASIC Class Order 01/1543, the parties making those statements are not required to consent to, and have not consented to, inclusion of those statements in this Bidder's Statement. If you would like to receive a copy of any of those documents, or the relevant parts of the documents containing the statements (free of charge), during the Offer Period, please contact Raisama on +61 (0) 8 9322 7702.
As permitted by ASIC Class Order 03/635, this Bidder's Statement may include or be accompanied by certain statements fairly representing a statement by an official person or from a public official document or a published book, journal or comparable publication.
11.23 Funding of the Offer
The total amount of cash that Raisama may become obliged to pay to satisfy all expenses incurred by Raisama and relating to the Offer will be provided from Raisama's existing cash balances.
11.24 No material litigation
Raisama is not party to any material litigation and is not involved in any material disputes.
11.25 Ineligible Foreign Shareholders
Raisama will appoint a Sale Nominee for Ineligible Foreign Shareholders who accept the Offer in accordance with section 619(3) of the Corporations Act. If you are an Ineligible Foreign Shareholder who accepts the Offer, then despite any other provision of the Offer, you will receive for your Raisama Shares a cash amount calculated under Section 8 of Annexure A of this Bidder's Statement.
For the purpose of this Bidder's Statement, you are not an Ineligible Foreign Shareholder if:
- (a) your address as recorded in the Peak register is within Australia or its external territories or New Zealand; or
- (b) you appoint an agent in Australia to receive and accept the Offer on your behalf.
Also, a person will not be an Ineligible Foreign Shareholder if Raisama is satisfied, acting reasonably, that the laws of the country of residence of that Peak Shareholder (as shown in the Peak register) permit the issue and allotment of Raisama Shares either unconditionally or after compliance with conditions which Raisama in its sole discretion regards as acceptable. Notwithstanding anything else in this Bidder's Statement, Raisama is not under any obligation to spend any money, or undertake any action, in order to satisfy itself concerning any of these matters.
11.26 Competent person statement
The information in this Bidder's Statement that relates to Raisama's exploration results is based on information compiled by Mr Robert Waugh. Mr Waugh is a member of the Australasian Institute of Mining and Metallurgy (AusIMM) and a member of the Australian Institute of Geoscientists (AIG). Mr Waugh is a full-time employee of Raisama. Mr Waugh has sufficient industry experience to qualify as a Competent Person as defined in the 2004 Edition of the 'Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves'. Mr Waugh consents to the inclusion in the report of the matters based on their information in the form and context in which it appears.
11.27 Other material information
There is no other information material to the making of a decision by a holder of Peak Shares whether or not to accept the Offer being information that is known to Raisama and which has not previously been disclosed to holders of Peak Securities other than as is contained elsewhere in this Bidder's Statement.
11.28 Date for determining holders
For the purposes of section 633(2) of the Corporations Act, the date for determining the people to whom information is to be sent under items 6 and 12 of section 633(1) of the Corporations Act is 5pm (WST) 7 February 2011.
12. Definitions and interpretation
12.1 Definitions
In this Bidder's Statement, unless the context otherwise requires:
Acceptance Form
The form of acceptance for the Offer enclosed with this Bidder's Statement or alternatively any acceptance form sent to a Peak Shareholder by Raisama's share registry in relation to the Offer.
Announcement Date
The date the Takeover Bid was announced, being 26 November 2010.
ASIC
The Australian Securities and Investments Commission.
Associate
Has the meaning given in the Corporations Act.
ASTC
ASX Settlement & Transfer Corporation Pty Ltd.
ASTC Settlement Rules
The operating rules of the settlement facility provided by ASTC.
ASX
ASX Limited ACN 008 624 691 or the financial market known as the Australian Securities Exchange operated by ASX Limited, as the context requires.
Bidder
Raisama Limited ACN 131 843 868.
Bidder's Statement
This document and the documents accompanying, annexed to or incorporated by reference in this document.
Board or Board of Directors
The board of directors of Raisama.
Business Day
A day that is not a Saturday, Sunday or any other day which is a public holiday or a bank holiday in Western Australia.
Cadlao Farm In Agreement
The acquisition and farm in agreement between Peak Oil & Gas Philippines Ltd, Blade Petroleum Philippines Limited and Blade Petroleum Limited dated 11 October 2010 (and varied on 23 December 2010), a summary of which is contained in Annexure A of the Peak Information Memorandum.
Cadlao Redevelopment Project
The Cadlao redevelopment project owned by Peak and located in the Philippines.
Conditions or Offer Conditions
The conditions of the Offer set out in Annexure A of this Bidder's Statement.
Corporations Act
The Corporations Act 2001 (Cth).
Director or Raisama Director
A director of Raisama.
Foreign Law
A law of a jurisdiction other than Australia.
GCA Report
The report of Gaffney, Cline & Associates (Consultants) Pty Ltd.
General Meeting or Meeting
General Meeting of Shareholders of Raisama or any adjournment thereof, convened by the notice of meeting dated 4 February 2011 issued by Raisama.
Group
In respect of a party, means that party and each of its Subsidiaries.
Independent Expert
KPMG Corporate Finance (Aust) Pty Ltd, being the independent expert appointed by Raisama to prepare an Independent Experts Report as to whether the Proposed Transaction is fair and reasonable to Raisama Shareholders not associated with Mr Howison.
Independent Experts Report
The report of the Independent Expert accompanying this document.
Ineligible Foreign Shareholder
Any Peak Shareholder whose address, as entered in the register of members of Peak, is outside of Australia (and its external Territories) and New Zealand but does not include any Peak Shareholder that may appoint an agent in Australia or New Zealand to receive and accept the Share Offer on their behalf. Also, a person will not be an Ineligible Foreign Shareholder if Raisama is satisfied, acting reasonably, that the laws of the country of residence of that Peak Shareholder (as shown in the Peak register) permit the issue and allotment of Raisama Shares either unconditionally or after compliance with conditions which Raisama in its sole discretion regards as acceptable.
JORC Code
The Australian Code for Reporting of Mineral Resources and Ore Reserves prepared by the Joint Ore Reserves Committee of The Australasian Institute of Mining and Metallurgy, the Australian Institute of Geoscientists and the Minerals Council of Australia, as amended or replaced from time to time.
Km
Kilometres.
KPMG
KPMG Corporate Finance (Aust) Pty Ltd, being the Independent Expert appointed to report as to whether the Proposed Transaction is fair and reasonable to Raisama Shareholders not associated with Mr Howison.
Listing Rules
The listing rules of ASX, as amended from time to time.
m
Metre.
Merged Group
Raisama and its Subsidiaries following the acquisition by Raisama of all, or a majority of, the Peak Shares.
Mineral Resource
A concentration or occurrence of material of intrinsic economic interest in or on the Earth's crust in such form, quality and quantity that there are reasonable prospects for eventual economic extraction.
Offer
The offer made by Raisama to acquire all Peak Shares on the terms set out in Annexure A of this Bidder's Statement.
Offer Period
The period referred to in Section 3 of Annexure A of this Bidder's Statement, during which the Offer remains open for acceptance.
Official Quotation
Official quotation on ASX.
Option Purchase Agreement
The option purchase agreements entered into or proposed to be entered into between Raisama and each Peak Optionholder as described in Section 11.5.
Peak
Peak Oil & Gas Limited ACN 136 639 328.
Peak Board
The board of directors of Peak.
Peak Director
A director of Peak.
Peak Group Peak and its Subsidiaries.
Peak Information Memorandum
The information memorandum about Peak accompanying this Bidder's Statement.
Peak Option
An option to acquire a Peak Share.
Peak Optionholder
A holder of Peak Options.
Peak Securities
Peak Shares and/ or Peak Options as the context requires.
Peak Securityholder
A holder of Peak Securities.
Peak Share
A fully paid ordinary share in Peak, and all rights attaching to that share.
Peak Shareholder
A holder of Peak Shares.
ppm
Parts per million.
Pre-bid Acceptance Agreements
The pre-bid acceptance agreements entered into between Raisama and certain Peak Shareholders described in Section 11.4.
Prescribed Occurrence
The occurrence of any of the events set out in Section 9(a)(iv) of Annexure A of this Bidder's Statement.
Proposed Directors
Jeff Steketee, Jim Durrant and Guy Cowan and a Proposed Director means any one of them as the context requires.
Public Authority
Any government or representative of a government or any governmental, semi-governmental, administrative, fiscal, regulatory or judicial body, department, commission, authority, tribunal, agency, competition authority or entity whether foreign, federal, state,
territorial or local in any part of the world in which a party is domiciled or holds any of its assets, including ASIC and ASX (and any other stock exchange).
Raisama Board
The board of directors of Raisama.
Raisama Director
A director of Raisama.
Raisama Group
Raisama and its Subsidiaries.
Raisama Option
An option to acquire a Raisama Share.
Raisama or Company
Raisama Limited ACN 131 843 868.
Raisama Securities
Raisama Shares and/or Raisama Options (as the context requires).
Raisama Share
A fully paid ordinary share in Raisama.
Raisama Shareholder or Shareholder
A holder of a Raisama Share.
Record Date
The date set by Raisama under section 633(2) of the Corporations Act, being 5pm (WST) on 7 February 2011.
Relevant Employee
Has the meaning given to that term in Section 9(a)(vii)(E) of Annexure A.
Relevant Interest
Has the meaning given in section 9 of the Corporations Act.
Restriction Agreement
A restriction agreement in the form required by ASX in respect of any Peak Securities classified by ASX as "restricted securities" within the meaning of the Listing Rules. Refer to Section 11.16 for further details.
Rights
All accretions to and rights attaching to the relevant Peak Shares at or after the date of this Bidder's Statement (including, but not limited to, all dividends and all rights to receive dividends and to receive or subscribe for shares, stock units, notes or options declared, paid, or issued by Peak).
Sale Nominee
Has the meaning given in Section 8(a)(i) of Annexure A of this Bidder's Statement.
Section
A section of this Bidder's Statement or Annexure A of this Bidder's Statement.
Subsidiary
A subsidiary within the meaning given to that term in section 9 of the Corporations Act.
t
Tonne.
Takeover
The proposed takeover of Peak by Raisama by way of an off market conditional takeover offer.
Takeover Bid
Raisama's takeover bid for Peak by making the Offer.
Target's Statement
The target's statement to be despatched to Peak Shareholders on or before the day that is 15 days after the date of this Bidder's Statement.
WST
Perth (Western Australian) Standard Time.
$
Australian dollars.
12.2 Interpretation
The following rules of interpretation apply unless intention appears or the context requires otherwise:
- (a) a reference to a time is a reference to Perth (Western Australian) time;
- (b) headings are for convenience only and do not affect interpretation;
- (c) the singular includes the plural and conversely;
- (d) a reference to a section is to a section of this Bidder's Statement;
- (e) a gender includes all genders;
- (f) where a word or phrase is defined, the other grammatical forms have a corresponding meaning;
- (g) a reference to a person includes a body corporate, an unincorporated body or other entity and conversely;
- (h) a reference to a person includes a reference to the person's executors, administrators, successors, substitutes (including persons taking by novation) and assigns;
- (i) a reference to any legislation or to any provision of any legislation includes any modification or re-enactment of it, any legislative provision substituted for it and all regulations and statutory instruments issued under it;
- (j) a reference to any instrument or document includes any variation or replacement of it;
- (k) a term not specifically defined in this Bidder's Statement has the meaning given to it (if any) in the Corporations Act or the ASTC Rules, as the case may be;
- (l) a reference to a right or obligation of any two or more persons confers that right, or imposes that obligation, as the case may be, jointly and individually;
- (m) a reference to you is to a person to whom an Offer is made; and
- (n) the words 'include', 'including', 'for example' or 'such as' are not used as, nor are they to be interpreted as, words of limitation, and, when introducing an example, do not limit the meaning of the words to which the example relates to that example or examples of a similar kind.
13. Approval of Bidder's Statement
This Bidder's Statement is dated 4 February 2011 and was approved pursuant to a unanimous resolution of Raisama Directors passed at a meeting of the Raisama Board.
Signed for and on behalf of Raisama Limited
David Berrie Managing Director
Annexure A
Terms of Offer
1. General terms
- (a) Raisama offers to acquire all of your Peak Shares, together with all Rights attached to them, on the terms and conditions set out in this Offer.
- (b) The consideration being offered by Raisama for the acquisition of all of your Peak Shares is 15 Raisama Shares for every 11 Peak Shares you own, subject to the terms and conditions set out in this Offer.
- (c) If you are an Ineligible Foreign Shareholder then, despite any other provision of this Offer, you are offered and will receive for your Peak Shares a cash amount calculated under Section 8 of this Annexure A.
- (d) The Raisama Shares to be issued pursuant to this Offer will, from their date of issue, rank equally in all respects with existing Raisama Shares currently on issue.
- (e) The rights of the Raisama Shares are set out in Section 11.13 of this Bidder's Statement.
2. Official quotation
Raisama will apply for Official Quotation of the Raisama Shares on ASX. Quotation will not be automatic but will depend on ASX exercising its discretion. Raisama has already been admitted to the official list of ASX and the Raisama Shares to be issued under the Offer are of the same class as Raisama Shares already quoted on ASX. Raisama cannot guarantee, and does not represent or imply, that Raisama Shares will be listed on ASX following their issue.
3. Offer Period
Unless withdrawn, this Offer will remain open for acceptance during the period commencing on the date of this Offer and ending at 5:00pm (WST) on 17 March 2011, subject to any extension in accordance with the Corporations Act.
4. Who may accept
- (a) An Offer in this form and bearing the same date is being made to each person registered as a holder of Peak Shares on Peak's register of members as at the Record Date.
- (b) A person who:
- (i) is able during the Offer Period to give good title to a parcel of Peak Shares; and
- (ii) has not already accepted this Offer which relates to those Peak Shares.
- (c) If, at any time during the Offer Period and before this Offer is accepted, any person holds one or more distinct parcels of Peak Shares (for example, as trustee, nominee or otherwise on account of another person) within the meaning of section 653B of the Corporations Act then:
- (i) this Offer is deemed to consist of a separate corresponding Offer to that person in relation to each distinct parcel of Peak Shares; and
- (ii) acceptance by that person of the Offer for any distinct parcel of Peak Shares is ineffective unless the person gives written notice to Raisama stating that the Peak Shares consist of distinct portions and the acceptance specifies the number of the Peak Shares in each separate parcel to which the acceptance relates.
- (d) This Offer is not registered in any jurisdiction outside Australia (unless an applicable Foreign Law treats it as registered as a result of the Bidder's Statement being lodged with ASIC). It is your sole responsibility to satisfy yourself that you are permitted by any Foreign Law applicable to you to accept this Offer and to comply with any other necessary formality and to obtain any necessary governmental or other consents.
5. How to accept this Offer
- (a) You may only accept this Offer in respect of 100% (and not a lesser number) of your Peak Shares. For example, if you have 10,000 Peak Shares and you wish to accept the Offer, you may only accept this Offer in respect of 10,000 Peak Shares.
- (b) You may only accept this Offer during the Offer Period.
- (c) To accept the Offer you must:
- (i) complete and sign the accompanying Acceptance Form in accordance with the instructions on the Acceptance Form; and
(ii) ensure that the Acceptance Form together with all other documents required by the instructions on it are received at the following address before the end of the Offer Period:
Mailing Address:
Raisama Limited PO Box 1255 West Perth, 6872 Western Australia
Delivery Address (do not use for mailing purposes):
Raisama Limited 19 Richardson Street West Perth, 6005 Western Australia
- (d) Once you have accepted this Offer, you will be unable to revoke your acceptance and the contract resulting from your acceptance will be binding on you, subject to sections 650E and 650G of the Corporations Act.
- (e) Raisama may, in its sole discretion, at any time deem any Acceptance Form it receives to be a valid acceptance in respect of your Peak Shares even if a requirement for acceptance has not been complied with.
6. The effect of acceptance
-
(a) By following the procedure described in Section 5 of this Annexure A, you will be deemed to have:
- (i) accepted this Offer (and any variation to it) in respect of the Peak Shares registered in your name to which this Offer relates, regardless of the number of Peak Shares specified in the Acceptance Form;
- (ii) agreed to the terms of the Offer and, subject to the conditions contained in Section 9 of this Annexure A being fulfilled or waived, agreed to transfer (or consented to the transfer in accordance with the ASTC Settlement Rules) to Raisama all of your Peak Shares;
- (iii) agreed to accept the consideration being offered by Raisama and agreed to be bound by the constitution of Raisama;
- (iv) authorised Raisama to complete the Acceptance Form by correcting any errors in or omissions from the Acceptance Form as many be necessary:
-
(A) to make the Acceptance Form an effective acceptance of this Offer; and/or
-
(B) to enable registration of the transfer to Raisama of your Peak Shares;
- (v) irrevocably authorised and directed Peak to pay to Raisama or to account to Raisama for all dividends and other distributions and entitlements which are declared, paid or which arise or accrue after the date of this Offer in respect of your Peak Shares (subject to Raisama accounting to you for any dividends, distributions or entitlements received by it if your acceptance of this Offer is validly withdrawn pursuant to section 650E of the Corporations Act or the contract resulting from that acceptance becomes void);
- (vi) represented and warranted to Raisama that:
-
(A) Raisama will acquire good title to and beneficial ownership of all of your Peak Shares free from all mortgages, charges, liens, encumbrances (whether legal or equitable) and other third party interests of any kind;
-
(B) you have paid Peak all amounts which are due in respect of your Peak Shares;
-
(C) all of your Peak Shares are fully paid; and
-
(D) you have full power and capacity to accept the Offer and to sell and transfer the legal and beneficial ownership of your Peak Shares (together with all Rights attached to them) to Raisama;
- (vii) unless you are an Ineligible Foreign Shareholder (as that expression is defined in Section 12 of this Bidder's Statement), agreed to accept the Raisama Shares to which you become entitled by accepting this Offer subject to Raisama's constitution and the terms of issue of the Raisama Shares and to have authorised Raisama to place your name on its register of shareholders as the holder of the Raisama Shares issued to you under the Offer;
- (viii) acknowledge and agreed that if you are an Ineligible Foreign Shareholder, Raisama will arrange for any Raisama Shares otherwise issuable to you to be issued and sold, and the net proceeds to be remitted to you, as described in Section 8 of this Annexure A;
- (ix) represented and warranted to Raisama that the making by Raisama to you, and your acceptance, of this Offer is lawful under any Foreign Law which applies to you to the making of this Offer, and to your acceptance of this Offer;
-
(x) with effect from the later of acceptance of the Offer and the date that any contract resulting from that acceptance becomes, or is declared unconditional, appointed (and agreed not to revoke that appointment) Raisama and each of its Directors, secretaries and other officers from time to time severally as your agent and true and lawful attorney, with power to do all things which you could lawfully do concerning your Peak Shares or in exercise of any right or power derived from the holding of you Peak Shares including, without limitation:
-
(A) attend and vote in respect of your Peak Shares at any and all meetings of Peak;
-
(B) requisition or join with other holders of Peak Shares in requisitioning and/or convening a meeting of the members of Peak;
-
(C) demand a poll for any vote to be taken at any meeting of Peak Shareholders;
-
(D) propose or second any resolutions to be considered at any and all meetings of Peak Shareholders;
-
(E) execute all forms, transfers, assignments, notices, instruments (including instruments appointing a Director as a proxy in respect of all or any of your Peak Shares and a transfer form for your Peak Shares), proxies, consents, agreements, and resolutions relating to your Peak Shares;
-
(F) request Peak to register in the name of Raisama or its nominee your Peak Shares which you hold on any register of Peak; and
-
(G) do all things incidental or ancillary to the foregoing,
and to have agreed that in excising the powers conferred by the power of attorney, the attorney shall be entitled to act in the interests of Raisama as the beneficial owner and intended registered holder of your Peak Shares in respect of which you do all such acts, matters and things that Raisama may require to give effect to the matters the subject of this paragraph (including the execution of a written form of proxy to the same effect as this paragraph which complies in all respects with the requirements of the constitution of Peak) if required by Raisama. This appointment is irrevocable and terminates upon registration of a transfer to Raisama of your Peak Shares; and
- (xi) agreed not to vote in person at any general meeting of Peak or to exercise (or purport to exercise) in person, by proxy or otherwise, any of the powers conferred on Raisama and the Directors, secretaries and other officers of Raisama by Section 6(a)(x) of this Annexure A.
- (b) The representations, warranties, undertakings and authorities referred to in this Section 6 of this Annexure A will (unless otherwise stated) remain in force after you receive the consideration for your Peak Shares and after Raisama becomes registered as the holder of them.
- (c) Raisama may at any time in its absolute discretion:
- (i) treat the receipt by it of an Acceptance Form during the Offer Period (or in an envelope post-marked before the expiry of the Offer Period) as a valid acceptance notwithstanding that one or more of the other requirements for a valid acceptance have not been complied with; and
- (ii) where you have satisfied the requirements for acceptance in respect of only some of your Peak Shares, treat the acceptance as a valid acceptance in respect of all of your Peak Shares.
In respect of any part of an acceptance treated by it as valid, Raisama will provide you with the relevant consideration in accordance with Section 7(a) of this Annexure A, and the exercise of Raisama's rights under this Section 6 of this Annexure A will be conclusively and only evidenced by its so doing. This Section is not a condition of this Offer.
7. Provision of Consideration
- (a) Subject to the terms of this Offer and the Corporations Act, Raisama will provide the consideration for your Peak Shares not later than one month after this Offer is accepted or this Offer (or the contract resulting from its acceptance) becomes unconditional, whichever is the later, but in any event (assuming the Offer becomes or is declared unconditional) not later than 21 days after the end of the Offer Period.
- (b) Under no circumstances will interest be paid on the consideration to which you are entitled to under the Offer, regardless of any delay in providing the consideration or any extension of the Offer.
- (c) Subject to Sections 8 and 9 of this Annexure A, the obligations of Raisama to allot and issue any Raisama Shares to which you are entitled under the Offer will be satisfied:
- (i) by entering your name on the register of members of Raisama; and
(ii) if your name is entered into the issuer sponsored sub-register of Raisama, by Raisama dispatching to you an issuer sponsored holding statement for the Raisama Shares to which you become entitled by accepting this Offer (by pre-paid mail to your address as shown on the register of members of Peak).
-
(d) Where the Acceptance Form requires an additional document to be given with your acceptance (such as a power of attorney):
- (i) if that document is given with your acceptance, Raisama will provide the consideration in accordance with Section 7(a) of this Annexure A;
-
(ii) if that document is given after acceptance and before the end of the Offer Period while this Offer is subject to a defeating condition, Raisama will provide the consideration by the end of whichever of the following periods ends earlier:
-
(A) within one month after this Offer becomes unconditional; or
-
(B) 21 days after the end of the Offer Period;
- (iii) if that document is given after acceptance and before the end of the Offer Period while this Offer is not subject to a defeating condition, Raisama will provide the consideration by the end of whichever of the following periods ends earlier:
-
(A) within one month after that document is given; and
-
(B) 21 days after the end of the Offer Period; and
- (iv) if that document is given after the end of the Offer Period, Raisama will provide the consideration within 21 days after that document is given.
-
(e) If, at the time you accept the Offer, any of the following:
- (i) Banking (Foreign Exchange) Regulations 1959 (Cth);
- (ii) Charter of the United Nations (Terrorism and Dealing with Assets) Regulations 2002 (Cth);
- (iii) Charter of the United Nations (Sanctions Afghanistan) Regulations 2001 (Cth);
- (iv) Iraq (Reconstruction and Repeal Sanctions) Regulations 2003 (Cth); or
- (v) any other law of Australia,
require that an authority, clearance or approval of the Reserve Bank of Australia, the Australian Taxation Office or any other Public Authority be obtained before you receive any consideration for your Peak Shares, or would make it unlawful for Raisama to provide any consideration to you for your Peak Shares, you will not be entitled to receive any consideration for your Peak Shares until all requisite authorities, clearances or approvals have been received by Raisama.
8. Ineligible Foreign Shareholders
- (a) If you are an Ineligible Foreign Shareholder (as that expression is defined in Section 12 of this Bidder's Statement), and you accept this Offer, Raisama will:
- (i) arrange for the issue to a nominee approved by ASIC as the Sale Nominee of the number of Raisama Shares to which you and all other Ineligible Foreign Shareholders would have been entitled but for this Section;
- (ii) cause those Raisama Shares to be offered for sale on ASX as soon as practicable and in any event not more than 15 Business Days after the expiry of the Offer Period for the Offer, in such manner, at such price and on such other terms and conditions are determined by the Sale Nominee acting in good faith; and
- (iii) promptly pay, or procure that the Sale Nominee pays, to you the amount ascertained in accordance with the following formula (calculated on an average basis so that all Ineligible Foreign Shareholders who accept the Offer receive the same value per Peak Share, subject to rounding):
Net Proceeds of Sale x A
B
Where:
Net Proceeds of Sale is the amount remaining after deducting the expenses of the sale (brokerage, stamp duty and other selling costs, taxed and charges) from the proceeds of sale;
A is the number of Raisama Shares which would, but for Section 8(a) of this Annexure A, have been allotted and issued to you; and
B is the total number of Raisama Shares allotted and issued to the Sale Nominee under this Section in respect of the Peak Shares held by all Ineligible Foreign Shareholders.
- (b) You will be paid your share of the net proceeds of the sale of the Raisama Shares by the Sale Nominee in Australian currency.
- (c) Payment will be made by cheque posted to you at your risk by pre-paid mail as soon as practicable and in any event within the period required by the Corporations Act to your address in the most up to date copy of the Peak register provided to Raisama before your consideration cheque is produced.
- (d) Under no circumstances will interest be paid on your share of the net proceeds of the sale of Raisama Shares by the Sale Nominee, regardless of any delay in remitting these proceeds to you or your receipt of those proceeds.
9. Conditions of this Offer
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(a) Subject to Sections 9(a)(viii) and 9(c) of this Annexure A, the Offer and any contract that results from acceptance of the Offer is subject to the fulfilment of the following conditions:
- (i) Bidder Shareholder approval: Bidder Shareholder approval of the acquisition of all Peak Shares for the purposes of and in accordance with Listing Rules 10.1 and 11.1 and all other purposes.
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(ii) 90% minimum acceptance: At or before the end of the Takeover Offer Period, Bidder has a Relevant Interest in such number of Peak Shares which represents at least 90% of the aggregate of all the Peak Shares on issue at the end of the Takeover Offer Period.
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(iii) Cancellation or transfer of Peak Options: At or before the end of the Takeover Offer Period, all holders of Peak Options have agreed with Bidder to cancel or transfer to the Bidder their Peak Options on the following terms:
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(A) 8,000,000 Peak Options exercisable at $0.20 each on or before 31 December 2013 cancelled or transferred to Bidder in exchange for 8,000,000 Raisama Options exercisable at $0.20 each on or before 31 December 2012;
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(B) 8,000,000 Peak Options exercisable at $0.35 each on or before 31 December 2014 cancelled or transferred to Bidder in exchange for 8,000,000 Raisama Options exercisable at $0.35 each on or before 31 December 2013;
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(C) 8,000,000 Peak Options exercisable at $0.50 each on or before 31 December 2015 cancelled or transferred to Bidder in exchange for 8,000,000 Raisama Options exercisable at $0.50 each on or before 31 December 2014;
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(D)200,000 Peak Options exercisable at $0.40 each on or before 30 September 2014 cancelled or transferred to Bidder in exchange for 200,000 Raisama Options exercisable at $0.40 each on or before 31 December 2014; and
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(E) 300,000 Peak Options exercisable at $0.50 each on or before 30 September 2014 cancelled or transferred to Bidder in exchange for 300,000 Raisama Options exercisable at $0.50 each on or before 31 December 2014.
- (iv) No prescribed occurrences: Between the Announcement date and the end of the Offer Period (each inclusive), none of the following occurrences (being the prescribed occurrences listed in section 652C of the Corporations Act) happens:
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(A)Peak converts all or any of its shares into a larger or smaller number of shares under section 254H of the Corporations Act;
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(B) Peak or any Subsidiary of Peak resolves to reduce its share capital in any way;
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(C) Peak or any Subsidiary of Peak enters into a buy-back agreement or resolves to approve the terms of a buy-back agreement under section 257C(1) or 257D(1) of the Corporations Act;
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(D)Peak or any Subsidiary of Peak issues shares or grants an option over its shares, or agrees to make such an issue or grant such an option;
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(E) Peak or any Subsidiary of Peak issues, or agrees to issue, convertible notes;
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(F) Peak or any Subsidiary of Peak disposes, or agrees to dispose, of the whole, or a substantial part, of its business or property;
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(G)Peak or any Subsidiary of Peak charges, or agrees to charge, the whole, or a substantial part, of its business or property;
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(H)Peak or any Subsidiary of Peak resolves to be wound up;
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(I) a liquidator or provisional liquidator of Peak or of any Subsidiary of Peak is appointed;
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(J) a court makes an order for the winding up of Peak or of any Subsidiary of Peak;
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(K) an administrator of Peak or of any Subsidiary of Peak is appointed under sections 436A, 436B or 436C of the Corporations Act;
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(L) Peak or any Subsidiary of Peak executes a deed of company arrangement; or
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(M)a receiver, or a receiver and manager, is appointed in relation to the whole, or a substantial part, of the property of Peak or any Subsidiary of Peak.
- (v) No material adverse change: Between the Announcement Date and the end of the Offer Period (each inclusive), no event, change or condition occurs, is announced or becomes known to Raisama (whether or not it becomes public) where that event, change or condition has had, or could reasonably be expected to have, a material adverse effect on:
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(A)the business, assets, liabilities, financial or trading position, profitability or prospects of Peak since 26 November by an amount of $100,000 or more; or
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(B)the status or terms of any approvals, licences or permits from any Public Authority, taken as a whole, applicable to any licence or permit held by the Peak Group or which a member of the Peak Group has agreed to acquire from any third party,
except for events, changes and conditions disclosed or publicly announced by Peak or otherwise disclosed in public filings in Australia by Peak or any of its Subsidiaries prior to the Announcement Date, provided that the relevant disclosure or announcement is not, and is not likely to be, incomplete, incorrect, untrue or misleading.
(vi) No material acquisitions, disposals or new commitments: Except with the prior written consent of Raisama, none of the following events occurs during the period from the Announcement Date to the end of the Offer Period (each inclusive):
- (A)Peak acquires, offers to acquire or agrees to acquire one or more entities, businesses or assets (or any interest in one or more entities, businesses or assets) for an amount in aggregate greater than $100,000, or makes an announcement in relation to such an acquisition, offer or agreement;
- (B) Peak disposes of, offers to dispose of or agrees to dispose of one or more entities, businesses or assets (or any interest in one or more entities, businesses or assets) for an amount, or in respect of which the book value (as recorded in Peak's consolidated balance sheet as at 31 August 2010) is, in aggregate, greater than $100,000, or makes an announcement in relation to such a disposition, offer or agreement; or
- (C) Peak enters into, or offers to enter into or agrees to enter into, any agreement, joint venture or partnership which would require expenditure, or the foregoing of revenue, by Peak of an amount which is, in aggregate, more than $100,000, or makes an announcement in relation to such an entry, offer or agreement.
- (vii) Corporate actions: Except with the prior written consent of Raisama, between the Announcement Date and the end of the Offer Period (each inclusive), no member of the Peak Group:
- (A) gives or agrees to give any mortgage, charge, lien or other encumbrance over any of its assets otherwise than in the ordinary course of business;
- (B)makes or proposes to make any material change to its constitution;
- (C) increases or agrees to increase its level of indebtedness (including financial liabilities incurred under finance leases) or issue or agree to issue any indebtedness or debt securities other than advances under existing credit facilities in the ordinary course of business or indebtedness incurred to external service providers in relation to advising on the Offer;
- (D)makes or agrees to make any loans, advances or capital contributions to, or investments in, any other person;
- (E) increases the remuneration of, pay any bonus (other than in accordance with existing contractual entitlements as at the Announcement Date), issues any securities, options or performance rights or otherwise varies the employment arrangements with any of the directors or senior managers of Peak (collectively, Relevant Employees);
- (F) accelerates the rights of any of the Relevant Employees to compensation or benefits of any kind (including under an executive or employee share or option plan and including by vesting the outstanding performance rights);
- (G) pays any of the Relevant Employees termination or retention payments (otherwise than in accordance with existing contractual entitlements at the Announcement Date);
- (H)enters into, amend, or terminate any material contract;
- (I) declares, or distributes any dividend, bonus or other share of its profits or assets; or
- (J) resolves, agrees, commits or announces an intention to do any of the things referred to in paragraphs (A) to (I) above.
- (viii)No change of control rights: Between the Announcement Date and the end of the Offer Period (each inclusive), there is no person having any rights, being entitled to have any rights, alleging an entitlement, or expressing or announcing an intention (whether or not that intention is stated to be a final or determined decision of that person) (in all cases whether subject to conditions or not), as a result of any change of control event in respect of Peak (including Raisama acquiring Peak Shares) or any of its Subsidiaries or assets, to:
- (A)terminate or alter any contractual relations between any person and Peak or any of its Subsidiaries (for this purpose an alteration includes of the operations of a contract, whether or not that altered operation is provided for under the existing terms of the contract);
- (B)require the termination, modification or disposal (or offer to dispose) of any interest or asset, corporate body, joint venture or other entity; or
- (C) accelerate or adversely modify the performance of any obligations of Peak or any of its Subsidiaries under any agreements, contracts or other legal arrangements.
- (ix) No regulatory actions: Between the Announcement Date and the end of the Offer Period (each inclusive):
- (A) there is not in effect any preliminary or final decision, order or decree issued by a Public Authority;
- (B) no action or investigation is announced, commenced or threatened by any Public Authority; and
- (C) no application is made to any Public Authority (other than by Raisama or any of its associates),
in consequence of or in connection with the Offer (other than an application to, or a decision or order of, ASIC or the Takeovers Panel under, or relating to a breach of, Chapter 6, 6A, 6B or 6C of the Corporations Act or relating to unacceptable circumstances within the meaning of section 657A of the Corporations Act) which restrains, prohibits or impedes, or threatens to restrain, prohibit or impede, the making of the Offer or the acquisition of Peak Shares or the completion of any transaction contemplated by this Bidder's Statement, or seeks to require the divestiture by Raisama of any Peak Shares or the divestiture of any material assets of Peak or the Raisama Group.
- (x) Regulatory approvals: Between the Announcement Date and the end of the Offer Period, all necessary approvals for the Takeover Bid, including (without limitation):
- (A) all approvals which are required by law or any Public Authority to permit the Offer to be made and accepted by Peak Shareholders in all applicable jurisdictions; and
- (B) all approvals which are required by law or by any Public Authority as a result of the Offer or the acquisition of the Peak Shares and which are necessary for the continued operation of the business of Peak and its Subsidiaries or of Raisama and its Subsidiaries,
are granted, given, made or obtained on an unconditional basis and, at the end of the Offer Period, remain in full force and effect in all respects and are not subject to any notice, intention or indication of intention to revoke, suspend, restrict, modify or not renew the same.
- (xi) ASX escrow: Persons who are to receive Raisama Shares in consideration for their Peak Shares or Raisama Options in consideration for their Peak Options, which are determined by ASX to be "restricted securities" within the meaning of the Listing Rules, entering into Restriction Agreements in respect of such Raisama Securities in accordance with the requirements of ASX and the Listing Rules.
- (b) Each condition in Section 9(a) of this Annexure A is a separate, several and distinct condition, operates as a condition subsequent and is for the benefit of Raisama alone and may only be relied upon by Raisama.
- (c) Except as provided below, Raisama may free this Offer, and any contract resulting from its acceptance, from all or any of the conditions in Section 9(a) of this Annexure A by giving notice to Peak declaring the Offer to be free from the conditions specified in accordance with section 650F of the Corporations Act. This notice may be given:
- (i) in relation to the condition in Section 9(a)(ix) of this Annexure A that comprises an event or circumstance referred to in sections 652C(1) or (2) of the Corporations Act in relation to Peak - not later than 3 Business Days after the end of the Offer Period; and
- (ii) in relation to all other conditions not later than 7 days before the end of the Offer Period.
- (d) Subject to the provisions of the Corporations Act, Raisama alone will be entitled to the benefit of the conditions in Section 9(a) of this Annexure A and any breach or non-fulfilment thereof may be relied upon only by Raisama.
- (e) The date for giving the notice required by section 630(3) of the Corporations Act is 10 March 2011, subject to extension in accordance with section 630(2) if the Offer Period is extended.
10. ASX quotation of new Raisama Shares
The Offer is subject to the condition that permission for admission to Official Quotation by ASX of the Raisama Shares to be issued pursuant to the Offer is sought no later than 7 days after the start of the Offer Period and is granted no later than 7 days after the end of the Offer Period. This condition is not a defeating condition for the purposes of the Corporations Act, and is not of the same nature as the conditions set out in Section 9 of this Annexure A. The Offer cannot be freed of this condition and consequently no statements made by Raisama can be taken to waive this condition.
11. Withdrawal of Offer
Raisama may withdraw this Offer at any time before you accept it, but only with the consent in writing of ASIC (which consent may be given subject to such conditions, if any, as are imposed by ASIC).
12. Variation
Raisama may vary this Offer in accordance with section 650A of the Corporations Act.
13. Stamp duty or other costs
All costs and expenses of the preparation, dispatch and circulation of this Offer and any stamp duty payable in respect of the transfers will be paid by Raisama. No brokerage is payable by you if you accept this Offer.
14. Governing law
This Offer and any contract that results from your acceptance of this Offer are governed by the laws in force in Western Australia.
15. Date of Offer
This Offer is dated 7 February 2011.
Raisama Corporate Directory
Directors
Matthew Howison (Non Executive Chairman) David Berrie (Non Executive Director) Christopher Reindler (Non Executive Director) Marcello de Angelis (Non Executive Director)
Company Secretary
Michael Langoulant
Registered & Principal Office
19 Richardson Street, West Perth WA 6005 Tel: +61 (0) 8 9322 7702 Fax: +61 (0) 8 9322 7705
Solicitors
McKenzie Moncrieff Lawyers Level 5, 37 St George's Terrace, Perth WA 6000 Tel: +61 (0) 8 9326 5000 Fax: +61 (0) 8 9326 5050
Auditor
HLB Mann Judd (WA Partnership) Level 4, 140 Stirling Street, Perth WA 6000 Tel: +61 (0) 8 9227 7500 Fax: +61 (0) 8 9227 7533
Share Registry
Computershare Investor Services Pty Limited Level 2, 45 St George's Terrace, Perth WA 6000 Tel: 1300 787 272 Fax: +61 (0) 8 9323 2033
Raisama / Peak Oil & Gas Shareholder Information Helpline
In Australia: 1300 748 255 (toll free) Outside Australia: +61 2 8022 7946

