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REDIVIUM LIMITED — M&A Activity 2012
May 30, 2012
65703_rns_2012-05-30_58cc9438-4550-4985-bcee-ee9ab70399dc.pdf
M&A Activity
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31 May 2012
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ASX & MEDIA ANNOUNCEMENT
OFF-MARKET TAKEOVER OFFER BY HANNANS REWARD LIMITED FOR SCANDINAVIAN RESOURCES LTD – COMPULSORY ACQUISITION
As previously announced by Hannans Reward Limited (ACN 099 862 129) ( Hannans ) on 28 May 2012, its off-market takeover offer for all of the ordinary shares in Scandinavian Resources Ltd (ACN 132 035 842) ( SCR ) closed on Monday, 28 May 2012 at 5.00pm (Perth time).
In addition, Hannans also previously announced on 18 May 2012, that it has a relevant interest of more than 90% of the shares in SCR.
Accordingly, Hannans intends to now proceed to acquire the remaining SCR shares under the compulsory acquisition provisions of the Corporations Act 2001 (Cth). The compulsory acquisition will be on the same terms as the offer (ie consideration of three (3) Hannans shares for every one (1) SCR share held).
Attached is:
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a) a copy of ASIC Form 6021 – Notice of compulsory acquisition following takeover bid, which sets out the compulsory acquisition procedure and the remaining SCR shareholders’ rights; and
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b) an accompanying cover letter to be sent to the remaining SCR shareholders.
These documents have been lodged with ASIC today.
Yours faithfully
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Michael Craig Company Secretary
For further information please contact:
Hannans Reward Limited
Ben Della-Vedova Business Development Manager Tel: +61 8 9324 3388
Professional Public Relations
James Harris Tel: +61 8 9388 0944
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Australian Securities & Investments Commission
Form 6021 Corporations Act 2001 661B(1)(a)
Notice of compulsory acquisition following takeover bid
If there is insufficient space in any section of the form, you may photocopy the relevant page(s) and submit as part of this lodgement
| Lodgement details | Who should ASIC contact if there is a query about this form? | Who should ASIC contact if there is a query about this form? | Who should ASIC contact if there is a query about this form? |
|---|---|---|---|
| Name | |||
| Matthew Hawtin | |||
| ASIC registered agent number(if applicable) | |||
| Company/entityname | |||
| Steinepreis Paganin | |||
| ACN\ABN\ARBN\ARSN | |||
| Telephone number | |||
| +61 8 9321 4000 | |||
| Postal address | |||
| GPO Box 2799 | |||
| PERTH WA 6001 | |||
| Email address (optional) | |||
| Notice Name and address of holder. Name of target company or body |
To: | ||
| Name | |||
| ACN(if applicable) | |||
| At the office of,C/-(if applicable) | |||
| Office, unit, level. | |||
| Street number and Street name | |||
| Suburb/City | State/Territory | ||
| Postcode Country (if not Australia) |
|||
| Securities of: Name (‘the Company’) |
|||
| Scandinavian Resources Limited | |||
| Name (‘the Company’) | |||
| 132 035 842 |
ASIC Form 6021 17 January 2011 Page 1 of 3
| Continued...Notice Tick one box Name of bidder. Insert description of class of securities to which the bid related Tick one box Insert date offers closed or are scheduled to close Tick one box |
1. Under an Off Market Bid Market Bid offers were made by |
1. Under an Off Market Bid Market Bid offers were made by |
|---|---|---|
| Hannans Reward Limited(ACN 099 862 129) | ||
| in respect of the acquisition of | ||
| ordinary shares | ||
in the Company. The offers closed are scheduled to close on Date 2 8 / 0 5 / 1 2 [D D] [M M] [Y Y] 2. You are, or are entitled to be, registered as the holder of securities in respect of which an offer was made, but have not accepted the takeover offer. 3. The bidder hereby gives you notice under subsection 661B(1) of the Corporations Act 2001 (“the Act”) that the bidder has become entitled pursuant to subsection 661A(1) of the Act to compulsorily acquire your securities and desires to acquire those securities 4. Under section 661D of the Act, you have the right, by notice in writing given to the bidder within one month after this notice is lodged with ASIC, to ask the bidder for a written statement of the names and addresses of everyone else the bidder has given this notice to. |
||
| 5. Under section 661E of the Act, you have the right, within one month after being given this notice or within 14 days after being given a statement requested under section 661D of the Act (as referred to in paragraph 4 of this notice), whichever is the later, to apply to the Court for an order that the securities not be compulsorily acquired. 6. The bidder is entitled and bound to acquire the securities on the terms that applied under the takeover bid immediately before this notice was given. the end of the offer period. 7. Unless on application made by you under section 661E within one month after being given this notice (as referred to in paragraph 6 of the notice) or within 14 days after being given a statement under section 661D of the Act (as referred to in paragraph 4 of this notice), whichever is the later, the Court otherwise orders, the bidder must comply with paragraph 7 of this notice. |
| Signature | ||||
|---|---|---|---|---|
| Name orperson signing | 2 Y] |
|||
| Michael Craig | ||||
| Capacity | ||||
| CompanySecretary | ||||
| Signature | ||||
| Date signed 3 1 / 0 [D D] [M |
5 / 1 M] [Y |
|||
| Lodgement | Send completed and signed forms to: Australian Securities and Investments Commission, PO Box 9827 in your capital city. Or lodge the form in person at an ASIC Service Centre (see www.asic.gov.au/servicecentres) For more information Web www.asic.gov.au Need help? www.asic.gov.au/question Telephone 1300 300 630 |
ASIC Form 6021 17 January 2011 Page 2 of 3
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[Name of SCR shareholder] [Address of SCR shareholder]
31 May 2012
Dear SCR Shareholder
OFF-MARKET TAKEOVER OFFER BY HANNANS REWARD LIMITED FOR ALL OF THE ORDINARY SHARES IN SCANDINAVIAN RESOURCES LTD - COMPULSORY ACQUISITION
As you may be aware, Hannans Reward Limited (ACN 099 862 129) ( Hannans ) has a relevant interest in more than 90% of the shares in Scandinavian Resources Ltd (ACN 132 035 842) ( SCR ). Accordingly, Hannans intends to now proceed to acquire the remaining SCR shares under the compulsory acquisition provisions of the Corporations Act 2001 (Cth) ( Corporations Act ). The compulsory acquisition will be on the same terms as the offer (i.e. consideration of three (3) Hannans shares for every one (1) of your SCR shares held).
On completion of the compulsory acquisition procedure, Hannans will pay to SCR the consideration for your SCR shares. You will then be entitled to claim the consideration from SCR.
SCR will give notice to shareholders once it has received the consideration and advise as to how you may claim the consideration. Subject to the Corporations Act, this will occur within 5-6 weeks from the date of this letter at the earliest.
See also the enclosed copy of ASIC Form 6021 – Notice of compulsory acquisition following takeover bid, which sets out the compulsory acquisition procedure and your rights.
Yours sincerely
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Richard Scallan Chairman Hannans Reward Limited
For further information please contact:
Hannans Reward Limited
Ben Della-Vedova Business Development Manager Tel: +61 8 9324 3388
Professional Public Relations James Harris Tel: +61 8 9388 0944
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