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REDIVIUM LIMITED — M&A Activity 2012
May 1, 2012
65703_rns_2012-05-01_3579ceae-3b5b-49f2-9e62-11d79555bd7f.pdf
M&A Activity
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2 May 2012
By ASX online platform
Companies Announcement Office ASX Limited Exchange Plaza 2 The Esplanade PERTH WA 6000
Attention: Wade Baggott
Dear Wade
SUPPLEMENTARY TARGET'S STATEMENT – OFF-MARKET TAKEOVER OFFER BY HANNANS REWARD LTD
In accordance with section 647(3)(b) of the Corporations Act 2001 (Cth), we enclose a copy of the first supplementary target’s statement (Supplementary Target’s Statement) dated 2 May 2012 given by Scandinavian Resources Ltd (ACN 132 035 842) (Scandinavian Resources) in relation to the off-market takeover offer by Hannans Reward Ltd (ACN 099 862 129) (Hannans Reward) for all of the fully paid ordinary shares in the capital of Scandinavian Resources.
The Supplementary Target’s Statement has today been lodged with the Australian Securities and Investments Commission and sent to Hannans Reward.
Yours faithfully
Ian Gregory Director Scandinavian Resources Ltd
Encl.
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ACN 132 035 842
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SUPPLEMENTARY TARGET’S STATEMENT
This document is a supplementary target’s statement under section 644 of the Corporations Act 2001 (Cth). It is the first supplementary target’s statement ( Supplementary Target’s Statement ) issued by Scandinavian Resources Limited ( Scandinavian Resources ) (ASX: SCR) in relation to the off-market takeover bid by Hannans Reward Limited ( Hannans ) (ASX: HNR) to acquire all of the fully paid ordinary shares in the capital of Scandinavian Resources ( Hannans Offer ).
This Supplementary Target’s Statement supplements, and should be read together with, Scandinavian Resources’ target’s statement dated 19 April 2012 ( Original Target’s Statement ).
EXTENSION OF OFFER PERIOD
Hannans has given notice that the Offer Period has been extended and is now scheduled to close at 5.00pm (WST) on 18 May 2012 (unless extended or withdrawn).
Hannans has also indicated that:
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the new date on which it will give a Notice of Status of Conditions is 11 May 2012; and
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as at 27 April 2012, so far as Hannans knows, none of the Conditions have been fulfilled.
EXERCISE OF SCANDINAVIAN RESOURCES OPTIONS
As detailed in the Original Target’s Statement, the Company was advised by Equity & Royalty Investments Ltd ( ERI ), a major Scandinavian Resources Shareholder, that it intended to exercise 20,000,000 Scandinavian Resources Options exercisable at $0.20 each ( ERI Options ) on or before 31 October 2012 prior to the end of April 2012.
As announced to ASX on 26 April 2012, Equity & Royalty Investments Ltd ( ERI ) has exercised the ERI Options and now holds 40,000,001 Scandinavian Resources Shares. This has increased ERI’s Relevant Interest to 29.73%.
As announced to ASX on 26 April 2012, Anglo American Exploration (Australia) Pty Ltd (ACN 006 195 982) and its related bodies corporate now hold an interest in 22,463,054 Scandinavian Resources Shares, representing a Relevant Interest of 16.69%.
Scandinavian Resources has applied, or will apply, the $4 million received by the Company as a result of the exercise of the ERI Options as follows:
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approximately $1 million has been allocated towards repayment of certain outstanding Convertible Loans and the Loan and interest;
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approximately $1 million has been allocated to payment of the Company’s creditors; and
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approximately $2 million will be applied towards the working capital of the Company.
As a result of the repayment of certain Convertible Loans and the Loan, the current Convertible Loans to which the Company (or a wholly owned subsidiary of the Company) is a party ( Convertible Loans ) are summarised below:
| LENDER | CONVERSION | SECURITY1 | INTEREST | REPAYMENT | ESTIMATED |
|---|---|---|---|---|---|
| TERMS | RATE | DATE | OUTSTANDING | ||
| PAYABLE | (AS AMENDED | AMOUNT ($) AS AT |
|||
| PER ANNUM | OR VARIED) |
REPAYMENT DATE | |||
| CONVERTIBLE LOANS | |||||
| 1. HR Equities Pty Ltd, | Convertible to Shares | First ranking fixed | 12.50% | 15 September | 2,648,870 |
| a wholly owned subsidiary | at a conversion rate of | and floating charge | 2012 | ||
| of Hannans2 | 3 Shares for every | over all of the assets | |||
| $1.00 drawn down | of the Company | ||||
| 2. HR Equities Pty Ltd, | Convertible to Shares | First ranking fixed | 12.50% | 15 September | 893,208 |
| a wholly owned subsidiary | at a conversion rate of | and floating charge | 2012 | ||
| of Hannans2 | 1.5 Shares for every | over all of the assets | |||
| $1.00 drawn down | of the Company | ||||
| 3. HR Equities Pty Ltd, | Convertible to Shares | First ranking fixed | 21.30% | 15 September | 502,279 |
| a wholly owned subsidiary | at a conversion rate of | and floating charge | 2012 | ||
| of Hannans2 | 1.5 Shares for every | over all of the assets | |||
| $1.00 drawn down | of the Company | ||||
| 4. An unrelated third party | Convertible to Shares | Second ranking | 12.50% | Note 3 | 1,011,0674 |
| at a conversion rate of | fixed and floating | ||||
| 3 Shares for every | charge over all of | ||||
| $1.00 drawn down | the assets of the | ||||
| Company | |||||
| TOTAL CONVERTIBLE LOANS | 5,055,424 |
SUPPLEMENTARY TARGET’S STATEMENT
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Notes:
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1 As at 2 May 2012, the date of this Supplementary Target’s Statement, none of the lenders have registered a fixed and floating charge over the assets of the Company.
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2 HR Equities Pty Ltd is a wholly owned subsidiary of Hannans. Damian Hicks, a Scandinavian Resources Director, is also the Managing Director of Hannans and Ian Gregory, a Scandinavian Resources Director, is also the Company Secretary of Hannans.
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3 Repayment date is that date which is 14 days of receipt by the Company of written notice from the lender that repayment of the Convertible Loan is due.
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4 These figures are the estimated amounts outstanding based on the earliest possible repayment date, being 16 May 2012. However, as at 2 May 2012, no notice had been received by the Company from the relevant lender requesting repayment of the Convertible Loan.
As at 2 May 2012, the date of this Supplementary Target’s Statement, Scandinavian Resources has approximately $2,297,004 cash at bank, which is insufficient to repay the amounts currently outstanding under the Convertible Loans.
ADDITIONAL INFORMATION
Unless the context otherwise requires, terms defined in the Original Target’s Statement have the same meaning in this Supplementary Target’s Statement.
This Supplementary Target’s Statement prevails to the extent of any inconsistency with the Original Target’s Statement.
A copy of this Supplementary Target’s Statement has been lodged with ASIC. Neither ASIC nor any of its officers takes any responsibility for the contents of this Supplementary Target’s Statement.
APPROVAL OF SUPPLEMENTARY TARGET’S STATEMENT
This Supplementary Target’s Statement has been approved by a resolution of the Scandinavian Resources Board. Each Scandinavian Resources Director (other than Damian Hicks and Markus Bachmann, who did not vote on the resolution because they are not considered to be Independent Directors) has voted in favour of the resolution authorising this Supplementary Target’s Statement.
Dated 2 May 2012
Signed for and on behalf of Scandinavian Resources Limited
Ian Gregory Independent Director and Company Secretary