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TESORO GOLD LTD — AGM Information 2010
Apr 7, 2010
65957_rns_2010-04-07_0f89c459-c7e0-49e3-befa-8ce3973cafb1.pdf
AGM Information
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VTP CHAIRMAN’S ADDRESS
8 April 2010
Before I commence with the formal part of the meeting, I thought it would be helpful to provide some introductory remarks.
As shareholders are aware, since the election of the new Board of the Company on 29 September 2009, the Directors have undertaken an extensive strategic review to identify options to increase the value of VTP shares and to provide mechanisms for shareholders to realise their holdings at, or close to, the NTA value of shares. The potential capital management initiatives considered by the Board included a substantial share buyback, capital return, merger or takeover and winding-up.
The Proposal, as explained in the Booklet sent to shareholders, provides an opportunity for all holders of VTP shares to promptly realise as cash a very significant portion of the value of their investment, while leaving options for the Board to maximise the remaining value of the investment. An over-riding issue for the Board was to ensure that every shareholder is treated equally regardless of the size of their investment in the Company.
In summary, under the Proposal, VTP will return cash proceeds to all shareholders by way of an equal capital return which is expected to deliver approximately 95% of the value of VTP’s gross tangible assets net of the costs of the Proposal. Following the implementation of the capital return, VTP shares will be consolidated such that every 20 shares on issue will be consolidated into one share. The consolidated shares will remain listed on the Australian Securities Exchange
van Eyk Three Pillars Limited ABN 91 106 854 175 Level 37, 2 Park Street, Sydney, NSW, 2000 P 1300 732 413
www.vaneyk.com.au www.threepillars.vaneyk.com.au
and the Board intends to investigate further initiatives to enhance the Company’s performance and value.
The Board believes that the Proposal represents the best opportunity available for shareholders to realise their investment in VTP in a fair and timely manner at, or close to, NTA backing. The Board unanimously recommends that shareholders vote in favour of all resolutions to approve the Proposal.
The Board has also commissioned an independent expert, Lonergan Edwards & Associates, to assess the Proposal.
The independent expert has concluded that the proposed capital return is fair and reasonable to shareholders as a whole and will not materially prejudice VTP’s ability to pay its creditors.
Shareholders would also be aware that the implementation of the Proposal is conditional on the Company receiving a Class Ruling from the Australian Taxation Office in a form satisfactory to the Board, including a confirmation that no part of the capital return amount will be a deemed assessable dividend.
Discussions regarding the Class Ruling are continuing with the ATO. At present the Board is not in a position to confirm that the Class Ruling will be issued in an acceptable form. It remains possible that the Class Ruling will not be issued in an acceptable form. As described in the Booklet, if the likely outcome of the Class Ruling is not satisfactory to the Board, the Company will
van Eyk Three Pillars Limited ABN 91 106 854 175 Level 37, 2 Park Street, Sydney, NSW, 2000 P 1300 732 413
www.vaneyk.com.au www.threepillars.vaneyk.com.au
withdraw the application for the Class Ruling and the Proposal will not proceed. (See page 24 of the booklet if required)
The Company will update shareholders as to the status of discussions with the ATO by way of further ASX announcements as appropriate.
van Eyk Three Pillars Limited ABN 91 106 854 175 Level 37, 2 Park Street, Sydney, NSW, 2000 P 1300 732 413
www.vaneyk.com.au www.threepillars.vaneyk.com.au