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WESTERN YILGARN NL — M&A Activity 2009
Oct 4, 2009
66092_rns_2009-10-04_ef8ecdf3-d5b7-4c1b-b03b-8caa2ccf0049.pdf
M&A Activity
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BIDDER'S STATEMENT
This is an important document and requires your immediate attention. If you are in doubt as to how to deal with it please consult your financial or other professional adviser.
OFFER
by
IRON MOUNTAIN MINING LIMITED ACN 112 914 459
to acquire all of your ordinary shares in
Aluminex Resources Limited ACN 109 245 418
offer of one (1) Iron Mountain ordinary share for every one (1) of your Aluminex Resources ordinary shares
Legal Adviser: Lawton Gillon Level 11 16 St Georges Terrace PERTH WA 6000
Date: 5 October 2009
CONTENTS
IMPORTANT INFORMATION .................................................................................................................1 WHY YOU SHOULD ACCEPT IRON MOUNTAIN'S OFFER ...............................................................5 HOW TO ACCEPT THE OFFER ...............................................................................................................6 SUMMARY OF THE OFFER ....................................................................................................................7 PART A - PROFILES OF IRON MOUNTAIN AND ALUMINEX RESOURCES ..................................8 PART B – PROFILE OF THE COMBINED ENTITY ............................................................................. 10 PART C - INTENTIONS .......................................................................................................................... 17 PART D – THE OFFER TERMS .............................................................................................................. 19 PART E - AUSTRALIAN TAX CONSIDERATIONS FOR ALUMINEX RESOURCES SHAREHOLDERS ................................................................................................................... 31 PART F – RISK FACTORS ...................................................................................................................... 31 PART G – ADDITIONAL INFORMATION ............................................................................................ 32 PART H - DEFINITIONS AND INTERPRETATION ............................................................................. 39
RG 09/BIDDERS STATEMENT FOR ALM SHARES - 5OCT09 FC
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IMPORTANT INFORMATION
Bidder’s Statement
| Important dates | |
|---|---|
| Bidder’s Statement lodged with ASIC | 5 October 2009 |
| Offer opens | 5 October 2009 |
| Offer closes (unless extended) | 7 pm Perth Time 19 November 2009 |
This Bidder's Statement is dated 5 October 2009.
This Bidder's Statement is given by Iron Mountain Mining Limited (ACN 112 914 459) to Aluminex Resources Limited (ACN 109 245 418) under Part 6.5 of the Corporations Act. This Bidder's Statement includes an Offer dated 5 October 2009 to acquire your Aluminex Resources Shares and also sets out certain disclosures required by the Corporations Act.
A copy of this Bidder's Statement was lodged with the Australian Securities and Investments Commission (ASIC), ASX and Aluminex Resources on 5 October 2009. ASIC takes no responsibility for the contents of this Bidder's Statement.
A number of defined terms are used in this Bidder's Statement. These terms are defined in section 22.
Investment decisions
This document does not take into account the investment objectives, financial situation and particular needs of any person. Before deciding whether or not to accept the offer you may wish to seek independent financial and taxation advice.
Forward looking statements
This document contains forward looking statements. Forward looking statements are not based on historical facts, but are based on current expectations of future results or events. These forward looking statements are subject to risks, uncertainties and assumptions which could cause actual results or events to differ materially from the expectations described in such forward looking statements. While Iron Mountain believes that the expectations reflected in the forward looking statements in this document are reasonable, no assurance can be given that such expectations will prove to be correct. The risk factors set out in section 15 of this Bidder's Statement, as well as other matters as yet not known to Iron Mountain or not currently considered material by Iron Mountain may cause actual results or events to be materially different from those expressed, implied or projected in any forward looking statements. Any forward looking statement contained in this document is qualified by this cautionary statement.
Offers outside Australia
Shareholders should note that the consideration under the offer is securities of Iron Mountain, an Australian public company listed on ASX. The offer is subject to disclosure requirements in Australia which are different from those applicable in other countries. Shareholders whose address in the Aluminex Resources register of members is not in Australia and its external territories, or New Zealand (Ineligible Foreign Shareholders) will not be entitled to receive Iron Mountain Shares as consideration from the Offer (unless Iron Mountain determines otherwise). In the event the offer is declared unconditional, Ineligible Foreign Shareholders who accept the Offer will be paid a cash amount calculated in accordance with section 11.7 of this Bidder's Statement. This Bidder's Statement does not constitute an offer to issue or sell, or the soliciting of an offer to buy, any securities referred to in this Bidder's Statement in any jurisdiction in which the issue of such securities would be unlawful.
RG 09/BIDDERS STATEMENT FOR ALM SHARES - 5OCT09 FC
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Privacy collection statement
Personal information relating to your shareholding in Aluminex Resources has been obtained by Iron Mountain or its agents from Aluminex Resources in accordance with its rights under the Corporations Act. Iron Mountain will share this information with its related bodies corporate, advisers and agents where necessary for the purposes of the Offer. Iron Mountain, its related bodies corporate, advisers and agents will use this information solely for purposes relating to the Offer. If you would like details of your personal information held by Iron Mountain or its agents please contact Iron Mountain on (08) 9225 6475 (within Australia) or +61 89225 6475 (outside Australia).
RG 09/BIDDERS STATEMENT FOR ALM SHARES - 5OCT09 FC
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5 October 2009
DIRECTOR’S LETTER
Dear Aluminex Resources Shareholder
Offer for your Aluminex Resources Shares
On behalf of Iron Mountain Mining, I am pleased to offer you an opportunity to take part in the merger of Iron Mountain Mining and Aluminex Resources which will result in the creation of a mining company with an interest in a diverse range of mineral exploration projects.
Iron Mountain Mining is an ASX listed resource exploration company with a market capitalisation of approximately $7.7 million. Iron Mountain Mining is a company dedicated to investment in growth projects in the minerals sector in Australia. Following the merger, the Directors of Iron Mountain Mining believe that there is potential for re-rating of the Combined Entity as a result of increased size and liquidity.
Iron Mountain Mining's Offer of 1 Iron Mountain Mining Shares for 1 Aluminex Resources Shares provides an opportunity to Aluminex Resources shareholders to acquire tradeable shares in Iron Mountain Mining and retain through Iron Mountain Mining an interest in the exploration projects of Aluminex Resources.
By accepting the Offer, you will retain exposure to the Wandoo bauxite project and gain access to Iron Mountain Mining's current interest in the iron ore projects in Western Australia and Tasmania.
Iron Mountain Mining will continue to target opportunities for capital growth through the acquisition of high quality, value assets with low costs or high margins and potential for long life.
The management of the combined Iron Mountain Mining and Aluminex Resources will continue under the stewardship of the Iron Mountain Mining management.
Aluminex Resources' largest shareholder, David Zohar in his own right and through Swancove Enterprises Pty Ltd, supports the Offer and, in the absence of a higher offer, has agreed to accept in respect of 44.89 % of Aluminex Resources.
To accept this Offer. please follow the instructions set out In the Bidder's Statement and on the back of the Acceptance Form.
If you have any questions on how to accept the Offer please contact the Iron Mountain Mining on (08) 9225 6475 (within Australia) or +61 8 9225 6475 (outside Australia) or contact your broker or financial adviser.
The Offer is currently due to close on 19 November 2009.
I look forward to receiving your acceptance and to welcoming you as a shareholder in Iron Mountain Mining.
Yours faithfully
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DIRECTOR
Enclosed with this letter is a Bidder's Statement which sets out the detailed terms of the Offer from Iron Mountain Mining to acquire all of your shares in Aluminex Resources.
If you wish to accept this Offer, you must return the signed Acceptance Form by 7.00 pm (Perth time) on 19 November 2009.
RG 09/BIDDERS STATEMENT FOR ALM SHARES - 5OCT09 FC
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WHY YOU SHOULD ACCEPT
-
A share of an exploration company with critical mass
-
Obtain tradeable shares
-
Retain exposure to the Wandoo Bauxite Project
-
Retention of an experienced management team with a strong track record
-
Merger synergies
-
You should incur no brokerage
If you wish to accept this Offer, you must return the signed Acceptance Form by 7.00 pm (Perth time) on 19 November 2009.
RG 09/BIDDERS STATEMENT FOR ALM SHARES - 5OCT09 FC
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WHY YOU SHOULD ACCEPT IRON MOUNTAIN'S OFFER
1. A SHARE OF A MINING COMPANY WITH CRITICAL MASS
The merger of Iron Mountain and Aluminex Resources will create an exploration company with the critical mass in terms of iron ore and bauxite with the potential to become a major participant in its field.
The proposed merger of Iron Mountain and Aluminex Resources will form an exploration company which will target growth through continued exploration.
2. RETAIN EXPOSURE TO THE IRON MOUNTAIN GOLD AND NICKEL PROJECTS
Existing Aluminex Resources Shareholders will retain exposure to the bauxite Project held by Aluminex Resources following the merger with Iron Mountain.
If Iron Mountain is successful in acquiring 100% of Aluminex Resources, existing Aluminex Resources Shareholders who accept the Offer will collectively retain a 14.2 % economic interest in Aluminex Resources’ assets.
If Iron Mountain acquires a controlling interest in Aluminex Resources (but less than 100%), existing Aluminex Resources Shareholders who accept the Offer will still retain exposure to the bauxite Project of Aluminex Resources.
3. POTENTIAL FOR RE-RATING FROM INCREASED SIZE AND LIQUIDITY
The merger of Iron Mountain and Aluminex Resources will create a larger company, thereby increasing the attractiveness of the Combined Entity to investors, and the potential for re-rating.
Based on the Offer terms and the closing trading price of Iron Mountain ($0. 10) as at 1 September 2009, and assuming that Iron Mountain acquires 100% of Aluminex Resources, the Combined Entity will have a market capitalisation of $12.2 million. On the same basis, if Iron Mountain acquires 50.1% of Aluminex Resources, Iron Mountain will have a market capitalisation of $9.9 million.
4. EXPOSURE TO POTENTIAL GROWTH
Aluminex Resources Shareholders will have the opportunity to benefit from Iron Mountain's existing iron ore exploration activities.
5. ACCESS TO AN EXPERIENCED MANAGEMENT TEAM WITH A STRONG TRACK RECORD
Management of the combined Iron Mountain and Aluminex Resources will be undertaken by the existing directors of Iron Mountain, an experienced exploration and finance team.
6. MERGER SYNERGIES
The merger of Iron Mountain and Aluminex Resources will create the opportunity for cost savings.
Subject to compliance with Aluminex Resources’ existing obligations, Iron Mountain intends to ensure that Aluminex Resources accelerates its current exploration program. Iron Mountain will investigate alternative potential ways of creating value for shareholders from Aluminex Resources’ existing exploration projects and the elimination of costs.
RG 09/BIDDERS STATEMENT FOR ALM SHARES - 5OCT09 FC
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7. YOU SHOULD INCUR NO BROKERAGE
By accepting this Offer, you should not incur any brokerage fees.
HOW TO ACCEPT THE OFFER
For Issuer Sponsored Holdings of Aluminex Resources Shares
Complete the enclosed Acceptance Form by following the instructions provided on it, and return the signed form in the enclosed self addressed envelope or deliver it to the address below.
Signed Acceptance Forms must be sent to:
Iron Mountain Mining Limited 231 Adelaide Terrace PERTH WA 6000
on 19 November 2009, unless extended by Iron Mountain. Acceptance Forms must be received before the end of the Offer Period.
For questions regarding your Aluminex Resources Shares, the Offer or how to accept please refer to the remainder of this Bidder's Statement. If you still require assistance, please contact Iron Mountain on:
For Australian callers : (08) 9225 6475 For International callers : +61 89225 6475
Iron Mountain is the company making the Offer to acquire all of your Aluminex Resources Shares. Iron Mountain is offering 1 Iron Mountain Share for every 1 Aluminex Resources Shares on the terms and conditions set out in Part D.
The Offer is scheduled to close at 7.00 pm (Perth time) on 19 November 2009.
You should note that the Offer Period can be extended as permitted by the Corporations Act. The Offer is for all of your Aluminex Resources Shares and is subject to the conditions set out in section 10 of this Bidder's Statement. These conditions include those summarised below:
-
that Iron Mountain receives acceptances for a minimum of 50% of Aluminex Resources’ shares;
-
conditions relating to regulatory approvals; conditions relating to third party change of control rights
-
conditions relating to certain material transactions,
-
prescribed occurrences, material adverse changes and the conduct of the Aluminex Resources’ business; and
-
conditions relating to the S&P/ASX 200 index.
You can only accept for all of your holding. Your acceptance of the Offer will be treated as being for all your Aluminex Resources Shares including any additional Aluminex Resources Shares registered as held by you at the date your acceptance is processed.
If you accept the Offer in accordance with the instructions contained in the Offer and the Acceptance Form and the Offer becomes unconditional, you will be issued with Iron Mountain Shares in accordance with section 11.
You will be able to sell the Iron Mountain Shares you receive on ASX. Please see section 11.5 regarding Unmarketable Parcels of shares.
Foreign Shareholders will not be entitled to receive Iron Mountain Shares on acceptance of the Offer. Foreign Shareholders who accept the Offer will be paid the net cash sale proceeds of Iron Mountain Shares which they would otherwise have received (see section 11.7 below).
RG 09/BIDDERS STATEMENT FOR ALM SHARES - 5OCT09 FC
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Consult your financial, tax or other professional adviser on the tax implications of acceptance.
You will not pay any stamp duty if you accept the Offer.
If you are a Foreign Shareholder, the proceeds of sale of the Iron Mountain Shares to which you would become entitled as a consequence of accepting the Offer will be net of sale costs, including brokerage (see section 11.7).
If Iron Mountain does not become entitled to compulsorily acquire your Aluminex Resources Shares, you will remain a Aluminex Resources Shareholder.
If you have any questions in relation to the Offer, please call Iron Mountain on (08) 9225 6475 or +61 8 9225 6475 (from outside Australia).
SUMMARY OF THE OFFER
The following is only a summary of the Offer and is qualified by the detailed information contained in the following sections of this Bidder's Statement. You should read this Bidder's Statement in full before deciding how to deal with your Aluminex Resources Shares.
One fully paid Iron Mountain share for every one Aluminex Resources shares.
The full terms of the Offer are contained in Part D of this Bidder's Statement.
RG 09/BIDDERS STATEMENT FOR ALM SHARES - 5OCT09 FC
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PART A - PROFILES OF IRON MOUNTAIN AND ALUMINEX RESOURCES
1. PROFILE OF IRON MOUNTAIN
1.1 OVERVIEW OF IRON MOUNTAIN
(a) Background
Iron Mountain is an ASX listed resource investment company (ASX code: IRM). Iron Mountain's focus is to explore for iron ore in Western Australia and Tasmania.
As at 2 October 2009 (being the trading day prior to the announcement of the Offer), Iron Mountain's market capitalisation was approximately $6.8 million.
(b) Iron Mountain's corporate structure
Iron Mountain is listed on the ASX and currently has 76,793,775 shares on issue and has granted 40,186,250 options exercisable at 20 cents on or before 1 February 2012.
1.2 BOARD OF DIRECTORS AND COMPANY SECRETARY
Simon England Chairman David Zohar Director Zhukov Pervan Director Robert Sebek Director David Zohar Company Secretary
1.3 CORPORATE GOVERNANCE
The Iron Mountain Board aims to achieve the highest standards of corporate governance and has established corporate governance policies and procedures consistent with the ASX Corporate Governance Council's publication “Principles of Good Corporate Governance and Best Practice Recommendations”.
1.4 DIVIDEND POLICY
The main financial goal of Iron Mountain is to generate significant capital appreciation for its shareholders. A dividend policy is yet to be determined by the Directors.
1.5 IRON MOUNTAIN'S ANNUAL REPORT, ASX ANNOUNCEMENTS AND CONSTITUTION
The annual report of Iron Mountain for the year ended 30 June 2008 was lodged with ASX on 28 October 2008.
Iron Mountain is a company listed on the ASX and is subject to the periodic and continuous disclosure requirements of the Corporations Act and the ASX listing Rules. A list of Iron Mountain announcements which have been lodged with ASX since the end of Iron Mountain's financial year ended 30 June 2008 to 30 September 2009 is set out in Appendix 1. This information may be relevant to your assessment of the Offer. For information concerning the financial position and affairs of Iron Mountain, you should refer to the full range of information that has been disclosed by Iron Mountain pursuant to these requirements.
RG 09/BIDDERS STATEMENT FOR ALM SHARES - 5OCT09 FC
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Copies of the following documents may be obtained by contacting Iron Mountain (08) 9225 6475 during the Offer Period:
-
the annual report referred to above;
-
Iron Mountain's half yearly financial report lodged with ASX on 12 March 2009;
-
Iron Mountain's quarterly reports;
-
the ASX announcements referred to above; and
-
Iron Mountain's constitution,
and will be provided to the person who made the request.
Alternatively the above documents may be downloaded from the ASX website at www.asx.com.au (at ASX code: IRM).
Copies of all documents lodged with ASIC in relation to Iron Mountain may also be obtained from, or inspected at, an ASIC office.
2. PROFILE OF ALUMINEX RESOURCES
2.1 SOURCES OF INFORMATION
The following brief description of Aluminex Resources and the financial information concerning Aluminex Resources contained in this section 2 has been prepared using publicly available information. This information concerning Aluminex Resources has not been independently verified by Iron Mountain. Iron Mountain does not, subject to the Corporations Act, make any representation or warranty, express or implied, as to the accuracy, currency or completeness of such information.
The information about Aluminex Resources should not be considered comprehensive. Further information in relation to Aluminex Resources’ business may be included in the Target's Statement which Aluminex Resources must provide to its shareholders.
2.2 CORPORATE OVERVIEW
Aluminex Resources was an ASX listed bauxite exploration company. Aluminex Resources ceased to be ASX listed on 31 July 2009.
Aluminex Resources’ principal asset is its bauxite exploration project at Wandoo in Western Australia.
2.3 OPERATIONS OVERVIEW
Aluminex Resources’ principal activity is mineral exploration.
2.4 ALUMINEX RESOURCES ASX ANNOUNCEMENTS
Aluminex Resources was listed on the ASX and was subject to the periodic and continuous disclosure requirements of the Corporations Act and the ASX Listing Rules. For information concerning the financial position and affairs of Aluminex Resources, you should refer to the full range of information that has been disclosed by Aluminex Resources pursuant to these requirements. Aluminex Resources was delisted by ASX on 31 July 2009.
Trading in shares of Aluminex Resources was suspended on 13 October 2008.
RG 09/BIDDERS STATEMENT FOR ALM SHARES - 5OCT09 FC
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In addition, the Corporations Act requires the directors of Aluminex Resources to provide a Target's Statement to holders of Aluminex Resources Shares setting out their recommendations in relation to this Offer and all the information that the holders and their professional advisers would reasonably require to make an informed assessment of whether to accept the Offer.
PART B – PROFILE OF THE COMBINED ENTITY
3. OVERVIEW OF THE COMBINED ENTITY
3.1 RATIONALE FOR THE OFFER
Iron Mountain's rationale for the acquisition of Aluminex Resources is to create a company with iron ore and bauxite resources and prospects and to achieve economies of scale by combining the exploration activities of both companies.
Iron Mountain is of the view that the superior cash resources of Iron Mountain will enable the bauxite project of Aluminex Resources to be explored at a greater rate without the need of further dilution of the Aluminex Resources shareholders.
3.2 FORECASTS FOR THE COMBINED ENTITY
Iron Mountain is an exploration company that does not currently generate a revenue stream.
Accordingly, any forecasts for the Combined Entity would be speculative and subject to significant business and technical uncertainties and contingencies which are beyond the control of Iron Mountain. In these circumstances, the Iron Mountain Directors do not believe that providing forecasts of potential future revenue and expenditure is material to the decision of shareholders of Aluminex Resources in making a decision whether to accept the Iron Mountain Offer.
As far as Iron Mountain is aware, the directors of Aluminex Resources have not published any forecasts which could be incorporated into the profile of the Combined Entity.
3.3 EFFECT OF ACQUISITION ON IRON MOUNTAIN
(a) General effect of acquisition
The general effect of the acquisition on Iron Mountain will be to extend Iron Mountain's exploration strategy, by taking a controlling interest in an investment which is considered to provide the prospect of realising a high quality, value asset. This will provide an increased exposure to bauxite project.
(b) Effect of acquisition on Iron Mountain's capital structure
The consideration for the acquisition of the Aluminex Resources Shares to which the Offer relates will be satisfied by the issue of cash and Iron Mountain Shares.
The capital structure of Iron Mountain assuming Iron Mountain acquires 100% (assuming the 90% compulsory acquisition threshold is achieved) of Aluminex Resources or 50.1 % (the minimum acceptance condition is more than 50%) will be as follows.
RG 09/BIDDERS STATEMENT FOR ALM SHARES - 5OCT09 FC
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| Capital structure | Acquisition of 100 % | Acquisition of 50.1 % | |
|---|---|---|---|
| of | of | ||
| Aluminex Resources | Aluminex Resources | ||
| Number of existing Iron | Mountain | 76,793,775 | 76,793,775 |
| Shares | |||
| Impact of Acquisition | |||
| Number of new Iron Mountain Shares | 44,993,106 | 22,541,546 | |
| to be issued to Aluminex | Resources | ||
| Shareholders (1) | |||
| Total number of Iron | Mountain | 121,786,881 | 99,335,321 |
| Shares on issue |
following | ||
| completion of the Offer |
Iron Mountain currently has granted 40,186,250 options exercisable at 20 cents on or before 1 February 2012.
Notes
- (1) This is an estimate only. The actual number of Iron Mountain Shares issued will vary depending on the number of Aluminex Resources Shareholders that will be entitled to an additional whole Iron Mountain Share due to the rounding up of fractional entitlements referred to in section 6.5.
Iron Mountain does not hold any Aluminex Resources Shares or Aluminex Resources Options.
3.4 PROFILE OF THE COMBINED ENTITY
(a) Management
The Combined Entity will benefit from the skills and experience of the Iron Mountain Board.
(b) Impact on the financial position of Iron Mountain
If Iron Mountain is successful in acquiring 100% of Aluminex Resources, the Combined Entity would have:
-
(i) cash assets, as at 30 June 2009, of c. $3.55 million and no debt (based on the pro forma balance sheet and the assumptions detailed in section 4.1); and
-
(ii) a diverse portfolio of exploration properties which is likely to be attractive to investors, and lead to increased profile and liquidity for Iron Mountain Shares.
4. PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
-
4.1 COMBINED ENTITY PRO-FORMAS
-
(a) Basis of preparation
The pro forma consolidated balance sheet has been prepared by consolidating Iron Mountain's reviewed balance sheet for the six months to 31 December 2008 and Aluminex Resources’ unaudited management accounts for the six month ended 31 December 2008. A number of consolidation adjustments have been made to reflect the acquisition as set out in the notes below.
In addition, a pro-forma adjustment has been made to reflect the issue of 9,045,022 Iron Mountain shares in exchange for 18,090,043 Terrain Mineral shares which
RG 09/BIDDERS STATEMENT FOR ALM SHARES - 5OCT09 FC
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occurred in June 2009. This adjustment is not affected by the outcome of the proposed acquisition of Aluminex Resources.
The Combined Entity pro-forma balance sheet as at 31 December 2008 assumes that the acquisition of Aluminex Resources by Iron Mountain had been completed at that date. Accordingly, changes in the fair value since the balance sheet dates of the companies have not been recognised. The actual date of acquisition will be at a later date. In accordance with the requirements of Australian Accounting Standard AASB 3 "Business Combinations", the identifiable net assets of an entity must be measured at their fair value as at the date of acquisition of that entity. Accordingly, Iron Mountain will assess the fair value of identifiable net assets of Aluminex Resources on completion of the acquisition and having regard to the fair value of the Iron Mountain shares being issued to the shareholders of Aluminex Resources. On the basis of the 31 December 2008 balance sheet of Aluminex Resources that have not been reviewed by the Company's auditor, the Directors of Iron Mountain believe that fair value of Aluminex Resources' deferred mineral exploration evaluation and development expenditure would be adjusted to $ 5,173,803 being the difference between fair value of the consideration of $ 4,499,311 and the net liabilities of Aluminex Resources at 31 December 2008 of $ 674,492. The fair value adjustment is set out in the consolidated entity pro-forma balance sheets below.
(b) Consolidated Entity Pro-formas
The following table sets out the pro-forma consolidated balance sheet of the consolidated post-completion Combined Entity. It is based on the assumption that Iron Mountain acquires 100% of Aluminex Resources. In addition, sensitivity is shown highlighting the consolidated balance sheet of the post completion Combined Entity based on Iron Mountain acquiring 50.1 % of Aluminex Resources. The pro-forma balance sheet has been prepared as at 31 December 2008 on the basis that there have been no significant changes in the nature or scale of operating activities from 1 January 2009 to date.
For the purpose of the Consolidated Entity Pro-forma, Iron Mountain is considered to be both the accounting and legal acquirer under AASB 3 “Business Combinations’.
| Iron Mountain Aluminex Resources Combined Entity Notes Adjusted Consolidated Entity Adjusted Consolidate d Entity 31 Dec.'08 31 Dec.'08 Balance Pro-forma Pro-forma Pro-forma Pro-forma Sheet Adjusted for Offer Balance Sheet Adjusted for Offer Balance Sheet Reviewed Unaudited 100.0% (adjusted for Offer) 50.1% (adjusted for Offer) 100.0% 50.1% Current Assets Cash & cash equivalents 4,134,703 96,844 4,231,547 (e) (100,000) 4,131,547 (100,000) 4,034,703 Trade and other receivables 541,253 41,101 582,354 (k) (13,008) 569,346 541,253 Non-current assets classified as held for sale - - - - Total Current Assets 4,675,956 137,945 4,813,901 (113,008) 4,700,893 (100,000) 4,575,956 Non- Current Assets Receivables 48,000 - 48,000 48,000 48,000 |
Iron Mountain 31 Dec.'08 Reviewed |
Aluminex Resources 31 Dec.'08 Unaudited |
Combined Entity Balance Sheet |
Notes | Adjusted Pro-forma Adjusted for Offer 100.0% |
Consolidated Entity Pro-forma Balance Sheet (adjusted for Offer) 100.0% |
Adjusted Pro-forma Adjusted for Offer 50.1% |
Consolidate d Entity Pro-forma Balance Sheet (adjusted for Offer) 50.1% |
|---|---|---|---|---|---|---|---|---|
| 4,675,956 137,945 4,813,901 (113,008) 4,700,893 (100,000) 4,575,956 |
||||||||
| 48,000 - 48,000 48,000 48,000 |
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| Available for sale financial assets Property, plant & equipment Exploration expenditure Investment accounted for using equity method Total Non- Current Assets Total Assets Liabilities Trade and other payables Provisions Total Liabilities Net Assets Equity Contributed Equity Minority Interest Reserves Accumulate d Losses Total Equity |
303,280 49,505 352,785 (l) 904,502 1,257,287 904,502 1,207,782 1,025,988 - 1,025,988 1,025,988 1,025,988 682,967 - 682,967 (f) 5,173,803 5,856,710 682,967 - - 2,254,155 2,254,155 |
|---|---|
| 2,060,235 49,505 2,109,740 6,078,305 8,188,045 3,158,657 5,218,892 |
|
| 6,736,191 187,450 6,923,641 5,965,297 12,888,938 3,058,657 9,794,848 |
|
| 212,535 61,970 274,505 (k) (13,008) 261,497 212,535 7,793 - 7,793 7,793 7,793 |
|
| 220,328 799,972 799,972 799,972 |
|
| 6,515,863 861,942 1,082,270 (13,008) 1,069,262 220,328 (674,492) 5,841,371 5,978,305 11,819,676 3,058,657 9,574,520 8,090,030 (k) 4 1,006,359 9,096,389 4,397,454 13,493,843 3,158,657 11,248,687 1,034,205 4 m) 4 4 (2,608,376) 6,078,200 7,112,405 (f) (n) (6,078,200) 1,034,205 1,034,205 |
|
| 6,515,863 (7,759,051) (10,367,427) 7,659,051 (2,708,376) (100,000) (2,708,376) |
|
| (674,492) 5,841,371 5,978,305 11,819,676 3,058,657 9,574,520 |
(c) Increase in shareholder equity
Shareholders' equity will increase through the issue of Iron Mountain Shares for Aluminex Resources Shares. Based on the share capital of Aluminex Resources of 44,993,106 shares (excluding Aluminex Resources Options) Iron Mountain will issue 49,993,106 new Iron Mountain shares. Based on the Iron Mountain closing share price of $0.10 as at 1 September 2009, issued share capital will increase by $4.5 million.
The shareholder equity impact is summarised as follows:
100% Scenario (excluding all unexercised Aluminex Resources Options)
| Security | Aluminex Resources Securities Sold |
Iron Mountain Shares Issued |
Value of Iron Mountain Shares Issued(1) |
|---|---|---|---|
| Aluminex Resources Shares 44,993,106 44,993,106 $4,499,311 |
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- (1) Based on the closing share price of $ 0.10 as at 1 September 2009 and assuming Iron Mountain acquires Aluminex Resources Shares to achieve 100% relevant interest in Aluminex Resources.
| 50.1% Scenario (excluding allunexercised Aluminex Resources Options) | 50.1% Scenario (excluding allunexercised Aluminex Resources Options) | 50.1% Scenario (excluding allunexercised Aluminex Resources Options) | 50.1% Scenario (excluding allunexercised Aluminex Resources Options) |
|---|---|---|---|
| Security | Aluminex Resources Securities Sold |
Iron Mountain Shares Issued |
Value of Iron Mountain Shares Issued(2) |
| Aluminex Resources Shares 22,541,546 22,541,546 $2,254,155 |
- (2) Based on the Iron Mountain closing share price of $0.10 as at 1 September 2009 and assuming Iron Mountain acquires Aluminex Resources Shares to achieve 50.1% relevant interest in Aluminex Resources.
(d) Fair value of the acquisition consideration
The fair value of the acquisition consideration has been based on the assumption that all Aluminex Resources Shareholders will accept the Offer and that none of the Aluminex Resources options currently on issue will be exercised. At the acquisition date, Aluminex Resources options are considered “out-of-the-money”. The actual acquisition consideration will be based on the market value of Iron Mountain Shares, at the date of acquisition, in accordance with the requirements of AASB 3 “Business Combinations”.
The value of shares issued by Iron Mountain in exchange for Aluminex Resources Shares will be recorded in Iron Mountain's separate financial statements as an investment in Aluminex Resources. On consolidation, this amount is considered to represent capitalised exploration expenditure and is therefore reported as such.
(e)
Reduction in cash
Pro-forma adjustments have been made to reflect the estimated transaction costs related to business combination. A preliminary estimate of $100,000 has been made to cover such costs in the event that Iron Mountain achieves less than 90 % acceptances.
As required under AASB 3 Business Combinations acquisition related costs (such as advisory, legal, accounting, valuation and other professional consultant costs) have been expensed in the period. Foreign shareholders who are not entitled to shares will be paid cash based on Iron Mountain’s share price at acquisition date adjusted for relevant costs. In preparing the pro-forma balance sheet we have made the assumption that no such shareholders exist, however if such payments to Aluminex Resources shareholders are required they will be made from Iron Mountain’s existing cash resources.
(f) Adjustment relating to the fair value of Aluminex Resources’ assets and liabilities acquired
The pro-forma consolidated balance sheet is based on the assumption that the fair value of the mineral tenements arising from the acquisition of Aluminex Resources is the difference between the acquisition consideration and the carrying value of the net liabilities of Aluminex Resources at the acquisition date, which is $5,173,803. In accordance with AASB 3 “Business Combinations” Iron Mountain has elected to reflect these provisional fair value adjustments in the books of Aluminex Resources prior to acquisition.
In accordance with AASB 3(45) the provisional fair values may be subject to change following a detailed assessment of the fair values by Iron Mountain Directors, which will be undertaken subsequent to the acquisition and assumption of management
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control, including allocating the fair value of the identified assets and tenements. The Directors of Iron Mountain have a period of 12 months from the acquisition date to determine “final” fair values, in accordance with AASB 3.
In determining the cost of a business combination, AASB 3 "Business Combinations" requires the acquirer to measure the fair value of contingent liabilities acquired as part of a business combination. The fair value of a contingent liability is determined as the amount that a third party would charge to assume those contingent liabilities. Based on the information available to Iron Mountain, it is not possible to determine the fair value of any contingent liabilities of Aluminex Resources. A detailed assessment of the fair value of any contingent liabilities of Aluminex Resources, by Iron Mountain Directors, will be undertaken subsequent to the acquisition and assumption of management control. The recognition of any fair value for possible contingent liabilities of Aluminex Resources would lead to an increase in the value of mineral assets on consolidation, subject to valuation support.
(g)
Tax
The pro-forma consolidated balance sheet does not include any adjustment to reflect the tax effect of tax losses or other temporary differences that may give rise to deferred tax assets or deferred tax liabilities as a result of the business combination.
The extent of any carry forward losses available to the Combined Entity will depend on the Combined Entity being able to satisfy tax loss recoupment provisions of the Income Tax Assessment Act 1936 and the Income Tax Assessment Act 1997. Accordingly, Iron Mountain will assess the extent tax losses that can be utilised subsequent to the acquisition and management control.
The pro-forma consolidated balance sheet does not include any adjustments that may arise if the Combined Entity is eligible for and elects to enter tax consolidation. As noted in section 5, should Iron Mountain obtain 100% of the Aluminex Resources' securities, Iron Mountain intends to review the relevant legislation to determine eligibility and to weigh up the benefits and costs associated with making an election to form a consolidated tax group.
(h) Impact of AIFRS
Both companies have prepared their balance sheets based on Australian equivalents to International Financial Reporting Standards (AIFRS).
(i)
Consistency of Accounting Policies
Based on the Aluminex Resources information which is publicly available, it appears that the accounting policies of Aluminex Resources are broadly consistent with those of Iron Mountain with the exception of the policy for Exploration and Evaluation Expenditure. Aluminex Resources has a policy of capitalising acquisition expenditure and expensing exploration and evaluation expenditure whereas Iron Mountain has a policy of capitalising both acquisition and exploration and evaluation expenditure which is carried forward to the extent it is expected to be recouped through successful development or sale. No adjustments have been made in the pro- forma consolidated balance sheet to reflect these dissimilar accounting policies.
However, as noted in section 5, Iron Mountain intends to review Aluminex Resources' accounting policies upon the assumption of management control. To the extent that Aluminex Resources does not have equivalent operating resource company policies it is expected that this review will result in Aluminex Resources adopting Iron Mountain’s' policies prospectively, that is, from the date of acquisition.
(j)
Accounting Treatment in the event of lack of control
The Offer includes a 50% minimum acceptance condition (see section 10.1). While Iron Mountain has no present intention to waive that condition, it reserves its right to
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declare the Offer free of that condition (or any other Defeating Condition of the Offer). In the event Iron Mountain does not obtain “control” of Aluminex Resources as a result of the Bid, but Iron Mountain does obtain "significant influence", Iron Mountain will account for its investment in Aluminex Resources using the equity method as shown in the pro-forma balance sheet above. The carrying amount of Iron Mountain's investment in Aluminex Resources would be initially measured at cost, determined based on the fair value of Iron Mountain shares issued as consideration. For reporting periods after acquisition, the carrying amount of Aluminex Resources will be increased or decreased for Iron Mountain's share of post-acquisition profits and losses, which will be recognised in Iron Mountain's Income Statement. In addition, Iron Mountain's share of movements in equity, such as reserves, and distributions from Aluminex Resources would also impact the carrying value of its investment in Aluminex Resources.
(k) Elimination of Inter Company Transactions
In accordance with the requirements of AASB 127 Consolidated and Separate Financial Statements, an intercompany balance of $13,008 has been adjusted for in the pro-forma consolidated balance sheet.
(l) Reconciliation of Contributed Equity
| Opening Iron Mountain Contributed Equity at 31 December 2008 |
$8,090,030 |
|---|---|
| Opening Aluminex Resources Contributed Equity at 31 December 2008 |
$1,006,359 |
| Iron Mountain Shares Issued to Terrain Minerals (refer to (a) above) Elimination of Aluminex Resources Contributed Equity on consolidation Iron Mountain Shares issued to Aluminex Resources Shareholders (refer to (c) above) Closing consolidated Contributed Equity |
$9,096,389 |
| $904,502 $(1,006,359) |
|
| $4,499,311 | |
| $13,493,843 |
(m) Reconciliation of Reserves
| Opening Iron Mountain Reserves at 31 December 2008 $1,034,205 Opening Aluminex Resources Reserves at 31 December 2008 $6,078,200 $7,112,405 Elimination of Aluminex Resources Reserves on consolidation $(6,078,200) Closing consolidated Reserves $1,034,205 |
Opening Iron Mountain Reserves at 31 December 2008 $1,034,205 Opening Aluminex Resources Reserves at 31 December 2008 $6,078,200 $7,112,405 Elimination of Aluminex Resources Reserves on consolidation $(6,078,200) Closing consolidated Reserves $1,034,205 |
Opening Iron Mountain Reserves at 31 December 2008 $1,034,205 Opening Aluminex Resources Reserves at 31 December 2008 $6,078,200 $7,112,405 Elimination of Aluminex Resources Reserves on consolidation $(6,078,200) Closing consolidated Reserves $1,034,205 |
|---|---|---|
| Opening Iron Mountain Reserves at 31 December 2008 Opening Aluminex Resources Reserves at 31 December 2008 Elimination of Aluminex Resources Reserves on consolidation Closing consolidated Reserves |
$1,034,205 $6,078,200 |
|
| $7,112,405 | ||
| $(6,078,200) | ||
| $1,034,205 | ||
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(n) Reconciliation of Accumulated Losses
| Opening Iron Mountain Accumulated Losses at 31 December 2008 $(2,608,376) Opening Aluminex Resources Accumulated Losses at 31 December 2008 $(7,759,051) $(10,367,427) Fair value adjustment reflected in Aluminex Resources accounting records (refer to (f) above) $5,173,803 Elimination of Aluminex Resources fair value adjustment on consolidation $(5,173,803) Elimination of pre-acquisition retained earnings of Aluminex Resources $7,759,051 Expensing of Acquisition Costs $(100,000) Closing consolidated Accumulated Losses $(2,708,376) |
Opening Iron Mountain Accumulated Losses at 31 December 2008 $(2,608,376) Opening Aluminex Resources Accumulated Losses at 31 December 2008 $(7,759,051) $(10,367,427) Fair value adjustment reflected in Aluminex Resources accounting records (refer to (f) above) $5,173,803 Elimination of Aluminex Resources fair value adjustment on consolidation $(5,173,803) Elimination of pre-acquisition retained earnings of Aluminex Resources $7,759,051 Expensing of Acquisition Costs $(100,000) Closing consolidated Accumulated Losses $(2,708,376) |
Opening Iron Mountain Accumulated Losses at 31 December 2008 $(2,608,376) Opening Aluminex Resources Accumulated Losses at 31 December 2008 $(7,759,051) $(10,367,427) Fair value adjustment reflected in Aluminex Resources accounting records (refer to (f) above) $5,173,803 Elimination of Aluminex Resources fair value adjustment on consolidation $(5,173,803) Elimination of pre-acquisition retained earnings of Aluminex Resources $7,759,051 Expensing of Acquisition Costs $(100,000) Closing consolidated Accumulated Losses $(2,708,376) |
|---|---|---|
| Opening Iron Mountain Accumulated Losses at 31 December 2008 Opening Aluminex Resources Accumulated Losses at 31 December 2008 Fair value adjustment reflected in Aluminex Resources accounting records (refer to (f) above) Elimination of Aluminex Resources fair value adjustment on consolidation Elimination of pre-acquisition retained earnings of Aluminex Resources Expensing of Acquisition Costs Closing consolidated Accumulated Losses |
$(2,608,376) $(7,759,051) |
|
| $(10,367,427) | ||
| $5,173,803 $(5,173,803) $7,759,051 $(100,000) |
||
| $(2,708,376) | ||
PART C - INTENTIONS
5. IRON MOUNTAIN'S INTENTIONS
5.1 INTRODUCTION
This section 5 sets out Iron Mountain's intentions in relation to:
-
(a) the continuation of the business of Aluminex Resources;
-
(b) any major changes to the business of Aluminex Resources and any redeployment of the fixed assets of Aluminex Resources; and
-
(c) the future of the Aluminex Resources Board.
These intentions are based on the information concerning Aluminex Resources, its business and the general business environment which is known to Iron Mountain at the time of preparation of this Bidder's Statement, which is limited to publicly available information.
Final decisions regarding these matters will only be made by Iron Mountain in light of material information and circumstances at the relevant time. Accordingly, the statements set out in this section 5 are statements of current intention only, which may change as new information becomes available to Iron Mountain or as circumstances change.
5.2 INTENTIONS UPON ACQUISITION OF 90% OR MORE OF THE ALUMINEX RESOURCES SHARES
This section 5.2 sets out Iron Mountain's current intentions if Iron Mountain acquires relevant interests in 90% or more of the Aluminex Resources Shares and it is entitled to proceed to compulsory acquisition of the remaining Aluminex Resources Shares under the Corporations Act.
(a) Corporate matters
It is intended that Iron Mountain would:
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-
(i) proceed with compulsory acquisition of the outstanding Aluminex Resources Shares (including any Aluminex Resources Shares issued as a result of the exercise of Aluminex Resources Options after the end of the Offer Period and in the six weeks after Iron Mountain gives the compulsory acquisition notices) in accordance with the provisions of Chapter 6A of the Corporations Act;
-
(ii) not retain the members of the Aluminex Resources Board; and
-
(iii) if it becomes entitled to do so under the Corporations Act, seek to compulsorily acquire the Aluminex Resources Options which have not been exercised and that have not lapsed, and where other negotiated arrangements have not been agreed in relation to those Aluminex Resources Options.
(b) Exploration
Iron Mountain intends to continue exploring the Aluminex Resources’ tenements.
- (c) Executives and employees
Aluminex Resources does not have any executives or employees.
(d) Tax Consolidation
Iron Mountain does not have any specific intentions in relation to the formation of a tax consolidated group incorporating Iron Mountain and Aluminex Resources. Iron Mountain intends to conduct a detailed review of the relevant legislation to determine eligibility and to weigh up the potential benefits and disadvantages associated with making an election to form a consolidated tax group. Potential factors to be considered in this review include the availability of tax losses for the tax consolidated group, the ability to reset tax costs of Aluminex Resources' fixed assets and administration consequences.
The ability of Iron Mountain to capture any benefits and quantify costs will depend on amongst other things the detailed information to be provided by Aluminex Resources and discussions with Aluminex Resources management. Any attempt to quantify these benefits and costs at this time would be speculative.
5.3 INTENTIONS UPON ACQUISITION OF MORE THAN 50% OF THE ALUMINEX RESOURCES SHARES, BUT LESS THAN 90%
This section 5.3 sets out Iron Mountain's current intentions if Iron Mountain acquires relevant interests in greater than 50% but less than 90% of the Aluminex Resources Shares. The implementation of any steps referred to in this section 5.3 would only be undertaken where those steps are in accordance with all applicable legal and regulatory requirements, the Listing Rules, and the fiduciary and statutory duties of the directors of Aluminex Resources. In particular, the Aluminex Resources directors may only implement any such steps if they consider the steps to be in the best interests of Aluminex Resources Shareholders as a whole.
(a) Corporate matters
It is intended that Iron Mountain would:
- (i) request the appointment of nominees of Iron Mountain to the board such that the Iron Mountain nominees comprised a majority of the board.
(b)
Other matters
If Iron Mountain acquires relevant interests in greater than 50% but less than 90% of the Aluminex Resources Shares, Iron Mountain's intentions in relation to:
- (i) the exploration activities of Aluminex Resources; and
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(ii) the executives and employees of Aluminex Resources,
are the same as those set out in paragraphs (b) and (c) of section 5.2.
5.4 INTENTIONS UPON ACQUISITION OF LESS THAN 50% OF THE ALUMINEX RESOURCES SHARES
The Offer includes a 50% minimum acceptance condition (see section 10.1). While Iron Mountain has no present intention to waive that condition, it reserves its right to declare the Offer free of that condition (or any other Defeating Condition of the Offer).
In those circumstances, Iron Mountain's actions will be dependent on the percentage of Aluminex Resources Shares acquired under the Offers. Iron Mountain has therefore not formed a view on its intentions upon acquisition of less than 50% of Aluminex Resources Shares. However, Iron Mountain may seek to implement the intentions set out in this section 5 to the extent that it is lawfully able to do so.
5.5 OTHER INTENTIONS
Subject to the above, including the outcome of the review of Aluminex Resources operations to be undertaken by Iron Mountain, it is the present intention of Iron Mountain, on the basis of the information concerning Aluminex Resources which is known to it at the date of this Bidder's Statement and the existing circumstances affecting the business of Aluminex Resources, that:
-
(a) the business of Aluminex Resources will otherwise be continued in substantially the same manner as it is presently being conducted;
-
(b) no other major changes will be made to the business of Aluminex Resources;
-
(c) there will not be any other redeployment of the fixed assets of Aluminex Resources.
5.6 UNCERTAIN BENEFITS TO IRON MOUNTAIN
Some of the intentions noted in this section 5 may provide benefits to Iron Mountain that are not currently available to Aluminex Resources Shareholders. The exact extent and timing of those benefits are currently uncertain, and the ability of Iron Mountain to capture any benefits will depend on, amongst other things, detailed review and expert reports, particularly in the ability to sell exploration tenements.
Any attempt to quantify these benefits at this time would be speculative.
PART D – THE OFFER TERMS
6. THE OFFER
6.1 OFFER FOR YOUR ALUMINEX RESOURCES SHARES AND ALUMINEX RESOURCES OPTIONS
Iron Mountain offers to acquire all of your Aluminex Resources Shares on the terms set out in this Offer.
This Offer extends to all Aluminex Resources Shares and Aluminex Resources Options that are issued during the period from the Register Date to the end of the Offer Period due to the conversion of, or exercise of rights attached to, Aluminex Resources Options which are on issue at the Register Date.
You may only accept this Offer for all of your Aluminex Resources Shares.
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6.2 OFFER INCLUDES RIGHTS
If Iron Mountain acquires your Aluminex Resources Shares under this Offer, Iron Mountain is also entitled to any Rights attached to those Aluminex Resources Shares and Aluminex Resources Options.
6.3 CONSIDERATION
Iron Mountain offers 1 Iron Mountain Share for every 1 of your Aluminex Resources Shares.
6.4 INELIGIBLE FOREIGN SHAREHOLDERS
If you are an Ineligible Foreign Shareholder then despite any other provision of this Offer, you are offered and will be paid a cash amount for your Aluminex Resources Shares calculated under section 11.7.
6.5 ROUNDING OF IRON MOUNTAIN SHARES
If you become entitled to a fraction of an Iron Mountain Share under this Offer, the number of Iron Mountain Shares you are entitled to will be rounded up to the nearest whole number. If Iron Mountain reasonably believes that a Aluminex Resources Shareholder's holdings have been created or manipulated to take advantage of rounding up, then any fractional element will be aggregated or rounded down to the lowest whole number of Iron Mountain Shares.
6.6 RANKING OF IRON MOUNTAIN SHARES
The Iron Mountain Shares issued under the Offer will be issued fully paid and will rank equally for dividends and other rights with existing Iron Mountain Shares.
6.7 OFFICIAL QUOTATION OF IRON MOUNTAIN SHARES
Iron Mountain will apply for official quotation of the Iron Mountain Shares issued to you under this Offer on ASX within 7 days after' the date on which the Bidder's Statement is given to Aluminex Resources. Quotation will not be automatic but will depend on ASX exercising its discretion. Iron Mountain has already been admitted to the official list of ASX and shares in Iron Mountain of the same class as those to be issued under this Offer are already quoted. But Iron Mountain cannot guarantee, and does not represent or imply, that the Iron Mountain Shares will be listed
7. OFFER PERIOD
Unless withdrawn, this Offer is open during the period that begins on the date of this Offer and ends at 7.00 pm (Perth time):
-
(a) on 19 November 2009; or
-
(b) on any date to which the period of this Offer is extended under section 13 or as required by the Corporations Act.
8. HOW TO ACCEPT THIS OFFER
8.1 ACCEPT FOR ALL OF YOUR ALUMINEX RESOURCES SHARES
You may only accept this Offer for all of your Aluminex Resources Shares. If you accept the Offer, you will be taken to have accepted the Offer for all your Aluminex Resources Shares (including any additional Aluminex Resources Shares registered as held by you at the date your acceptance is processed despite any difference between that number and the number of Aluminex Resources Shares specified when you accept this Offer).
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8.2 FOREIGN LAWS
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.
9. YOUR AGREEMENT RESULTING FROM ACCEPTANCE
9.1 EFFECT OF ACCEPTANCE FORM
By signing and returning the Acceptance Form in accordance with section 8, you authorise Iron Mountain and each of its officers and agents to correct any errors in, or omissions from, the Acceptance Form necessary to:
-
(i) make it an effective acceptance of this Offer for your Acceptance Shares; and
-
(ii) enable the transfer of your Acceptance Shares to Iron Mountain; and
9.2 YOUR AGREEMENT
By signing and returning the Acceptance Form or otherwise accepting this Offer in accordance with section 8, you:
-
(a) accept this Offer in respect of your Acceptance Shares;
-
(b) represent and warrant to Iron Mountain that all your Acceptance Shares will at the time of your acceptance of this Offer and of transfer to Iron Mountain be fully paid up;
-
(c) represent and warrant that you are not an Ineligible Foreign Shareholder, unless otherwise indicated on the Acceptance Form, and acknowledge and agree that if you are a Foreign Shareholder, or Iron Mountain believes you are an Ineligible Foreign Shareholder, section 11.7 applies to you;
-
(d) transfer, or consent to the transfer in accordance with the ASTC Settlement Rules of, your Acceptance Shares to Iron Mountain subject to the conditions of the constitution of Aluminex Resources on which they were held immediately before your acceptance of this Offer (and Iron Mountain agrees to take those Acceptance Shares subject to those conditions);
-
(e) if and when the contract resulting from your acceptance of this Offer becomes unconditional (even though Iron Mountain has not yet paid or provided the consideration due to you), irrevocably appoint Iron Mountain and each director of, and any nominee of, Iron Mountain as your attorney to:
-
(i) attend and vote in respect of your Acceptance Shares at all general and class meetings of Aluminex Resources;
-
(ii) execute all forms, notices, documents (including a document appointing a director of Iron Mountain as a proxy for any of your Acceptance Shares and resolutions relating to your Acceptance Shares and generally to exercise all powers and rights which you have as the registered holder of your Acceptance Shares;
-
(iii) direct Aluminex Resources to pay to Iron Mountain or to account to Iron Mountain for all Rights attaching to your Acceptance Shares, subject however to any such Rights received by Iron Mountain being accounted for by Iron Mountain to you, in the event that this Offer is withdrawn or avoided;
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-
(f) agree that in exercising the powers conferred by the power of attorney in section (e), Iron Mountain and each of its directors and its nominee is entitled to act in the interest of Iron Mountain;
-
(g) agree not to attend or vote in person at any general meeting of Aluminex Resources or to exercise, or to purport to exercise, (in person, by proxy or otherwise) any of the powers conferred on the directors of Iron Mountain by section (e);
-
(h) unless section 11.7 applies to you:
-
(i) agree to accept the Iron Mountain Shares to which you become entitled by accepting this Offer subject to the constitution of Iron Mountain and authorise Iron Mountain to place your name on its register of members for those Iron Mountain Shares; and
-
(i) you agree to indemnify Iron Mountain and its agents (and each of them) in respect of any claim or action against it or any loss, damage, or liability whatsoever incurred by it as a result of you not producing your Holder Identification Number or Securityholder Reference Number or in consequence of the transfer of your Acceptance Shares being registered by Aluminex Resources without production of your Holder Identification Number or Securityholder Reference Number.
9.3
POWERS OF ATTORNEY
If the Acceptance Form is signed under power of attorney, the attorney declares that the attorney has no notice of revocation of the power and is empowered to delegate powers under the power of attorney under section 9.1 and paragraphs (e) and (h) of section 9.2.
9.4
VALIDATION OF OTHERWISE INEFFECTIVE ACCEPTANCES
Except for Aluminex Resources Shares in a CHESS Holding, Iron Mountain may treat the receipt by it of a signed Acceptance Form as a valid acceptance of this Offer even though it does not receive the other documents required by the instructions on the Acceptance Form or there is not compliance with any one or more of the other requirements for acceptance. If Iron Mountain does treat such an Acceptance Form as valid, subject to section 11, Iron Mountain will not be obliged to give you the consideration until Iron Mountain receives all those documents and all of the requirements for acceptance referred to in section 8.3 and in the Acceptance Form have been met.
10. DEFEATING CONDITIONS
10.1 DEFEATING CONDITIONS OF THIS OFFER
This Offer and the contract resulting from acceptance of this Offer are subject to fulfilment of the following Defeating Conditions:
(a) Minimum acceptance condition
At the end of the Offer Period, Iron Mountain has a relevant interest in more than 50% (by number) of the sum of the number of Aluminex Resources Shares on issue at that time and the number of Aluminex Resources Shares required to be issued on the exercise of rights attached to all Aluminex Resources Options in existence at that time.
(b) Approvals by Public Authorities
Before the end of the Offer Period:
- (i) Iron Mountain receives all Approvals which are required by law or by any Public Authority to permit the Offers to be made to and accepted by Aluminex Resources shareholders in all applicable jurisdictions; and
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- (ii) Iron Mountain receives all Approvals which are required by law or by any Public Authority as a result of the Offers or the successful acquisition of the Aluminex Resources Shares,
and, in each case, those Approvals are on an unconditional basis and remain in force in all respects and there is no notice, intimation or indication of intention to revoke, suspend, restrict, modify or not renew those Approvals.
(c) No action by Public Authority adversely affecting the Offer
During the Condition Period:
-
(i) there is not in effect any preliminary or final decision, order or decree issued by a Public Authority;
-
(ii) no action or investigation is instituted, or threatened by any Public Authority; or
-
(iii) no application is made to any Public Authority (other than an application by Iron Mountain),
in consequence of, or in conjunction with, the Offer, which:
-
(iv) restrains or prohibits or threatens to restrain or prohibit, or may otherwise materially adversely impact upon:
-
(A) the making of the Offers; or
-
(B) the rights of Iron Mountain in respect of Aluminex Resources or the Aluminex Resources Shares to be acquired under the Offer or otherwise; or
-
(v) seeks to require the divestiture by Iron Mountain of any Aluminex Resources Shares, or the divestiture of any assets by Aluminex Resources or Iron Mountain.
(d)
Change of control
During the Condition Period, every person who has or will have any right (whether subject to conditions or not) under any Material Agreement as a result of Iron Mountain acquiring Aluminex Resources Shares to:
-
(i) acquire, or require the disposal of, or require Aluminex Resources or a subsidiary of Aluminex Resources to offer to dispose of, any material asset of Aluminex Resources or a subsidiary of Aluminex Resources; or
-
(ii) terminate, or vary the terms or performance of, any material agreement or arrangement with Aluminex Resources or a subsidiary of Aluminex Resources (including without limitation by accelerating any payment required to be made under that agreement or arrangement) ,
provides in writing an enforceable, irrevocable and unconditional waiver or release of that right to Aluminex Resources, and Aluminex Resources provides a copy of that release or waiver to Iron Mountain.
(e) No material transactions
During the Condition Period, none of Aluminex Resources and any subsidiary of Aluminex Resources:
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-
(i) acquires, offers to acquire or agrees to acquire one or more companies or assets (or an interest in one or more companies or assets) for an amount in aggregate greater than $1.0 million;
-
(ii) disposes, offers to dispose or agrees to dispose of one or more companies or assets (or an interest in one or more companies or assets) for an amount in aggregate greater than $1.0 million or makes an announcement in relation to such a disposal;
-
(iii) enters into, offers to enter into or announces that it proposes to enter into any joint venture or partnership or dual listed company structure, involving a commitment of in aggregate greater than $1.0 million;
-
(iv) incurs or commits to, or grants to another person a right the exercise of which would involve Aluminex Resources incurring or committing to, any capital expenditure or liability in respect of one or more related items of in aggregate greater than $1.0 million; or
-
(v) discloses (without having disclosed to ASX prior to the Announcement Date) the existence of any matter described in sub-paragraphs (i) to (iv) above, or announces an intention or proposal to do anything described in sub-paragraphs (i) to (iv) above.
(f) No material adverse change
During the Condition Period:
-
(i) there is no occurrence or matter, including (without limitation):
-
(A) any change in the status or terms of arrangements entered into with Aluminex Resources or any of its subsidiaries or the status or terms of any Approvals which are applicable to Aluminex Resources or any of its subsidiaries (whether or not wholly or partly attributable to the making of the Offer, or the acquisition of Aluminex Resources Shares under the Offer);
-
(B) any liability for duty or tax;
-
(C) any liability resulting from a change of control of Aluminex Resources; or
-
(D) any change in the law (whether retrospective or not),
that (individually or together with others) has or could reasonably be expected to have a materially adverse effect on the assets, liabilities, financial or trading position, profitability, production or prospects of Aluminex Resources and its subsidiaries taken as a whole; and
- (ii) no occurrence or matter, as described in sub-paragraph (i), which occurred before the Announcement Date but was not apparent from publicly available information before then, becomes public.
(g) No prescribed occurrences
None of the following events happens during the period beginning on the date this Bidder's Statement is given to Aluminex Resources and ending at the end of the Offer Period:
- (i) Aluminex Resources converts all or any of its shares into a larger or smaller number of shares;
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-
(ii) Aluminex Resources or a subsidiary of Aluminex Resources resolves to reduce its share capital in any way;
-
(iii) Aluminex Resources or a subsidiary of Aluminex Resources:
-
(A) enters into a buy-back agreement; or
-
(B) resolves to approve the terms of a buy-back agreement under section 257C(1) or 257D(1) of the Corporations Act;
-
(iv) Aluminex Resources or a subsidiary of Aluminex Resources issues shares or grants an option over its shares, or agrees to make such an issue or grant such an option, other than the issue of Aluminex Resources Shares on the exercise of Aluminex Resources Options on issue at the Register Date;
-
(v) Aluminex Resources or a subsidiary of Aluminex Resources issues, or agrees to issue, convertible notes;
-
(vi) Aluminex Resources or a subsidiary of Aluminex Resources disposes, or agrees to dispose, of the whole, or a substantial part, of its business or property;
-
(vii) Aluminex Resources or a subsidiary of Aluminex Resources charges, or agrees to charge, the whole, or a substantial part, of its business or property;
-
(viii) Aluminex Resources or a subsidiary of Aluminex Resources resolves to be wound up;
-
(ix) the appointment of a liquidator or provisional liquidator of Aluminex Resources or of a subsidiary of Aluminex Resources;
-
(x) a court makes an order for the winding up of Aluminex Resources or of a subsidiary of Aluminex Resources;
-
(xi) an administrator of Aluminex Resources, or of a subsidiary of Aluminex Resources, is appointed under section 436A, 436B or 436C of the Corporations Act;
-
(xii) Aluminex Resources or a subsidiary of Aluminex Resources executes a deed of company arrangement; or
-
(xiii) a receiver, or a receiver and manager, is appointed in relation to the whole, or a substantial part, of the property of Aluminex Resources or of a subsidiary of Aluminex Resources.
(h) No prescribed occurrences between announcement and service
None of the events listed in sub-paragraphs (i) to (xiii) of paragraph (g) happens during the period beginning on the Announcement Date and ending at the end of the day before this Bidder's Statement is given to Aluminex Resources.
(i) No dividends or distributions
During the Condition Period, none of Aluminex Resources and any subsidiary of Aluminex Resources, declares, distributes, or resolves to pay or provide any dividend, bonus or other share of its profits or assets.
(j) Conduct of Aluminex Resources’ business
During the Condition Period, none of Aluminex Resources and any subsidiary of Aluminex Resources:
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-
(i) gives or agrees to give any Encumbrance over any of its assets otherwise than in the ordinary course of business;
-
(ii) borrows or agrees to borrow any money (except for temporary borrowing from its bankers in the ordinary course of business);
-
(iii) releases, discharges or modifies any substantial obligation to it of any person, firm or corporation or agrees to do so;
-
(iv) conducts its business otherwise than in the ordinary course;
-
(v) has threatened or commenced against it any material claims or proceedings in any court or tribunal (including, but not limited to, a petition for winding up or an application for appointment of a receiver or receiver and manager);
-
(vi) becomes subject to investigation under the Australian Securities and Investments Commission Act 2001 (Cth) or any corresponding legislation; or
-
(vii) discloses (without having disclosed to ASX prior to the Announcement Date) the existence of any matter described in sub-paragraphs (i) to (vi) above, or announces an intention or proposal to do anything described in subparagraphs (i) to (vi) above.
(k)
S&P/ASX200 index
During the Condition Period, the S&P/ASX 200 Index does not close below 3,000 for 3 or more consecutive trading days.
(l) No material failings in filings
Iron Mountain does not become aware, during the Condition Period, that any document filed by or on behalf of Aluminex Resources with ASIC contains a statement which is incorrect or misleading in any material particular or from which there is a material omission.
10.2 SEPARATE DEFEATING CONDITIONS FOR BENEFIT OF IRON MOUNTAIN
Each of the Defeating Conditions set out in each paragraph, sub-paragraph and sub-subparagraph, of section 10.1:
-
(a) is and must be construed as a separate condition; and
-
(b) subject to the Corporations Act, operates only for the benefit of Iron Mountain and any breach or non-fulfilment of such condition may be relied upon only by Iron Mountain which may waive (generally or in respect of a particular event) the breach or nonfulfilment of that condition.
10.3 NATURE OF DEFEATING CONDITIONS
None of the Defeating Conditions prevents a contract to sell your Acceptance Shares resulting from your acceptance of this Offer but:
-
(a) breach of any of the Defeating Conditions entitles Iron Mountain to rescind that contract by notice to you; and
-
(b) non fulfilment of any of the Defeating Conditions at the end of the Offer Period will have the consequences set out in section 10.6.
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10.4 NOTICE DECLARING OFFERS FREE OF DEFEATING CONDITIONS
Subject to the Corporations Act, Iron Mountain may declare this Offer and any contract resulting from acceptance of this Offer free from any of the Defeating Conditions by giving written notice to Aluminex Resources:
-
(a) in the case of the Defeating Conditions in section 10.1(g), not later than 3 business days after the end of the Offer Period; and
-
(b) in the case of all other Defeating Conditions, not less than 7 days before the last day of the Offer Period.
10.5 NOTICE PUBLICATION DATE
The date for giving the notice on the status of the Defeating Conditions is 12 November 2009 (subject to extension in accordance with the Corporations Act if the Offer Period is extended under the Corporations Act).
10.6 CONTRACT VOID IF DEFEATING CONDITIONS NOT FULFILLED
Your acceptance or the contract resulting from your acceptance of this Offer is void if:
-
(a) at the end of the Offer Period any of the Defeating Conditions in section 10.1 is not fulfilled; and
-
(b) Iron Mountain has not declared this Offer and any contract resulting from the acceptance of it free of that Defeating Condition in accordance with section 10.4.
11. PROVISION OF CONSIDERATION
11.1 WHEN YOU WILL BE PAID THE CONSIDERATION
Subject to this section 11 and the Corporations Act, if you accept this Offer Iron Mountain will provide the consideration for your Acceptance Shares to you on or before the earlier of:
-
(a) the day 1 month after you accept this Offer or, if this Offer is subject to a Defeating Condition when accepted, 1 month after the contract resulting from your acceptance becomes unconditional; and
-
(b) the day 21 days after the end of the Offer Period.
11.2 ACCEPTANCE FORM REQUIRES ADDITIONAL DOCUMENTS
Where documents are required to be given to Iron Mountain with your acceptance to enable Iron Mountain to become the holder of your Acceptance Shares (such as a power of attorney):
-
(a) if the documents are given with your acceptance, Iron Mountain will provide the consideration in accordance with section 11.1;
-
(b) if the documents are given after your acceptance and before the end of the Offer Period while the Offer is subject to a Defeating Condition, Iron Mountain will provide the consideration by the end of whichever of the following periods ends first:
-
(i) 1 month after the contract resulting from your acceptance becomes unconditional; and
-
(ii) 21 days after the end of the Offer Period;
-
(c) if the documents are given after your acceptance and before the end of the Offer Period while the Offer is no longer subject to a Defeating Condition, Iron Mountain will provide the consideration by the end of whichever of the following periods ends first:
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-
(i) 1 month after Iron Mountain is given the documents; and
-
(ii) 21 days after the end of the Offer Period; or
-
(d) if the documents are given after the end of the Offer Period, Iron Mountain will provide the consideration within 21 days after the documents are given. However, if at the time Iron Mountain is given the documents the contract resulting from acceptance of the Offer is still subject to a Defeating Condition in section 10(h), Iron Mountain will provide the consideration within 21 days after the contract becomes unconditional.
11.3 DELIVERY OF CONSIDERATION
Subject to the Corporations Act, Iron Mountain forward a cheque in respect of the cash component paid to Ineligible Foreign Shareholders and will send a statement confirming the issue of the Iron Mountain Shares due to you by pre-paid ordinary mail, or in the case of an address outside Australia by airmail, to the address shown in the acceptance registered maintained by Iron Mountain that will be updated from time to time from the Aluminex Resources’ register.
11.4
RETURN OR DESTRUCTION OF DOCUMENTS
If this Offer does not become unconditional or any contract arising from this Offer is rescinded by Iron Mountain on the grounds of a breach of a condition of that contract, Iron Mountain will, at its election, return by post to you at the address shown on the acceptance registered maintained by Iron Mountain that will be updated from time to time from the Aluminex Resources’ register any Acceptance Form and any other documents sent with it by you or destroy those documents and notify ASX of this.
11.5
UNMARKETABLE PARCELS
If the total number of Iron Mountain Shares you are entitled to receive as consideration under this Offer is an Unmarketable Parcel, you will be issued with, and will be entitled to retain, those shares. Iron Mountain will implement a mechanism to efficiently reduce the number of Unmarketable Parcels that are held by Iron Mountain shareholders as a result of this Offer.
11.6 RIGHTS
If Iron Mountain becomes entitled to any Rights as a result of your acceptance of this Offer, it may require you to give to Iron Mountain all documents necessary to vest title to those Rights in Iron Mountain. If you do not give those documents to Iron Mountain, or if you have received or are entitled to receive (or any previous holder of your Acceptance Shares has received or is entitled to receive) the benefit of those Rights, Iron Mountain may deduct the amount (or value as reasonably assessed by Iron Mountain) of such Rights (including the value of any franking credits) from the consideration due to you (based on the volume weighted average price of Iron Mountain Shares in the ordinary course of trading on ASX during the two full trading days immediately prior to the date that Iron Mountain provides such consideration). If Iron Mountain does not, or cannot, make such a deduction from the consideration due to you, you must pay that amount to Iron Mountain.
11.7 INELIGIBLE FOREIGN SHAREHOLDERS
If you are an Ineligible Foreign Shareholder and you accept this Offer you will not be entitled to receive Iron Mountain Shares as consideration for your Acceptance Shares. Instead Iron Mountain will:
- (a) arrange for the issue to a nominee approved by ASIC of the number of Iron Mountain Shares to which you and all other Ineligible Foreign Shareholders would have been entitled but for this section and the equivalent section in each of the Offers;
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-
(b) cause those Iron Mountain Shares to be offered for sale on ASX as soon as practicable after the end of the Offer Period and otherwise in such manner, at such price and on such terms as are determined by the nominee; and
-
(c) cause the amount ascertained in accordance with the formula below to be paid to you:
-
"net proceeds of sale" is the amount remaining after deducting the expenses of sale and of appointing the nominee from the total proceeds of sale of the Iron Mountain Shares issued to the nominee under this section and the equivalent section in each of the Offers;
-
"your Iron Mountain Shares" is the number of Iron Mountain Shares which would, but for this section, have been issued to you; and
-
"total Iron Mountain Shares" is the total number of Iron Mountain Shares issued to the nominee under this section and the equivalent section in each of the Offers.
You will be paid by cheque in Australian currency. The cheque will be sent at your risk by prepaid airmail to the address shown in the acceptance registered maintained by Iron Mountain that will be updated from time to time from the Aluminex Resources’ register.
11.8
NON-AUSTRALIAN RESIDENTS
If, at the time of acceptance of this Offer or provision of the consideration under it, any authority or clearance of the Reserve Bank of Australia or of the Australian Taxation Office is required for you to receive any consideration under this Offer or you are a resident in or a resident of a place to which, or you are a person to whom:
-
(a) the Banking (Foreign Exchange) Regulations 1959 (Cth);
-
(b) the Charter of the United Nations (Terrorism and Dealing with Assets) Regulations 2002 (Cth);
-
(c) the Charter of the United Nations (Sanctions - Afghanistan) Regulations 2001 (Cth);
-
(d) the Iraq (Reconstruction and Repeal of Sanctions) Regulations 2003 (Cth); or
-
(e) any other law of Australia that would make it unlawful for Iron Mountain to provide consideration for your Aluminex Resources Shares,
applies, then acceptance of this Offer will not create or transfer to you any right (contractual or contingent) to receive the consideration specified in this Offer unless and until all requisite authorities or clearances have been obtained by Iron Mountain. See section 20.2 of this Bidder's Statement for information as to whether this restriction applies to you.
11.9
COSTS AND STAMP DUTY
Iron Mountain will pay all costs and expenses of the preparation and circulation of the Offers and any stamp duty payable on the transfer of any Aluminex Resources Shares to Iron Mountain.
12. OFFEREES
12.1 REGISTERED HOLDERS
Iron Mountain is making an offer in the form of this Offer to:
- (a) each holder of Aluminex Resources Shares registered in the register of members of Aluminex Resources at the Register Date; and
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- (b) any person who becomes registered, or entitled to be registered, as the holder of Aluminex Resources Shares from the Register Date to the end of the Offer Period due to the conversion of, or the exercise of rights attached to, Aluminex Resources Options which are on issue on the Register Date.
Accordingly, the Offers and copies of this Bidder's Statement will be sent to holders of Aluminex Resources Shares and Aluminex Resources Options at the Register Date.
12.2
TRANSFEREES
This Offer extends to any person who is able during the Offer Period to give good title to a parcel of your Aluminex Resources Shares. That person may accept as if an Offer on terms identical to this Offer had been made to them for those Aluminex Resources Shares.
12.3
TRUSTEES AND NOMINEES
If during the Offer Period and before you accept this Offer your Aluminex Resources Shares consist of two or more separate and distinct parcels within the meaning of section 653B of the Corporations Act (for example, because you are a trustee or nominee for several distinct beneficial owners), section 653B of the Corporations Act will apply so that::
-
(a) Iron Mountain is taken to have made a separate Offer to you for each separate and distinct parcel of Aluminex Resources Shares; and
-
(b) acceptance by you of the Offer for any distinct parcel of Aluminex Resources Shares is ineffective unless:
-
(i) you give Iron Mountain notice in accordance with section 12.4 stating that your Aluminex Resources Shares consist of separate and distinct parcels; and
-
(ii) your acceptance specifies the number of Aluminex Resources Shares in each separate and distinct parcel to which the acceptance relates.
12.4 NOTICES BY TRUSTEES AND NOMINEES
The notice required under section 12.3(b)(i):
-
(a) if it relates to Aluminex Resources Shares not in a CHESS Holding, must be in writing; or
-
(b) if it relates to Aluminex Resources Shares in a CHESS Holding, must be in an electronic form approved under the ASTC Settlement Rules for the purposes of Part 6.8 of the Corporations Act.
13. VARIATION AND WITHDRAWAL OF OFFER
13.1 VARIATION
Iron Mountain may vary this Offer in accordance with the Corporations Act.
13.2 WITHDRAWAL
In accordance with section 652B of the Corporations Act, Iron Mountain may withdraw this Offer with the written consent of ASIC and subject to the conditions (if any) which apply to that consent.
13.3 GOVERNING LAW
This Offer and any contract resulting from acceptance of it is governed by the law in force in Western Australia.
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PART E - AUSTRALIAN TAX CONSIDERATIONS FOR ALUMINEX RESOURCES SHAREHOLDERS
14. ACCEPTING THE OFFER AND DISPOSING OF ALUMINEX RESOURCES SHARES
As each Aluminex Resources shareholders hold a position with respect to the taxation consequences of accepting the Iron Mountain offer is unique Iron Mountain does not propose to set out possible taxation consequences . Iron Mountain strongly recommends that Aluminex Resources shareholders obtain advice from their advisors as to the taxation consequences arising from accepting the Iron Mountain offer prior to acceptance.
PART F – RISK FACTORS
15. RISK FACTORS
15.1 OVERVIEW
Aluminex Resources shareholders who accept the Offer will become shareholders in Iron Mountain. The financial performance and operations of Iron Mountain's businesses, the price of Iron Mountain Shares and therefore the returns received by Iron Mountain shareholders will be influenced by a range of factors. Some of these factors can be mitigated by the use of safeguards and appropriate commercial action. However, many of these factors are beyond the control of Iron Mountain and the Iron Mountain board.
This section describes certain risk factors associated with an investment in Iron Mountain. Aluminex Resources shareholders should consider carefully these risk factors and the other information contained in this Bidder's Statement.
15.2 INVESTMENT RISK
Aluminex Resources shareholders should be aware that there are risks associated with an investment in shares quoted on a stock exchange. Share price movements could affect the value of the consideration paid under the Offer and the value of any investment in Iron Mountain. The value of Iron Mountain Shares can be expected to fluctuate depending on various factors including general worldwide economic conditions, changes in government policies, investor perceptions, and movements in interest rates and stock markets, as well as the performance of Iron Mountain, including exploration results. There is no guarantee of profitability, dividends, return of capital, or the price at which the Iron Mountain Shares will trade on ASX after completion of the Offer. The past performance of Iron Mountain is not necessarily an indication as to future performance as the trading price of shares can go up or down.
15.3 GENERAL ECONOMIC CONDITIONS
Factors, such as, but not limited to the following, could impact on Iron Mountain's revenues, operating costs, profit margins and share price:
-
movements in the Australian dollar and world commodity prices,
-
economic conditions in Australia and overseas, and
-
movements in domestic and international interest rates and share markets.
Whilst Iron Mountain will attempt to mitigate these factors by implementing appropriate safeguards and commercial actions, these factors are largely beyond the control of Iron Mountain.
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15.4 MARKET CONDITIONS
The profitability of Iron Mountain will depend, in part, on market factors. World market prices for metals and minerals are subject to many variables and may fluctuate significantly.
15.5 OPERATING RISKS
Iron Mountain's future operating performance, financial position and profitability will be subject to the types of risks inherent to direct investment in mining and exploration activities, including:
-
metallurgical issues that may affect mineral recoveries and plant performance;
-
unexpected adverse geological or geotechnical issues which can cause stoppages or affect the ability to meet contractual commitments for delivery of products;
-
exploration results;
-
increases in the cost of supplies, raw materials and capital and operating equipment can adversely impact operating and capital costs; and
-
environmental and safety issues.
Other commercial risks include Aluminex Resources’ existing borrowing commitments. The interest rate risk attached to these borrowings may or may not be hedged to the full extent To the extent borrowings are not at fixed interest rates or are not fully hedged, those borrowings will be exposed to movements in interest rates.
15.6 GROWTH
Iron Mountain will continue to seek to grow both organically and through new investment opportunities.
15.7 LEGISLATION
Changes to legislation or government policy in Australia or overseas could be detrimental to participants or investors in the resources industry and may have a negative impact on Iron Mountain.
15.8 INTEGRATION RISK
Possible synergies and efficiencies are described in section 5 of this Bidder's Statement. Iron Mountain expects that value can be added for shareholders of the merged entity by the efficient and timely integration of the businesses. If Iron Mountain is unable to acquire 90% of Aluminex Resources’ Shares, or to acquire a controlling shareholding in Aluminex Resources, under the Offer and elects to waive the minimum acceptance condition, it may not achieve all the benefits described in section 5 of this Bidder's Statement.
Conduct and timing of the integration will depend on the results of the review of Aluminex Resources referred to in section 5 of this Bidder's Statement. However, the risk exists that any integration may take longer than expected or that any efficiencies may be less than estimated.
PART G – ADDITIONAL INFORMATION
16. INFORMATION ON SECURITIES IN IRON MOUNTAIN
16.1 IRON MOUNTAIN CAPITAL STRUCTURE
As at the date of this Bidder's Statement, the total number of securities in Iron Mountain is 76,793,775 ordinary shares and 40,186,250 options exercisable at 20 cents on or before 1 February 2012.
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16.2 SUBSTANTIAL SHAREHOLDERS
As at the date of this Bidder's Statement, the following persons had notified Iron Mountain of a current substantial holding in Iron Mountain:
| Name | No of Iron | No of Iron | No of Iron | No of Iron | Voting | |
|---|---|---|---|---|---|---|
| Mountain | Mountain | Mountain | Mountain | power | ||
| Shares | Shares | Options | Options | |||
| (Direct) | (Indirect) | (Direct) | (Indirect) | |||
| David Zohar | 5,256,026 | 5,640,502 | Nil | 11,550,000 | 14.19% | |
| United | Orogen Ltd | 10,232,341 | 13.32 % | |||
| Paul | Winston | 4,000,000 | Nil | 5.90 % | ||
| Askins | ||||||
| Callum | Baxter | 3,920,000 | Nil | 5.10 % |
16.3 DIRECTOR'S INTEREST IN IRON MOUNTAIN
As at the day before the date of this Bidder's Statement, the Directors of Iron Mountain have the following direct or indirect interest in Iron Mountain Shares:
| Name | No of Iron | No of Iron | No of Iron | No of Iron |
|---|---|---|---|---|
| Mountain | Mountain | Mountain | Mountain | |
| Shares | Shares | Options | Options | |
| (Direct) | (Indirect) | (Direct) | (Indirect) | |
| Simon England | Nil | 300,000 | Nil | 1,000,000 |
| David Zohar | 5,256,001 | 5,640,502 | Nil | 11,550,000 |
| Robert Sebek | Nil | Nil | Nil | Nil |
| Zhukov Pervan | 265,000 | 100,000 | 1,075,000 | 825,000 |
16.4 RIGHTS AND LIABILITIES ATTACHING TO IRON MOUNTAIN SHARES
A summary of the principal rights and liabilities attaching to Iron Mountain Shares which will be issued as consideration under the Offer is set out in Appendix 3 to this Bidder's Statement. It does not purport to be exhaustive or to constitute a definitive statement of the rights and liabilities attaching to Iron Mountain Shares. Such rights and liabilities involve complex questions of law arising from the interaction of the constitution and statutory and common law requirements. Shareholders should seek their own advice when trying to establish their rights and liabilities in specific circumstances.
16.4 RECENT TRADING IN IRON MOUNTAIN SHARES
As at the close of trading on 2 October 2009 (being the trading day immediately prior to the date of this Bidder's Statement), the price of Iron Mountain Shares on ASX was 9.5 cents.
The highest recorded sale price of Iron Mountain Shares on ASX in the 12 months before the date of this Bidder's Statement was 38 cents on 28 May 2009. The lowest recorded sale price of Iron Mountain Shares on ASX in the 12 months before the date of this Bidder's Statement was 4 cents on 21 November 2008.
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16.5 IRON MOUNTAIN EMPLOYEE SHARE AND OPTION PLANS
Iron Mountain does not currently operate any executive or employee share or option plans.
17. INFORMATION ON SECURITIES IN ALUMINEX RESOURCES
17.1 CAPITAL STRUCTURE OF ALUMINEX RESOURCES
According to documents lodged by Aluminex Resources with ASX as at the date this Bidder's Statement is lodged with ASIC, the total number of securities in Aluminex Resources is as follows:
(a) 44,993,106 ordinary shares; and
- (b) 2,000,000 options.
17.2 IRON MOUNTAIN RELEVANT INTEREST IN ALUMINEX RESOURCES SECURITIES
The number of securities that Iron Mountain had a relevant interest in (as at the dates specified) is shown below:
| At date of this | At date first Offer | |
|---|---|---|
| Bidder’s Statement | is sent | |
| Aluminex Resources Shares | 0 | 0 |
| Aluminex Resources Options | 0 | 0 |
17.3 IRON MOUNTAIN'S VOTING POWER IN ALUMINEX RESOURCES
Iron Mountain's voting power in Aluminex Resources (as at the dates specified) is shown below:
| At date of this | At date first Offer is | |
|---|---|---|
| Bidder’s Statement | sent | |
| Voting power in | 0 % | 0 % |
| Aluminex Resources |
17.4 ACQUISITION BY IRON MOUNTAIN OF ALUMINEX RESOURCES SHARES DURING PREVIOUS 4 MONTHS
During the period beginning 4 months before the date on which this Bidder's Statement is lodged with ASIC and ending the day before that date of lodgement, neither Iron Mountain nor any associate of Iron Mountain has provided, or agreed to provide, consideration for a Aluminex Resources Share.
17.5 INDUCING BENEFITS GIVEN BY IRON MOUNTAIN DURING PREVIOUS 4 MONTHS
Except as set out in this Bidder's Statement, during the period beginning 4 months before the date on which this Bidder's Statement is lodged with ASIC and ending the day before that date of lodgement, neither Iron Mountain nor any associate of Iron Mountain gave, or offered to give or agreed to give a benefit to another person that is not available under the Offers and was likely to induce the other person, or an associate of the other person, to:
- (a) accept an Offer; or
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- (b) dispose of Aluminex Resources Shares.
17.6 RECENT TRADING IN ALUMINEX RESOURCES’ SHARES
Trading in Aluminex Resources Shares on ASX was suspended on 13 October 2008 and there has been no trading in the shares of Aluminex Resources since that date. Aluminex Resources has now been removed from the Official List of ASX.
The highest recorded sale price of Aluminex Resources Shares on ASX in the 12 months before the date of this Bidder's Statement was 9.8 cents on 15 May 2008. The lowest recorded sale price of Aluminex Resources Shares on ASX in the 12 months before the date of this Bidder's Statement was 2.2 cents on 10 December 2008.
18. FEES, BENEFITS AND INTERESTS
For the purposes of this section an Interested Person is:
-
(a) a director or proposed director of Iron Mountain;
-
(b) a person named in this Bidder's Statement as performing a function in a professional, advisory or other capacity in connection with preparing or distributing this Bidder's Statement;
-
(c) a promoter of Iron Mountain; or
-
(d) a broker or underwriter to the issue of Iron Mountain Shares.
Except as disclosed in this Bidder's Statement no Interested Person holds or held at any time during the 2 years before the date of this Bidder's Statement any interest in:
-
(a) forming or promoting Iron Mountain;
-
(b) property acquired or proposed to be acquired by Iron Mountain in connection with:
-
(i) forming or promoting Iron Mountain; or
-
(ii) the offer of Iron Mountain Shares; or
-
(c) the offer of Iron Mountain Shares.
Except as disclosed in this Bidder's Statement no one has paid or agreed to pay fees or give or agreed to give any benefit to:
-
(d) a director or proposed director of Iron Mountain to induce that person to become or qualify as a director of Iron Mountain; or
-
(e) any Interested Person for services provided by that person in connection with:
-
(i) forming or promoting Iron Mountain; or
-
(ii) the offer of Iron Mountain Shares under the Offer.
Lawton Gillon has acted as legal adviser to Iron Mountain in relation to the Offer. As at the date of this Bidder's Statement, Iron Mountain has paid or agreed to pay Lawton Gillon approximately $50,000.00 for these services. Further amounts may be payable to Lawton Gillon in accordance with its time based charges.
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19. OTHER MATERIAL INFORMATION
19.1 STATUS OF CONDITIONS
The conditions of the Offer are set out in section 10.1. Further details on some of these conditions are set out below.
(a) Minimum acceptance condition
The Offer is subject to a condition that Iron Mountain has a relevant interest in more than 50% (by number) of the sum of the number of Aluminex Resources Shares on issue at that time and the number of Aluminex Resources Shares required to be issued on the exercise of rights attached to all Aluminex Resources Options in existence at that time (see section 10.1 (a)).
Iron Mountain will not waive the minimum acceptance condition unless it considers that it is in Iron Mountain's best interest to do so at the relevant time. Should it waive the condition, Iron Mountain may seek to implement its intentions for Aluminex Resources set out in this Bidder's Statement if it is lawfully able to do so (including by seeking to implement changes to the board of Aluminex Resources).
(b)
Other regulatory action or approvals
The Offer is subject to all necessary regulatory Approvals being obtained (see section 10.1(b) and certain actions not being taken by any Public Authority (see section 10.1(c)).
Iron Mountain is not aware of any regulatory approvals which will need to be obtained. Iron Mountain therefore expects these conditions to be satisfied.
(c) Change in control
The Offer is subject to there being no existing agreements or arrangements under which other parties have rights to terminate or vary a material agreement or arrangement with Aluminex Resources, or acquire a material asset of Aluminex Resources, as a result of Iron Mountain's acquisition of Aluminex Resources Shares, except where a waiver of those rights has been obtained (see section 10.1(d)).
The Offer is also subject to disclosure to the ASX by Aluminex Resources of details of any rights referred to above (see section 10.1(e)).
Aluminex Resources is best placed to advise its shareholders whether or not such agreements or arrangements exist and, if such agreements or arrangements do exist, whether the other parties to such agreements or arrangements are likely to waive or vary their rights.
(d) No material adverse change, material transactions or other changes, or prescribed occurrences
The Offer is subject to there being no material acquisitions, disposals, commitments or certain other changes in the conduct of Aluminex Resources’ business and affairs (see sections 10.1(e) and 10.1(j)).
The Offer is subject to nothing occurring, or becoming public, which could reasonably be expected to have a material adverse effect on Aluminex Resources and its subsidiaries taken as a whole (see section 10.1(f)) during the Condition Period.
The Offer is also subject to there being no "prescribed occurrences" during the Condition Period (see section 10.1(g) and 10.1(h)).
Any such acquisitions, disposals, commitments or changes by Aluminex Resources or any of its subsidiaries would potentially frustrate the Offer and deny Aluminex
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Resources Shareholders the opportunity to participate in the benefits accruing to them under the Offer.
Aluminex Resources is in the best position to advise its shareholders whether or not each of these conditions will be satisfied.
(e) No dividends or distributions
This Offer is subject to Aluminex Resources or any subsidiary not declaring, distributing or resolving to pay or provide any dividend, bonus or other share of its profits or assets (see section 10.1(i)).
Iron Mountain expects, given Aluminex Resources’ current dividend policy, that this condition will be satisfied. However, Aluminex Resources is in the best position to advise its shareholders whether or not this condition will be satisfied.
(f) S&P/ASX 200 Index
The Offer is subject to the S&P/ASX not falling below 3000 on any trading day during the Condition Period (see section 10.1(k)).
(g) No material failing in filings
The Offer is subject to Iron Mountain not becoming aware that a document filed by Aluminex Resources with ASX or ASIC contains a materially incorrect or misleading statement or has a material omission (see section 10.1(l)).
Aluminex Resources is best placed to advise its shareholders whether or not such a document exists.
19.2 APPROVALS FOR PAYMENT OF CONSIDERATION
Iron Mountain is not aware of any Aluminex Resources Shareholder who requires any approval referred to in section 11.8 in order to be entitled to receive any consideration under the Offer.
19.3 NO OTHER MATERIAL INFORMATION
Except as set out in this Bidder's Statement, there is no information material to the making of a decision by an offeree whether or not to accept the Offer, being information that is known to Iron Mountain and has not previously been disclosed to the holders of Aluminex Resources Shares.
20. OTHER MATTERS
20.1 IRON MOUNTAIN IS A DISCLOSING ENTITY
Due to the fact that Iron Mountain is offering Iron Mountain Shares as consideration for the acquisition of Aluminex Resources Shares and Aluminex Resources Options, the Corporations Act requires that this Bidder's Statement must include all information that would be required for a prospectus for an offer of Iron Mountain Shares under Sections 710 to 713 of the Corporations Act.
Iron Mountain is a "disclosing entity" (as defined in Section 111AC of the Corporations Act) for the purposes of Section 713 of the Corporations Act and, as such, is subject to regular reporting and disclosure obligations. Specifically, like all listed companies, Iron Mountain 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 Iron Mountain's securities. The Iron Mountain Shares that will be issued pursuant to this Bidder's Statement have been quoted on the official list of ASX during the 12 months prior to the date of this Bidder's Statement.
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For this reason, Iron Mountain is only required to disclose information in this Bidder's Statement that would usually be required in a "transaction specific prospectus".
In general terms "transaction specific prospectuses" are only required to contain information in relation to the effect of the issue of securities on Iron Mountain and the rights and liabilities attaching to the securities. It is not necessary to include general information in relation to all of the assets and liabilities, financial position, profits and losses or prospects of the issuing company unless such information has not previously been disclosed to 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.
Iron Mountain, as a disclosing entity under the Corporations Act, states that:
-
(a) it is subject to regular reporting and disclosure obligations;
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(b) copies of documents lodged with the ASIC in relation to Iron Mountain (not being documents referred to in Section 1274(2)(a) of the Corporations Act) may be obtained from, or inspected at, the offices of the ASIC; and
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(c) it 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 expiry of the Offer Period:
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(i) the annual financial report most recently lodged by Iron Mountain with the ASIC;
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(ii) any half year financial report lodged with the ASIC by Iron Mountain after the lodgement of the annual financial report referred to in (i) and before the lodgement of this Bidder's Statement with the ASIC; and
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(iii) any documents used to notify ASX of information relating to Iron Mountain during that period in accordance with ASX Listing Rules as referred to in Section 674( 1) of the Corporations Act.
Copies of all documents lodged with the ASIC in relation to Iron Mountain can be inspected at the registered office of Iron Mountain during normal office hours.
For details of documents lodged with ASX since the date of lodgement of Iron Mountain's latest annual financial report refer to Appendix 1.
20.2 CONSENTS
This Bidder's Statement includes or is accompanied by statements which are made in or based on statements made in documents lodged with ASIC or on the company announcement platform of 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, the inclusion of those statements in this Bidder's Statement. If you would like to receive a copy of any of these documents please contact Iron Mountain on (08) 9225 6475 and you will be sent copies free of charge.
20.3 EXPIRY DATE
No shares will be issued on the basis of the Offer contained in this Bidder's Statement after the date that is 13 months after the date of this Bidder's Statement.
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PART H - DEFINITIONS AND INTERPRETATION
21. DEFINITIONS
The following definitions apply in interpreting this Iron Mountain's Statement and the Acceptance Form, except where the context makes it clear that a definition is not intended to apply:
Acceptance Form means the form with that title that accompanies this Bidder's Statement.
Acceptance Shares means those Aluminex Resources Shares for which you accept the Offer (or are taken to accept the Offer) in Part D of this Bidder's Statement.
Aluminex Resources means Aluminex Resources Limited ACN 109 245 418.
Aluminex Resources Board means the board of directors of Aluminex Resources.
Aluminex Resources Options means options to subscribe for Aluminex Resources Shares.
Aluminex Resources Shareholder means a person registered as a holder of a Aluminex Resources Share.
Aluminex Resources Shares means fully paid ordinary shares in Aluminex Resources.
Announcement Date means 6 August 2009.
Approval means a licence, authority, consent, approval, order, exemption, waiver, ruling or decision.
ASIC means the Australian Securities and Investments Commission.
ASTC means the ASX Settlement and Transfer Corporation Pty Limited.
ASTC Settlement Rules means the operating rules of ASTC, as amended from time to time.
ASX means ASX Limited or the securities market it operates, as the case requires.
Bidder's Statement means this document, being the statement made by Iron Mountain under Part 6.5 Division 2 of the Corporations Act relating to the Takeover Bid.
Broker means a person who is a share broker and participant in CHESS.
Combined Entity means the Iron Mountain Group following the acquisition by Iron Mountain of control of Aluminex Resources, and including Aluminex Resources.
Condition Period means the period beginning on the Announcement Date and ending at the end of the Offer Period.
Controlling Participant has the meaning set out in the ASTC Settlement Rules.
Corporations Act means the Corporations Act 2001 (Cth).
Defeating Condition means each condition set out in section 10.
Directors means the directors of Iron Mountain.
Encumbrance means:
(a) a mortgage, charge, pledge, lien, hypothecation or title retention arrangement;
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(b) a notice under section 255 of the Income Tax Assessment Act 1936 (Cth), subdivision 260-A in schedule 1 to the Taxation Administration Act 1953 (Cth) or any similar legislation;
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(c) any other interest in or right over property (including a right to set off or withhold payment of a deposit or other money);
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(d) any other thing that prevents, restricts or delays the exercise of a right over property, the use of property or the registration of an interest in or dealing with property; and
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(e) an agreement to create anything referred to above or to allow any of them to exist.
Foreign law means a law of a jurisdiction other than an Australian jurisdiction.
GST has the same meaning as in A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Ineligible Foreign Shareholder means a person whose address as shown in the register of members of Aluminex Resources is in a jurisdiction other than Australia and its external territories and New Zealand, unless Iron Mountain determines otherwise, being satisfied by the law of that jurisdiction that it is lawful and not onerous to make the Offer to that. person and to issue them with Iron Mountain Shares and that it is lawful for that person to accept the Offer.
Iron Mountain means Iron Mountain Mining Limited ACN 112 914 459.
Iron Mountain Board means the board of Directors of Iron Mountain.
Iron Mountain Options means options to subscribe for Iron Mountain Shares.
Iron Mountain Shares means fully paid ordinary shares in Iron Mountain.
Material Agreement means an agreement or arrangement which is material in the context of the business of the Aluminex Resources Group, and includes but is not limited to:
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(a) any agreement or arrangement the termination of which is likely to:
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(i) adversely affect the revenues or costs of the Aluminex Resources Group by more than $1.0 million per annum;
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(ii) impair the assets of the Aluminex Resources Group by an amount exceeding $1.0 million ; or
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(iii) cause a liability of the Aluminex Resources Group of more than $1.0 million to become due; and
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(b) any hedging agreement or arrangement with a value exceeding $1.0 million.
Offer means the offer as set out in Part D of this Bidder's Statement (or, if the context so requires, Part D of this Bidder's Statement itself) and includes a reference to that offer as varied in accordance with the Corporations Act.
Offer Period means the period referred to in section 7 of this Bidder's Statement.
Offers means Part D of this Bidder's Statement and the other offers made in the same terms for Aluminex Resources Shares and includes a reference to those offers as varied in accordance with the Corporations Act
Public Authority means any government or any governmental, semi-governmental, administrative, statutory or judicial entity, authority or agency, whether in Australia or elsewhere (but excluding the Takeovers Panel, ASIC and any court that hears or determines proceedings under section 657G or proceedings commenced by a person specified in section 659B( 1) of the Corporations Act in relation to the Offer). It also includes any self-regulatory organisation established under statute or any stock exchange.
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Register Date means the date to be set by Iron Mountain under section 633(2) of the Corporations Act.
Rights means all accretions and rights attaching to Aluminex Resources Shares after the Announcement Date (including, without limitation, all rights to receive dividends and other distributions declared or paid and to receive or subscribe for shares, notes or options issued by Aluminex Resources).
S&P/ASX 200 index means the index of that name published by Standard & Poor's (or any successor of or replacement for that index).
Takeover Bid means the takeover bid constituted by the Offers.
Unmarketable Parcel means a number of Iron Mountain Shares which is less than a marketable parcel under the market rules of ASX.
your Aluminex Resources Shares means, subject to section 12, the Aluminex Resources Shares:
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(a) of which you are registered or entitled to be registered as the holder in the register of members of Aluminex Resources at the Register Date and any new Aluminex Resources Shares of which you are registered or entitled to be registered as the holder on the register of members of Aluminex Resources from the Register Date to the end of the Offer Period as a result of the conversion of, or exercise of rights attached to, Aluminex Resources Options which are on issue at the Register Date; and
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(b) any Aluminex Resources Shares, to which you are able to give good title at the time you accept this Offer during the Offer Period.
22. INTERPRETATION
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(a) Words and phrases which are defined by the Corporations Act have the same meaning in this Bidder's Statement and the Acceptance Form and, if a special meaning is given for the purposes of Chapter 6 or 6A or a provision of Chapter 6 or BA of the Corporations Act, have that special meaning.
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(b)
-
Headings are for convenience only, and do not affect interpretation.
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(c) The following rules also apply in interpreting this Bidder's Statement and the Acceptance Form, except where the context makes it clear that a rule is not intended to apply:
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(i) a singular word includes the plural, and vice versa:
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(ii) a word which suggests one gender includes the other genders:
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(iii) if a word is defined, another part of speech has a corresponding meaning;
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(iv) unless otherwise stated references in this Bidder's Statement to Parts, sections, paragraphs and subparagraphs are to Parts, sections, paragraphs and subparagraphs of this Bidder's Statement;
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(v) a reference to any legislation (including subordinate legislation) is to that legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it;
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(vi) a reference to a person includes a body corporate:
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(vii) a reference to $ is to the lawful currency of Australia unless otherwise stated; and
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(viii) appendices to this Bidder's Statement form pari of it.
DATED: 5 October 2009
SIGNED on behalf of Iron Mountain Mining Limited by David Zohar, being a Director who is authorised to sign by a resolution unanimously passed at a meeting of the Directors of Iron Mountain Mining Limited.
==> picture [129 x 48] intentionally omitted <==
________ Director
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APPENDIX 1
IRON MOUNTAIN ASX ANNOUNCEMENTS SINCE 30 JUNE 2008
| Date Lodged | Description |
|---|---|
| 1 October 2009 | 2009 full year audited statutory accounts |
| 24 September 2009 | Variation of Aluminex Res. Ltd takeover bid |
| 28 August 2009 | Wongan Hills Joint Venture |
| 28 August 2009 | RVR: Wongan Hills Joint Venture |
| 10 August 2009 | IRM takeover bid for Aluminex Resources Ltd – loan to ENL |
| 10 August 2009 | ENL: update re Eagle Nickel Ltd loan to Aluminex Res Ltd |
| 6 August 2009 | Aluminex Ltd – off market takeover bid |
| 31 July 2009 | Quarterly activities report and App 5B |
| 20 July 2009 | Company secretary appointment/resignation |
| 9 July 2009 | Change in substantial holding for TMX |
| 6 July 2009 | Top 20 security holders |
| 6 July 2009 | Appendix 3B |
| 3 July 2009 | UOG becoming a substantial holder from UOG |
| 29 June 2009 | TMX:IRM takeover bid fails |
| 29 June 2009 | lRM offer for shares in Terrain Minerals Ltd - result |
| 19 June 2009 | TMX: clarification of UOG share holding |
| 19 June 2009 | lRM notice of status - TMX offer |
| 18 June 2009 | IRM Notice to free offer for TMX from conditions |
| 18 June 2009 | Change in IRM substantial holding from IRM |
| 17 June 2009 | Change of Director's interest notice |
| 12 June 2009 | Change of Director's interest notice |
| 12 June 2009 | Change of Director's interest notice |
| 9 June 2009 | Appendix 3B |
| 9 June 2009 | Release of restricted securities |
| 9 June 2009 | Correction to Appendix 3B |
| 5 June 2009 | Replacement Form 603 - Notice of initial substantial holder |
| 5 June 2009 | Miaree Project results |
| 5 June 2009 | RVR: Miaree Project results |
| 3 June 2009 | Notice of initial substantial holder for TMX |
| 2 June 2009 | Appendix 3B |
| 27 May 2009 | TMX: Target’s Statement |
| 25 May 2009 | Replacement despatched full Bidder’s Statement dated 240409 |
| 25 May 2009 | TMX: take no action on bid |
| 22 May 2009 | Bidder's Statement dated 24 April 2009 despatched |
| 7 May 2009 | TMX: letter to shareholders |
| 30 April 2009 | Release of restricted securities |
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Date Lodged Description 30 April 2009 30 April 2009 30 April 2009 Appendix 3B 29 April 2009 24 April 2009 22 April 2009 16 April 2009 7 April 2009
Quarterly activities report Quarterly cashflow report Appendix 3B TMX: take no action - IRM bid Bidder's statement TMX: chairman's letter to shareholders Change of Director's interest notice Change of Director's interest notice
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APPENDIX 2
ALUMINEX RESOURCES ASX ANNOUNCEMENTS SINCE 1 JANUARY 2009
Date Lodged Description 12 June 2009 MTH: MTH Exploration Update
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APPENDIX 3
RIGHTS ATTACHING TO IRON MOUNTAIN SHARES
1. RANKING OF IRON MOUNTAIN SHARES
The Iron Mountain Shares to be issued under the Offers will be issued fully paid and will rank equally for dividends and other rights with existing Iron Mountain Shares.
2. THE CONSTITUTION OF IRON MOUNTAIN
Under section 140(1) of the Corporations Act, the constitution of Iron Mountain has effect as a contract between Iron Mountain and each member and between a member of Iron Mountain and each other member. Accordingly, if you accept Iron Mountain as consideration you will, as a result, become liable to comply with the constitution of Iron Mountain. However, since the Iron Mountain Shares issued as consideration under the Offers will be issued credited as fully paid, no monetary liability attaches to them.
The constitution of Iron Mountain also sets out the principal rights attaching to Iron Mountain Shares. This Appendix provides a summary of these rights and the liabilities attaching to Iron Mountain Shares. It does not purport to be exhaustive or to constitute a definitive statement of the rights and liabilities of shareholders of Iron Mountain. Such rights and liabilities involve complex questions of law arising from the interaction of the constitution and statutory and common law requirements. Shareholders should seek their own advice when trying to establish their rights and liabilities in specific circumstances.
3. RIGHTS ATTACHING TO IRON MOUNTAIN SHARES
(a) General meeting and notices
Each member is entitled to receive a notice of, and to attend and vote at, general meeting of Iron Mountain and to receive all notices, accounts and other documents required to be sent to members under Iron Mountain's constitution, the Corporations Act or the ASX Listing Rules.
(b) Voting rights
Subject to any rights or restrictions for the time being attached to any class or classes of shares, at a general meeting of Iron Mountain every holder of fully paid ordinary shares present in person or by an attorney, representative or proxy has one vote on a show of hands (unless a member has appointed two proxies or has appointed a proxy who is also a member, in which case the proxy or proxies has or have no vote on a show of hands) and one vote per share on a poll.
A person who holds a share which is not fully paid is entitled, on a poll, to a fraction of a vote equal to the proportion which the amount paid bears to the total issue price of the share.
Where there are two or more joint holders of a share and more than one of them is present at a general meeting, in person or by proxy, attorney or representative, and tender a vote in respect of the share, Iron Mountain will count only the vote cast by, or on behalf of, the member whose name appears first in Iron Mountain's register of members.
(c) Offers of further shares
The Board may, on behalf of Iron Mountain, offer, grant options over or otherwise dispose of unissued shares to any person on the terms, with the rights, and at the time that the Board decides. However, the Board must act in accordance with the restrictions imposed by Iron Mountain's constitution, the ASX Listing Rules, the Corporations Act
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and any rights for the time being attached to the shares in any special class of those shares.
(d)
Transfer of shares
Subject to Iron Mountain's constitution, the Corporations Act and the ASX Listing Rules, ordinary shares are freely transferable.
The Shares may be transferred by any computerised or electronic system of transferring or dealing with shares established or recognised by the Corporations Act, the ASX Listing Rules or the Operating Rules and as otherwise permitted by the Corporations Act or by a document, the usual form of which is permitted by law.
The Board may refuse to register a transfer of shares only if that refusal would not contravene the ASX Listing Rules or the Operating Rules. If the Board refuses to register a transfer, Iron Mountain must give the lodging party written notice of the refusal and the reasons for it within 5 business days after the transfer is delivered to Iron Mountain. The Board must not register a transfer of shares if the Corporations Act, the ASX Listing Rules or the Operating Rules forbid registration.
(e)
Partly paid Shares
The Board may, subject to compliance with Iron Mountain's constitution, the Corporations Act and the ASX Listing Rules, issue partly paid shares upon which there are outstanding amounts payable. See paragraph (b) above for voting rights for partly paid shares and paragraph (f) below for dividend rights.
(f)
Dividends
Subject to Iron Mountain's constitution and the Corporations Act, the Board may resolve to pay any dividend it thinks appropriate and fix the time for payment. Subject to the terms of issue of shares, Iron Mountain may pay a dividend on one class of shares to the exclusion of another class.
Each share of a class on which the Board resolves to pay a dividend carries the right to participate in the dividend in the same proportion that the amount for the time being paid on the share (excluding any amount paid in advance of calls) bears to the total issue price of the share.
(g)
Winding up
Subject to the terms of issue of shares, if Iron Mountain is wound up, members will be entitled to participate in any surplus assets of Iron Mountain in proportion to the percentage of the capital paid up on their shares.
(h) Dividend reinvestment and share plans
The Board may adopt and implement dividend reinvestment plans (under which any member may elect that dividends payable by Iron Mountain be reinvested by way of subscription for fully paid shares in Iron Mountain) and any other share plans (under which any member may elect to forego any dividends that may be payable on all or some of the shares held by that member and to receive instead some other entitlement, including the issue of full paid shares).
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