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WESTERN YILGARN NL — M&A Activity 2009
Aug 5, 2009
66092_rns_2009-08-05_9128f208-9946-497b-9b41-ec292a3e9c46.pdf
M&A Activity
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6 August 2009
The Manager Australian Securities Exchange Limited Company Announcements Office 20 Bridge Street SYDNEY NSW 2000
Dear Sir / Madam
Re ALUMINEX RESOURCES
Iron Mountain Mining Limited (“Iron Mountain”) has determined to make an off market bid for all shares in Aluminex Resources (“Aluminex Resources”).
Shareholders of Aluminex Resources will be offered 1 fully paid share in Iron Mountain for every 4 shares held in Aluminex Resources.
No separate offer will be made for Aluminex Resources’ options, with the result that holders of those options will need to exercise them in order to participate in Iron Mountain’s offer.
Iron Mountain is in the process of preparing a formal Bidders Statement and will lodge that document with the Australian Securities Exchange and Australian Securities and Investments Commission shortly.
The proposed offers will be subject to a number of conditions. Details of the offer conditions are set out in Annexure A to this letter, which contains an extract from the draft Bidder’s Statement.
Yours faithfully
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MARK KILLMIER
Company Secretary Iron Mountain Mining Limited
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IRON MOUNTAIN MINING LIMITED
Annexure A
Capitalised terms used in this Annexure have the meanings given to them in the Bidder’s Statement to be issued by Iron Mountain Mining Limited in relation to this offer.
(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 Aluminex Resources Shares on issue at that time.
(b) Approvals by Public Authorities
Before the end of the Offer Period:
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(i) Iron Mountain receives all Approvals which are required by law or by any Public Authority to permit the Offer 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:
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(i) there is not in effect any preliminary or final decision, order or decree issued by a Public Authority;
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(ii) no action or investigation is instituted, or threatened by any Public Authority; or
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(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:
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(iv) restrains or prohibits or threatens to restrain or prohibit, or may otherwise materially adversely impact upon:
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(A) the making of the Offers; or
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(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
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(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.
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(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:
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(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
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(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) Disclosure of the existence of certain rights
On or before the date that Aluminex Resources sends its Target's Statement in respect of the Offer to shareholders, either:
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(i) Aluminex Resources makes an announcement to the ASX containing details of every right of the kind referred to in paragraph (d), including (to the extent known to Aluminex Resources):
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(A) the parties, purpose and term of any agreement, arrangement or other matter giving rise to that right;
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(B) the consequences and potential consequences of an exercise of that right; and
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(C) the provisions which give rise to that right, those consequences or those potential consequences; or
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(ii) Aluminex Resources makes an announcement to the ASX that there are no rights of the kind referred to in sub-paragraph (i).
(f) No material transactions
During the Condition Period, neither Aluminex Resources nor 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;
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a. 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;
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b. 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;
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c. 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
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d. discloses (without having disclosed to ASX prior to the Announcement Date) the existence of any matter described in subparagraphs (i) to (iv) above, or announces an intention or proposal to do anything described in sub--paragraphs (i) to (iv) above.
(g) No material adverse change
During the Condition Period:
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(i) there is no occurrence or matter, including (without limitation):
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(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);
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(B) any liability for duty or tax;
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(C) any liability resulting from a change of control of Aluminex Resources; or
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(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.
(h) 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:
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(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;
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(iii) Aluminex Resources or a subsidiary of Aluminex Resources:
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(A) enters into a buy-back agreement; or
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(B) resolves to approve the terms of a buy-back agreement under section 257C(1) or 257D(1) of the Corporations Act;
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(iv) Aluminex Resources or a subsidiary of Aluminex Resources issues shares or grants an option over its shares, or agrees to make such an
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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;
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(v) Aluminex Resources or a subsidiary of Aluminex Resources issues, or agrees to issue, convertible notes;
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(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;
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(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;
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(viii) Aluminex Resources or a subsidiary of Aluminex Resources resolves to be wound up;
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(ix) the appointment of a liquidator or provisional liquidator of Aluminex Resources or of a subsidiary of Aluminex Resources;
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(x) a court makes an order for the winding up of Aluminex Resources or of a subsidiary of Aluminex Resources;
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(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;
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(xii) Aluminex Resources or a subsidiary of Aluminex Resources executes a deed of company arrangement; or
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(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.
(i) No prescribed occurrences between announcement and service
None of the events listed in sub-paragraphs (i) to (xiii) of paragraph (h) 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.
(j) No dividends or distributions
During the Condition Period, either Aluminex Resources nor any subsidiary of Aluminex Resources, declares, distributes, or resolves to payor provide any dividend, bonus or other share of its profits or assets.
(k) Conduct of Aluminex Resources’ business
During the Condition Period, neither Aluminex Resources nor 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;
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(ii) borrows or agrees to borrow any money (except for temporary borrowing from its bankers in the ordinary course of business);
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(iii) releases, discharges or modifies any substantial obligation to it of any person, firm or corporation or agrees to do so;
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(iv) conducts its business otherwise than in the ordinary course;
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(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);
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(vi) becomes subject to investigation under the Australian Securities and Investments Commission Act 2001 (Cth) or any corresponding legislation; or
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(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 sub-paragraphs (i) to (vi) above.
(l) S&P/ASX200 index
During the Condition Period, the S&P/ASX 200 Index does not close below 4200 for 3 or more consecutive trading days.
(m) 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 ASX or ASIC contains a statement which is incorrect or misleading in any material particular or from which there is a material omission.
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