GGG's Intention to make a Takeover Offer
March 21 2011 - 3:00AM
UK Regulatory
TIDMGGG
GGG Resources plc
(the "Company" or "GGG")
21 March 2011
GGG's Intention to make a Takeover Offer
The Board of GGG notes the announcement made by Auzex Resources Limited
("Auzex") on 16 March 2011 which outlined the Auzex directors' initial response
to GGG's intention to make a takeover offer.
GGG wishes to highlight the following.
Offer involves a significant premium to Auzex shareholders
As stated in GGG's announcement on 16 March 2011, the proposed Offer represents
a 39.3% premium to Auzex's closing price on ASX on 11 March 2011 (the last
trading day prior to the date of the announcement) and a 21.2% premium using
one month VWAP's for GGG and Auzex respectively and a 10.7% premium using three
month VWAP's for GGG and Auzex respectively. Based on the above, Auzex
shareholders are being offered a significant premium to create a combined
group.
On a fully diluted basis, the combined group will have former Auzex
shareholders holding 49.15%1 of GGG, thereby creating a virtually equal merger
of interests.
Correction on status of the project manager
The management of the Bullabulling Joint Venture is governed through a Joint
Venture Committee with both GGG and Auzex having equal representation. Auzex is
not the project manager, as they stated in their announcement, and has no
rights to represent that it is the project manager.
Clarification of ASX listing
Auzex has significantly hindered GGG's process to list on ASX.
The capital raising conducted in connection with GGG's proposed listing on ASX
was successfully completed and closed oversubscribed on 25 January 2011.
As part of the listing application and approval process, the ASX has sought
comfort whether Auzex, being GGG's joint venture partner in the Bullabulling
Project, expects to incur expenditure on the Bullabulling Project to 31
December 2012 of at least $13.8 million (Auzex's 50% share) assuming the
results from drilling and feasibility studies planned for the first 6 months of
2011 to confirm that development of a mine is feasible.
Despite a formal request by GGG, Auzex has to date not been willing to provide
the information sought by ASX. This has caused the proposed listing of GGG on
ASX to be delayed significantly.
1 The percentage has been calculated on a fully diluted basis, assuming 100%
acceptance level for the Offer but before the issue of any shares under GGG's
current Australian listing which GGG anticipates will close before the Offer is
completed.
Enquiries, please contact:
Dr. Jeffrey Malaihollo Westhouse Securities Limited
MD, GGG Resources plc (UK) (UK Nominated Adviser)
Tel: + 44 1992 531820 Tom Price / Martin Davison
www.gggresources.com Tel: + 44 20 7601 6100
Neil Boom Collins Stewart Europe Limited (Broker)
MD, Gresham PR Ltd (UK). John Prior / Adam Miller
Tel: + 44 7866 805 108 Tel: + 44 20 7523 8350
David McArthur David Brooks
GGG Resources plc Professional Public Relations (Australia media)
(Australia) T: +61 8 9388 0944/ +61 433 112 936
41 Stirling Highway E: david.brooks@ppr.com.au
Nedlands, WA 6009
Australia
Tel: +61 8 9423 3200
END
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