Update re: Offer for Auzex Resources Limited
April 18 2011 - 2:00AM
UK Regulatory
TIDMGGG
GGG Resources plc
(the "Company" or "GGG")
GGG Resources plc's off-market takeover offer for Auzex Resources Limited
Western-Australian mining exploration and development company, GGG Resources
plc (GGG), has lodged its Bidder Statement in relation to its off-market
takeover offer for all of the fully paid ordinary shares in the capital of
Auzex Resources Limited (Auzex) which GGG does not own. GGG has also lodged a
fourth supplementary prospectus in relation to its proposed admission to the
official list of the Australian Securities Exchange with the Australian
Securities and Investment Commission (ASIC). Copies of both documents are
available to download from the Company's website www.gggresources.com, and
today's release should be read in conjunction with those documents.
GGG is currently Auzex's second largest shareholder holding 8,000,000 shares
representing approximately 8.42% of Auzex's current fully paid ordinary share
capital.
Under GGG's offer, Auzex shareholders will, subject to the terms and conditions
of the offer, receive seven (7) fully paid ordinary shares in the capital of
GGG (GGG Shares) for every five (5) of fully paid ordinary shares in the
capital of Auzex (Auzex Shares) they hold (the Offer).
GGG's Offer
The directors of GGG believe the Offer is a compelling proposition for Auzex
shareholders and believe that if the Offer is successful, it will:
* consolidate the ownership of the Bullabulling Gold Project into a single
corporate group which will focus on the Bullabulling Gold Project;
* rationalise future decision-making processes in relation to the
Bullabulling Gold Project;
* allow for the potential improvement of the efficiency and timeliness in the
development of the Bullabulling Gold Project to maximise shareholder value
by accelerating exploration and development;
* align the interests of the two shareholder groups into a like-minded,
single group of shareholders;
* reduce corporate overheads and duplicated roles;
* allow GGG to appoint a Western Australian based team which will manage the
development and operations of the Bullabulling Gold Project in the future;
and
* potentially provides the merged entity with greater access to capital
markets in the United Kingdom as well as Australia.
GGG's listing on ASX has been delayed as a result of difficulties in obtaining
endorsement from Auzex of GGG's proposed future expenditure program for the
Bullabulling Joint Venture in relation to the Bullabulling Gold Project. As a
result, GGG has extended its current application to list on ASX, with its offer
under its prospectus now scheduled to close on 2 May 2011.
Auzex's lack of co-operation towards GGG's listing in Australia influenced GGG
to announce the Offer with a view to ensuring, going forward, that the
interests of stakeholders in the Bullabulling Gold Project are aligned through
a unified decision-making process rather than being fragmented under the
existing corporate decision-making process.
If GGG successfully lists on ASX, this will provide the merged entity with
access to capital markets in the United Kingdom as well as Australia and GGG
Shareholders will have the benefit of a company which is dual-listed with
trading in shares on AIM and CHESS Depositary Interests (CDIs) on ASX. If the
Offer is successful and GGG successfully lists on ASX, Auzex shareholders who
accept the Offer and become GGG shareholders will have the option of trading
their GGG shares on AIM or trading GGG CDI's on ASX.
Based on the closing price of GGG Shares on AIM and Auzex Shares on ASX on the
last trading day prior to the announcement of the Offer,1 the Offer represents
an implied value of A$0.87 per Auzex Share2 (total equity value circa A$94.9
million)3 and a premium of:
* 39.3% to Auzex's closing share price on the ASX of A$0.625 on 11 March
2011, using GGG's closing share price on AIM on 11 March 2011 of A$0.6224;
* 21.2% to Auzex's one month VWAP on the ASX of A$0.672 to 11 March 2011,
using GGG's one month VWAP on AIM to 11 March 2011 of A$0.5814;
* 10.7% to Auzex's three month VWAP on the ASX of A$0.596 to 11 March 2011,
using GGG's three month VWAP on AIM to 11 March 2011 of A$0.4714.
* The Offer is conditional upon GGG becoming entitled to at least 50.1% of
Auzex's Shares and certain other conditions included in the Bidder's
Statement.
Contacts:
Dr. Jeffrey Malaihollo Westhouse Securities Limited (UK Nominated
Adviser)
MD, GGG Resources plc (UK)
Tom Price / Martin Davison
Tel: + 44 1992 531820
Tel: + 44 20 7601 6100
Email: www.gggresources.com
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 Brook
GGG Resources plc (Australia) Professional Public Relations (Australia
media)
41 Stirling Highway
T: +61 8 9388 0944/ +61 433 112 936
Nedlands, WA 6009
E: david.brooks@ppr.com.au
Australia
Tel: +61 8 9423 3200
Notes
1. The Offer was announced to ASX and AIM on 14 March 2011. The last trading
day prior to the announcement of the Offer was 11 March 2011.
2. Based on the closing share price of GGG of A$0.622 as at 11 March 2011, the
last trading day prior to the announcement of the Offer and converted at a GBP to
A$ exchange rate of 0.625 (1GBP=A$1.60).
3. Calculated on a fully diluted basis using the number of Auzex shares on
issue prior to the announcement of the Offer and assuming that all existing
Auzex options are exercised but otherwise no other Auzex shares are issued.
4. GGG's share price has been converted at a GBP to A$ exchange rate of 0.625
(1GBP=A$1.60).
END
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