Paladin Energy Announces Compulsory Acquisition of NGM Shares
PERTH, WESTERN AUSTRALIA -- (Marketwire) -- 10/28/10 -- Paladin Energy Ltd (Paladin) (TSX: PDN)(ASX: PDN) announces that, on 25 October 2010, Paladin declared unconditional its off-market takeover offer for all the shares in NGM Resources Limited (ASX: NGM) (NGM) (Offer). As at close of business on Wednesday, 27 October 2010, Paladin had a relevant interest in 91.58% of NGM shares.
Paladin will now proceed to compulsorily acquire all NGM shares that it has not yet acquired under the Offer.
Issue of Paladin shares under the Offer
NGM shareholders are free to accept the Offer until its closing date (5.00pm (Perth time) on 5 November 2010), and, in doing so, will benefit from receiving their consideration earlier than if those shares are compulsorily acquired. Paladin intends to issue the new Paladin shares to NGM holders who have accepted the Offer (and who are not Ineligible Foreign Shareholders or an Unmarketable Parcel Holders as defined in Paladin's bidder's statement dated 2 September 2010) on Friday, 12 November 2010 (being five business days after the close of the Offer).
Issue of Paladin shares following compulsory acquisition
NGM shareholders whose shares are compulsorily acquired will receive their consideration at the end of the compulsory acquisition period, which is likely to be in four to six weeks.
Attached is a copy of the compulsory acquisition notice lodged today with the Australian Securities and Investments Commission, as well as an accompanying letter that will be sent to each NGM shareholder, together with the compulsory acquisition notice.
Australian Securities & Investments Commission
28 October 2010
Dear NGM Shareholder
Compulsory acquisition of your NGM Limited shares
As you are aware, Paladin Energy Ltd (Paladin) has offered to acquire all of the shares in NGM Resources Limited (NGM) under an off-market takeover offer (Offer), which includes your NGM shares. Paladin is offering 1 Paladin share for each 23.9 NGM shares you hold. Details of the Offer are available in Paladin's bidder's statement dated 2 September 2010 (Bidder's Statement), a copy of which was sent to you.
You are free to accept the Offer at any time before 5.00pm (Perth time) on 5 November 2010 (Offer Closing Date), at which time the Offer will close.
On 21 October 2010, Paladin announced that it had acquired a relevant interest in more than 90% of NGM shares. As at the date of this letter, Paladin holds 91.58% of NGM shares. On 25 October 2010, Paladin declared the Offer unconditional. As a result, Paladin is entitled to proceed with the compulsory acquisition of the remaining NGM shares, which includes your NGM shares. Paladin's records indicate that you have either not accepted the Offer in respect of your shares, or that your acceptance was not valid.
If you do not validly accept the Offer prior to the Offer Closing Date, Paladin will exercise its right to compulsorily acquire your NGM shares (along with all other outstanding NGM shares).
Enclosed is an ASIC Form 6021, which constitutes formal notice to you of compulsory acquisition under the Corporations Act 2001 (Cth). Please read this form carefully.
Under the compulsory acquisition procedure, you will receive 1 Paladin share for every 23.9 NGM shares you hold, subject to the treatment of Ineligible Foreign Shareholders and Unmarketable Parcel Holders, as well as the effects of rounding (please see the Bidder's Statement for details).
If you validly accept Paladin's Offer by the Offer Closing Date, you will receive your consideration earlier than if your NGM shares are compulsorily acquired. Paladin intends to issue the new Paladin shares to NGM holders who have accepted the Offer (and who are not Ineligible Foreign Shareholders or an Unmarketable Parcel Holders) on Friday, 12 November 2010 (being five business days after the close of the Offer).
If you do not validly accept Paladin's Offer by the Offer Closing Date, you will receive your consideration at the end of the compulsory acquisition process. This is likely to take place approximately four to six weeks after the date of this letter (or, in some circumstances, later).
Yours faithfully
John Borshoff, Managing Director/CEO
ACN 061 681 098
To view 'Notice of compulsory acquisition following takeover bid', please visit the following link:
http://media3.marketwire.com/docs/pdnform1028.pdf
Contacts:
Paladin Energy Ltd
John Borshoff
Managing Director/CEO
+61-8-9381-4366
john.borshoff@paladinenergy.com.au
Paladin Energy Ltd
Greg Taylor
Investor Relations Contact
905 337-7673 or Mob: 416 605-5120 (Toronto)
greg.taylor@paladinenergy.com.au