Recommended Offer for St Barbara Limited
29.06.2012 | Marketwire
QUEENSLAND, AUSTRALIA -- (Marketwire) -- 06/29/12 --
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN,
INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
29 June 2012
RECOMMENDED OFFER
for
Allied Gold Mining Plc ("Allied Gold")
by
St Barbara Limited ("St Barbara")
(to be implemented by way of a Scheme of Arrangement
under Part 26 of the Companies Act)
Summary
* The boards of St Barbara and Allied Gold are pleased to announce
that they have reached agreement on the terms of a recommended offer
under which St Barbara will acquire the entire issued and to be issued
ordinary share capital of Allied Gold (the "Offer"). It is intended
that the Offer be implemented by way of a Court sanctioned scheme of
arrangement under Part 26 of the Companies Act.
* Under the terms of the Offer, Scheme Shareholders will be
entitled to receive A$1.025 in cash and 0.8 St Barbara Consideration
Shares for each Allied Gold Share held at the Scheme Record Time.
* Based on the price of a St Barbara Share of A$2.12, being the
Closing Price of a St Barbara Share on the Australian Securities
Exchange on 28 June 2012, the Offer values the entire issued and to be
issued share capital of Allied Gold at approximately GBP360 million and
each Allied Gold Share at 176 pence (based on an exchange rate between
Australian Dollars and pounds Sterling of 0.6468 at 5pm GMT on the day
before the date of this announcement).
* The value of 176 pence for each Allied Gold Share represents a
premium of approximately 92.3 per cent. over the Closing Price on the
London Stock Exchange of 91.5 pence per Allied Gold Share on 28 June
2012, being the day before the date of this announcement, and, based on
St Barbara's 30-day VWAP on the Australian Securities Exchange, a
premium of approximately 74.5 per cent. over the 30-day VWAP on London
Stock Exchange of 100 pence per Allied Gold Share for the period ending
on 28 June 2012, being the day before the date of this announcement.
* St Barbara and Allied Gold believe that the combination has a
clear strategic and financial rationale, is value enhancing, and
provides benefits for the shareholders of the enlarged group including:
(a) Participation in an international diversified gold mining and
exploration company, with the largest gold reserves and resources
portfolio of any mid-tier ASX listed peer company;
(b) Complementary business, development and funding profiles, with the
combined group enjoying a development profile spanning exploration to
gold production, supported by St Barbara's strong cash flow generation;
(c) Proven operations management capabilities, with significant
experience in developing and operating both open pit and underground
operations;
(d) Reduced investment risk profile through a more diversified asset
portfolio;
(e) A number of organic growth and cost saving opportunities,
including:
* Anticipated gold production growth from Allied Gold's assets,
including the Simberi Oxide expansion and potential development of the
Simberi Sulphides project;
* Exploration upside opportunities in close proximity to current mining
operations at Gold Ridge, Simberi and Gwalia, including greenfield
opportunities (eg. Tabar-Tatau Islands); and
* Improved production reliability and anticipated unit cost reductions
for Allied Gold's assets through the implementation of improved mine
planning methodology, operating systems and cost management frameworks;
and
(f) Stock market re-rating potential driven by increased market
capitalisation, enhanced and more diversified asset portfolio and
greater financial capacity to invest in future growth and development
opportunities.
* St Barbara is a public corporation incorporated under the laws of
Australia. The St Barbara Shares are listed on the Australian
Securities Exchange. St Barbara American Depositary Receipts have also
been issued through Bank of NY Mellon. St Barbara is one of Australia's
larger and more profitable ASX listed mid-tier gold producers,
developers and explorers (code: SBM). St Barbara has three mines and
two processing plants at Leonora and Southern Cross, in the Eastern
Goldfields region of Western Australia, and over 5,000km2 of
prospective tenements across Australia. The Gwalia mine at Leonora is
St Barbara's cornerstone asset. The Gwalia deposit has an Ore Reserve
grade of 8.9 g/t Au, an expected mine life of at least eight years, and
remains open to the south and at depth. As at 30 June 2011, St
Barbara's Measured and Indicated Mineral Resources contained 5.2
million ounces of gold, inclusive of Ore Reserves containing 2.8
million ounces of gold, with a further 2.4 million ounces of gold
contained in Inferred Resources1.
* Allied Gold is a public limited company registered in England and
Wales. Allied Gold is a South West Pacific gold producer, developer and
exploration company listed on the Official List of the London Stock
Exchange, the Australian Securities Exchange and the Toronto Stock
Exchange (code: ALD). The company has two gold mines in operation: the
Simberi gold project located on Simberi Island, the northern most
island of the Tabar Islands Group in the New Ireland Province of
eastern Papua New Guinea, and the Gold Ridge gold project located on
Guadalcanal Island in the Solomon Islands. Allied Gold also controls
100% of the 260km2 Tabar-Tatau exploration licences, which includes all
of the Tabar Islands group not covered by the mining lease for Simberi.
As at December 2011, Allied Gold's Measured and Indicated Mineral
Resources contained 5.2 million ounces of gold, with a further 3.8
million ounces of gold of Inferred Resources2.
* The cash consideration payable under the terms of the Offer will
be funded from St Barbara's existing cash resources and additionally by
using a A$120 million term loan facility provided by National Australia
Bank Limited and Barclays Bank Plc. Consent has been obtained for
Allied Gold's existing debt financing to remain in place after
completion of the transaction. The combined group will have gearing of
approximately 20%3. As at 31 March 2012, St Barbara had a closing cash
balance of A$137 million.
* Allied Gold intends to post the Scheme Document on or around 16
July 2012.
* No dividends will be paid or declared by Allied Gold between the
date of this announcement and the Effective Date.
* Allied Gold Shareholders will have the option to receive the cashportion
of the consideration in either Australian Dollars or pounds
Sterling, through electing to receive either currency on the Forms of
Election, further details of which are set out in this announcement.
* The Allied Gold Directors are being advised by RBC Capital
Markets ("RBC"). The Allied Gold Directors, who have been so advised by
RBC, as the independent financial adviser for the purposes of Rule 3 of
the City Code, consider the terms of the Offer to be fair and
reasonable. In providing its advice to the Allied Gold Directors, RBC
has taken into account the commercial assessments of the Allied Gold
Directors.
* Accordingly, the Allied Gold Directors intend unanimously to
recommend Allied Gold Shareholders to vote in favour of the Scheme and
the resolutions at the Court Meeting and the General Meeting, as the
Allied Gold Directors have irrevocably undertaken to do in respect of
their entire beneficial holdings in Allied Gold, amounting to, in
aggregate, 2,206,303 Allied Gold Shares, representing approximately 1.1
per cent. of the issued ordinary share capital of Allied Gold.
* St Barbara has also received irrevocable undertakings to vote in
favour of the Scheme and the resolutions at the Court Meeting and the
General Meeting from Baker Steel Capital Managers LLP, Franklin
Advisers, Inc. and Resource Capital Fund III LP in respect of
38,764,657 Allied Gold Shares, representing 19.0 per cent. of the
issued ordinary share capital of Allied Gold. St Barbara has also
received letters of intent to vote in favour of the Scheme in respect
of 29,820,383 Allied Gold Shares representing 14.6 per cent. of the
issued ordinary share capital of Allied Gold. M&G Investment Management
has also verbally committed to St Barbara to vote in favour of the
Scheme in respect of their entire shareholding in Allied Gold
(representing approximately 18.9 per cent. of the issued ordinary share
capital of Allied Gold), in the absence of a superior proposal.
* St Barbara has therefore received total irrevocable undertakings
from the Allied Gold Directors and certain other Shareholders in
respect of Allied Gold Shares representing, in aggregate, 20.1 per
cent. of the existing issued ordinary share capital of Allied Gold and
letters of intent in respect of Allied Gold shares representing, in
aggregate, 14.6 per cent. of the issued ordinary share capital of
Allied Gold. This level of support from Allied Gold Shareholders
provides a high degree of deal certainty. St Barbara and Allied Gold
have around 30% common share ownership.
* The Offer is conditional on, inter alia, certain approvals by
Allied Gold Shareholders and the sanction of the Scheme by the Court.
In order to become effective, the Scheme must be approved by a majority
in number of the Scheme Shareholders voting at the Court Meeting
representing not less than 75 per cent. in value of the Scheme Shares
held by the Scheme Shareholders present and voting in person or by
proxy. It is expected that the Scheme Document, containing further
information about the Offer and notices of the Court Meeting and
General Meeting together with the Forms of Proxy, will be posted on or
around 16 July 2012 and that the Offer and the resolutions required to
implement the Scheme will be put to Allied Gold Shareholders at the
Court Meeting and the General Meeting. Subject to the satisfaction, or
where relevant, waiver of all relevant Conditions, the Scheme is
expected to become effective in the third quarter of 2012. It will not
be necessary for St Barbara to obtain the approval of its shareholders
to implement the Offer as the transaction is being structured as a
scheme of arrangement between Allied Gold and its shareholders4.
Commenting on the Offer, Tim Lehany, Managing Director and Chief
Executive Officer of St Barbara, said:"The strategic and financial logic of
the combination is clear, driven
by the complementary nature of the two companies and the strong organic
growth profile of the combined business. It will deliver a more
diversified asset portfolio spanning exploration to gold production.
Strong and sustainable cash flow generation from the Gwalia mine in
particular complements the significant growth potential at Simberi,
where the geological potential to increase mineral resources and
production is substantial. This will complement our existing organic
growth agenda. The transaction is anticipated to be immediately NAV
accretive for our shareholders and earnings per share accretive5 from
the first full year following completion of the transaction6. We are
pleased to have already secured support from Allied Gold shareholders
representing some 54 per cent. of shares on issue."
Commenting on the Offer, Mark Caruso, Chairman and Founder of Allied
Gold, said:"The Board of Directors of Allied Gold unanimously supports the
transaction and believes it to be a unique transformational opportunity
with the potential to realise an immediate premium for shareholders.
The transaction has the certainty of cash consideration coupled with an
equity component to enable participation in the significant upside
potential of the combined group. The investment attraction of the
merged group is compelling, being one of the largest production and
resource/reserve based mid-tier ASX listed gold companies, with a
diversified portfolio of quality assets operating in multiple regional
jurisdictions. The combined group will have a declining cost profile
and exciting growth potential through near-term project development and
exploration upside. "
Tim Lehany added, "We look forward to working with the Allied Gold team
to leverage complementary skills across every part of the value chain
from exploration to gold production. Together we can implement St
Barbara's mine planning methodology, operating systems and cost
management frameworks, to support production reliability improvements
and cash operating cost reductions for the Allied Gold operations."
Enquiries:
St BarbaraRoss Kennedy, Executive General Manager Corporate Services +613
8660
/ Company Secretary 1903
Lazard (Lead Financial Adviser to St Barbara)
+613 9657
Eka Nirapathpongporn, Managing Director 8414
Allied Gold
Joe Dowling, General Manager Investor Relations and +61 403 369
Communications 232
RBC (Financial Adviser and Corporate Broker to Allied Gold)
+44 20 7653
Stephen McPherson, Jonathan Stephens, M&A (UK) 4000
+612 9033
Duncan St John, M&A (Australia) 3307
+44 20 7653
Stephen Foss, Matthew Coakes, Corporate Broking 4000
Media Enquiries:
Nightingale (Media Adviser to St Barbara) +613 9614
6930
+61 458 680
Tim Williamson 130
+61 409 150
Lisa Keenan 771
StockWell (UK Media Adviser to St Barbara) +44 20 3370
0013
+44 7887 954
Philip Gawith 048
+44 7557 413
Rob Morgan 275
Buchanan (UK Media Adviser to Allied Gold)
+44 20 7466
Bobby Morse 5000+44 20 7466
James Strong 5000
The Offer will be made on the terms and subject to the conditions and
further terms set out herein and in Appendix I to this announcement and
the further terms and conditions to be set out in the Scheme Document
and Forms of Proxy when issued. The bases and sources of certain
financial information contained in this announcement are set out in
Appendix II to this announcement. A summary of the irrevocable
undertakings given by the Allied Gold Directors and the irrevocable
undertakings and letters of intent given by certain other Allied Gold
Shareholders is contained in Appendix III to this announcement. Certain
terms used in this announcement are defined in Appendix IV to this
announcement.
Lazard, which is authorised and regulated in the UK by the Financial
Services Authority, is acting exclusively for St Barbara and no one
else in connection with the Offer and this announcement and will not be
responsible to anyone other than St Barbara for providing the
protections afforded to clients of Lazard nor for providing advice in
connection with the Offer or any matter referred to herein.
RBC Capital Markets, which is authorised and regulated in the UK by the
Financial Services Authority, is acting exclusively for Allied Gold and
no one else in connection with the Offer and this announcement and will
not be responsible to anyone other than Allied Gold for providing the
protections afforded to clients of RBC Capital Markets nor for
providing advice in connection with the Offer or any matter referred to
herein
Barclays, which is authorised and regulated in the UK by the Financial
Services Authority, is acting exclusively for St Barbara and no one
else in connection with the Offer and this announcement and will not be
responsible to anyone other than St Barbara for providing the
protections afforded to clients of Barclays nor for providing advice in
connection with the Offer or any matter referred to herein.
St Barbara reserves the right to elect, with the consent of the Panel
(where necessary), to implement the Offer by way of a Takeover Offer.
In such event, the Takeover Offer will be implemented on substantially
the same terms, subject to appropriate amendments, as those which would
apply to the Offer.
Further information
This announcement is for information purposes only and does not
constitute or form part of an offer or invitation to sell or the
solicitation of an offer to subscribe for or buy or an invitation to
purchase or subscribe for any securities or the solicitation of any
vote or approval in any jurisdiction pursuant to the Offer or
otherwise, nor shall there be any sale, issuance or transfer of the
securities in any jurisdiction in contravention of applicable law. Any
vote in respect of the Scheme or other response in relation to the
Offer should be made only on the basis of the information in the Scheme
Document or any document by which the Offer is made. The Offer will be
made solely by means of the Scheme Document, which will contain the
full terms and conditions of the Offer, including details of how to
vote in favour of the Scheme. Allied Gold and St Barbara urge Allied
Gold Shareholders to read the Scheme Document which will be distributed
to Scheme Shareholders in due course (with the exception of certain
Scheme Shareholders in Restricted Jurisdictions), as it will contain
important information relating to the Offer.
Whether or not certain Allied Gold Shares are voted at the Court
Meeting or the General Meeting, if the Scheme becomes Effective, those
Allied Gold Shares will be cancelled pursuant to the Scheme in return
for the issue of 0.8 St Barbara Consideration Shares and the payment of
A$1.025per Allied Gold Share.
This announcement does not constitute a prospectus or prospectus
equivalent document.
This announcement has been prepared for the purpose of complying with
English law and the City Code and the information disclosed may not be
the same as that which would have been disclosed if this announcement
had been prepared in accordance with the laws of jurisdictions outside
the United Kingdom.
Overseas shareholders
The availability of the Offer to Allied Gold Shareholders who are not
resident in the United Kingdom, Australia or the United States or not
located in Canada may be affected by the laws of the relevant
jurisdictions in which they are located or of which they are resident.
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom, Australia or the United States or not
located in Canada or who are subject to other jurisdictions should
inform themselves of, and observe, any applicable requirements of their
jurisdictions. Any failure to comply with the applicable restrictions
may constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law, the
companies involved in the Offer disclaim any responsibility or
liability for the violation of such restrictions by any person. This
announcement has been prepared for the purposes of complying with
English law, the Listing Rules, the rules of the London Stock Exchange
and the City Code and the information disclosed may not be the same as
that which would have been disclosed if this announcement had been
prepared in accordance with the laws of any jurisdiction outside the
United Kingdom.
Further details in relation to overseas Allied Gold shareholders will
be contained in the Scheme Document.
The Offer relates to the shares in an English company and is proposed
to be made by means of a scheme of arrangement provided for under
company law of the United Kingdom. The scheme of arrangement will
relate to the shares of a UK company that is (a) a 'foreign private
issuer' as defined under Rule 3b-4 under the Securities Exchange Act of
1934, as amended (the "Exchange Act") and (b) a "designated foreign
issuer" under applicable Canadian securities laws. A transaction
effected by means of a scheme of arrangement is not subject to the
shareholder vote, proxy and tender offer rules under Australian law,
Canadian securities law or the Exchange Act. Accordingly, the Offer is
subject to the disclosure requirements and practices applicable in the
UK to schemes of arrangement, which differ from the disclosure
requirements and practices of Australian, Canadian or US shareholder
vote, proxy and tender offer rules. Financial information included in
the relevant documentation will have been prepared in accordance with
accounting standards applicable in the UK that may not be comparable to
the financial statements of Australian, Canadian or US companies.
No securities regulatory authority in any Canadian jurisdiction has (a)
approved or disapproved of the Offer; (b) passed upon the merits or
fairness of the Offer; or (c) passed upon the adequacy or accuracy of
the disclosure in this announcement. Any representation to the contrary
is an offence in Canada.
Any securities to be offered pursuant to the Offer as described in this
announcement have not been and will not be registered under the US
Securities Act of 1933, as amended (the "Securities Act"), or under the
securities laws of any state, district or other jurisdiction of the
United States, or of Canada, Australia or Japan. Accordingly, such
securities may not be offered, sold or delivered, directly or
indirectly, in or into such jurisdictions except pursuant to exemptions
from applicable requirements of such jurisdictions. The St Barbara
Shares to be issued in exchange for Scheme Shares pursuant to the
Scheme will be issued in reliance upon exemptions from the prospectus
requirements of securities legislation in each province and territory
of Canada. Subject to certain disclosure and regulatory requirements
and to customary restrictions applicable to distributions of shares
that constitute "control distributions", St Barbara Shares issued
pursuant to the Scheme may be resold in each province and territory in
Canada, however the first trade in such St Barbara Shares will be
subject to the standard conditions that no unusual effort has been made
to prepare the market or create demand, no extraordinary commission or
consideration is paid and, if the selling shareholder is an insider or
officer of St Barbara, such shareholder has no reasonable grounds to
believe that St Barbara is in default of securities legislation.
If St Barbara exercises its right to implement the Offer by way of a
Takeover Offer, the Offer will be made in compliance with all
applicable laws and regulations.
Copies of this announcement and formal documentation relating to the
Offer will not be and must not be, mailed or otherwise forwarded,
distributed or sent in, into or from any jurisdiction where to do so
would violate the laws of that jurisdiction.
Forward looking statements
This announcement, any oral statements made by St Barbara or Allied
Gold in relation to the Offer, and other information published by St
Barbara or Allied Gold, may contain statements about St Barbara and
Allied Gold that are or may be forward looking statements. All
statements other than statements of historical facts included in this
announcement may be forward looking statements. Without limitation, any
statements preceded or followed by or that include the words
"targets","plans", "believes", "expects", "aims", "intends", "will",
"may","anticipates", "estimates", "projects" or words or terms of similar
substance or the negative thereof, are forward looking statements.
Forward looking statements include statements relating to the
following: (i) statements about the expected effects of the Offer on
Allied Gold, St Barbara, the expected timing and scope of the Offer;
(ii) future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects; (iii) business and
management strategies and the expansion and growth of St Barbara's or
Allied Gold's operations and potential synergies resulting from the
Offer; (iv) the effects of government regulation on St Barbara's or
Allied Gold's business and (v) all other statements in this
announcement other than historical facts.
Such forward looking statements involve risks and uncertainties that
could significantly affect expected results and are based on certain
key assumptions. Many factors could cause actual results to differ
materially from those projected or implied in any forward looking
statements. Due to such uncertainties and risks, readers are cautioned
not to place undue reliance on such forward looking statements. None of
St Barbara and Allied Gold, including members of their respective
groups, nor any of their respective advisors, associates, directors or
officers undertakes any obligation to update publicly, expressly
disclaim or revise forward-looking statements, whether as a result of
new information, future events or otherwise, except to the extent
legally required or provides any representation, assurance or guarantee
that the occurrence of events expressed or implied in any forward
looking statement in this announcement will actually occur.
Except as may be required by applicable law, St Barbara and Allied Gold
do not undertake any obligation to publicly update or revise any
forward looking statements in this announcement.
Not a profit forecast
No statement in this announcement is intended as a profit forecast or
profit estimate and no statement in this announcement should be
interpreted to mean that the future earnings per share of the St
Barbara Group as enlarged by the Offer, St Barbara and/or Allied Gold
for current or future financial years will necessarily match or exceed
the historical or published earnings per share of St Barbara or Allied
Gold.
Competent person's statement
The information in this announcement that relates to Exploration
Results and Mineral Resources for St Barbara, together with any related
assessments and interpretations, has been based on information compiled
by Phillip Uttley who is a Fellow of The Australasian Institute of
Mining and Metallurgy. Phillip Uttley is a full-time employee of St
Barbara. Phillip Uttley has sufficient experience which is relevant to
the style of mineralisation and type of deposit under consideration and
to the activity which he is undertaking to qualify as a Competent
Person as defined in the 2004 Edition of the 'Australasian Code for
Reporting of Exploration Results, Mineral Resources and Ore Reserves'
(JORC Code). Phillip Uttley consents to the inclusion of the
information contained in this announcement in the form and context in
which it appears.
The information in this announcement that relates to Ore Reserves for
St Barbara, together with any related assessments and interpretations,
has been based on information compiled by Andrew Law who is a Member of
The Australasian Institute of Mining and Metallurgy. Andrew Law is a
full-time employee of the consulting firm Optiro and was a full-time
employee of St Barbara as of 30 June 2011. Andrew Law has sufficient
experience which is relevant to the style of mineralisation and type of
deposit under consideration and to the activity which he is undertaking
to qualify as a Competent Person as defined in the 2004 Edition of
the'Australasian Code for Reporting of Exploration Results, Mineral
Resources and Ore Reserves' (JORC Code). Andrew Law consents to the
inclusion of the information contained in Appendix V of this
announcement relating to Proved and Probable Ore Reserves in the form
and context in which it appears.
The information in this announcement that relates to production
forecasts for St Barbara is based on Ore Reserves.
The information in this announcement that relates to Exploration
Results and Mineral Resources for Allied Gold, together with any
related assessments and interpretations, has been based on information
compiled by Colin Ross Hastings who is a Member or Fellow of The
Australasian Institute of Mining and Metallurgy and included in a list
promulgated by the ASX from time to time. Colin Ross Hastings is a
full-time employee of Allied Gold. Colin Ross Hastings has sufficient
experience which is relevant to the style of mineralisation and type of
deposit under consideration and to the activity which he is undertaking
to qualify as a Competent Person as defined in the 2004 Edition of
the'Australasian Code for Reporting of Exploration Results, Mineral
Resources and Ore Reserves' (JORC Code). Colin Ross Hastings consents
to the inclusion of the information contained in this announcement in
the form and context in which it appears.
The information in this announcement that relates to Ore Reserves for
Allied Gold, together with any related assessments and interpretations,
has been based on information compiled by Colin Ross Hastings who is a
Member or Fellow of The Australasian Institute of Mining and Metallurgy
and included in a list promulgated by the ASX from time to time. Colin
Ross Hastings is a full-time employee of Allied Gold. Colin Ross
Hastings has sufficient experience which is relevant to the style of
mineralisation and type of deposit under consideration and to the
activity which he is undertaking to qualify as a Competent Person as
defined in the 2004 Edition of the 'Australasian Code for Reporting of
Exploration Results, Mineral Resources and Ore Reserves' (JORC Code).
Colin Ross Hastings consents to the inclusion of the information
contained in this announcement in the form and context in which it
appears.
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in 1% or
more of any class of relevant securities of an offeree company or of
any paper offeror (being any offeror other than an offeror in respect
of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the
announcement in which any paper offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests and
short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any paper
offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3
(a) applies must be made by no later than 3.30 pm (London time) on the
10th business day following the commencement of the offer period and,
if appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any paper offeror is
first identified. Relevant persons who deal in the relevant securities
of the offeree company or of a paper offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any paper offeror must make a Dealing Disclosure
if the person deals in any relevant securities of the offeree company
or of any paper offeror. A Dealing Disclosure must contain details of
the dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i)
the offeree company and (ii) any paper offeror, save to the extent that
these details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by no
later than 3.30 pm (London time) on the business day following the date
of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper
offeror, they will be deemed to be a single person for the purpose of
Rule 8.3.
Opening Position Disclosures must also be made by the offeree company
and by any offeror and Dealing Disclosures must also be made by the
offeree company, by any offeror and by any persons acting in concert
with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on the
Takeover Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the offer
period commenced and when any offeror was first identified. You should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if
you are in any doubt as to whether you are required to make an Opening
Position Disclosure or a Dealing Disclosure.
This summary should be read in conjunction with the full text of this
announcement. Appendix I to this announcement contains the conditions
to, and certain further terms of, the Offer. Appendix II to this
announcement contains further details of the sources of information and
bases of calculations set out in this announcement. Appendix III
contains a summary of the irrevocable undertakings given by the Allied
Gold Directors and by certain institutional shareholders. Appendix IV
contains definitions of certain expressions used in this summary and in
this announcement.
Information relating to Allied Gold shareholders
Please be aware that addresses, electronic addresses and certain
information provided by Allied Gold Shareholders, persons with
information rights and relevant persons for the receipt of electronic
communications from Allied Gold may be provided to St Barbara during
the Offer Period where requested under Section 4 of Appendix 4 of the
City Code.
Publication on website
A copy of this announcement will be made available, free of charge
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, at www.stbarbara.com.au and
www.alliedgold.com.au by no later than 12 noon (London time) on the
Business Day following the date of this announcement.
Neither the content of the website referred to in this announcement nor
the content of any website accessible from hyperlinks on St Barbara or
Allied Gold's website (or any other website) is incorporated into, or
forms part of, this announcement.
Rule 2.10 Disclosures
In accordance with Rule 2.10 of the Code, Allied Gold confirms that it
has 204,318,414 Allied Gold Shares in issue and admitted to listing on
the Official List and to trading on the London Stock Exchange, the
Australian Securities Exchange and the Toronto Stock Exchange under
ISIN reference GB00B44QDS07.
In accordance with Rule 2.10 of the Code, St Barbara confirms that it
has 324,620,389 St Barbara Shares in issue. The St Barbara Shares are
listed on the Australian Securities Exchange under ISIN reference
AU000000SBM8.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN,
INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
29 June 2012
RECOMMENDED OFFER
for
Allied Gold Mining Plc ("Allied Gold")
by
St Barbara Limited ("St Barbara")
(to be implemented by way of a Scheme of Arrangement
under Part 26 of the Companies Act)
1 Introduction
The boards of St Barbara and Allied Gold are pleased to announce that
they have reached agreement on the terms of a recommended offer under
which St Barbara will acquire the entire issued and to be issued
ordinary share capital of Allied Gold.
2 The Offer
It is intended that the Offer be implemented by way of a Court
sanctioned scheme of arrangement under Part 26 of the Companies Act.
Pursuant to the Offer, which will be subject to the conditions and
further terms set out below and in Appendix I and to the full terms and
conditions which will be set out in the Scheme Document, Scheme
Shareholders will receive:
for each Allied Gold Share A$1.025in cash
and
0.8 St Barbara Consideration Shares
Based on the price of a St Barbara Share of A$2.12, being the Closing
Price of a St Barbara Share on the Australian Securities Exchange on 28
June 2012, the Offer values the entire issued and to be issued share
capital of Allied Gold at approximately GBP360 million and each Allied
Gold Share at 176 pence (based on an exchange rate between Australian
Dollars and pounds Sterling of 0.6468 at 5pm GMT on the day before the
date of this announcement). The value of 176 pence for each Allied Gold
Share represents a premium of approximately 92.3 per cent. over the
Closing Price on London Stock Exchange of 91.5 pence per Allied Gold
Share on 28 June 2012, being the day before the date of this
announcement, and, based on St Barbara's 30-day VWAP on the Australian
Securities Exchange, a premium of approximately 74.5 per cent. over the
30-day VWAP on London Stock Exchange of 100pence per Allied Gold Share
for the period ending on 28 June 2012, being the day before the date of
this announcement.
The St Barbara Consideration Shares to be issued pursuant to the Offer
are expected to represent approximately 33 per cent. of the issued
share capital of St Barbara as enlarged by the acquisition of Allied
Gold.
No dividends will be paid or declared by Allied Gold between the date
of this announcement and the Effective Date.
The St Barbara Consideration Shares will rank equally in all respects
with the existing St Barbara Shares and will be entitled to receive any
dividends and/or other distributions declared or paid by St Barbara in
respect of common shares of St Barbara with a record date on or after
the date of their issue.
Allied Gold Shareholders will have the option to receive the cash
portion of the consideration in either Australian Dollars or pounds
Sterling, through electing to receive either currency on the Forms of
Election. The exchange rate for conversion of the cash consideration
from Australian Dollars into Sterling will be set by St Barbara as at
four business days prior to (and inclusive of) the settlement date
(being the date by which all consideration is to be provided to Allied
Gold Shareholders), meaning that Allied Gold Shareholders who elect to
receive cash consideration in pounds Sterling will bear the exchange
risk on any fluctuations in the Australian Dollar/pounds Sterling
exchange rate prior to four business days before the settlement date
(inclusive). Allied Gold Shareholders who elect to receive the cash
consideration in pounds Sterling will receive the cash consideration
converted at the exchange rate set by St Barbara, less any conversion
and commission costs incurred. Commission costs are not expected to
exceed approximately 0.2 per cent. of the total cash consideration.
The Offer is conditional on, inter alia, certain approvals by Allied
Gold Shareholders and the sanction of the Scheme by the Court. In order
to become effective, the Scheme must be approved by a majority in
number of the Scheme Shareholders voting at the Court Meeting
representing not less than 75 per cent. in value of the Scheme Shares
held by the Scheme Shareholders present and voting in person or by
proxy.
St Barbara and Allied Gold, as permitted by Rule 21.2(b) of the City
Code, shall cooperate in relation to obtaining any consents,
clearances, permissions or waivers as may be necessary or expedient and
making all filings and waiting periods as are required under the law,
regulations or practices applied by any applicable regulatory authority
in connection with the conditions set out in Part A of Appendix I to
this announcement.
It is expected that the Scheme Document, containing further information
about the Offer and notices of the Court Meeting and General Meeting
together with the Forms of Proxy, will be posted on or around 16 July
2012 and that the Offer and the resolutions required to implement the
Scheme will be put to Allied Gold Shareholders at the Court Meeting and
the General Meeting which are expected to be held around early August
2012. Subject to the satisfaction, or where relevant, waiver of all
relevant Conditions, the Scheme is expected to become effective in the
third quarter of 2012.
Fractions of St Barbara Consideration Shares will not be issued to
Allied Gold Shareholders pursuant to the Offer. If a fractional
entitlement to part of a St Barbara Share arises from the calculation
of the St Barbara Consideration Shares to be issued to an Allied Gold
Shareholder, such fractional entitlement will be rounded down to the
nearest whole number of St Barbara Shares.
3 Background to and reasons for the Offer
The combination will create an international diversified gold mining
and exploration company with an anticipated market capitalisation of
approximately A$1billion7 and forecast gold production of approximately
480,000 ounces in financial year ending 30 June 2012 and 435,000 ounces
in the financial year ending 30 June 20138. The combined group will
operate three established and proven mines and a fourth operation in
ramp-up phase, located in Australia and the South West Pacific, with
production growth potential.
St Barbara and Allied Gold believe that the combination has a clear
strategic and financial rationale, is value enhancing, and provides
benefits for the shareholders of the enlarged group including:
- Participation in an international diversified gold mining and
exploration company, with the largest gold reserves and resources
portfolio of any mid-tier ASX listed peer company;
- Complementary business, development and funding profiles, with
the combined group enjoying a development profile spanning exploration
to gold production, supported by St Barbara's strong cash flow
generation;
- Proven operations management capabilities with significant
experience in developing and operating both open pit and underground
operations;
- Reduced investment risk profile through a more diversified asset
portfolio;
- A number of organic growth and cost saving opportunities,
including:
* Anticipated gold production growth from Allied Gold's assets,
including the Simberi Oxide expansion and potential development of the
Simberi Sulphides project;
* Exploration upside opportunities in close proximity to current mining
operations at Gold Ridge, Simberi and Gwalia, including greenfield
opportunities (eg. Tabar-Tatau Islands); and
* Improved production reliability and anticipated unit cost reductions
for Allied Gold's assets through the implementation of improved mine
planning methodology, operating systems and cost management frameworks;
and
- Stock market re-rating potential driven by increased market
capitalisation, enhanced and more diversified asset portfolio and
greater financial capabilities to invest in future growth and
development opportunities.
St Barbara and Allied Gold are both established producers with
published Ore Reserves underpinning long life mines. The combination of
the two companies materially enhances their individual profiles in
terms of market capitalisation, Ore Reserves, Mineral Resources and
production.
The combination will create a leading c. 435,000 ounce gold producer,
with the largest gold reserves and resources portfolio in the
Australian mid-tier gold sector. On a pro forma basis, the combined
group would have:
- 5.9 million ounces of gold contained in Ore Reserves9, ranking it
first in the Australian mid-tier gold sector10;
- 10.4 million ounces of gold contained in Measured and Indicated
Resources and 6.2 million ounces of gold contained in Inferred
Resources9, ranking it first in the Australian mid-tier gold sector on
a total Mineral Resources basis10; and
- Forecast gold production of approximately 435,000 ounces in the
financial year ending 30 June 201311, ranking it the largest Australian
mid-tier gold mining and exploration company on a production basis10.
The combined group's annual production profile would indicatively
comprise:
* Gwalia, Leonora 175,000
ounces - 190,000 ounces
* King of the Hills, Leonora 55,000 ounces -
60,000 ounces
* Simberi, PNG 70,000
ounces - 80,000 ounces
* Gold Ridge, Solomon Islands 95,000 ounces -
105,000 ounces
* Marvel Loch, Southern Cross 20,000 ounces -
25,000 ounces
* Total
415,000 ounces - 460,000 ounces
Allied Gold has also previously indicated the potential to increase
gold production at Simberi from 70,000 - 80,000 ounces to 95,000 ounces
following completion of the current Simberi Oxide expansion project.
The substantially larger scale and enhanced financial strength of the
combined group is expected to provide a platform to deliver on current
development opportunities and exploration programs targeting new
discoveries. The combined group will have substantial exposure to the
gold price, with gold loans and hedging accounting for on average no
more than 25% of pro forma annual production.
The combined group will have a development profile spanning exploration
to gold production. St Barbara's established, proven and high cash flow
margin operating assets at Gwalia and King of the Hills in particular
complement Allied Gold's significant growth and expansion potential at
Simberi and Gold Ridge. The combined group's access to a prospective
land portfolio in both Australia and the South West Pacific may also
provide further exciting organic growth opportunities from exploration.
These opportunities are supplemented by St Barbara's existing organic
growth projects including ongoing exploration programs.
The anticipated cash balance and cash flow generation of the combined
group provides financial flexibility to pursue organic growth options.
The combination will create a diversified asset portfolio by location
and type of gold deposit. In the combined group, no asset will
represent more than approximately 35 per cent. of the Ore Reserve
inventory or contribute more than approximately 40 per cent. of pro
forma production for the financial year ending 30 June 201312.
The transaction is anticipated to be earnings per share accretive
(before any fair value, other accounting adjustments and one-off
integration costs) from the first full year following completion of the
transaction and immediately NAV accretive to St Barbara shareholders13.
St Barbara and Allied Gold have complementary management capabilities
with significant depth of management. The combined group will have
broad operational management expertise and technical capabilities, with
proven operating experience in Australia and the South West Pacific
spanning each step of the value chain from exploration through to gold
production. The combined group's management has a track record in
developing and operating both open pit and underground operations,
which will support potential expansion at Simberi and Gold Ridge, and
expertise in managing the development of multiple, complex projects. St
Barbara's business systems and operating capabilities will support
improved production reliability, and cash operating cost reductions for
the Allied Gold operations. The group's management capability is also
strengthened by a dedicated Discovery and Growth team, focused on
exploration and development, who have a broad knowledge of global gold
assets and growth opportunities.
Specific cost reduction opportunities at Allied Gold's Gold Ridge
operations may include14:
- Improved grade control and mine planning measures;
- Potential improvement in mining fleet utilisation to increase the
volume of ore hauled;
- Increased mill recoveries through improved blending and ROM
management; and
- Increased plant throughput through plant optimisation.
Specific cost reduction opportunities at Allied Gold's Simberi
operations may include14:
- Increased plant throughput through completion of planned plant
upgrades;
- Potential improvement in mining fleet utilisation to increase the
volume of ore hauled;
- Reduced fuel costs for processing; and
- Reduced open pit strip ratio through improved grade control.
As an international diversified gold producer, the enhanced company
scale has the potential to increase its coverage and weighting in
indices. St Barbara is currently included in the S&P ASX 200 index and
Allied Gold is currently included in the S&P ASX 300 index. Based on an
anticipated market capitalisation of approximately A$1 billion15,
following completion of the transaction St Barbara is expected to
remain in the S&P ASX 200 index. The increased scale of the combined
group may result in:
- Stronger investment interest;
- Improved share trading liquidity; and
- Potential re-rating to a level reflecting its position and the
quality of its asset portfolio relative to its mid-tier peers with any
re-rating benefits flowing to both sets of shareholders.
Specific benefits of the combination for St Barbara shareholders are
expected to include:
- Acquisition of quality, long-life gold assets with exploration
potential;
- Earnings per share accretive (before any fair value, other
accounting adjustments and one-off integration costs) from the first
full year following completion of the transaction and immediately NAV
accretive16;
- Significant uplift in gold production, reserves and resources;
- Increased asset diversification with development profile spanning
exploration to gold production, reducing investment risk profile; and
- Increased average mine life of the asset portfolio.
Specific benefits of the combination for Allied Gold shareholders are
expected to include:
- Attractive premium and material cash component;
- Ability to participate in the significant upside potential of the
combined group;
- Access to St Barbara's strong cash flow profile and financial
capacity to fund development and expansion projects at Simberi and Gold
Ridge and to advance near term exploration programmes on a timely
basis;
- Access to St Barbara's proven management and technical
capabilities, including underground development and mining skills; and
- A reduction in total cash costs, combined with an increase in
overall gold production, reserves and resources17.
Following completion of the transaction, it is intended that St
Barbara's existing senior management team and Board of Directors will
remain in place. St Barbara expects to appoint up to two existing
Directors of Allied Gold to the positions of either Non-Executive
Director or consultant to the combined group (to be mutually agreed
between St Barbara and Allied Gold).
4 Background to and reasons for the recommendation
The combination offers attractive value to Allied Gold shareholders,
providing the ability to realise an immediate premium which includes a
significant cash component. Allied Gold shareholders will also be able
to participate in the significant upside potential of the combined
group.
St Barbara's cash balance and expected cash flow generation will
contribute to a robust capital structure for the combined group, and
provides flexibility to fund Allied Gold's extensive suite of
development and exploration opportunities, in particular the current
expansion projects at Simberi. St Barbara's business profile is highly
complementary to that of Allied Gold's, with St Barbara's established,
proven and highly cash flow generative operating assets at Gwalia and
King of the Hills underpinning the significant growth and expansion
potential at Simberi and Gold Ridge. St Barbara also offers proven
operational management capabilities, with a strong internal technical
and development team to support and evaluate mining operations and
growth opportunities.
St Barbara has stable production in Australia, with the Gwalia asset
producing significant free cash flow underpinned by long life, high
grade reserves. This reduces Allied Gold's overall risk profile and
increases portfolio diversification.
5 Advisers and Recommendation
The Allied Gold Directors, who have been so advised by RBC Capital
Markets, as the independent financial adviser for the purposes of Rule
3 of the City Code, consider the terms of the Offer to be fair and
reasonable. In providing its advice to the Allied Gold Directors, RBC
Capital Markets has taken into account the commercial assessments of
the Allied Gold Directors.
Accordingly, the Allied Gold Directors intend unanimously to recommend
Allied Gold Shareholders to vote in favour of the Scheme and the
resolutions to be proposed at the Court Meeting and the General
Meeting, (or in the event that the Offer is implemented by means of a
Takeover Offer on substantially the same terms as the Scheme, to accept
or procure acceptance of the Takeover Offer) as the Allied Gold
Directors have, in respect of their entire beneficial holdings in
Allied Gold, irrevocably undertaken to do. Such shares represent, in
aggregate, 2,206,303 Allied Gold Shares, representing approximately 1.1
per cent. of the entire issued ordinary share capital of Allied Gold.
Lazard is acting as Lead Financial Adviser to St Barbara and Ashurst
Australia and Ashurst LLP are acting as Legal Advisers to St Barbara.
National Australia Bank Limited is acting as Mandated Lead Arranger and
Lead Bookrunner for the term loan facility and as Financial Adviser to
St Barbara, and Barclays Bank Plc is acting as Mandated Lead Arranger
and Co-Bookrunner for the term loan facility and as Financial Adviser
to St Barbara.
6 Irrevocable undertakings and letters of intent
As referred to above, St Barbara has received irrevocable undertakings
to vote in favour of the Scheme and the Resolutions at the Court
Meeting and the General Meeting, (or in the event that the Offer is
implemented by means of a Takeover Offer on substantially the same
terms as the Scheme, to accept or procure acceptance of the Takeover
Offer) from Allied Gold Directors in respect of 2,206,303Allied Gold
Shares, representing 1.1 per cent. of the issued ordinary share capital
of Allied Gold.
In addition to these irrevocable undertakings from the Allied Gold
Directors, St Barbara has also received irrevocable undertakings to
vote in favour of the Scheme and the resolutions at the Court Meeting
and the General Meeting from Baker Steel Capital Managers LLP, Franklin
Advisers, Inc. and Resource Capital Fund III LP in respect of
38,764,657 Allied Gold Shares, representing 19.0 per cent. of the
issued ordinary share capital of Allied Gold. St Barbara has also
received letters of intent to vote in favour of the Scheme in respect
of 29,820,383 Allied Gold Shares representing 14.6 per cent. of the
issued ordinary share capital of Allied Gold. M&G Investment Management
has also verbally committed to St Barbara to vote in favour of the
Scheme in respect of their entire shareholding in Allied Gold
(representing approximately 18.9 per cent. of the issued ordinary share
capital of Allied Gold), in the absence of a superior proposal.
St Barbara has therefore received total irrevocable undertakings in
respect of Allied Gold Shares representing approximately, in aggregate,
20.1 per cent. of the issued ordinary share capital of Allied Gold and
letters of intent in respect of Allied Gold shares representing 14.6
per cent. of the issued ordinary share capital of Allied Gold. St
Barbara and Allied Gold have around 30% common share ownership.
Further details of these irrevocable undertakings (including the
conditions attached thereto and the circumstances in which they will
fall away) and letters of intent are set out in Appendix III to this
announcement.
7 Information on St Barbara
St Barbara is a public corporation incorporated under the laws of
Australia. The St Barbara Shares are listed on the Australian
Securities Exchange. St Barbara American Depositary Receipts have also
been issued through Bank of NY Mellon. St Barbara is one of Australia's
larger and more profitable ASX listed mid-tier gold producers,
developers and explorers (code: SBM). St Barbara has three mines and
two processing plants at Leonora and Southern Cross, in the Eastern
Goldfields region of Western Australia, and over 5,000km2 of
prospective tenements across Australia. The Gwalia mine at Leonora is
St Barbara's cornerstone asset. The Gwalia deposit has an Ore Reserve
grade of 8.9 g/t Au, an expected mine life of at least eight years, and
remains open to the south and at depth. As at 30 June 2011, St
Barbara's Measured and Indicated Mineral Resources contained 5.2
million ounces of gold, inclusive of Ore Reserves containing 2.8
million ounces of gold, with a further 2.4 million ounces of gold
contained in Inferred Resources18.
St Barbara's Leonora operations comprise the Gwalia and King of the
Hills underground mines, a processing plant at Gwalia, and the
undeveloped Tower Hill deposit.
The Gwalia mining method is long hole open stoping with cement paste
back fill. Mine plans for financial year ending 30 June 2012 are based
on sourcing ore almost exclusively from the higher grade South West
Branch lode, with the average grade mined for the year expected to
increase from 6.3 g/t Au in financial year ending 30 June 2011 to 8.0 -
8.5 g/t Au in financial year ending 30 June 2012. This expected
increase in grade underpins an anticipated increase in production over
the period to 175,000 - 190,000 ounces of gold (from 131,133 ounces for
the financial year ending 30 June 2011). As at 30 June 2011, Gwalia's
Measured and Indicated Mineral Resources contained 3.2 million ounces
of gold, inclusive of Ore Reserves containing 2.0 million ounces of
gold, with a further 1.0 million ounces of gold contained in Inferred
Resources18.
The processing plant at Gwalia is a conventional CIP circuit and has a
nominal capacity of 1.2 million tonnes per annum of hard rock and up to
1.8 million tonnes per year when softer material is blended. Other
surface infrastructure includes a gas-fired power station, a paste fill
plant, and a refrigeration plant to cool the underground environment.
The King of the Hills underground mine is located at the site of the
historical Tarmoola open pit. Gold production commenced ahead of
schedule in May 2011. The mine is expected to produce at the rate of
55,000 - 60,000 ounces of gold per annum for at least another two and a
half years. Ore mined is trucked 42 kilometres to the Gwalia processing
plant for treatment to utilise the available processing capacity. Gold
production from King of the Hills is protected by put and call options
providing a price collar of between A$1,425 and A$1,615 per ounce. As
at 30 June 2011, King of the Hills' Indicated Mineral Resources
contained 0.3 million ounces of gold, inclusive of Ore Reserves
containing 0.2 million ounces of gold, with a further 0.1 million
ounces of gold contained in Inferred Resources18.
Tower Hill, which is located two kilometres from the Gwalia plant, had
been identified as a potential underground opportunity. Further work is
being undertaken to better understand the geological controls over the
high gold grade domains and the potential for extending the
mineralisation at Tower Hill. As at June 2011, Tower Hill's Indicated
Mineral Resources contained 0.4 million ounces of gold, inclusive of
Ore Reserves containing 0.3 million ounces of gold18.
At St Barbara's Southern Cross operations, ore is sourced from the
Marvel Loch underground mine. Deep drilling has identified the presence
of (non-gold bearing) pegmatite beneath the Marvel Loch mine, and
diminishing grades in the northern lodes of the mine. Southern Cross
operations are forecast to produce 90,000 - 100,000 ounces of gold in
financial year ending 30 June 2012 and cease operations in the December
quarter 2012, at which time the 2.2 million tonne per annum plant will
go onto care and maintenance, unless alternative feed sources can be
identified. The forecast remaining gold production from Marvel Loch is
protected by put and call options commenced in August 2011, providing a
price collar of between A$1,550 and A$1,610 per ounce. As at 30 June
2011, the Southern Cross' Measured and Indicated Mineral Resources
contained 1.2 million ounces of gold, inclusive of Ore Reserves
containing 0.2 million ounces of gold, with a further 1.0 million
ounces of gold contained in Inferred Resources19.
St Barbara also has exploration tenements covering 5,000km2 across
Australia (including tenements at East Lachlan where the target is
copper-gold porphyry mineralisation), where the company is currently
undertaking a targeted series of drilling programmes in the most
prospective areas.
St Barbara's core strategy is to drive shareholder value through a
focus on lowering costs and increasing margins at existing assets,
investing in exploration to target both greenfield and brownfield
discoveries, and evaluating and investing in both internal and external
growth opportunities. Leveraging value at St Barbara's Leonora
operations is a key part of this strategy. Exploration expenditure in
the financial year ended 30 June 2011 was A$22 million, with 10 targets
planned to be drilled across 5,000km2 of prospective land in the
financial year ending 30 June 2012. St Barbara's evaluation of external
growth opportunities is disciplined and underpinned by geological
prospectivity, with a clearly defined set of investment criteria
allowing the company to focus on value accretive opportunities.
For the year ended 30 June 2011, St Barbara produced 258,474 ounces of
gold, including 131,133 ounces from Gwalia, 7,066 ounces from King of
the Hills and 120,275 ounces from Southern Cross. The company generated
revenue of A$360 million, EBITDA of A$125 million and net profit of
A$69 million. On 19 April 2012, St Barbara announced its March quarter
results for the three months ending 31 March 2012. Over this period, St
Barbara produced 85,840 ounces of gold, bringing total production for
the nine months to 31 March 2012 to 240,063 ounces of gold. As at 31
December 2011, St Barbara had total assets of A$594 million, cash and
cash equivalents of A$110 million and shareholder's equity of A$478
million.
8 Information on Allied Gold
Allied Gold is a public limited company registered in England and
Wales. Allied Gold is a South West Pacific gold producer, developer and
exploration company listed on the Official List of the London Stock
Exchange, the Australian Securities Exchange and the Toronto Stock
Exchange (code: ALD). The company has two gold mines in operation: the
Simberi gold project located on Simberi Island, the northern most
island of the Tabar Islands Group in the New Ireland Province of
eastern Papua New Guinea, and the Gold Ridge gold project located on
Guadalcanal Island in the Solomon Islands. Allied Gold also controls
100% of the 260km2 Tabar-Tatau exploration licences, which includes the
entire Tabar Islands group not covered by the mining lease for Simberi.
As at December 2011, Allied Gold's Measured and Indicated Mineral
Resources contained 5.2 million ounces of gold, with a further 3.8
million ounces of gold of Inferred Resources20.
Historically, the operations of Allied Gold comprised the gold mining
business of Allied Gold Limited, incorporated and registered in
Australia, and its subsidiaries. Allied Gold Limited was publicly
traded on the Australian Securities Exchange from December 2003, the
London Stock Exchange's AIM market from March 2006 and on the Toronto
Stock Exchange from November 2009. In June 2011, the company
re-domiciled to the United Kingdom and commenced trading on the London
Stock Exchange Plc's Main Market for listed securities. As part of this
process, Allied Gold shareholders and option holders were required to
approve two interdependent schemes of arrangement to change the
company's place of incorporation to the UK. All existing shares and
options in Allied Gold Limited were exchanged for share or options in
Allied Gold Mining Plc, a company incorporated in England and Wales
which became the new holding company for the Allied Gold Group.
The company's major assets are its 100% owned Simberi gold project
located on Simberi Island in Papua New Guinea, and its 100% owned Gold
Ridge gold project located on Guadalcanal Island in the Solomon
Islands.
Simberi is an open-pit mining operation, with an associated 2.0mtpa CIL
plant for processing oxide ore. The mine is located within the 2,560ha
Mining Lease ML136 on the eastern side of Simberi Island. Allied Gold
is currently expanding gold production at Simberi from a current run
rate of 70 koz per annum (based on production over the four quarters to
March 2012) to a rate of approximately 100 koz per annum through the
expansion and optimisation of the existing oxide plant to increase
capacity to 3.5mtpa of ore. Further expansion of operations and
production at Simberi is currently under review. Additional potential
has been identified around the existing Simberi pits, and a near-mine
exploration programme on the western side of Simberi Island is
currently underway with the aim of identifying additional oxide
material. As at December 2011, Simberi had Measured and Indicated
Mineral Resources containing 3.3 million ounces of gold, with a further
3.18 million ounces of gold of Inferred Resources, including Proven and
Probable Ore Reserves containing 2.0 million ounces of gold.
Gold Ridge was acquired by Allied Gold in 2009 through its acquisition
of ASG. The company completed an A$150 million refurbishment and
expansion of the existing plant at Gold Ridge to increase capacity from
2.0mtpa to 2.5mtpa in March 2011. First gold was produced from the
refurbished Gold Ridge plant in March 2011. Gold Ridge is targeting
production of approximately 95 - 105 koz per annum for a minimum eight
years, and a regional exploration programme has also commenced to grow
the resource base. As at December 2011, Gold Ridge had total Measured
and Indicated Mineral Resources containing 1.9 million ounces of gold,
with a further 0.62 million ounces of gold of Inferred Resources,
including Probable Ore Reserves containing 1.1 million ounces of gold.
Allied Gold also controls 100% of the 260km2 Tabar-Tatau exploration
licences, which includes all of the Tabar Islands group not covered by
the mining lease for Simberi. The main focus of the exploration
programme is to target epithermal gold and copper-gold porphyry
mineralisation. While exploration work at Simberi in 2011 was focused
on proving up sulphide resources to support the potential installation
of sulphide processing capacity, efforts in 2012 have shifted to
identification of new oxide and sulphide deposits within the mining
lease. New targets have been generated through reprocessing of earlier
IP data and testing of these targets has started through soil sampling
and diamond core drilling.
Allied Gold's core strategy is to achieve profitable growth and
increase volume from current mining assets, with a particular focus on
assets in the South West Pacific with favourable capital intensity. The
central driver of this strategy is securing the group's supply of gold,
which it intends to achieve through the development and expansion of
existing mining operations.
Allied Gold's aim is to keep growing its critical mass in terms of
resources, reserves and production capacity through exploration around
its existing assets. The company is investing in excess of A$10 million
annually into exploration, with programs around all of its producing
assets and at greenfield projects in Papua New Guinea and the Solomon
Islands, as the Directors seek to build on the position of the group as
a prominent gold producer and explorer in the region. Allied Gold is
also focused on the organic development of in-house projects and
regional acquisitions of production or near-term production assets.
For the year ended 31 December 2011, Allied Gold produced 108,338
ounces of gold, including 57,284 ounces from Simberi and 51,054 ounces
from Gold Ridge. The company generated revenue of US$146 million,
EBITDA of US$29 million and net profit of US$(6) million. On 30 April
2012, Allied Gold announced its March quarter results for the three
months ending 31 March 2012. Over this period, Allied Gold produced
34,107 ounces of gold, including 15,051 ounces from Simberi and 19,056
ounces from Gold Ridge. As at 31 December 2011, Allied Gold had total
assets of US$621 million, working capital of US$68 million, cash and
cash equivalents of US$22 million and shareholder's equity of US$507
million.
Allied Gold currently has good relationships with local landowners who
are important stakeholders in mining activities in the region.
9 Management, employees and locations
St Barbara recognises the skills and experience of the existing
management and employees of Allied Gold. Accordingly, St Barbara
expects that Allied Gold's management will play an important role in
the combined organisation. St Barbara intends to work with the
management of Allied Gold to conduct a strategic review of its
operations and business within the first three months following
completion of the acquisition. The strategic review will involve
consideration around potential areas for business integration, and how
best to realise the combined group's growth opportunities and business
improvement initiatives. At this stage, no decisions have been made by
St Barbara in relation to the strategic review, which may, or may not,
result in changes to the employee base, changes to locations from where
the business operates, or a redeployment of Allied Gold's fixed assets.
St Barbara will remain headquartered in Melbourne, Australia.
St Barbara has given assurances to the Allied Gold Directors that the
existing employment rights of all Allied Gold employees will be fully
safeguarded upon completion of the Offer.
St Barbara also expects to appoint up to two existing Directors of
Allied Gold to the positions of either Non-Executive Director or
consultant to the combined group (to be mutually agreed between St
Barbara and Allied Gold), upon completion of the Offer.
In recognition for their additional work in relation to the Offer and
throughout the Offer period, Allied Gold proposes to make performance
bonus payments of A$500,000 in the case of the Chairman and A$125,000
in the case of each non-executive director, payable only in the event
that the Chairman and such directors are not taking up any invited
positions with the combined company post the Scheme becoming effective
and are hence foregoing any future compensation they would have
received had they remained on the board of the combined company for the
next calendar year. St Barbara has agreed to these payments. Further
details of the individual proposals for each director will be set out
in the Scheme Document.
10 Allied Gold Optionholders
Allied Gold Optionholders will be contacted separately regarding the
effect of the Offer on their rights and appropriate proposals will be
made to such persons in due course. In summary Allied Gold
Optionholders will have the opportunity to either (i) exercise their
outstanding options and participate in the Scheme in relation to the
resulting Shares; or (ii) cancel their options for a payment by St
Barbara of A$0.29 for each option Share. The payment of A$0.29 for each
option Share reflects the value of an option based on its current see
through value, as adjusted using a Black Scholes valuation. The Black
Scholes valuation takes into account, amongst other things, the
remaining exercise period of the options.
Following the Effective Date, Allied Gold will be re-registered as a
private limited company and its articles of association will be amended
to ensure that any of the outstanding options held by Allied Gold
Optionholders which are exercised after the Scheme Record Time will be
automatically acquired by St Barbara for A$1.025 in cash and 0.8 St
Barbara Consideration Shares for each Allied Share.
11 Financing the Offer
The cash consideration payable under the terms of the Offer will be
funded from St Barbara's existing cash resources and additionally by
using a term loan facility provided by National Australia Bank Limited
and Barclays Bank Plc under a A$120 million syndicated facility
agreement which is repayable on the earlier of four years after
financial close (i.e. four years after the Scheme becomes effective)
and 30 June 2016 in accordance with an agreed amortisation schedule.
Lazard, Lead Financial Adviser to St Barbara, is satisfied that
sufficient resources are available to satisfy in full the cash
consideration payable to Allied Gold Shareholders under the terms of
the Offer. Consent has been obtained for Allied Gold's existing debt
financing to remain in place after completion of the transaction. The
combined group will have gearing of approximately 20%2 21. As at 31
March 2012, St Barbara had a closing cash balance of A$137 million.
Allied Gold Shareholders will have the option to receive the cash
portion of the consideration in either Australian Dollars or pounds
Sterling, through electing to receive either currency on the Forms of
Election. The exchange rate for conversion of the cash consideration
from Australian Dollars into Sterling will be set by St Barbara as at
four business days prior to the settlement date, meaning that Allied
Gold Shareholders who elect to receive cash consideration in pounds
Sterling will bear the exchange risk on any fluctuations in the
Australian Dollar/pounds Sterling exchange rate prior to four business
days before the settlement date. The exchange rate for conversion will
be based on the Australian Dollar/pounds Sterling rate quoted on
Reuters page "RBA26", being the exchange rate sourced from the Reserve
Bank of Australia which is fixed each day at 4pm Australian Eastern
Standard Time. Allied Gold Shareholders who elect to receive the cash
consideration in pounds Sterling will receive the cash consideration
converted at the exchange rate set by St Barbara, less any conversion
and commission costs incurred. Commission costs, which will be
contractually agreed with National Australia Bank Limited and passed
onto shareholders at the commercial rate, are not expected to exceed
approximately 0.2 per cent. of the total cash consideration assuming a
charge of 0.001 pounds Sterling per Australian Dollar on the exchange
rate at conversion.
12 St Barbara Consideration Shares
The St Barbara Consideration Shares will be ordinary shares in the
capital of St Barbara. The St Barbara Consideration Shares will rank
equally in all respects with the existing St Barbara Shares and will be
entitled to receive any dividends and/or other distributions declared
or paid by St Barbara in respect of ordinary shares of St Barbara with
a record date on or after the date of their issue.
The ordinary shares of St Barbara are listed on the Australian
Securities Exchange under the symbol "SBM" and an application will be
made for the St Barbara Consideration Shares to be listed on the
Australian Securities Exchange. The St Barbara Consideration Shares
will be subject to the provisions of certain Australian securities
laws.
It is intended that the Offer will be effected by way of a
court-sanctioned scheme of arrangement under Part 26 of the Companies
Act. Following implementation of the Offer, Allied Gold will become a
wholly-owned subsidiary of St Barbara, with current St Barbara and
Allied Gold shareholders owning 67% and 33% respectively of the
combined group. Allied Gold will cease to be listed on the London Stock
Exchange, the Australian Securities Exchange and the Toronto Stock
Exchange.
It will not be necessary for St Barbara to obtain the approval of its
shareholders to implement the Offer as the transaction is being
structured as a scheme of arrangement between Allied Gold and its
shareholders22.
13 Disclosure of interests in Allied Gold
St Barbara confirms that it has today made an Opening Position
Disclosure, setting out the details required to be disclosed by it
under Rule 8.1(a) of the Code.
14 Structure of the Offer
It is intended that the Offer will be effected by way of a
court-sanctioned scheme of arrangement under Part 26 of the Companies
Act. The Scheme will be an arrangement between Allied Gold and the
Scheme Shareholders and will be subject to the approval of the Court.
The purpose of the Scheme will be to provide for St Barbara to become
the holder of the entire issued and to be issued ordinary share capital
of Allied Gold. This is to be achieved by the cancellation of the
Scheme Shares held by Scheme Shareholders and the application of the
reserve arising from such cancellation in paying up in full such number
of new ordinary shares of 10 pence each in Allied Gold which is equal
to the number of Scheme Shares cancelled and issuing such new ordinary
shares to St Barbara. St Barbara will subsequently pay the cash
consideration and issue the St Barbara Consideration Shares to which
Allied Gold Shareholders on the register of members at the Scheme
Record Time are entitled pursuant to the terms of the Offer in
consideration for the cancellation of the Scheme Shares and the
allotment and issue to St Barbara of the new Allied Gold Shares
pursuant to the Scheme.
To become effective, the Scheme will require, amongst other things, the
approval by a majority in number of Scheme Shareholders representing at
least 75 per cent. in value of the Scheme Shares held by such Scheme
Shareholders voting, either in person or by proxy, at the Court Meeting
(or any adjournment thereof), and the passing by the Allied Gold
Shareholders of a special resolution necessary to implement the Scheme
(including approving appropriate amendments to the articles of
association of Allied Gold) at the General Meeting (or any adjournment
thereof). In addition, the Scheme must be sanctioned, and the Capital
Reduction must be confirmed, by the Court.
The Scheme will also be subject to certain conditions and certain
further terms referred to in Appendix I of this announcement and to be
set out in the Scheme Document.
Once the necessary approvals from Allied Gold Shareholders have been
obtained and the other Conditions have been satisfied or (where
applicable) waived, the Scheme will become effective upon the delivery
of the Capital Reduction Court Order to the Registrar. The Scheme is
expected to become effective in the second half of 2012. If the Scheme
does not become effective on or before 10 October 2012, it will lapse
and the Offer will not proceed (unless the parties agree otherwise with
the consent of the Panel).
Upon the Scheme becoming effective, it will be binding on all Scheme
Shareholders, irrespective of whether or not they attended or voted at
the Court Meeting or the General Meeting (and if they attended and
voted, whether or not they voted in favour) and share certificates in
respect of the Allied Gold Shares will cease to be valid and
entitlements to Allied Gold Shares held within the CREST system will be
cancelled.
The St Barbara Consideration Shares to be issued to Allied Gold
Shareholders pursuant to the Scheme will be issued fully paid and free
from all liens, charges, equities, encumbrances, rights of pre-emption
and any other interests of any nature whatsoever and together with all
rights attaching thereto, including voting rights and the rights to
receive any dividends and/or other distributions declared or paid by St
Barbara in respect of common shares of St Barbara with a record date on
or after the date of their issue.
St Barbara reserves the right, with the consent of the Panel (where
necessary), to elect to implement the Offer by way of a Takeover Offer
as an alternative to the Scheme. Any such Takeover Offer will be
subject to an acceptance condition of St Barbara having acquired
(whether pursuant to the Offer or otherwise) such percentage (being
more than 50 per cent.) of the Allied Gold Shares, as St Barbara may
decide, having consulted with the Panel, and will otherwise be
implemented on the same terms (subject to appropriate amendments), so
far as applicable, as those which would apply to the Scheme, and in
compliance with applicable laws and regulations.
Further details of the Scheme, including how Scheme Shareholders may
participate in the Court Meeting and General Meeting, will be contained
in the Scheme Document.
15 Expected Timetable
Allied Gold currently anticipates that:
(a) it will despatch the Scheme Document, together with the Forms of
Proxy, to Allied Gold Shareholders and, for information only, to Allied
Gold Optionholders on or around 16 July 2012;
(b) the Court Meeting and General Meeting will take place around early
August 2012; and
(c) subject to the Scheme becoming unconditional and effective in
accordance with its terms, the Offer is expected to become effective in
the third quarter of 2012, with the consideration being payable to
Allied Gold Shareholders no later than 14 days after the Effective
Date.
The timing of events which relate to the implementation of the Offer
is, however, subject to the approval of the Court and is therefore
subject to change. A full anticipated timetable will be set out in the
Scheme Document.
If the Offer does not become effective by 10 October 2012, the Offer
will lapse (unless the parties agree otherwise with the consent of the
Panel).
16 Regulatory conditions
The Offer will be subject to the conditions and further terms set out
below and in Appendix I and the full terms and conditions which will be
set out in the Scheme Document. In particular, the Offer is subject to
a condition that the Australian Treasurer (acting on the advice of the
Foreign Investment Review Board ("FIRB")) approves the Offer or
statutory periods have elapsed with no objection having been received
from FIRB. St Barbara understands that the acquisition of Allied Gold
is consistent with Australia's foreign investment policy.
17 Overseas Shareholders
The availability of the Offer or distribution of this announcement to
persons not resident in the United Kingdom, Australia or the United
States or not located in Canada may be prohibited or affected by the
laws of the relevant jurisdictions. Such persons should inform
themselves about, and observe, any applicable legal or regulatory
requirements of their jurisdiction. If you remain in any doubt, you
should consult an appropriate independent professional adviser in the
relevant jurisdiction without delay.
Further details in relation to overseas Allied Gold Shareholders will
be contained in the Scheme Document.
18 Delisting and re-registration
Upon or shortly after the Effective Date, it is intended that St
Barbara will procure that Allied Gold makes applications to (i) cancel
the listing of Allied Gold Shares on the UKLA's Official List, (ii)
cancel trading in Allied Gold Shares on the London Stock Exchange's
Main Market for listed securities and the Australian Securities
Exchange and (iii) delist the Allied Gold Shares from the Toronto Stock
Exchange.
On the Effective Date, Allied Gold will become a wholly-owned
subsidiary of St Barbara and share certificates in respect of the
Allied Gold Shares will cease to be valid and should be destroyed.
Entitlements to Allied Gold Shares held within the CREST system will be
cancelled on the Effective Date.
It is also proposed that on or following the Effective Date, Allied
Gold will be re-registered as a private limited company. In addition
the articles of association of Allied will be amended to that of a
private limited company with a provision for St Barbara to
automatically acquire any new Allied Gold Shares which may be required
to be issued, following the Scheme becoming effective, in respect of
any of the outstanding options under the Allied Gold Employee Option
Plans, for A$1.025 in cash and 0.8 St Barbara Consideration Shares for
each Allied Gold Share.
19 General
The Offer will be made on the terms and subject to the conditions and
further terms set out herein and in Appendix I to this announcement and
subject to the applicable rules and regulations of the UKLA, the London
Stock Exchange and the City Code.
The Scheme will be governed by English law and will be subject to the
jurisdiction of the English courts and the Conditions and further terms
set out in Appendix I to this announcement and to the full terms and
Conditions to be set out in the Scheme Document.
The bases and sources of certain financial information contained in
this announcement are set out in Appendix II to this announcement. A
summary of the irrevocable undertakings and the letters of intent is
contained in Appendix III to this announcement. Certain terms used in
this announcement are defined in Appendix IV to this announcement.
20 Documents on display
Copies of the following documents will be made available, subject to
certain restrictions relating to persons resident in any Restricted
Jurisdiction, on St Barbara's website (www.stbarbara.com.au) and Allied
Gold's website (www.alliedgold.com.au) by no later than 12 noon (London
time) on 30 June 2012 until the end of the Offer:
* syndicated Facility Agreement between St Barbara, National
Australia Bank Limited (as Agent, Arranger and Initial Financier),
Barclays Bank plc (as Arranger and Initial Financier);
* amendment and Restatement Deed between St Barbara, National
Australia Bank Limited (as Agent and Financier) and Barclays Bank plc
(as Financier), in respect of the Common Terms Agreement dated 11 May
2010 between the same parties;
* amending Deed (Security Trust Deed) between St Barbara, National
Australia Bank Limited (as Initial Senior Beneficiary, Security Trustee
and Agent) and Barclays Bank plc (as Initial Senior Beneficiary);
* security Trust Deed dated 11 May 2010 between St Barbara,
National Australia Bank Limited (as Security Trustee and Initial Senior
Beneficiary) and Barclays (as Initial Senior Beneficiary);
* priority and Consent Deed between St Barbara, National Australia
Bank Limited (as Security Trustee) and EXP T1 Ltd;
* deed of Security between St Barbara and National Australia Bank
Limited (as Security Trustee) in relation to all of St Barbara's
assets;
* irrevocable undertakings and letters of intent referred to in
paragraph 6 above and summarised in Appendix III to this announcement;
* commitment letter between National Australia Bank Limited,
Barclays Bank plc and St Barbara;
* fee letter between St Barbara and National Australia Bank
Limited;
* fee letter between St Barbara and Barclays Bank plc; and
* the Confidentiality Agreement.
Enquiries:
St Barbara
Ross Kennedy, Executive General Manager Corporate Services +613 8660
/ Company Secretary 1903
Lazard (Lead Financial Adviser to St Barbara)
+613 9657
Eka Nirapathpongporn, Managing Director 8414
Allied Gold
Joe Dowling, General Manager Investor Relations and +61 403 369
Communications 232
RBC (Financial Adviser and Corporate Broker to Allied Gold)
+44 20 7653
Stephen McPherson, Jonathan Stephens, M&A (UK) 4000
+612 9033
Duncan St John, M&A (Australia) 3307
Stephen Foss, Matthew Coakes, Corporate +44 20 7653
Broking 4000
Media Enquiries:
Nightingale (Media Adviser to St Barbara) +613 9614
6930
+61 458 680
Tim Williamson 130
+61 409 150
Lisa Keenan 771
StockWell (UK Media Adviser to St Barbara) +44 20 3370
0013
+44 7887 954
Philip Gawith 048
+44 7557 413
Rob Morgan 275
Buchanan (UK Media Adviser to Allied Gold)
+44 20 7466
Bobby Morse 5000
+44 20 7466
James Strong 5000
The Offer will be made on the terms and subject to the conditions and
further terms set out herein and in Appendix I to this announcement and
the further terms and conditions to be set out in the Scheme Document
and Forms of Proxy when issued. The bases and sources of certain
financial information contained in this announcement are set out in
Appendix II to this announcement. A summary of the irrevocable
undertakings given by the Allied Gold Directors and the irrevocable
undertakings and letters of intent given by certain other Allied Gold
Shareholders is contained in Appendix III to this announcement. Certain
terms used in this announcement are defined in Appendix IV to this
announcement.
Lazard, which is authorised and regulated in the UK by the Financial
Services Authority, is acting exclusively for St Barbara and no one
else in connection with the Offer and this announcement and will not be
responsible to anyone other than St Barbara for providing the
protections afforded to clients of Lazard nor for providing advice in
connection with the Offer or any matter referred to herein.
RBC Capital Markets, which is authorised and regulated in the UK by the
Financial Services Authority, is acting exclusively for Allied Gold and
no one else in connection with the Offer and this announcement and will
not be responsible to anyone other than Allied Gold for providing the
protections afforded to clients of RBC Capital Markets nor for
providing advice in connection with the Offer or any matter referred to
herein
Barclays, which is authorised and regulated in the UK by the Financial
Services Authority, is acting exclusively for St Barbara and no one
else in connection with the Offer and this announcement and will not be
responsible to anyone other than St Barbara for providing the
protections afforded to clients of Barclays nor for providing advice in
connection with the Offer or any matter referred to herein.
St Barbara reserves the right to elect, with the consent of the Panel
(where necessary), to implement the Offer by way of a Takeover Offer.
In such event, the Takeover Offer will be implemented on substantially
the same terms, subject to appropriate amendments, as those which would
apply to the Offer.
Further information
This announcement is for information purposes only and does not
constitute or form part of an offer or invitation to sell or the
solicitation of an offer to subscribe for or buy or an invitation to
purchase or subscribe for any securities or the solicitation of any
vote or approval in any jurisdiction pursuant to the Offer or
otherwise, nor shall there be any sale, issuance or transfer of the
securities in any jurisdiction in contravention of applicable law. Any
vote in respect of the Scheme or other response in relation to the
Offer should be made only on the basis of the information in the Scheme
Document or any document by which the Offer is made. The Offer will be
made solely by means of the Scheme Document, which will contain the
full terms and conditions of the Offer, including details of how to
vote in favour of the Scheme. Allied Gold and St Barbara urge Allied
Gold Shareholders to read the Scheme Document which will be distributed
to Scheme Shareholders in due course (with the exception of certain
Scheme Shareholders in Restricted Jurisdictions), as it will contain
important information relating to the Offer.
Whether or not certain Allied Gold Shares are voted at the Court
Meeting or the General Meeting, if the Scheme becomes Effective, those
Allied Gold Shares will be cancelled pursuant to the Scheme in return
for the issue of 0.8 St Barbara Consideration Shares and the payment of
A$1.025 per Allied Gold Share.
This announcement does not constitute a prospectus or prospectus
equivalent document.
This announcement has been prepared for the purpose of complying with
English law and the City Code and the information disclosed may not be
the same as that which would have been disclosed if this announcement
had been prepared in accordance with the laws of jurisdictions outside
the United Kingdom.
Overseas shareholders
The availability of the Offer to Allied Gold Shareholders who are not
resident in the United Kingdom, Australia or the United States or not
located in Canada may be affected by the laws of the relevant
jurisdictions in which they are located or of which they are resident.
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom, Australia or the United States or not
located in Canada or who are subject to other jurisdictions should
inform themselves of, and observe, any applicable requirements of their
jurisdictions. Any failure to comply with the applicable restrictions
may constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law, the
companies involved in the Offer disclaim any responsibility or
liability for the violation of such restrictions by any person. This
announcement has been prepared for the purposes of complying with
English law, the Listing Rules, the rules of the London Stock Exchange
and the City Code and the information disclosed may not be the same as
that which would have been disclosed if this announcement had been
prepared in accordance with the laws of any jurisdiction outside the
United Kingdom.
Further details in relation to overseas Allied Gold shareholders will
be contained in the Scheme Document.
The Offer relates to the shares in an English company and is proposed
to be made by means of a scheme of arrangement provided for under
company law of the United Kingdom. The scheme of arrangement will
relate to the shares of a UK company that is a 'foreign private issuer'
as defined under Rule 3b-4 under the Securities Exchange Act of 1934,
as amended (the "Exchange Act") and (b) a "designated foreign issuer"
under applicable Canadian securities laws. A transaction effected by
means of a scheme of arrangement is not subject to the shareholder
vote, proxy and tender offer rules under Australian law, Canadian law
or the Exchange Act. Accordingly, the Offer is subject to the
disclosure requirements and practices applicable in the UK to schemes
of arrangement, which differ from the disclosure requirements and
practices of Australian, Canadian or US shareholder vote, proxy and
tender offer rules. Financial information included in the relevant
documentation will have been prepared in accordance with accounting
standards applicable in the UK that may not be comparable to the
financial statements of Australian, Canadian or US companies.
No securities regulatory authority in any Canadian jurisdiction has (a)
approved or disapproved of the Offer; (b) passed upon the merits or
fairness of the Offer; or (c) passed upon the adequacy or accuracy of
the disclosure in this announcement. Any representation to the contrary
is an offence in Canada.
Any securities to be offered pursuant to the Offer as described in this
announcement have not been and will not be registered under the US
Securities Act of 1933, as amended (the "Securities Act"), or under the
securities laws of any state, district or other jurisdiction of the
United States, or of Canada, Australia or Japan. Accordingly, such
securities may not be offered, sold or delivered, directly or
indirectly, in or into such jurisdictions except pursuant to exemptions
from applicable requirements of such jurisdictions. The St Barbara
Shares to be issued in exchange for Scheme Shares pursuant to the
Scheme will be issued in reliance upon exemptions from the prospectus
requirements of securities legislation in each province and territory
of Canada. Subject to certain disclosure and regulatory requirements
and to customary restrictions applicable to distributions of shares
that constitute "control distributions", St Barbara Shares issued
pursuant to the Scheme may be resold in each province and territory in
Canada, however the first trade in such St Barbara Shares will be
subject to the standard conditions that no unusual effort has been made
to prepare the market or create demand, no extraordinary commission or
consideration is paid and, if the selling shareholder is an insider or
officer of St Barbara, such shareholder has no reasonable grounds to
believe that St Barbara is in default of securities legislation.
If St Barbara exercises its right to implement the Offer by way of a
Takeover Offer, the Offer will be made in compliance with all
applicable regulations.
Copies of this announcement and formal documentation relating to the
Offer will not be and must not be, mailed or otherwise forwarded,
distributed or sent in, into or from any jurisdiction where to do so
would violate the laws of that jurisdiction.
Forward looking statements
This announcement, any oral statements made by St Barbara or Allied
Gold in relation to the Offer, and other information published by St
Barbara or Allied Gold, may contain statements about St Barbara and
Allied Gold that are or may be forward looking statements. All
statements other than statements of historical facts included in this
announcement may be forward looking statements. Without limitation, any
statements preceded or followed by or that include the words
"targets","plans", "believes", "expects", "aims", "intends", "will",
"may","anticipates", "estimates", "projects" or words or terms of similar
substance or the negative thereof, are forward looking statements.
Forward looking statements include statements relating to the
following: (i) statements about the expected effects of the Offer on
Allied Gold, St Barbara, the expected timing and scope of the Offer;
(ii) future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects; (iii) business and
management strategies and the expansion and growth of St Barbara's or
Allied Gold's operations and potential synergies resulting from the
Offer; (iv) the effects of government regulation on St Barbara's or
Allied Gold's business and (v) all other statements in this
announcement other than historical facts.
Such forward looking statements involve risks and uncertainties that
could significantly affect expected results and are based on certain
key assumptions. Many factors could cause actual results to differ
materially from those projected or implied in any forward looking
statements. Due to such uncertainties and risks, readers are cautioned
not to place undue reliance on such forward looking statements. None of
St Barbara and Allied Gold, including members of their respective
groups, nor any of their respective advisors, associates, directors or
officers undertakes any obligation to update publicly, expressly
disclaim or revise forward-looking statements, whether as a result of
new information, future events or otherwise, except to the extent
legally required or provides any representation, assurance or guarantee
that the occurrence of events expressed or implied in any forward
looking statement in this announcement will actually occur.
Except as may be required by applicable law, St Barbara and Allied Gold
do not undertake any obligation to publicly update or revise any
forward looking statements in this presentation.
Not a profit forecast
No statement in this announcement is intended as a profit forecast or
profit estimate and no statement in this announcement should be
interpreted to mean that the future earnings per share of the St
Barbara Group as enlarged by the Offer, St Barbara and/or Allied Gold
for current or future financial years will necessarily match or exceed
the historical or published earnings per share of St Barbara or Allied
Gold.
Competent person's statement
The information in this announcement that relates to Exploration
Results and Mineral Resources for St Barbara, together with any related
assessments and interpretations, has been based on information compiled
by Phillip Uttley who is a Fellow of The Australasian Institute of
Mining and Metallurgy. Phillip Uttley is a full-time employee of St
Barbara. Phillip Uttley has sufficient experience which is relevant to
the style of mineralisation and type of deposit under consideration and
to the activity which he is undertaking to qualify as a Competent
Person as defined in the 2004 Edition of the 'Australasian Code for
Reporting of Exploration Results, Mineral Resources and Ore Reserves'
(JORC Code). Phillip Uttley consents to the inclusion of the
information contained in this announcement in the form and context in
which it appears.
The information in this announcement that relates to Ore Reserves for
St Barbara, together with any related assessments and interpretations,
has been based on information compiled by Andrew Law who is a Member or
Fellow of The Australasian Institute of Mining and Metallurgy. Andrew
Law is a full-time employee of the consulting firm Optiro and was a
full-time employee of St Barbara as of 30 June 2011. Andrew Law has
sufficient experience which is relevant to the style of mineralisation
and type of deposit under consideration and to the activity which he is
undertaking to qualify as a Competent Person as defined in the 2004
Edition of the 'Australasian Code for Reporting of Exploration Results,
Mineral Resources and Ore Reserves' (JORC Code). Andrew Law consents to
the inclusion of the information contained in Appendix V of this
announcement relating to Proved and Probable Ore Reserves in the form
and context in which it appears.
The information in this announcement that relates to production
forecasts for St Barbara is based on Ore Reserves.
The information in this announcement that relates to Exploration
Results and Mineral Resources for Allied Gold, together with any
related assessments and interpretations, has been based on information
compiled by Colin Ross Hastings who is a Member or Fellow of The
Australasian Institute of Mining and Metallurgy and included in a list
promulgated by the ASX from time to time. Colin Ross Hastings is a
full-time employee of Allied Gold. Colin Ross Hastings has sufficient
experience which is relevant to the style of mineralisation and type of
deposit under consideration and to the activity which he is undertaking
to qualify as a Competent Person as defined in the 2004 Edition of
the'Australasian Code for Reporting of Exploration Results, Mineral
Resources and Ore Reserves' (JORC Code). Colin Ross Hastings consents
to the inclusion of the information contained in this announcement in
the form and context in which it appears.
The information in this announcement that relates to Ore Reserves for
Allied Gold, together with any related assessments and interpretations,
has been based on information compiled by Colin Ross Hastings who is a
Member or Fellow of The Australasian Institute of Mining and Metallurgy
and included in a list promulgated by the ASX from time to time. Colin
Ross Hastings is a full-time employee of Allied Gold. Colin Ross
Hastings has sufficient experience which is relevant to the style of
mineralisation and type of deposit under consideration and to the
activity which he is undertaking to qualify as a Competent Person as
defined in the 2004 Edition of the 'Australasian Code for Reporting of
Exploration Results, Mineral Resources and Ore Reserves' (JORC Code).
Colin Ross Hastings consents to the inclusion of the information
contained in this announcement in the form and context in which it
appears.
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in 1% or
more of any class of relevant securities of an offeree company or of
any paper offeror (being any offeror other than an offeror in respect
of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the
announcement in which any paper offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests and
short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any paper
offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3
(a) applies must be made by no later than 3.30 pm (London time) on the
10th business day following the commencement of the offer period and,
if appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any paper offeror is
first identified. Relevant persons who deal in the relevant securities
of the offeree company or of a paper offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any paper offeror must make a Dealing Disclosure
if the person deals in any relevant securities of the offeree company
or of any paper offeror. A Dealing Disclosure must contain details of
the dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i)
the offeree company and (ii) any paper offeror, save to the extent that
these details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by no
later than 3.30 pm (London time) on the business day following the date
of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper
offeror, they will be deemed to be a single person for the purpose of
Rule 8.3.
Opening Position Disclosures must also be made by the offeree company
and by any offeror and Dealing Disclosures must also be made by the
offeree company, by any offeror and by any persons acting in concert
with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on the
Takeover Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the offer
period commenced and when any offeror was first identified. You should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if
you are in any doubt as to whether you are required to make an Opening
Position Disclosure or a Dealing Disclosure.
This summary should be read in conjunction with the full text of this
announcement. Appendix I to this announcement contains the conditions
to, and certain further terms of, the Offer. Appendix II to this
announcement contains further details of the sources of information and
bases of calculations set out in this announcement. Appendix III
contains a summary of the irrevocable undertakings given by the Allied
Gold Directors and by certain institutional shareholders. Appendix IV
contains definitions of certain expressions used in this summary and in
this announcement.
Information relating to Allied Gold shareholders
Please be aware that addresses, electronic addresses and certain
information provided by Allied Gold Shareholders, persons with
information rights and relevant persons for the receipt of electronic
communications from Allied Gold may be provided to St Barbara during
the Offer Period where requested under Section 4 of Appendix 4 of the
City Code.
Publication on website
A copy of this announcement will be made available, free of charge
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, at www.stbarbara.com.au and
www.alliedgold.com.au by no later than 12 noon (London time) on the
Business Day following the date of this announcement.
Neither the content of the website referred to in this announcement nor
the content of any website accessible from hyperlinks on St Barbara or
Allied Gold's website (or any other website) is incorporated into, or
forms part of, this announcement.
Rule 2.10 Disclosures
In accordance with Rule 2.10 of the Code, Allied Gold confirms that it
has 204,318,414 Allied Gold Shares in issue and admitted to listing on
the Official List and to trading on the London Stock Exchange, the
Australian Securities Exchange and the Toronto Stock Exchange under
ISIN reference GB00B44QDS07.
In accordance with Rule 2.10 of the Code, St Barbara confirms that it
has 324,620,389 St Barbara Shares in issue. The St Barbara Shares are
listed on the Australian Securities Exchange under ISIN reference
AU000000SBM8.
APPENDIX I
CONDITIONS AND FURTHER TERMS OF THE SCHEME AND THE OFFER
Part A. Conditions of the Offer
1. The Offer is conditional upon the Scheme becoming unconditional
and Effective, subject to the Code, by no later than the Long Stop Date
or such later date (if any) as St Barbara and Allied Gold may agree and
the Panel and the Court may allow.
2. The Scheme will be conditional upon:
(a) its approval by a majority in number representing not less than
75 per cent. in value of the Scheme Shareholders who are present and
vote, whether in person or by proxy, at the Court Meeting and at any
separate class meeting which may be required by the Court (or any
adjournment of such meeting); and
(b) the Resolutions being duly passed by Allied Gold Shareholders by
the requisite majority at the General Meeting (or any adjournment of
such meeting); and
(c) the sanction of the Scheme by the Court (with or without
modification but subject to any modification being on terms reasonably
acceptable to Allied Gold and St Barbara) and confirmation of the
Capital Reduction by the Court and:
(A) the delivery of the Court Order(s) and the
requisite Statement of Capital attached to it to the Registrar; and
(B) if so ordered in order to take effect, the
registration of the Court Order effecting the Capital Reduction and
such Statement of Capital by the Registrar; and
3. In addition, the Offer is conditional upon the following
Conditions and, accordingly, the Court Order(s) will not be delivered
to the Registrar unless such Conditions (as amended if appropriate)
have been satisfied or, where relevant, waived:
(a) save as Disclosed there being no provision of any agreement,
arrangement, licence, permit, lease or other instrument to which any
member of the Allied Gold Group is a party or by or to which any such
member or any of its assets may be bound, entitled or subject, or any
circumstance which in each case as a consequence of the Offer or the
proposedacquisition of any shares or other securities in Allied Gold by
any member of the St Barbara Group or because of a change in the
control or management of the Allied Gold Group or otherwise, could or
might reasonably be expected to result in, to an extent in any such
case which is material in the context of the Wider Allied Gold Group
taken as a whole:
(i) any monies borrowed by or any other indebtedness
(actual or contingent) of, or grant available to any such member, being
or becoming repayable or capable of being declared repayable
immediately or earlier than the repayment date stated in such agreement
or the ability of any such member to borrow monies or incur any
indebtedness being withdrawn or inhibited or being capable of becoming
or being withdrawn or inhibited;
(ii) any such agreement, arrangement, licence, permit,
lease or instrument or the interests or business of any such member or
the rights, liabilities or obligations of any such member hereunder
being, or becoming capable of being, terminated or adversely modified
or affected or any obligation or liability arising or any adverse
action being taken or arising thereunder;
(iii) any assets owned or used by any such member or any
interest in such asset being or failing to be disposed of or charged or
ceasing to be available to any such member or any right arising under
which any such asset or interest could be required to be disposed of or
charged or could cease to be available to any such member;
(iv) the creation or enforcement of any mortgage, charge
or other security interest over the whole or any part of the business,
property, assets or interests of any such member or any such mortgage,
charge or other security interest (whenever arising or having arisen)
being enforced or becoming enforceable;
(v) the rights, liabilities, obligations or interests of
any such member in, or the business of any such member with, any
person, firm, company, body or venture (or any agreement(s) or
arrangement(s) relating to any such interest or business) being
terminated, adversely modified or adversely affected;
(vi) the business, assets, liabilities, profits, financial
or trading position, prospects or value of any such member being
adversely affected;
(vii) any such member ceasing to be able to carry on
business under any name or in any jurisdiction under or in which it
presently does so;
(viii) the creation of any liability, actual or contingent,
by or in respect of any such member; or
(ix) any requirement on any such member to acquire,
subscribe, pay-up or repay any shares or other securities,
and no event having occurred which, under any provision of any
agreement, arrangement, licence, permit, lease or other instrument to
which any member of the Allied Gold Group is a party or by or to which
any such member or any of its assets may be bound, entitled or subject,
could reasonably be expected to result in any of the events or
circumstances as are referred to in sub-paragraphs (i) to (ix) of this
condition 3(a), to an extent in any such case which is material in the
context of the Wider Allied Gold Group taken as a whole;
(b) no Regulatory Authority having given notice in writing of a
decision to take, institute, implement or threaten any action,
proceeding, suit, investigation, enquiry or reference, or having
required any action to betaken or having enacted, made or proposed any
statute, regulation, decision or order, and there not continuing to be
outstanding any statute, regulation, decision or order, which would or
might reasonably be expected to be material in the context of the Wider
Allied Gold Group, or Wider St Barbara Group, as the case may be, when
taken as a whole:
(i) require, prevent or delay the divestiture, or alter
the terms envisaged for any proposed divestiture by any member of the
St Barbara Group or any member of the Allied Gold Group of all or any
part of their respective businesses, assets, liabilities or property or
of any Allied Gold Shares or other securities in Allied Gold or any
member of the St Barbara Group or impose any limitation on the ability
of any of them to conduct their respective businesses (or any of them)
or to hold or exercise any right of ownership in respect of, or to
exercise any management control over, any of their respective assets,
properties or businesses or any part thereof;
(ii) otherwise materially adversely affect any or all of
the business, assets, liabilities, profits, financial or trading
position, profits, operational performance, prospects or value of any
member of the Allied Gold Group;
(iii) make the Offer, its implementation or the
acquisition or proposed acquisition by St Barbara or any member of the
St Barbara Group of any shares or other securities, or control or
management of, Allied Gold void, illegal and/or unenforceable under the
laws of any jurisdiction, or otherwise, directly or indirectly,
restrain, prevent, restrict, prohibit, or delay the same, or impose
additional material adverse conditions or obligations with respect to,
or otherwise impede, challenge, interfere or require material amendment
of the Offer or the acquisition by St Barbara or any member of the St
Barbara Group of any shares or other securities in Allied Gold;
(iv) require any member of the St Barbara Group or the
Allied Gold Group to acquire, or to offer to acquire, any shares or
other securities (or the equivalent) or interest in any member of the
Allied Gold Group or the St Barbara Group owned by any third party
(other than in the implementation of the Offer); or
(v) result in any member of the Allied Gold Group or the
St Barbara Group ceasing to be able to carry on all or any part of its
business under any name or in any jurisdiction under or in which it
presently does so; or
(vi) result in the refusal, withholding, suspension,
withdrawal, cancellation, termination or modification in whole or in
part of any licence, authority, permission or privilege held by or
enjoyed by the Wider Allied Gold Group or any member of the St Barbara
Group which is necessary for the carrying on of its respective business
or the imposition of any conditions, restrictions or limitations upon
such licence, authority, permission or privilege which would or might
materially inhibit the exercise thereof,
and all applicable waiting and other time periods (including any
extension(s) thereof) during which any such Regulatory Authority could
institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference or any other step under the laws of
any jurisdiction in respect of the Offer or proposed acquisition of any
shares or securities in Allied Gold having expired, lapsed or been
terminated;
(c) all necessary notifications, filings or applications in
connection with the Offer or the acquisition by any member of the St
Barbara Group of any shares or other securities in, or control of,
Allied Gold having been made and all necessary waiting periods
(including extension(s) thereof) under applicable legislation or
regulation of any jurisdiction having expired, lapsed or terminated (as
appropriate) and all statutory or regulatory obligations in any
jurisdiction having been complied with in connection with the Offer or
the acquisition by any member of the St Barbara Group of any shares or
other securities in, or control of, Allied Gold and all Approvals
necessary or appropriate in any jurisdiction for or in respect of the
Offer or the proposed acquisition of any shares or other securities in,
or control of, Allied Gold by any member of the St Barbara Group having
been obtained on terms and in a form reasonably satisfactory to St
Barbara from all appropriate Regulatory Authorities and, without
prejudice to the generality of the foregoing, from any persons or
bodies with whom any member of the Allied Gold Group has entered into
contractual arrangements, and all such Approvals together with all
Approvals necessary for the carrying on of the business of any member
of the Allied Gold Group remaining in full force and effect and all
filings necessary for such purpose having been made and there being no
notice or intimation of any intention to revoke, suspend, not to renew,
or materially restrict or amend any of the same;
(d) one of the following events having occurred:
(i) St Barbara is informed in writing by or on behalf of the
Australian Federal Treasurer that there are no objections under the
Australian Government's Foreign Investment Policy or the Australian
Foreign Acquisitions and Takeovers Act 1975 (Cth) ("Australian FATA")
to the Offer (such notice to be subject to no conditions or only to
those conditions that St Barbara considers in its absolute discretion
to be acceptable);
(ii) the period provided under the Australian FATA during which
the Australian Federal Treasurer may make an order or an interim order
under the Australian FATA prohibiting the Offer having expired, without
such an order having been made; or
(iii) the period during which the Australian Federal Treasurer is
empowered by section 26 of the Australian FATA to make a final order
prohibiting the Offer has expired without any order having been made;
(e) except as Disclosed, no member of the Allied Gold Group having,
since 30 June 2011:
(i) save as between Allied Gold and wholly-owned
subsidiaries of Allied Gold or upon the exercise of options granted in
the ordinary course under the Allied Gold Share Schemes, issued or
agreed to issue or authorised the issue or proposed the issue of
additional shares of any class, or securities convertible into, or
rights, warrants or options to subscribe for or acquire any such shares
or convertible securities;
(ii) purchased, redeemed or repaid or announced any
proposal to purchase, redeem or repay any of its own shares (including
treasury shares) or other securities or reduced or, save in respect to
the matters mentioned in sub-paragraph (i) above, made or authorised
any other change to any part of its share capital;
(iii) other than to another member of the Allied Gold
Group, recommended, declared, paid or made or proposed to recommend,
declare, pay or make any bonus, dividend or other distribution, whether
payable in cash or otherwise;
(iv) save for intra-Allied Gold Group transactions, merged
with or demerged from anybody corporate, partnership or business or
authorised, proposed or announced any intention to propose the same;
(v) other than in the ordinary course of business,
acquired or disposed of or transferred, mortgaged, charged or created
any security interest over, any material business or material asset or
any right, title or interest in any material business or material asset
(including shares and trade investments) or authorised, proposed or
announced any intention to propose the same;
(vi) save for intra-Allied Gold Group transactions, made
or authorised or proposed or announced an intention to propose any
change in its loan capital (to an extent in any such case which is
material in the context of the Wider Allied Gold Group taken as a
whole);
(vii) issued, authorised or proposed the issue of any
debentures or made any changes in or to any debentures or, save for
intra-Allied Gold Group transactions and other than in the ordinary
course of its business, incurred or increased any indebtedness or
liability (actual or contingent) or proposed to do any of the foregoing
(to an extent in any such case which is material in the context of the
Wider Allied Gold Group taken as a whole);
(viii) save for intra-Allied Gold Group transactions,
entered into, implemented, effected, authorised, proposed or announced
any merger, demerger, reconstruction, amalgamation, scheme, commitment
or other equivalent transaction or arrangement in respect of itself or
another member of the Allied Gold Group other than the Offer;
(ix) entered into, or varied the terms of, or made any
offer (which remains open for acceptance) to enter into or vary the
terms of, any agreement, arrangement, instrument, commitment or
obligation with or for the benefit of any of the directors or senior
executives or any connected person of any such person (within the
meaning of the Companies Act) of any member of the Allied Gold Group,
including any retirement, death or disability benefit or any share
option or bonus scheme;
(x) entered into, or varied (in a manner which is
prejudicial to the Allied Gold Group taken as a whole) or terminated,
or authorised, proposed or announced its intention to enter into, vary
(in a manner which is prejudicial to the Allied Gold Group taken as a
whole) or terminate any contract, agreement, transaction, arrangement,
commitment or obligation (whether in respect of capital expenditure or
otherwise) which:
(A) is of a long term, onerous or unusual nature or
magnitude; and
(B) materially restricts or might materially
restrict the business of any member of the Allied Gold Group; or
© is outside of the ordinary course of business;
(xi) terminated or varied the terms of any agreement or
arrangement between any member of the Allied Gold Group and any other
person in a manner which would or might have a material adverse effect
on the financial position or prospects of the Allied Gold Group taken
as a whole;
(xii) (other than in respect of a member of the Wider
Allied Gold Group which is dormant and was solvent at the relevant
time) taken any corporate action or had any legal proceedings started
or threatened against it or had any order made for its winding-up,
dissolution or reorganisation or for the appointment of a receiver,
administrative receiver, administrator, trustee or similar officer of
all or any of its assets or revenues or any analogous proceedings in
any jurisdiction or had any such person appointed (in any case which is
material in the context of the Wider Allied Group taken as a whole);
(xiii) been unable, or admitted that it is unable, to pay
its debts or having stopped or suspended (or threatened to stop or
suspend) payment of its debts generally or ceased or threatened to
cease carrying on all or a material part of its business;
(xiv) waived or compromised any claim that is material in
the context of the business of the Wider Allied Gold Group taken as a
whole;
(xv) made any alteration to its memorandum or articles of
association (in each case, other than an alteration in connection with
the Scheme) or, except for any change required by reason of a
concurrent change in applicable law, regulation or generally accepted
accounting practice, to any method of accounting or accounting practice
used by it on the date hereof (to an extent which is material in the
context of the Offer);
(xvi) entered into or varied any contract, commitment,
transaction arrangement or agreement or passed any resolution or made
any offer (which remains open for acceptance) with respect to or
announced any intention to, or proposed to, effect any of the
transactions, matters or events referred to in this condition (d);
(xvii) made or agreed or consented to any change to:
(A) the terms of the trust deeds constituting the
pension scheme(s) established by any member of the Allied Gold Group
for its directors, employees or their dependents;
(B) the contributions payable to any such scheme(s)
or to the benefits which accrue or to the pensions that are payable
thereunder;
© the basis on which qualification for, or accrual
or entitlement to, such benefits or pensions are calculated or
determined; or
(D) the basis upon which liabilities (including
pensions) of such pension scheme(s)are funded, valued or made.
which in any such case is material in the context of
the Wider Allied Gold Group taken as a whole; or
(xviii) proposed, agreed to provide or modified the terms of
any share option scheme, incentive scheme or other benefit relating to
the employment or termination of employment of any person employed by
the Allied Gold Group (which is material in the context of the Wider
Allied Gold Group taken as a whole);
(f) except as Disclosed, since 30 June 2011:
(i) no material adverse change or deterioration having
occurred in the business, assets, financial or trading position or
profits of any member of the Allied Gold Group;
(ii) no litigation, arbitration proceedings, prosecution
or other legal proceedings to which any member of the Allied Gold Group
is or may become a party (whether as a claimant, defendant or
otherwise) and no enquiry or investigation by or complaint or reference
to any Regulatory Authority against or in respect of any member of the
Allied Gold Group having been implemented, instituted, announced or
threatened by or against or remaining outstanding against or in respect
of any member of the Allied Gold Group (which in any such case is
material in the context of the Wider Allied Gold Group taken as a whole
or in the context of the Offer);
(iii) no contingent or other liability having arisen,
become apparent to St Barbara or been increased, other than in the
ordinary course of business, which would or might be reasonably likely
to materially and adversely affect any member of the Allied Gold Group;
and
(iv) no steps having been taken which are reasonably
likely to result in the withdrawal (without replacement), cancellation,
termination or modification of any licence held by any member of the
Allied Gold Group which is necessary for the proper carrying on of its
business;
(g) save as Disclosed, St Barbara not having discovered:
(i) that any financial, business or other information
concerning Allied Gold or the Allied Gold Group as contained in the
information disclosed at any time by or on behalf of any member of the
Allied Gold Group whether publicly, to any member of the St Barbara
Group or otherwise is misleading, contains a misrepresentation of fact
or omits to state a fact necessary to make the information therein
accurate or not misleading (to an extent in any such case which is
material in the context of the Wider Allied Gold Group taken as a whole
or in the context of the Offer); or
(ii) that any member of the Allied Gold Group, or any
partnership, company or other entity in which any member of the Allied
Gold Group has an interest and which is not a subsidiary undertaking of
Allied Gold is, otherwise than in the ordinary course of business,
subject to any liability (contingent or otherwise) which is material in
the context of the Wider Allied Gold Group or in the context of the
Offer;
(h) save as Disclosed, St Barbara not having discovered that:
(i) any past or present member of the Allied Gold Group
has failed to comply with any and/or all applicable legislation or
regulation or any agreement or arrangement concerning any relevant
jurisdiction with regard to the use, storage, treatment, transport,
handling, disposal, spillage, release, discharge, leak or emission of
any waste or hazardous substances, or of any substance likely to impair
the environment or harm human health or animal health, or otherwise
relating to environmental matters or the health and safety of any
person, or that there has otherwise been any such use, storage,
treatment, transport, handling, disposal, spillage, release, discharge,
leak or emission (whether or not the same constituted a non-compliance
by any person with any such legislation, regulation, agreement or
arrangement, and wherever the same may have taken place) any of which
use, storage, treatment, transport, handling disposal, spillage,
release, discharge, leak or emission would, in each case, would or
might be likely to give rise to any liability (actual or contingent) on
the part of any member of the Allied Gold Group (which in any such case
is material in the context of the Wider Allied Gold Group taken as a
whole or in the context of the Offer);
(ii) there is, or is reasonably likely to be, any
liability (actual or contingent) of any past or present member of the
Allied Gold Group to make good, repair, reinstate or clean up any
property or any controlled waters now or previously owned, occupied,
operated or made use of or controlled by any such past or present
member of the Allied Gold Group, under any environmental legislation,
regulation, decision, notice, circular or order of any Regulatory
Authority or otherwise in any jurisdiction (which in any such case is
material in the context of the Wider Allied Gold Group taken as a whole
or in the context of the Offer); or
(iii) circumstances exist whereby a person or class of
person would be reasonably likely to have any claim or claims in
respect of any product or process of manufacture or material used
therein now or previously manufactured, sold or carried out by any past
or present member of the Allied Gold Group (which in any such case is
material in the context of the Wider Allied Gold Group taken as a whole
or in the context of the Offer); and
(i) ASX granting permission for the admission to quotation of the St
Barbara Shares to be issued in connection with the Scheme on the stock
market conducted by ASX, subject only to:
(i) completion of the allotment and issue of such
shares; and
(ii) the provision of the following information to ASX:
(A) the date of allotment and the number of
securities for which quotation is sought;
(B) a statement setting out the issued capital of St
Barbara following allotment; and
© a statement setting out the names of the 20
largest holders of St Barbara Shares and the percentage held by each.
2. Part B: Certain further terms of the Offer
Subject to the requirements of the Panel, St Barbara reserves the right
to waive in whole or in part, all or any of Conditions 3(a) to (i)
(inclusive).
St Barbara shall be under no obligation to waive (if capable of waiver)
or treat as satisfied any condition by a date earlier than the latest
date for the fulfilment of that Condition, notwithstanding that the
other Conditions of the Offer may at such earlier date have been waived
or fulfilled and that there are at such earlier date no circumstances
indicating that any of such conditions may not be capable of
fulfilment.
If St Barbara is required by the Panel to make an offer for Allied Gold
Shares under the provisions of Rule 9 of the Code, St Barbara may make
such alterations to any of the above conditions as are necessary to
comply with the provisions of that Rule.
The Offer will lapse if it is referred to the Competition Commission or
is the subject of a decision to initiate proceedings under Article 6(1)
(c) of Council Regulation 139/2004/EC before the date of the Court
Meeting.
The Offer is governed by English law and be subject to the exclusive
jurisdiction of the English courts, to the conditions set out in Part A
above and the further terms set out in this Part B.
The availability of the Offer to persons not resident in the UK may be
affected by the laws of their relevant jurisdiction. Any persons who
are subject to the laws of any jurisdiction other than the UK should
inform themselves about and observe any applicable legal or regulatory
requirements of their jurisdiction.
The Offer will not be made, directly or indirectly, in or into, or by
use of the mails of, or by any means or instrumentality (including,
without limitation, facsimile transmission, telex, telephone or e-mail)
of interstate or foreign commerce of, or of any facility of a national
securities exchange of any jurisdiction if to do so would constitute a
violation of the relevant laws in such jurisdiction and the Offer will
not be capable of acceptance by any such use, means, instrumentality or
facility or from within any such jurisdiction.
Allied Gold Shares will be acquired under the Offer by St Barbara fully
paid and free from all liens, charges, equitable interests,
encumbrances, rights of pre-emption and other third party rights or
interests and together with all rights attaching thereto, including
without limitation the right to receive all dividends and other
distributions (if any) announced, declared, made or paid after the date
of the Announcement.
3. Part C: Certain other information in connection with the Offer
Allied Gold intends to post the Scheme Document on or around 16 July
2012.
St Barbara and Allied Gold, as permitted by Rule 21.2(b) of the City
Code, shall cooperate in relation to obtaining any consents,
clearances, permissions or waivers as may be necessary or expedient and
making all filings and waiting periods as are required under the law,
regulations or practices applied by any applicable regulatory authority
in connection with the conditions set out in Part A above.
APPENDIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION
In this announcement:
(i) As at the close of business on 28 June 2012, being the last
business day prior to the date of this announcement, St Barbara had in
issue 324,620,389 St Barbara Shares and Allied Gold had in issue
204,318,414 Allied Gold Shares. The ISIN for St Barbara Shares is
AU000000SBM8 and for the Allied Gold Shares is GB00B44QDS07.
(ii) The value placed on the issued and to be issued share capital
of Allied Gold (approximately GBP360 million) are based on 204,318,414
Allied Gold Shares in issue on 28 June 2012, being the last dealing day
prior to the date of this announcement.
(iii) The closing share price of St Barbara Shares on 28 June 2012
is derived from the Australian Securities Exchange.
(iv) The closing share price of Allied Gold Shares on 28 June 2012
is derived from the London Stock Exchange Daily Official List.
(v) Unless otherwise stated, the financial information relating to
Allied Gold is extracted or derived from the Annual Report and the
Quarterly Report (without any adjustment).
(vi) Unless otherwise stated, the financial information relating to
St Barbara is extracted or derived from the Annual Report and Accounts
of St Barbara for the financial year to 30 June 2011 and St Barbara's
Half Year Financial Report to 31 December 2011 and March 2012 Quarterly
Report (without any adjustments).
(vii) The exchange rate between Australian Dollars and UK sterling
was 0.6468 at 5pm GMT on 28 June 2012.
APPENDIX III
IRREVOCABLE UNDERTAKINGS, LETTERS OF INTENT AND VERBAL COMMITMENTS
Directors and other employees
St Barbara has received irrevocable undertakings from the Allied Gold
Directors to vote in favour of the Scheme and the resolutions to be
proposed at the Court Meeting and the General Meeting (and if the Offer
is subsequently structured as a Takeover Offer, to accept any such
offer made by St Barbara) in respect of their entire holdings in Allied
Gold Shares, representing approximately 1.1 per cent. of the existing
issued ordinary share capital of Allied Gold. Details of these
undertakings are set out below.
The irrevocable undertaking entered into by Mark Caruso relating to
1,521,257 Allied Gold Shares, includes 554,915 Allied Gold Shares that
are held by connected persons to Mark Caruso. As such, in respect of
these 554,915 Allied Gold Shares, Mark Caruso has agreed to use all
reasonable endeavours to procure that his connected persons act in
accordance with the irrevocable undertaking, as though they were a
party to it.
The irrevocable undertakings entered into by the Allied Gold Directors
also contain provisions that, subject to the Scheme becoming effective,
all options held by any Allied Gold Directors will be cancelled in
return for a cash payment of A$0.29 for each Allied Gold Share subject
to the option. The number of options held by each Allied Gold Director
are as specified below:
Name Number of options
Directors:
Mark Caruso 3,333,333
Frank Terranova 1,666,666
Anthony Lowrie 0
Monty House 0
Sean Harvey 0
Other Allied Gold Shareholders
St Barbara has received irrevocable undertakings to vote (or procure
the vote) in favour of the Scheme and the resolutions to be proposed at
the Court Meeting and the General Meeting from Baker Steel Capital
Managers LLP (on behalf of its discretionary mandates) ("Baker Steel"),
Franklin Advisers, Inc. and Resource Capital Fund III LP in respect of
38,764,657 Allied Gold Shares which it manages on behalf of clients and
in respect of which it is able to exercise discretionary and voting
control. Such shares represent approximately 19.0 per cent. of the
existing issued ordinary share capital of Allied Gold.
Accordingly, the number of Allied Gold Shares in respect of which
irrevocable undertakings have been received is, in aggregate,
40,970,960, representing approximately 20.1 per cent. of the issued
share capital of Allied Gold. These undertakings will cease to be
binding in the event of a higher competing offer being made for Allied
Gold, as more particularly set out below.
Details of irrevocable undertakings
The following Allied Gold Directors (and their connected persons),
employees and other shareholders have given irrevocable undertakings on
the terms summarised above:
Allied Gold Shares subject to irrevocable
undertakings
Name Number of Allied % of Allied Gold issued
Gold Shares share capital
Directors:
Mark Caruso 1,521,257 0.7
Frank Terranova 226,882 0.1
Anthony Lowrie 389,242 0.2
Monty House 35,589 0.0
Sean Harvey 33,333 0.0
Other shareholders:
Baker Steel Capital 14,158,346 6.9
Managers LLP
Franklin Advisers, Inc. 16,294,453 8.0
Resource Capital Fund 8,311,858 4.1
III LP
Total 40,970,960 20.1
Circumstances where Allied Gold Director irrevocables cease to be
binding
The irrevocable undertakings from the Allied Gold Directors will cease
to be binding if:
(a) the Scheme Document is not published in accordance with
the terms of the Press Announcement (or such later date as St Barbara
and Allied Gold, with the consent of the Panel, may agree);
(b) the Scheme does not become effective, is withdrawn or
lapses in accordance with its terms; or
(c) a firm intention to make a higher competing offer (which
is not subject to any pre conditions) is:
(i) announced by a third party; and
(ii) St Barbara does not, within two business days of such
announcement, make an improved offer which, in the reasonable opinion
of the board of directors of Allied Gold (having taken advice from
RBC), is at least as favourable as the third party offer.
Circumstances where institutional shareholder irrevocables cease to be
binding or provisions will have no effect
The irrevocable undertakings from the Allied Gold Shareholders will
cease to be binding if:
(a) the Scheme Document is not published in accordance with
the terms of the Press Announcement (or such later date as St Barbara
and Allied Gold, with the consent of the Panel, may agree,
(b) the Scheme does not become effective, is withdrawn or
lapses in accordance with its terms; or
(c) a firm intention to make a higher competing offer (which
is not subject to any pre conditions) is:
(i) announced by a third party prior to the date of the Court
Meeting and/or General Meeting on terms which represent (in the
reasonable opinion of RBC) an improvement of 15 per cent. on the value
of the consideration under the Offer as at the date on which the
competing offer is announced, and
(ii) St Barbara does not, within five business days of the
third party offer being made, announce an improvement to the terms of
the Offer which, in the reasonable opinion of RBC are at least as
favourable as the third party offer.
The provisions of the irrevocable undertakings that relate to the
acquisition by St Barbara of an interest in the Allied Gold Shares are
of no force and effect until the Australian Treasurer (acting on the
advice of FIRB) approves the Offer or statutory periods have elapsed
with no objection having been received from FIRB.
Specific circumstances whereby institutional shareholder irrevocables
cease to be binding
The following additional provisions apply:
* in respect of Baker Steel, who hold approximately 6.9 per cent.
of the issued share capital of Allied Gold, the irrevocable undertaking
will cease to be binding if, prior to the Long Stop Date, the value of
Baker Steel's assets under management declines by an aggregate amount
of more than 33.3% from the level of the Baker Steel's assets under
management as at the date of the irrevocable undertaking. Such
reduction in value must be agreed between Baker Steel and RBC.
* in relation to RCF, who hold approximately 4.1 per cent. of the
issued share capital of Allied Gold, the provision relating to how the
undertaking may lapse in the event of a higher competing offer being
made by a third party has been amended so that the assessment of (i)
any higher competing offer together and (ii) any improved offer made by
St Barbara shall be determined in RCF's reasonable opinion
Letters of Intent
In addition, St Barbara has received non-binding letters of intent from
certain Allied Gold shareholders to vote or to procure the vote in
favour of the Scheme and the resolutions to be proposed at the Court
Meeting and the General Meeting, in respect of Allied Gold Shares
representing approximately 14.6 per cent. of the existing issued
ordinary share capital of Allied Gold. Details of these letters of
intent are set out below.
Name of Allied Gold Number of Allied Gold Shares in % of existing
Shareholder respect of which letter of issued ordinary
intent is given share capital
Asset Value 7,684,018 3.8
Investors Ltd
JP Morgan Asset 4,166,893 2.0
Management
Legal & General 17,969,472 8.8
Investment
Management Limited
Total 29,820,383 14.6
Verbal Commitments
M&G Investment Management has verbally committed to St Barbara to vote
in favour of the Scheme in respect of their entire shareholding in
Allied Gold (representing approximately 18.9 per cent. of the issued
ordinary share capital of Allied Gold), in the absence of a superior
proposal.
APPENDIX IV
DEFINITIONS
The following definitions apply throughout this announcement unless the
context requires otherwise."Allied Gold" Allied Gold Mining Plc"Allied
Gold the directors of Allied Gold as at the date of this
Directors" announcement"Allied Gold Allied Gold, its subsidiaries
and subsidiary
Group" undertakings, associated undertakings and any other
Undertaking in which Allied Gold and/or such
undertakings (aggregating their interests) have a
Substantial Interest"Allied Gold Holders of options
under the Allied Gold Limited
Optionholders" Employee Option Scheme and other holders of options
over Allied Gold Shares"Allied Gold the registered
holders of Allied Gold Shares from time
Shareholders" or to time"Shareholders""Allied Gold the existing
unconditionally allotted or issued and
Shares" fully paid ordinary shares of 10 pence each in the
capital of Allied Gold and any further such ordinary
shares which are unconditionally allotted before the
Scheme becomes effective"Announcement" this announcement
made by the directors of Allied Gold
and the directors of St Barbara pursuant to Rule 2.7
of the Code in connection with the Offer"Annual Report"
the annual report and accounts of Allied Gold for the
year ended 31 December 2011"Approvals" means
regulatory authorisations, orders, recognitions,
grants, consents, licences, confirmations, clearances,
permissions and approvals"ASG" Australian
Solomons Gold Limited"ASX" the Australian Securities
Exchange"Authorisations" material authorisations, orders, recognitions,
grants,
consents, clearances, confirmations, certificates,
licenses, permissions and approvals"Business Day" a day,
not being a public holiday, Saturday or Sunday,
on which clearing banks in London are open for normal
business"Capital the proposed reduction of the
share capital of Allied
Reduction" Gold in connection with the Scheme under Chapter 10 of
Part 17 of the Companies Act"Capital the hearing
by the Court to confirm the Capital
Reduction Reduction at which the Capital Reduction Court Order
Hearing" is expected to be granted"Capital the order of the
Court confirming the Capital
Reduction Court Reduction under section 648 of the Companies Act
Order" provided for by the Scheme"City Code" or the City Code
on Takeovers and Mergers, as amended"Code" from time to
time"Closing Price" in the case of Allied Gold Shares, the last closing
quotation of a Allied Gold Share as derived from the
Daily Official List, and in the case of St Barbara
Shares, the last closing quotation of a St Barbara
Share as derived from the Australian Stock
Exchange"Companies Act" the Companies Act 2006 (as amended, modified,
consolidated, re-enacted or replaced from time to
time)"Competent a person who is a Member or Fellow
of The Australasian
Person" Institute of Mining and Metallurgy, or of the
Australian Institute of Geoscientists, or of
a'Recognised Overseas Professional Organisation'
('ROPO') included in a list promulgated from time to
time. A 'Competent Person' must have a minimum of five
years experience which is relevant to the style of
mineralisation and type of deposit under consideration
and to the activity which that person is
undertaking."Competition the UK Competition Commission
Commission""Conditions" the conditions of the Offer set out in Appendix
I to
this announcement and to be set out in the Scheme
Document and a "Condition" shall mean any one of
them"Court" the High Court of Justice in England and Wales"Court
Hearing" the hearing by the Court to sanction the Scheme, to
confirm the Capital Reduction and to grant the Court
Order"Court Meeting" the meeting (or any adjournment
thereof) of the Scheme
Shareholders to be convened by order of the Court
pursuant to Part 26 of the Companies Act to consider
and, if thought fit, approve the Scheme (with or
without modification)"Court Orders" the order(s) of the
Court sanctioning the Scheme and
confirming the related Capital Reduction"CREST"
the relevant system (as defined in the CREST
Regulations) in respect of which Euroclear UK &
Ireland Limited is the operator (as defined in the
CREST Regulations)"CREST the Uncertificated
Securities Regulations 2001 (SI
Regulations" 2001 No. 3755), as amended from time to time"Daily
Official the Daily Official List published by the London Stock
List" Exchange"Dealing has the same meaning as in Rule 8
of the Code
Disclosure""Disclosed" publicly announced by Allied Gold prior to the
date of
the Announcement (by delivery of an announcement to a
Regulatory Information Service) or as otherwise fairly
disclosed in writing prior to the date of this
announcement by or on behalf of Allied Gold or any of
its advisers to St Barbara or its advisers in
connection with or in contemplation of the Offer prior
to the date of the Announcement"EBITDA" Earnings
Before Interest, Tax, Depreciation and
Amortisation"Effective Date" (i) the date on which the
Scheme becomes fully
effective in accordance with its terms; or
(ii) if the Offer is implemented by way of a Takeover
Offer, such offer having been declared or become
unconditional in all respects in accordance with the
requirements of the Code"Excluded any Allied Gold
Shares of which any member of the St
Shares" Barbara Group is the holder or in which any member of
the St Barbara Group is beneficially interested"Financial
the United Kingdom Financial Services Authority and
Services any successor or replacement regulatory body or bodies
Authority""Forms of the forms of election to be enclosed with the
Scheme
Election" Document to allow Allied Gold shareholders to receive
the cash portion of the consideration in pounds
Sterling"Forms of Proxy" the forms of proxy to be enclosed
with the Scheme
Document for use at the Court Meeting and General
Meeting"FSA" the Financial Services
Authority"FSMA" the Financial Services and Markets Act 2000 and
any
subordinate legislation made under it, or any
applicable successor or replacement regulatory regime
in the UK"General the general meeting (or any
adjournment thereof) of
Meeting" the Allied Gold Shareholders to be convened to
implement the Capital Reduction and certain other
matters in connection with the Scheme and the Offer,
expected to be held as soon as the preceding Court
Meeting shall have been concluded or adjourned"JORC"
Joint Ore Reserves Committee"Lazard" Lazard & Co., Limited"Listing
Rules" the listing rules of the UKLA (as amended from time to
time)"London Stock London Stock Exchange plc
Exchange""Long Stop Date" 10 October 2012 (or such later date as is agreed
by
the parties with the consent of the Panel)"Mineral
a concentration or occurrence of material of intrinsic
Resource" economic interest in or on the Earth's crust in such
form, quality and quantity that there are reasonable
prospects for eventual economic extraction. The
location, quantity, grade, geological characteristics
and continuity of a Mineral Resource are known,
estimated or interpreted from specific geological
evidence and knowledge. Mineral Resources are
sub-divided, in order of increasing geological
confidence, into Inferred, Indicated and Measured
categories."NAV" Net Asset Value"Offer"
the proposed acquisition of the entire issued and to
be issued share capital of Allied Gold by St Barbara
to be implemented by means of the Scheme (or if St
Barbara so elects, a Takeover Offer) on the terms and
subject to the Conditions set out in this announcement
and to be set out in the Scheme Document (or the Offer
Document (as the case may be)) and, where the context
admits, any subsequent revision, variation, extension
or renewal thereof"Offer Document" in the event St Barbara
elects to implement the Offer
by means of a Takeover Offer, the document containing
the Takeover Offer to be sent to Allied Gold
Shareholders"Offer Period" the offer period (as defined
in the City Code)
relating to Allied Gold which commenced on 29 June
2012"Official List" the Official List of the UK Listing
Authority"Opening an announcement containing details of interests
of
Position short positions in, or rights to subscribe for, any
Disclosure" relevant securities of a party to the offer if the
person concerned has such a position"Ore Reserve" the
economically mineable part of a Measured and/or Indicated Mineral
Resource. It includes diluting
materials and allowances for losses, which may occur
when the material is mined. Appropriate assessments
and studies have been carried out, and include
consideration of and modification by realistically
assumed mining, metallurgical, economic, marketing,
legal, environmental, social and governmental factors.
These assessments demonstrate at the time of reporting
that extraction could reasonably be justified. Ore
Reserves are sub-divided in order of increasing
confidence into Probable Ore Reserves and Proved Ore
Reserves."Panel" the Panel on Takeovers and
Mergers"Quarterly the quarterly activities report of Allied Gold for
the
Report" three months ended 31 March 2012"RBC" RBC
Capital Markets"Registrar" the Registrar of Companies for England and
Wales"Regulatory means any central bank, government, government
Authority" department or governmental, quasi governmental,
supranational, statutory, regulatory, environmental,
administrative, fiscal or investigative body, court,
stock exchange, trade agency, association, institution
or other body or person whatsoever in any
jurisdiction"Regulatory one of the regulatory information services
authorised
Information by the UKLA to receive, process and disseminate
Service" regulatory information from listed companies"Relevant
in respect of Allied Gold or any member of the Wider
Regulator" Allied Gold Group, each and any regulatory authority
to the supervision and/or authorisation of which it is
subject whether statutory, self-regulatory or
otherwise, including, without limitation, the FSA, any
settlement system, stock exchange or listing
authority"Resolution(s)" means the resolutions being passed by Allied Gold
Shareholders by the requisite majority at the General
Meeting"Restricted any such jurisdiction where local
laws or regulations
Jurisdiction" may result in significant risk of civil, regulatory or
criminal exposure if information concerning the Offer
is sent or made available to Allied Gold Shareholders
in that jurisdiction (in accordance with Rule 23.2 of
the City Code)"St Barbara" St Barbara Limited."St
Barbara new St Barbara Shares to be allotted and issued to
Consideration Allied Gold Shareholders pursuant to the terms and
Shares" conditions of the Scheme should the Scheme become
effective"St Barbara the directors of St Barbara as
at the date of this
Directors" announcement"St Barbara means St Barbara, its
subsidiaries and subsidiary
Group" undertakings"St Barbara common shares in the capital
of St Barbara, without
Shares" nominal or par value"Scheme" or the proposed scheme
of arrangement made under Part 26"Scheme of of the Companies Act
between Allied Gold and the
Arrangement" Scheme Shareholders (with or subject to any
modification, addition or condition approved or
imposed by the Court and agreed to by St Barbara and
Allied Gold) particulars of which will be set out in
the Scheme Document"Scheme Court the order of the Court
sanctioning the Scheme under
Order" Part 26 of the Companies Act"Scheme the document
to be sent to Allied Gold Shareholders
Document" which will, among other things, contain the terms and
conditions of the Scheme and notices convening the
Court Meeting and the General Meeting"Scheme Record
anticipated to be 6.00pm on the Business Day before
Time" the Capital Reduction Hearing"Scheme the holders
of Scheme Shares
Shareholders""Scheme Shares" the Allied Gold Shares:
(a) in issue at the date of the Scheme Document;
(b) (if any) issued after the date of the Scheme
Document and prior to the Voting Record Time; or
(c) (if any) issued at or after the Voting Record Time
and at or prior to the Scheme Record Time either on
terms that the original or any subsequent holders
thereof shall be bound by the Scheme and/or in respect
of which the original or any subsequent holders
thereof are, or shall have agreed in writing to be,
bound by the Scheme,
in each case, excluding any Excluded Shares"Statement of
means the statement of capital approved by the Court
Capital" and showing with respect to Allied Gold's share
capital, as altered by the Capital Reduction Court
Order, the information required by section 649 of the
Companies Act 2006"Subsidiary has the meaning given
by the Companies Act 2006
Undertakings""Substantial means a direct or indirect interest in 20 per
cent. or
Interest" more of the total voting rights conferred by the
equity share capital (as defined in the Companies Act
2006)"Takeover Offer" the implementation of the Offer by
means of a takeover
offer under the City Code"UK authorised a person falling
within section 31(1)(a) of FSMA
person""UKLA" the UK Listing Authority, being the Financial
Services
Authority Limited acting in its capacity as the
competent authority for the purposes of Part IV of the
Financial Services and Markets Act 2000"Undertaking"
has the meaning given by the Companies Act 2006"United Kingdom" the United
Kingdom of Great Britain and Northern
or "UK" Ireland"US" or "United the United States of America, its
territories and
States" possessions, any State of the United States of America
and the District of Columbia"Voting Record the time and
date specified in the Scheme Document by
Time" reference to which entitlement to vote on the Scheme
will be determined"30-day VWAP" volume weighted average
price over the preceding 30
calendar days"Wider Allied Allied Gold, its
subsidiaries, subsidiary undertakings
Gold Group" and associated undertakings and any other body
corporate, partnership, joint venture or person in
which Allied Gold and such undertakings (aggregating
their interests) have a direct or indirect interest of
20 per cent. or more of the voting or equity capital
or the equivalent"Wider St St Barbara, its
subsidiaries, subsidiary undertakings
Barbara Group" and associated undertakings and any other body
corporate, partnership, joint venture or person in
which St Barbara and such undertakings (aggregating
their interests) have a direct or indirect interest of
20 per cent. or more of the voting or equity capital
or the equivalent
For the purposes of this announcement, "subsidiary", "subsidiary
undertaking", "undertaking" and "associated undertaking" have the
respective meanings given thereto by the Companies Act.
All references to "pounds", "pounds Sterling", "Sterling", "GBP","pence",
"penny" and "p" are to the lawful currency of the United
Kingdom.
All references to "A$" and "Australian Dollars" are to the lawful
currency of Australia.
All references to "US$", "$" and "US Dollars" are to the lawful
currency of the United States.
All the times referred to in this announcement are London times unless
otherwise stated.
References to the singular include the plural and vice versa.
APPENDIX V
Any tables following have been adapted for viewing on this release. To
view the tables in their original format please follow this below link.
http://www.rns-pdf.londonstockexchange.com/rns/4774G_-2012-6-29.pdf
St Barbara
Summary of Proved and Probable Ore Reserves as at 30 June 2011
Category Proved Probable Total
Gold Gold Gold
Tonnes grade Gold Tonnes grade Gold Tonnes grade Gold
Region Project Au g/ Au g/ Au g/
kt t koz kt t koz kt t koz
Leonora Gwalia
Deeps 2,015 7.1 460 4,902 9.6 1,512 6,917 8.9 1,973
Tower Hill 0 0 0 2,699 3.8 329 2,699 3.8 329
King of the
Hills 0 0 0 1,610 4.3 221 1,610 4.3 221
Total
Leonora 2,015 7.1 460 9,211 7.0 2,063 11,226 7.0 2,523
Southern Marvel Loch
Cross 62 3.8 8 1,349 2.6 111 1,411 2.6 119
Nevoria
Underground 0 0 0 713 4.0 80 713 3.5 80
Other 1,286 0.8 32 45 1.0 1 1,331 0.8 34
Total
Southern
Cross 1,348 0.9 40 2,107 2.9 193 3,455 2.1 233
Total
All
Regions 3,363 4.6 500 11,317 6.2 2,256 14,681 5.8 2,756
Notes
(1) Reserves based on a gold price of A$1,250 per ounce for Gwalia,
Tower Hill and Nevoria, A$1,150 for King of the Hills and $1,400 for
Marvel Loch.
(2) Mineral Resources are reported as inclusive of Ore Reserves.
(3) Data is rounded to thousands of tonnes and thousands of ounces.
Differences may occur due to rounding.
(4) The ore reserves have been estimated and compiled under the
direction of Mr Andrew Law.
Mr Law is a Member of The Australasian Institute of Mining and
Metallurgy and was a full time employee of St Barbara at 30 June 2011
and is a full time employee of consulting firm Optiro at the date of
this report.
Mr Law has sufficient experience relevant to the style of
mineralisation, type of deposit under considerations and for the
activity being undertaken
to qualify as a Competent Person as defined by the 2004 edition of
the'Australasian Code for Reporting Exploration Results, Mineral Resources
and Ore Reserves' (JORC Code).
Mr Law consents to the inclusion in the report of the matters based on
their information in the form and context in which it appears.
(5) Other relates to surface stockpiles with a cut-off grade based on a
gold price of A$1,075/oz.
Mineral Resources Summary 30 June 2011
Category Measured
Tonnes Gold grade Contained Gold
Region Project kt Au g/t koz
Leonora Gwalia Deeps 4,380 6.1 860
Gwalia Int &
West Lode 0 0 0
King of The Hills 0 0 0
Tower Hill 0 0 0
Harbour Lights 0 0 0
Other
(note 7) 990 1.0 33
Total Leonora 5,370 5.2 893
Southern Marvel Loch 320 4.7 48
Cross Nevoria 0 0 0
Transvaal 0 0 0
Jaccoletti 0 0 0
Axehandle 0 0 0
Cornishman 0 0 0
Edwards Find, EFN & Tamarin 0 0 0
Yilgarn Star 0 0 0
Other (note 6) 1,290 0.8 32
Total
Southern Cross 1,610 1.5 80
Total All Regions 6,690 4.3 973
Category Indicated
Tonnes Gold grade Contained Gold
Region Project kt Au g/t koz
Leonora Gwalia Deeps 7,490 9.6 2,319
Gwalia Int &
West Lode 10 6.2 2
King of The Hills 1,930 5.4 337
Tower Hill 2,780 4.6 411
Harbour Lights 0 0 0
Other
(note 7) 2,280 0.9 69
Total Leonora 14,490 6.7 3,138
Southern Marvel Loch 3,350 3.2 349
Cross Nevoria 2,140 4.0 276
Transvaal 1,630 4.8 249
Jaccoletti 0 0 0
Axehandle 0 0 0
Cornishman 120 4.4 17
Edwards Find, EFN & Tamarin 20 1.6 1
Yilgarn Star 390 6.5 82
Other (note 6) 1,650 2.7 141
Total
Southern Cross 9,300 3.7 1,115
Total All Regions 23,790 5.6 4,253
Measured and Indicated
Category
Tonnes Gold grade Contained Gold
Region Project kt Au g/t koz
Leonora Gwalia Deeps 11,870 8.3 3,179
Gwalia Int &
West Lode 10 6.2 2
King of The Hills 1,930 5.4 337
Tower Hill 2,780 4.6 411
Harbour Lights 0 0 0
Other
(note 7) 3,270 0.9 102
Total Leonora 19,860 6.3 4,031
Southern Marvel Loch 3,670 3.3 397
Cross Nevoria 2,140 4 276
Transvaal 1,630 4.8 249
Jaccoletti 0 0 0
Axehandle 0 0 0
Cornishman 120 4.4 17
Edwards Find, EFN & Tamarin 20 1.6 1
Yilgarn Star 390 6.5 82
Other (note 6) 2940 1.9 173
Total
Southern Cross 10,910 3.4 1,195
Total All Regions 30,480 5.3 5,226
Category Inferred
Tonnes Gold grade Contained Gold
Region Project kt Au g/t koz
Leonora Gwalia Deeps 2,580 9.2 762
Gwalia Int &
West Lode 1,260 6.0 244
King of The Hills 490 4.8 76
Tower Hill 210 3.9 26
Harbour Lights 2,580 3.3 274
Other
(note 7) 50 0.6 1
Total Leonora 7,170 6.0 1,383
Southern Marvel Loch 2,310 2.9 217
Cross Nevoria 1,240 4.2 167
Transvaal 1,800 4.9 286
Jaccoletti 720 5.4 126
Axehandle 2,080 2.0 131
Cornishman 0 0 0
Edwards Find, EFN & Tamarin 420 3.8 51
Yilgarn Star 0 0 0
Other (note 6) 340 4.6 50
Total
Southern Cross 8,910 3.6 1,028
Total All Regions 16,080 4.7 2,411
Notes
(1) Identified Mineral Resources have been compiled under the
direction of Mr Phillip Uttley (FAusIMM) who qualifies as the Competent
Person.
(2) Mr Uttley has sufficient experience relevant to the style of
mineralisation and type of deposits under consideration and to the
activities which were undertaken to qualify as Competent Persons as
defined in the "Australasian Code for Reporting of Exploration Results,
Mineral Resources and Ore Reserves" (the JORC Code). Mr Uttley has
consented to the inclusion in the report of the matters based on their
information in the form and context in which they appear.
(3) Ms Jane Bateman (MAusIMM) estimated the resources for Gwalia
Deeps, Tower Hill, Harbour Lights, Leonora Others, Nevoria, Transvaal,
Jaccoletti, Axehandle, Cornishman, Edwards Find, Yilgarn Star and
Southern Cross Others.
(4) Mr Jacek (Jack) Drzymulski (MAusIMM) estimated the resources
for Gwalia Deeps depletion and King of the Hills.
(5) Mr Ashok Doorgapershad (MAusIMM) estimated the resources for
Marvel Loch.
(6) Mineral Resources updated during the financial year ended 30
June 2011 have been estimated using economic cut-off grades and mining
optimisations based on an A$1,500 per ounce gold price.
(7) Cut-off grades: Gwalia Deeps 2.5 g/t Au; King of the Hills 3.0
g/t Au; Tower Hill 3.2 g/t Au; Marvel Loch 2.1 g/t Au; Nevoria 3.0 g/t
Au.
(8) Mineral Resources carried over unchanged from June 2010 include
Southern Cross District: Axehandle; Jaccoletti; Edwards Find, Edwards
Find North and Tamarin; Transvaal; Ruapehu; New Zealand Gully;
Cornishman; GVG - South Burbidge; GVG Lode 1; Yilgarn Star. Leonora
District: Gwalia Intermediates; Rainbow; Royal Arthur Bore; Tarmoola
Stockpile; McGraths; Harbour Lights.
(9) Southern Cross Other comprises 6 resources including: Frasers
South, GVG Lode 1, New Zealand Gully, Ruapehu, GVG South Bronco,
Various Stockpiles (Measured).
(10) Leonora Other comprises 6 resources including: McGraths,
Tarmoola Stockpile, Royal Arthur Bore, Rainbow (Measured), Gwalia and
Tower Hill ROM Stockpiles.
(11) Mineral Resource updates completed by St Barbara Ltd during the
financial year ended 30 June 2011 include: Gwalia Deeps, King of The
Hills, Tower Hill, Marvel Loch Underground, and Nevoria. All the
remaining Mineral Resources remain unchanged from the June 2010
estimates.
(12) Mineral Resources are inclusive of Ore Reserves.
(13) Data is rounded to ten thousand tonnes and thousands of ounces.
Differences in totals may occur due to rounding.
Allied Gold
Simberi Mineral Reserves as at 31 December 2011 MT Au g/t Moz
Proven 10.55 1.06 0.36
Probable 31.91 1.63 1.67
Total Reserves 42.45 1.49 2.03
Simberi Mineral Resources MT Au g/t Moz
Measured 9.58 1.11 0.34
Indicated 72.73 1.28 2.99
Measured & Indicated 82.32 1.26 3.33
Inferred 101.58 0.97 3.18
Resources are reported at a block cut-off grade of 0.5g/t Au
Gold Ridge Mineral Reserves as at 31 December 2011 MT Au g/t Moz
Proven 0 0 0
Probable 20.29 1.73 1.13
Total Reserves 20.29 1.73 1.13
Gold Ridge Mineral Resources MT Au g/t Moz
Measured 7.33 1.54 0.36
Indicated 38.06 1.22 1.49
Measured & Indicated 45.39 1.27 1.85
Inferred 15.15 1.28 0.62
Resources are reported at a block cut-off grade of 0.5g/t Au
Footnotes
1 For full details refer to the Ore Reserves and Mineral Resources
Statements contained in Appendix V.
2 For full details refer to the Ore Reserves and Mineral Resources
Statements contained in Appendix V.
3 Gearing defined as gross interest bearing debt divided by the sum of
gross interest bearing debt and book equity, before any fair value,
other accounting adjustments and one-off integration costs.
4 This is conditional on ASX granting St Barbara a waiver from Listing
Rule 7.1. ASX has indicated that it is likely to grant St Barbara such
a waiver.
5 Before any fair value, other accounting adjustments and one-off
integration costs.
6 This statement regarding NAV and earnings per share accretion does
not constitute a profit forecast nor should it be taken to mean that
the earnings per share, profits, margins or cash flows of St Barbara
will necessarily be greater or less than the historical published
earnings per share, profits, margins or cash flows of St Barbara.
7 Pro forma illustrative market capitalisation for the combined group
is calculated by adding the St Barbara shares issued to Allied Gold
shareholders as share consideration under the transaction to the
existing number of St Barbara shares on issue, multiplied by St
Barbara's closing price on ASX of A$2.12 on 28 June 2012.
8 Pro forma forecast gold production for the combined group has been
based on the internal life of mine plans for St Barbara and mine plans
for Allied Gold. These assume no change in production as a result of
the transaction. Production forecasts are subject to risk factors
associated with developing, mining and processing gold including,
amongst others, variations in grade, metallurgical and other processing
problems, mechanical equipment performance problems, the unavailability
of materials and equipment, permit approvals, labour force disruptions,
adverse weather conditions, geopolitical risks and landowner
relations.
9 As at 30 June 2011 for St Barbara and as at 31 December 2011 for
Allied Gold. Mineral Resources inclusive of Ore Reserves. St Barbara
contribution of 5.2 million ounces of Measured and Indicated Resources
and 2.4 million ounces of Inferred Resources. Allied Gold contribution
of 5.2 million ounces of Measured and Indicated Resources and 3.8
million ounces of Inferred Resources.
10 Australian mid-tier gold sector inclusive of the following
companies: Alacer Gold Corp, Medusa Mining Limited, CGA Mining Limited,
OceanaGold Limited, Resolute Mining Limited, Regis Resources Limited,
Evolution Mining Limited, Kingsgate Consolidated Limited, Focus
Minerals Limited, Saracen Mineral Holdings Limited, Silver Lake
Resources Limited, Northern Star Resources Limited, Tanami Gold NL,
Integra Mining Limited and Kingrose Mining Limited
11Based on internal life of mine plans assuming no change in production
as a result of the transaction, subject to risks described on previous
pages.
12 Based on internal life of mine plans assuming no change in
production as a result of the transaction, subject to risks described
on previous pages.
13 This statement regarding NAV and earnings per share accretion does
not constitute a profit forecast nor should it be taken to mean that
the earnings per share, profits, margins or cash flows of St Barbara
will necessarily be greater or less than the historical published
earnings per share, profits, margins or cash flows of St Barbara.
14 This statement regarding earnings enhancement does not constitute a
profit forecast nor should it be taken to mean that the earnings per
share, profits, margins or cash flows of St Barbara will necessarily be
greater or less than the historical published earnings per share,
profits, margins or cash flows of St Barbara. Cash costs are subject
to production related risks as described on previous pages, as well as
foreign currency movements and fluctuations in supply costs.
15 Pro forma illustrative market capitalisation for the combined group
is calculated by adding the St Barbara shares issued to Allied Gold
shareholders as share consideration under the transaction to the
existing number of St Barbara shares on issue, multiplied by St
Barbara's closing price on ASX of A$2.12 on 28 June 2012.
16 This statement regarding NAV and earnings per share accretion does
not constitute a profit forecast nor should it be taken to mean that
the earnings per share, profits, margins or cash flows of St Barbara
will necessarily be greater or less than the historical published
earnings per share, profits, margins or cash flows of St Barbara.
17 This statement regarding earnings enhancement does not constitute a
profit forecast nor should it be taken to mean that the earnings per
share, profits, margins or cash flows of St Barbara will necessarily be
greater or less than the historical published earnings per share,
profits, margins or cash flows of St Barbara. Cash costs are subject
to production related risks as described on previous pages, as well as
foreign currency movements and fluctuations in supply costs.
18 For full details refer to the Ore Reserves and Mineral Resources
Statements contained in Appendix V.
19 For full details refer to the Ore Reserves and Mineral Resources
Statements contained in Appendix V.
20 For full details refer to the Ore Reserves and Mineral Resources
Statements contained in Appendix V.
21 Gearing defined as gross interest bearing debt divided by the sum of
gross interest bearing debt and book equity.
22 This is conditional on ASX granting St Barbara a waiver from Listing
Rule 7.1. ASX has indicated that it is likely to grant St Barbara such
a waiver.
This information is provided by RNS
The company news service from the London Stock Exchange
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