Moly Mines Increased Offer for Gulf Alumina
(firmenpresse) - TORONTO, ONTARIO -- (Marketwired) -- 11/08/16 -- The Board of Moly Mines Limited (ASX: MOL) ("Moly") is pleased to announce it has increased its offer for Gulf Alumina Limited (''Gulf'').
Increased offer consideration
On accepting Moly''s increased offer (''Increased Offer''), Gulf shareholders (''Participating Shareholders'') can elect, in respect of all Gulf shares held, to receive, either:
Participation in the Cash Only Option will be subject to the total amount of cash consideration payable by Moly under the Increased Offer not exceeding A$42M (''Cash Pool''). If Moly is unable satisfy all Cash Only Option elections from the Cash Pool, a scale-back mechanism will apply so that Participating Shareholders will receive the Cash and Share Option for any Gulf shares which are not able to be acquired for cash only. Gulf shareholders who hold fewer than 250,000 shares will receive priority access to the Cash Only Option.
A Superior Offer for Gulf Shareholders
Moly considers that its proposal is superior to the offer made by Metro Mining Limited (''Metro'') on 28 October 2016 (''Metro''s Offer''):
1 Fractional numbers will be rounded up.
2 Based on a Moly share value of value of A$0.15, being (audited) Net Asset backing per share (diluted) as at 30 June 2016.
3 Based on a Metro share value of A$ 0.12, being the value of a Metro share as disclosed in the Metro Offer dated 28 October 2016 and the last trading price of Metro shares on ASX on 7 November 2016.
4 Based Metro''s prospectus dated 28 October 2016 which states that Metro has entered into a loan bridging facility agreement with Greenstone to fund the consideration payable to Gulf shareholders or option holders, associated transaction costs and repayment of the $1.9 M loan provided by Moly to Gulf. The required funding of $35.8M assumes that the maximum cash outlay of Metro under the Metro Offer will be $33.9M (assuming all Gulf shareholders accept the offer and elect to receive cash consideration) and a Moly loan balance of $1.9 M.
5 Pro-forma as at 30 June 2016 assuming 100% acceptance of the Metro Offer, as disclosed in Metro''s prospectus dated
28 October 2016.
Revised conditionality
Moly will also waive the conditions precedent to its offer6 relating to ''no material adverse change'' and ''CBIX Bauxite Index Fall'' and to vary the ''no prescribed occurrence'' condition precedent to reduce its scope of operation.
Status of FIRB and ASX conditions precedent
Next Steps
Moly will commence discussions with Gulf in relation to the Increased Offer.
Under the terms of the Offer Implementation Agreement between Moly and Gulf dated 21 September 2016 (OIA), if Gulf accepts that the Increased Offer is a matching or superior offer to the Metro Offer, Moly and Gulf must use their best endeavours to agree the amendments to the previous offer terms that are reasonably necessary to reflect the Increased Offer within 10 Business Days.
6 The conditions precedent are summarised in Moly''s announcement of the offer dated 22 September 2016.
Contacts:
Moly Mines Limited
Graeme Kininmonth
Chief Executive Officer
+61 8 9429 3300
Media
Citadel-MAGNUS
Michael Weir / Richard Glass
+61 402 347 032 / +61 413 660 036
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Datum: 08.11.2016 - 05:28 Uhr
Sprache: Deutsch
News-ID 1468538
Anzahl Zeichen: 1967
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Mining & Metals
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