Scheme of arrangement between Spitfire and Aphrodite now effective and set for implementation in early 2018

ID: 1530880
recent pressrelease next pressrelease

(businesspress24) -
SCHEME OF ARRANGEMENT BETWEEN APHRODITE AND SPITFIRE NOW EFFECTIVE AND SET FOR IMPLEMENTATION IN EARLY 2018

MERGER WILL CREATE A SUBSTANTIAL AUSTRALIAN GOLD COMPANY WITH A STRONG GROWTH PIPELINE

Spitfire Materials Limited (Spitfire) (ASX: SPI) and Aphrodite Gold Limited (Aphrodite) (ASX: AQQ) are pleased to announce that the proposed scheme of arrangement (Scheme), under which all of the ordinary shares in Aphrodite (other than those already owned by Spitfire) will be acquired by Spitfire, has been approved by the Federal Court of Australia at the Court hearing held today at 11.15am (Perth time).

Aphrodite also confirms that it has today lodged with the Australian Securities and Investments Commission (ASIC) an office copy of the Court orders approving the Scheme. A copy of the Courts orders is attached to this announcement.

All the conditions precedent to the Scheme have now been satisfied. The Scheme is now effective and no further action from Aphrodite shareholders is required.

Aphrodites shares will be suspended from trading at the close of trading on the ASX today.

The following timetable now applies to implementation of the Scheme:

Event Date
Effective Date of the Scheme 20 December 2017
Last date of trading of Aphrodite 20 December 2017
Shares on
ASX

New Spitfire Shares to commence 21 December 2017
trading on ASX on a deferred
settlement
basis

Record Date for determining 7pm (Melbourne
entitlements to the Scheme time) on 27
Consideration December
2017

Implementation Date for the Scheme 4 January 2018
and issue of the Scheme
Consideration

Dispatch of holding statements for 4 January 2018
Scheme
Consideration

New Spitfire Shares begin trading on 5 January 2018


ASX on a normal settlement
basis

Termination of official quotation of 5pm (Melbourne
Aphrodite Shares on time) on 8
ASX January 2018 (or
as otherwise
determined by
ASX)

The completion of the merger between Aphrodite and Spitfire will create a substantial Australian gold company with an extensive resource inventory at the Aphrodite Gold Project near Kalgoorlie in Western Australia and an exciting pipeline of exploration and development projects in Western Australia and Queensland.

As proposed in the Scheme Booklet, Aphrodite directors Peter Buttigieg and Roger Mitchell will join the Spitfire board, which is led by a highly skilled management team including John Young as Managing Director and Neil Biddle as Executive Director. Mr Alan Boys will step down as a Director of the Spitfire board following the completion of the merger.

For further information contact:

Spitfire Materials Limited

INVESTORS:
John Young, Spitfire Materials Limited
Telephone: 0419 954 020
Email: admin(at)spitfirematerials.com.au

MEDIA:
Nicholas Read, Read Corporate
Telephone: 0419 929 046

Aphrodite Gold Limited
INVESTORS:
Peter Buttigieg, Aphrodite Gold Limited
Phone: 03 8609 6321 / 0418 544 238
Email: Peter.buttigieg(at)aphroditegold.com.au

Spitfire Materials Limited
ABN 40 125 578 743
130 Stirling Highway, North Fremantle WA 6159
Locked Bag 4, North Fremantle WA 6159
Australia
Tel +61 (0)8 6215 0090
Fax +61 (0)8 6215 0091
www.spitfirematerials.com

DISCLAIMERS AND FORWARD-LOOKING STATEMENTS
This announcement is for information purposes only and does not constitute a prospectus or prospectus equivalent document. It is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase or otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, nor shall there be any offer, sale, issuance or transfer of securities in any jurisdiction in contravention of any applicable law.

This announcement contains forward looking statements. Forward looking statements are often, but not always, identified by the use of words such as "seek", target, "anticipate", forecast, "believe", "plan", "estimate", "expect" and "intend" and statements that an event or result "may", "will", "should", "could" or "might" occur or be achieved and other similar expressions.

The forward looking statements in this announcement are based on current expectations, estimates, forecasts and projections about Spitfire and Aphrodite and the industry in which they operate. They do, however, relate to future matters and are subject to various inherent risks and uncertainties. Actual events or results may differ materially from the events or results expressed or implied by any forward looking statements. The past performance of Spitfire and Aphrodite is no guarantee of future performance.

None of Spitfire, Aphrodite or any of their directors, officers, employees, agents or contractors makes any representation or warranty (either express or implied) as to the accuracy or likelihood of fulfilment of any forward looking statement, or any events or results expressed or implied in any forward looking statement, except to the extent required by law.

You are cautioned not to place undue reliance on any forward looking statement. The forward looking statements in this announcement reflect views held only as at the date of this announcement.






More information:
http://www.credenceresearch.com/report/critical-communication-market



Keywords (optional):



Company information / Profile:

PressRelease by

Requests:

Spitfire Materials ist ein australischer Goldprojektentwickler mit hervorragenden Wachstumschancen, der die Unternehmenswertsteigerung durch aggressive Exploration und strategische Akquisitionen vorantreibt.



PressContact / Agency:



published by: irw
print pressrelease  send to a friend  

Date: 12/27/2017 - 06:11
Language: English
News-ID 1530880
Character count: 5037
Kontakt-Informationen:
Firma: Spitfire Materials Limited
Ansprechpartner: Feedback to businesspress24.com about Pressrelease-id:
Stadt: Wien
Telefon:

Meldungsart:
Versandart:
Freigabedatum:
Comments:



Number of hits: 972

Linking-Tips:



Direct Link to this PressRelease:






We would appreciate a link in your News-, Press- or Partner-Site.

Comments on this PressRelease






All members: 9 377
Register today: 1
Register yesterday: 0
Members online: 0
Guests online: 124


Don't have an account yet? You can create one. As registered user you have some advantages like theme manager, comments configuration and post comments with your name.