TIDMALD
RNS Number : 4412G
St Barbara Limited
29 June 2012
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 5,000km(2) 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 260km(2) 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
cash portion 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 accretive(5) from the first full year
following completion of the transaction(6) . 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 Barbara
Ross Kennedy, Executive General Manager
Corporate Services / Company Secretary +613 8660 1903
Lazard (Lead Financial Adviser to St Barbara)
Eka Nirapathpongporn, Managing Director +613 9657 8414
Allied Gold
Joe Dowling, General Manager Investor Relations
and Communications +61 403 369 232
RBC (Financial Adviser and Corporate Broker to Allied Gold)
Stephen McPherson, Jonathan Stephens, M&A
(UK) +44 20 7653 4000
Duncan St John, M&A (Australia) +612 9033 3307
Stephen Foss, Matthew Coakes, Corporate
Broking +44 20 7653 4000
Media Enquiries:
Nightingale (Media Adviser to St Barbara) +613 9614 6930
Tim Williamson +61 458 680 130
Lisa Keenan +61 409 150 771
StockWell (UK Media Adviser to St Barbara) +44 20 3370 0013
Philip Gawith +44 7887 954 048
Rob Morgan +44 7557 413 275
Buchanan (UK Media Adviser to Allied Gold)
Bobby Morse +44 20 7466 5000
James Strong +44 20 7466 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) 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$1.025 in 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 100 pence 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$1billion(7) 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 2013(8) . 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 Resources(9) , ranking it first in the Australian mid-tier
gold sector on a total Mineral Resources basis(10) ; 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 basis(10) . 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 include(14) :
-- 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 billion(15) , 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 2,206,303 Allied 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 5,000km(2) 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(8) .
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 Resources(18) .
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 Resources(18) .
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 gold(18) .
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 Resources1(9) .
St Barbara also has exploration tenements covering 5,000km(2)
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
5,000km(2) 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 260km(2) 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 Resources2(0) .
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 260km(2) 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(1) . 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 shareholders(22) .
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 / Company Secretary +613 8660 1903
Lazard (Lead Financial Adviser to St Barbara)
Eka Nirapathpongporn, Managing Director +613 9657 8414
Allied Gold
Joe Dowling, General Manager Investor Relations
and Communications +61 403 369 232
RBC (Financial Adviser and Corporate Broker to Allied Gold)
Stephen McPherson, Jonathan Stephens, M&A
(UK) +44 20 7653 4000
Duncan St John, M&A (Australia) +612 9033 3307
Stephen Foss, Matthew Coakes, Corporate
Broking +44 20 7653 4000
Media Enquiries:
Nightingale (Media Adviser to St Barbara) +613 9614 6930
Tim Williamson +61 458 680 130
Lisa Keenan +61 409 150 771
StockWell (UK Media Adviser to St Barbara) +44 20 3370 0013
Philip Gawith +44 7887 954 048
Rob Morgan +44 7557 413 275
Buchanan (UK Media Adviser to Allied Gold)
Bobby Morse +44 20 7466 5000
James Strong +44 20 7466 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 10(th) business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10(th)
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
(C) 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;
(C) 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
(C) 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 Gold Shares % of Allied Gold issued 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 Managers LLP 14,158,346 6.9
Franklin Advisers, Inc. 16,294,453 8.0
Resource Capital Fund III LP 8,311,858 4.1
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 Shareholder Number of Allied Gold Shares in % of existing issued ordinary share
respect of which letter of intent is capital
given
Asset Value Investors Ltd 7,684,018 3.8
JP Morgan Asset Management 4,166,893 2.0
Legal & General Investment Management
Limited 17,969,472 8.8
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 Directors" the directors of Allied Gold as
at the date of this announcement
"Allied Gold Group" Allied Gold, its subsidiaries and
subsidiary undertakings, associated
undertakings and any other Undertaking
in which Allied Gold and/or such
undertakings (aggregating their
interests) have a Substantial Interest
"Allied Gold Optionholders" Holders of options under the Allied
Gold Limited Employee Option Scheme
and other holders of options over
Allied Gold Shares
"Allied Gold Shareholders" the registered holders of Allied
or "Shareholders" Gold Shares from time to time
"Allied Gold Shares" the existing unconditionally allotted
or issued and 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 Reduction" the proposed reduction of the share
capital of Allied Gold in connection
with the Scheme under Chapter 10
of Part 17 of the Companies Act
"Capital Reduction Hearing" the hearing by the Court to confirm
the Capital Reduction at which the
Capital Reduction Court Order is
expected to be granted
"Capital Reduction Court the order of the Court confirming
Order" the Capital Reduction under section
648 of the Companies Act provided
for by the Scheme
"City Code" or "Code" the City Code on Takeovers and Mergers,
as amended 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 Person" a person who is a Member or Fellow
of The Australasian 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 Commission" the UK Competition 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 Regulations" the Uncertificated Securities Regulations
2001 (SI 2001 No. 3755), as amended
from time to time
\"Daily Official List" the Daily Official List published
by the London Stock Exchange
"Dealing Disclosure" has the same meaning as in Rule
8 of the Code
"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 Shares" any Allied Gold Shares of which
any member of the St Barbara Group
is the holder or in which any member
of the St Barbara Group is beneficially
interested
"Financial Services Authority" the United Kingdom Financial Services
Authority and any successor or replacement
regulatory body or bodies
"Forms of Election" the forms of election to be enclosed
with the Scheme 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 Meeting" the general meeting (or any adjournment
thereof) of 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 Exchange" London Stock Exchange plc
"Long Stop Date" 10 October 2012 (or such later date
as is agreed by the parties with
the consent of the Panel)
"Mineral Resource" a concentration or occurrence of
material of intrinsic 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 Position Disclosure" an announcement containing details
of interests of short positions
in, or rights to subscribe for,
any 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 Report" the quarterly activities report
of Allied Gold for the three months
ended 31 March 2012
"RBC" RBC Capital Markets
"Registrar" the Registrar of Companies for England
and Wales
"Regulatory Authority" means any central bank, government,
government 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 Information one of the regulatory information
Service" services authorised by the UKLA
to receive, process and disseminate
regulatory information from listed
companies
"Relevant Regulator" in respect of Allied Gold or any
member of the Wider 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 Jurisdiction" any such jurisdiction where local
laws or regulations 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 Consideration new St Barbara Shares to be allotted
Shares" and issued to Allied Gold Shareholders
pursuant to the terms and conditions
of the Scheme should the Scheme
become effective
"St Barbara Directors" the directors of St Barbara as at
the date of this announcement
"St Barbara Group" means St Barbara, its subsidiaries
and subsidiary undertakings
"St Barbara Shares" common shares in the capital of
St Barbara, without nominal or par
value
"Scheme" or "Scheme of the proposed scheme of arrangement
Arrangement" made under Part 26 of the Companies
Act between Allied Gold and the
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 Order" the order of the Court sanctioning
the Scheme under Part 26 of the
Companies Act
"Scheme Document" the document to be sent to Allied
Gold Shareholders 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 Time" anticipated to be 6.00pm on the
Business Day before the Capital
Reduction Hearing
"Scheme Shareholders" the holders of Scheme Shares
"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 Capital" means the statement of capital approved
by the Court 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 Undertakings" has the meaning given by the Companies
Act 2006
"Substantial Interest" means a direct or indirect interest
in 20 per cent. or 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 person" a person falling within section
31(1)(a) of FSMA
"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" or "UK" the United Kingdom of Great Britain
and Northern Ireland
"US" or "United States" the United States of America, its
territories and possessions, any
State of the United States of America
and the District of Columbia
"Voting Record Time" the time and date specified in the
Scheme Document by 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 Gold Group" Allied Gold, its subsidiaries, subsidiary
undertakings 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 Barbara Group" St Barbara, its subsidiaries, subsidiary
undertakings 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
St Barbara
Summary of Proved and Probable Ore Reserves as at 30 June
2011
Category Proved Probable Total
-------------- ------------- --------------------------- ---------------------------- ----------------------------
Tonnes Gold grade Gold Tonnes Gold grade Gold Tonnes Gold grade Gold
-------------- ------------- ------- ----------- ----- ------- ----------- ------ ------- ----------- ------
Region Project kt Au g/t koz kt Au g/t koz kt Au g/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
Cross Marvel Loch 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 Indicated Measured and Indicated Inferred
--------- ----------- ------------------------ ------------------------ ------------------------ ------------------------
Gold Contained Gold Contained Gold Contained Gold Contained
Tonnes grade Gold Tonnes grade Gold Tonnes grade Gold Tonnes grade Gold
------ ----- --------- ------ ----- --------- ------ ----- --------- ------ ----- ---------
Region Project Au Au Au Au
kt g/t koz kt g/t koz kt g/t koz kt g/t koz
--------- ----------- ------ ----- --------- ------ ----- --------- ------ ----- --------- ------ ----- ---------
Gwalia
Leonora Deeps 4,380 6.1 860 7,490 9.6 2,319 11,870 8.3 3,179 2,580 9.2 762
----------- ------ ----- --------- ------ ----- --------- ------ ----- --------- ------ ----- ---------
Gwalia Int
&
West Lode 0 0 0 10 6.2 2 10 6.2 2 1,260 6.0 244
--------------------- ------ ----- --------- ------ ----- --------- ------ ----- --------- ------ ----- ---------
King of The
Hills 0 0 0 1,930 5.4 337 1,930 5.4 337 490 4.8 76
--------------------- ------ ----- --------- ------ ----- --------- ------ ----- --------- ------ ----- ---------
Tower Hill 0 0 0 2,780 4.6 411 2,780 4.6 411 210 3.9 26
--------------------- ------ ----- --------- ------ ----- --------- ------ ----- --------- ------ ----- ---------
Harbour Lights 0 0 0 0 0 0 0 0 0 2,580 3.3 274
--------------------- ------ ----- --------- ------ ----- --------- ------ ----- --------- ------ ----- ---------
Other (note
7) 990 1.0 33 2,280 0.9 69 3,270 0.9 102 50 0.6 1
--------------------- ------ ----- --------- ------ ----- --------- ------ ----- --------- ------ ----- ---------
Total Leonora 5,370 5.2 893 14,490 6.7 3,138 19,860 6.3 4,031 7,170 6.0 1,383
--------------------- ------ ----- --------- ------ ----- --------- ------ ----- --------- ------ ----- ---------
Southern Marvel Loch 320 4.7 48 3,350 3.2 349 3,670 3.3 397 2,310 2.9 217
----------- ------ ----- --------- ------ ----- --------- ------ ----- --------- ------ ----- ---------
Cross Nevoria 0 0 0 2,140 4.0 276 2,140 4 276 1,240 4.2 167
----------- ------ ----- --------- ------ ----- --------- ------ ----- --------- ------ ----- ---------
Transvaal 0 0 0 1,630 4.8 249 1,630 4.8 249 1,800 4.9 286
--------------------- ------ ----- --------- ------ ----- --------- ------ ----- --------- ------ ----- ---------
Jaccoletti 0 0 0 0 0 0 0 0 0 720 5.4 126
--------------------- ------ ----- --------- ------ ----- --------- ------ ----- --------- ------ ----- ---------
Axehandle 0 0 0 0 0 0 0 0 0 2,080 2.0 131
--------------------- ------ ----- --------- ------ ----- --------- ------ ----- --------- ------ ----- ---------
Cornishman 0 0 0 120 4.4 17 120 4.4 17 0 0 0
--------------------- ------ ----- --------- ------ ----- --------- ------ ----- --------- ------ ----- ---------
Edwards Find,
EFN & Tamarin 0 0 0 20 1.6 1 20 1.6 1 420 3.8 51
--------------------- ------ ----- --------- ------ ----- --------- ------ ----- --------- ------ ----- ---------
Yilgarn Star 0 0 0 390 6.5 82 390 6.5 82 0 0 0
--------------------- ------ ----- --------- ------ ----- --------- ------ ----- --------- ------ ----- ---------
Other (note
6) 1,290 0.8 32 1,650 2.7 141 2940 1.9 173 340 4.6 50
--------------------- ------ ----- --------- ------ ----- --------- ------ ----- --------- ------ ----- ---------
Total
Southern
Cross 1,610 1.5 80 9,300 3.7 1,115 10,910 3.4 1,195 8,910 3.6 1,028
--------------------- ------ ----- --------- ------ ----- --------- ------ ----- --------- ------ ----- ---------
Total All Regions 6,690 4.3 973 23,790 5.6 4,253 30,480 5.3 5,226 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.
1(0) 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
(11) 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.
1(2) 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.
1(3) 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.
1(4) 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.
1(5) 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.
1(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.
1(7) 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.
1(8) For full details refer to the Ore Reserves and Mineral
Resources Statements contained in Appendix V.
1(9) 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.
2(1) Gearing defined as gross interest bearing debt divided by
the sum of gross interest bearing debt and book equity.
2(2) 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
END
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