ee338ba1-eb16-4c50-b66a-6ecdb6ad148a.pdf
FIRST SUPPLEMENTARY BIDDER'S STATEMENT
Issued by
ACN 110 150 055
to acquire all of your fully paid shares in
ADITYA BIRLA MINERALS LIMITED ACN 103 515 037
THE OFFER IS 1 METALS X SHARE
FOR EVERY 4.75 OF YOUR ADITYA BIRLA SHARES.
ACCEPT THE IMPROVED OFFER
Corporate Advisor Legal Advisor
XAVIER GROUP
This document contains important information and requires your immediate attention. If you have any questions about the Offer or this document or about how to accept the Offer you should consult your legal, financial or other professional adviser immediately or please call the Metals X information line on 1300 659 000 (for callers within Australia) or +61 8 9215 6061 (for callers outside Australia).
This Offer will close on 30 December 2015, unless extended.
Important Notices
First Supplementary Bidder's Statement
This document is the first supplementary bidder's statement dated 7 December 2015 (First Supplementary Bidder's Statement) to the bidder's statement dated 15 October 2015 (Original Bidder's Statement) issued by Metals X Limited (Metals X) to Aditya Birla Minerals Limited (Aditya Birla) under Part 6.5 of Chapter 6 of the Corporations Act and in compliance with the requirements of Sections 636 and 637 of the Corporations Act, in relation to the Offer.
This First Supplementary Bidder's Statement supplements, and should be read together with Metals X's Original Bidder's Statement. Unless the context requires otherwise, terms in this First Supplementary Bidder's Statement have the same meaning given in the Original Bidder's Statement. This First Supplementary Bidder's Statement will prevail to the extent of any inconsistency with the Original Bidder's Statement.
A copy of this First Supplementary Bidder's Statement was lodged with the Australian Securities and Investments Commission (ASIC) on 7 December 2015. Neither ASIC nor any of its officers takes any responsibility for the content of this First Supplementary Bidder's Statement.
Aditya Birla security holders outside Australia
This First Supplementary Bidder's Statement and the Offer do not constitute an offer of securities in any jurisdiction in which it would be unlawful. The distribution of this First Supplementary Bidder's Statement may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this First Supplementary Bidder's Statement should inform themselves of, and observe, those restrictions particularly those below.
India
This First Supplementary Bidder's Statement is neither a document offering shares to the public nor a prospectus under the Companies Act, 2013 (India), as amended or an advertisement, and should not be circulated to any person other than to whom the Offer is made. This First Supplementary Bidder's Statement has not been and will not be registered as a prospectus with the Registrar of Companies in India. This First Supplementary Bidder's Statement shall not be issued, circulated or distributed, directly or indirectly, in India. Further, the Metals X Shares may not be offered, directly or indirectly, in India, to, or for the account or benefit of, any resident of India except as permitted by applicable Indian laws and regulations, under which an offer is being made strictly on a private and confidential basis and is limited to existing shareholders of Aditya Birla and is not an offer to the public in India. This issue is a private placement in India and the First Supplementary Bidder's Statement is not intended to be circulated to more than 200 existing shareholders of Aditya Birla in India on an aggregate basis (including all other private placements of Metals X Shares made in this financial year; a financial year being the 12 month period commencing on April 1 and ending on March 31 of the following year) and each copy of this First Supplementary Bidder's Statement is individually and serially numbered. It does not constitute and shall not be deemed to constitute an offer or an invitation to subscribe to the aforesaid securities to the public in general. This First Supplementary Bidder's Statement has been prepared solely to provide general information about Metals X to identified and eligible Aditya Birla shareholders investors to whom it is addressed and who are willing and eligible to subscribe to the aforesaid securities. This First Supplementary Bidder's Statement does not purport to contain all the information that any eligible Aditya Birla shareholder investor may require. Further, this First Supplementary Bidder's Statement has been prepared for informational purposes relating to this transaction only and upon the express understanding that it will be used only for the purposes set forth herein. Apart from the Original Bidder's Statement and this First Supplementary Bidder's Statement, no offer document or prospectus has been prepared in connection with this offer or in relation to Metals X nor is such offer document or prospectus required to be registered under applicable laws or regulations in India. Accordingly, this First Supplementary Bidder's Statement has neither been delivered for registration nor is it intended to be registered with any authority in India. Metals X accepts no responsibility for statements made other than in this First Supplementary Bidder's Statement or any other material expressly stated to be issued by or at the instance of Metals X in connection with the issue of the said securities and that anyone placing reliance on any other source of information would be doing so at their own risk. This First Supplementary Bidder's Statement and the contents hereof are restricted only for the intended recipient(s) who have been addressed directly and specifically through a communication by Metals X and only such recipients are eligible to apply for the aforesaid securities. All investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this offer. The contents of this First Supplementary Bidder's Statement are intended to be used only by those investors to whom it is distributed. It is not intended for distribution to any other person and should not be reproduced by the recipient. No invitation is being made to any persons other than those to whom application forms along with the Original Bidders Statement and this First Supplementary Bidder's Statement being issued have been sent. Any application by a person to whom the Original Bidder's Statement and the First Supplementary Bidder's Statement has not been sent by Metals X shall be rejected without assigning any reason. Neither this First Supplementary Bidder's Statement nor the Offer constitutes, nor may it be used for or in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation. No action is being taken to permit an offering of the aforesaid securities or the distribution of this First Supplementary Bidder's Statement in any jurisdiction where such action is required. Persons into whose possession this First Supplementary Bidder's Statement comes are required to inform themselves about and to observe any such restrictions. The First Supplementary Bidder's Statement is made available to investors in India on the strict understanding that it is confidential.
WHY YOU SHOULD ACCEPT THE IMPROVED METALS X OFFER
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You will receive an attractive 69% premium to the pre-Offer announcement prevailing market price1 whilst still retaining exposure to future share price upside.
You will receive 1 Metals X Share for every 4.75 Aditya Birla Shares held, thereby maintaining an exposure to the Aditya Birla assets.
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Metals X's improved Offer provides opportunity for an immediate outcome.
The Aditya Birla Board has announced the appointment of an advisor with the intention of running a process to consider the sale of your company or its assets, which they expect only to conclude in the March Quarter 2016. Your Board took almost 2½ years to transact a sale of Mt Gordon. Metals X is offering you a quick and certain opportunity to trade out of your underperforming Aditya Birla Shares and into Metals X Shares, should our Conditions be satisfied. Aditya Birla has been running its sale process for some 8 weeks since the announcement of the Offer, and no other alternative has emerged.
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You will become a shareholder in a leading Australian diversified mining group.
Metals X is a diversified mining group offering exposure to gold and base metals, predominately gold, tin, nickel and upon the successful conclusion of this Offer, copper.
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You will become a shareholder in a company with a strong mining team with expertise relevant to addressing Nifty's issues.
Metals X has a Board and management team with many years of combined mine development and operating experience, and in particular has many years of hands on experience managing underground mines like Nifty.
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Metals X has a track-record of successfully acquiring and improving mines.
Metals X has made multiple significant acquisitions in the past 3 years and has proved itself a successful manager of those operations, applying mining expertise and financial and operating discipline to produce strong financial results.
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The Offer greatly reduces the risks associated with being an Aditya Birla Shareholder.
You will become a shareholder in a multi commodity and multi mine company with a strong growth profile, rather than a shareholder in a company with a single operating mine, Nifty, that Aditya Birla management has publicly stated that based on its LOM Plan, Nifty has only 5 years mine life remaining.
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Potential for receipt of dividend payments.
Aditya Birla Shareholders who accept the Offer and hold Metals X Shares at any future dividend record date would be eligible to receive any associated future dividends paid by Metals X. Metals X's current dividend policy is to pay 30% of NPAT (net profit after tax) and has done so for the past 2 years.
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Your Metals X Shares will trade in a far more liquid market than your Aditya Birla Shares.
The liquidity in the market place for Metals X Shares is far greater than that of Aditya Birla, giving you a much improved ability to trade the shares you own.
For more information on the reasons why you should accept the Metals X Offer, please refer to Section 3 of the Original Bidder's Statement.
For information on the risk factors associated with Metals X, please refer to Section 10 of the Original Bidder's Statement.
For information on how to accept the Metals X Offer, please refer to Sections 1 and 9.5 of the Original Bidder's Statement.
1
Based on Metals X Shares closing price on 14 October 2015, being the day prior to the Announcement Date of the Offer, compared
to Aditya Birla's closing price on the day prior to the Announcement Date.
SECTION 1 DETAILS OF IMPROVEMENT TO THE OFFER
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Improved Offer
On 7 December 2015 Metals X gave notice that it has increased the Offer by increasing the ratio of Metals X Shares offered for every share in Aditya Birla.
Aditya Birla shareholders will now receive 1 Metals X Share for every 4.75 Aditya Birla Shares held.
Metals X was hopeful to engage ABY and Hindalco in meaningful dialogue over the Offer, however it has not been able to do so. Metals X has also actively tried every avenue to gain access to additional information from ABY on its assets and liabilities, but ABY has not allowed access on what Metals X believes to be reasonable commercial terms which would potentially allow Metals X to further improve its bid. As a result, Metals X is unlikely to further increase its Offer, although it reserves its rights to do so.
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Implied Offer Value
Based on the pre-Offer announcement prevailing market prices, the implied increased Offer value is equivalent to, approximately:
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$0.287 per Aditya Birla Share, based on Metals X Shares closing price on the day prior to the announcement of the Offer ($1.365), compared to Aditya Birla's closing price on the day prior to the announcement of the Offer of $0.17. A premium of 69%.
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$0.247 per Aditya Birla Share, based on a 1-month VWAP of Metals X Shares as at 14 October 2015, the day prior to the announcement of the Offer, compared to Aditya Birla's 1- month VWAP in that same period of $0.168. A premium of 54.7%.
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$0.240 per Aditya Birla Share, based on a 2-month VWAP of Metals X Shares as at 14 October 2015, the day prior to the announcement of the Offer, compared to Aditya Birla's 2- month VWAP in that same period of $0.170. A premium of 49.1%.
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$0.237 per Aditya Birla Share, based on a 3-month VWAP of Metals X Shares as at 14 October 2015, the day prior to the announcement of the Offer, compared to Aditya Birla's 3- month VWAP in that same period of $0.199. A premium of 25.3%.
As Metals X Shares are listed on the ASX, the market price of Metals X Shares can fall as well as rise and may be subject to varied and unpredictable influences. Accordingly, there is no guarantee that the Metals X Shares offered will trade at or above pre Offer prevailing market prices.
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Extension of Offer Period to 30 December 2015
On 20 November 2015, Metals X extended the Offer Period by 15 days to 15 December 2015.
On 7 December 2015, Metals X has extended the Offer Period by a further 15 days so as to change the close of the Offer Period from 5.00pm (AWST) on 15 December 2015 to 5.00pm (AWST) on 30 December 2015, unless extended.
Attached to this First Supplementary Bidder's Statement is the formal notice under section 650D of the Corporations Act varying the Offer by extending the Offer Period and increasing the Offer consideration.
In accordance with section 630(2) of the Corporations Act, the new date for giving notice on the status of the conditions set out in section 9.2 of the Original Bidder's Statement is 23 December 2015.
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Waiver of Certain Conditions
On 7 December 2015, Metals X gave notice that it has freed the Offer from nine Conditions, being the conditions in section 9.2(c), section 9.2(d), section 9.2(e), section 9.2(f), section 9.2(g), section 9.2(h), section 9.2(i), section 9.2(j) and section 9.2(k) of the Original Bidder's Statement. Two prior Conditions (sections 9.2(a) and 9.2(l) of the Original Bidder's Statement) had previously been fulfilled.
The Offer now only remains conditional on the Conditions in sections 9.2(b) and 9.2(m) to 9.2(t) of the Original Bidder's Statement.