Announcement in relation to a Proposal to Acquire All the Issued Shares
from Norton Gold Fields Limited's Other Shareholders
Reference is made to the announcement of Zijin Mining Group Co., Ltd.* (the "Company") dated 13 January 2015 (the "Announcement"), in relation to the Company's indicative, conditional and non-binding proposal to acquire all of the issued securities of the Company's subsidiary, Norton Gold Fields Limited ("Norton", stock code "NGF" on the Australian Securities Exchange ("ASX")) which the Company does not already own. Unless otherwise indicated, capitalised terms used in this announcement shall have the same meanings as defined in the Announcement.
The Company has entered into a binding scheme implementation agreement (the "SIA") with Norton on 6 February 2015. The SIA provides that the Company will acquire all of the issued securities that it does not already own, by way of a court approved scheme of arrangement for an offer consideration of A$0.20 per share (the "Proposal").
The Company, together with its wholly owned subsidiary, currently hold approximately 82.43% of Norton shares. If the scheme of arrangement is approved, the Company will have to pay a total consideration of approximately A$33,000,000 to acquire all of the remaining 17.57% of Norton shares.
In the absence of a superior proposal and subject to an independent expert concluding that the Proposal is in the best interests of Norton shareholders, 3 Norton directors who are independent from the Company (the "Independent Directors") unanimously support the Proposal and recommend that Norton shareholders vote in favour of the Proposal. Subject to the same qualifications, the Independent Directors intend to vote, or cause the voting of any shares in which he or she has a relevant interests, in favour of the Proposal.
OFFER PRICE
The offer price of A$0.20 per Norton share represents a substantial premium to the historical trading price of Norton shares prior to Norton receiving an indicative non-binding proposal from the Company on 12 January 2015, as set out below:
l 42.9% premium to the closing share price of A$0.140 on 9 January 2015 (being the last trading day prior to the date on which Norton received an indicative non-binding proposal from the Company).
l 54.7% premium to 1 month volume weighted average price of A$0.129 up to 9 January 2015.
l 56.0% premium to 3 month volume weighted average price of A$0.128 up to 9 January 2015.
l 53.6% premium to 12 month volume weighted average price of A$0.130 up to 9 January 2015.
KEY CONDITIONS FOR IMPLEMENTATION
l Minority shareholder approval (requiring approval by at least 50% in number of minority shareholders voting (in person or by proxy), and who represent at least 75% of the total votes cast);
l Australian Foreign Investment Review Board (FIRB) approval;
l ASX and Australian Securities and Investments Commission (ASIC) approval;
l Chinese regulatory approvals;
l Deloitte Corporate Finance Pty Limited (as the independent expert) concluding that the Proposal is in
the best interests of minority shareholders;
l Court approval; and
l No material adverse change, prescribed occurrence or regulatory restraint.
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