• A Scheme of Arrangement has been proposed in which Indophil’s major shareholder is offering to acquire all the Indophil shares that it does not already own. • The offer is being made at 30 cents cash per Indophil share – a 43% premium to the closing share price prior to the offer being announced. • In the absence of a superior proposal and subject to an Independent Expert finding that the Scheme is in the best interests of shareholders, Indophil’s Independent Directors unanimously recommend that shareholders VOTE IN FAVOUR of the Scheme. Indophil Resources and Philippine-based Alsons Prime Investments Corporation (APIC) have executed a Scheme Implementation Agreement to effect the acquisition of the shares which APIC does not own in Indophil by way of a Scheme of Arrangement. With a 19.99% interest, APIC and its related entities are the largest holders of Indophil shares. APIC has offered to acquire for 30 cents cash per share all of the Indophil shares on issue that it does not already own. The proposed acquisition price represents a 43% premium to the closing share price on the evening before the announcement of the offer, lodged with the ASX on 23 September 2014. The APIC offer implies an equity value for Indophil of approximately $361 million. The all-cash offer is not subject to financing or due diligence conditions. Indophil’s Independent Directors unanimously recommend that in the absence of a superior proposal and subject to an Independent Expert finding that the Scheme is in the best interests of shareholders, Indophil shareholders VOTE IN FAVOUR of the Scheme. Indophil’s second largest shareholder, the global mining and commodities group Glencore plc, through subsidiary Glencore Queensland, holds a ~13.1% shareholder interest. Glencore advises that subject to three conditions detailed on page two of this report, its intention is to vote to approve the Scheme at the Indophil Scheme Meeting, scheduled for mid-December 2014. The Scheme Booklet, detailing the offer and including the Notice of Meeting and shareholders’ personalised Proxy Form, will be despatched in mid-November 2014. Indophil’s Independent Directors unanimously recommend that subject to an Independent Expert finding that the Scheme is in the best interests of shareholders and in the absence of a superior proposal, shareholders VOTE IN FAVOUR of the Scheme. 23 October 2014
Posted on: Fri, 24 Oct 2014 18:09:25 +0000
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