fbe4903c-2475-4e48-ac2f-ef5f670b4a00.pdf
ANNOUNCEMENT
17 May 2016
Gulf's Second Supplementary Target's Statement
Metro Mining Limited (Metro) notes that Gulf Alumina Limited (Gulf) yesterday dispatched its Second Supplementary Target's Statement, containing the independent expert's report (IER), which opines on Metro's offer to acquire all of the issued capital of Gulf, in accordance with the orders of the Takeovers Panel.
The independent expert identified in excess of $200 million of merger synergies * and assessed that, on a like-for-like basis, Gulf shareholders would benefit from value accretion, based on Metro's improved offer of 3.5 Metro Shares for each Gulf Share, which is subject to the conditions set out in Metro's Second Supplementary Bidder's Statement. The independent expert also assessed that, on a like-for-like basis, the implied offer ratio based on standalone valuations would be approximately 3.9 ** Metro shares for every 1 Gulf share.
Metro intends to review the IER in detail and hopes to further engage with Gulf's board of directors to discuss the findings of the independent expert. Metro intends to provide further updates in relation to its review of the IER in due course.
Gulf's Second Supplementary Target's Statement is attached.
Further Information
For further information, contact Metro Mining Limited on +61 7 3009 8000.
* Based on capital, operating, and corporate cost savings over the life of the combined project as specified on Page 6 of the IER. Corporate cost savings were identified based on page 45 of the IER.
** Based on "Implied Share Exchange Ratio" in table titled "Share exchange ratio" on page 8 of the IER. The Independent Expert however ultimately determined it appropriate to apply a control premium to the transaction and rather than to assess the transaction as a merger of equals on a like-for-like basis as outlined on pages 3 and 4 of the IER.
ASX : MMI ACN 117 763 443
For More information Contact: Mr Simon Finnis | CEO | Mr Scott Waddell | Company Secretary
T: +61 (0) 7 3009 8000 | F: +61 (0) 7 3221 4811 | E: [email protected] com. au | W: www.metromining.com.au
Registered Office & Head Office: Lvl 8, 300 Adelaide St, Brisbane | GPO Box 10955, Brisbane Q 4000
ASX Announcement | 17 May 2016 | Page 1
ACN 108 086 371
Second Supplementary Target's Statement
and Independent Expert's Report
This Target's Statement has been issued in response to the Offers by Metro Mining Limited (ACN 117 763 443) for all of the Gulf Shares.
THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION.
Second Supplementary Target's Statement1
If you are in any doubt about how to deal with this document, you should contact your broker, financial advisor or legal advisor immediately.
Gulf Alumina Limited ACN 108 086 371
(ACN 108 086 371)
Second Supplementary Target's Statement
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Introduction
This document is a supplementary target's statement under section 644 of the Corporations Act 2001 (Cth). It is the second supplementary target's statement (Second Supplementary Target's Statement) issued by Gulf Alumina Limited (ACN 108 086 371) (Gulf) in relation to the off-market takeover bid to acquire all the ordinary shares in Gulf by Metro Mining Limited ACN 117 763 443 (Metro). This Second Supplementary Target's Statement supplements, and should be read together with, Gulf's Target's Statement dated 6 January 2016 (Target's Statement) and Gulf's First Supplementary Target's Statement dated 23 March 2016. This Second Supplementary Target's Statement is dated 16 May 2016, which is the date it was lodged with ASIC. Neither ASIC nor any of its officers take any responsibility for its contents. This Second Supplementary Target's Statement was approved by a resolution of the Gulf Board. Gulf Shareholders should refer to the Target's Statement as corrected by the First Supplementary Target's Statement, and this Second Supplementary Target's Statement for detailed information. If you are in any doubt as to the action which you should take in relation to the Offer, you should consult your legal, taxation or financial adviser. If you have any queries, please contact the Gulf office on +61 2 9221 4689.
Further information in relation to the Offer can also be found on Gulf's website (www.gulfalumina.com.au). Unless the context otherwise requires, capitalised terms used in this Second Supplementary Target's Statement but not defined have the same meaning given to them in the Target's Statement. The Second Supplementary Target's Statement prevails to the extent of any inconsistency with the Target's Statement and the First Supplementary Target's Statement.
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Independent Expert's Report
In accordance with an Order of the Takeover's Panel made on 11 March 2016, Gulf instructed Grant Thornton Corporate Finance Pty Ltd (Grant Thornton or Independent Expert) as an independent expert to report (Independent Expert's Report) whether the Metro Offer is fair and reasonable.
The Independent Expert's Report is set out in Annexure "A" to this Target's Statement. Please read it carefully.
Grant Thornton has concluded that the Metro Offer, based on the Increased Consideration of 3.5 Metro shares for each Gulf share, and based on the Original Consideration of 3.3 Metro shares for each Gulf share, is NOT FAIR AND NOT REASONABLE.
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Directors' Recommendation - Not to Accept
The Gulf Directors have considered the Independent Expert's Report. In the light of the Independent Expert's assessment, the Gulf Directors unanimously recommend that Gulf shareholders NOT ACCEPT either of:
Second Supplementary Target's Statement 1