Microsoft Word - 1781135025_18.docx
22 June 2016
Squire Patton Boggs (AU) Level 21, 300 Murray Street GPO Box A39
Perth WA 6837
O +61 8 9429 7444
F +61 8 9429 7666
squirepattonboggs.com
Christopher Rosario
T +61 8 9429 7553
[email protected]
Partner: Simon Rear
T +61 8 9429 7483
[email protected]
Australian Securities Exchange Level 40, Central Park
152-158 St Georges Terrace PERTH WA 6000
Our ref CPR:SGR:60-1557356
Dear Sir/Madam
OFF-MARKET TAKEOVER BID FOR GENERAL MINING CORPORATION LIMITED (ACN 125 721 075) - TARGET'S STATEMENT
We act for General Mining Corporation Limited (ACN 125 721 075) (General Mining). As announced to the market on 30 May 2016, Galaxy Resources Limited (ACN 071 976
442) proposes to make an off-market takeover bid for all of the issued shares in General
Mining that it does not already own (Bid).
In connection with the Bid and in accordance with item 14 of section 633 of the Corporations Act 2001 (Cth), please find enclosed a copy of the Target's Statement dated 22 June 2016.
If you have any questions, please contact Simon Rear of this office on [email protected] or +61 8 9429 7483.
Yours faithfully
Squire Patton Boggs (AU)
45 Offices in 21 Countries
Squire Patton Boggs (AU) is part of the international legal practice Squire Patton Boggs, which operates worldwide through a number of separate legal entities.
Please visit squirepattonboggs.com for more information.
017-8123-5761/1/AUSTRALIA
GENERAL MINING CORPORATION LIMITED (ACN 125 721 075)
TARGET'S STATEMENT
This Target's Statement is issued by General Mining Corporation Limited in relation to the off-market takeover bid by Galaxy Resources Limited for all of the ordinary fully paid shares in General Mining Corporation Limited that it does not already own.
ACCEPT
Your Directors unanimously recommend that you ACCEPT the Takeover Bid from Galaxy Resources Limited in the absence of a Superior Proposal
THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION. YOU SHOULD READ THIS TARGET'S STATEMENT IN FULL BEFORE DECIDING WHETHER TO ACCEPT THE TAKEOVER BID FROM GALAXY RESOURCES LIMITED. IF YOU ARE IN ANY DOUBT AS TO HOW TO DEAL WITH THIS DOCUMENT, PLEASE CONTACT YOUR LEGAL, FINANCIAL, TAXATION OR OTHER PROFESSIONAL ADVISER. YOU CAN ALSO CALL GENERAL MINING ON +61 8 9227 1186, MONDAY TO FRIDAY BETWEEN 8.30AM AND 5.00PM (PERTH TIME).
Legal adviser to General Mining Financial adviser to General Mining
017-8113-5025/18/AUSTRALIA
)
TABLE OF CONTENTS
Chairman's Letter 6
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Offer Summary and Frequently Asked Questions 9
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Directors' recommendation and intentions 22
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Reasons to ACCEPT the Offer, in the absence of a Superior Proposal 24
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Your choices as a General Mining Shareholder 31
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Profile of General Mining 33
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Profile of Galaxy 37
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Profile of Merged Entity 40
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Information regarding the Offer 42
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Risks relating to the Offer 48
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Taxation considerations 51
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Additional Information 57
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Glossary and interpretation 64
Corporate Directory 69
KEY DATES
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Event
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Date
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Offer announced
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30 May 2016
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Date Bidder's Statement and Target's Statement lodged with ASIC
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22 June 2016
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Offer opens
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28 June 2016
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Offer closes (unless extended or withdrawn)*
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5.00pm (WST) on 29 July
2016
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* These dates are subject to change. Please refer to section 8.4 of this Target's Statement for further details regarding the extension of the Offer.
IMPORTANT NOTICES
Target's Statement
This document is a Target's Statement dated 22 June 2016 and is issued by General Mining Corporation Limited ACN 125 721 075 (General Mining) under Part 6.5 Division 3 of the Corporations Act. This Target's Statement sets out the General Mining Board's formal response to the Offer.
Your Directors recommend that you read this Target's Statement in full and seek independent advice if you have any queries in respect of the Offer.
ASIC and ASX disclaimer
A copy of this Target's Statement was lodged with ASIC and given to ASX on 22 June 2016. Neither ASIC, ASX nor any of their respective officers takes any responsibility for the content of this Target's Statement.
Defined terms
Certain terms used in this Target's Statement have defined meanings, as set out in section 12 of this Target's Statement.
Responsibility for information in this Target's Statement
Other than as set out below, General Mining accepts responsibility for the form and content of this Target's Statement.
The information contained in section 6 has been prepared by Galaxy and provided to General Mining to assist it with preparation of the information in this Target's Statement (Galaxy Information). The Galaxy Information has been prepared solely by Galaxy and is the sole responsibility of Galaxy. General Mining does not assume any responsibility for the accuracy and completeness of the Galaxy Information, and General Mining does not make any representation or warranty, express or implied, as to the accuracy or completeness of that information. Any other information in this Target's Statement concerning Galaxy or Galaxy's assets and securities has been prepared from publicly available information and limited information made available by Galaxy to General Mining. This information has not been independently verified by General Mining, and accordingly to the extent permitted by the Corporations Act, General Mining makes no representations and warranties,