Full Takeover Offer by Antipodes Gold Limited
made under the Takeovers Code to acquire all of the ordinary shares in Chatham Rock Phosphate Limited
23 December 2016
Offer opens: 23 December 2016
Offer closes: 31 January 2017
IMPORTANT
If you are in doubt as to any aspect of this offer, you should consult your financial or legal adviser.
If you have sold all your shares in Chatham Rock Phosphate Limited to which this offer applies, you should immediately hand this offer document and the accompanying acceptance form to the purchaser or the agent (e.g. the broker) through whom the sale was made, to be passed to the purchaser.
Chatham Rock Phosphate Limited's target company statement, together with an independent adviser's report on the merits of this offer and another independent adviser's report on the fairness and reasonableness of the consideration and terms of this offer as between classes of financial product either accompanies this offer or will be sent to you within 14 days and should be read in conjunction with this offer.
THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION
CONTENTS
Chairman's Letter3
Summary of the Offer 5
How to Accept the Offer 7
Terms and Conditions of the Offer 8
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The Offer 8
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Consideration 8
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How to accept this offer 9
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Terms and conditions of Offer 11
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Minimum acceptance condition 13
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Further conditions 13
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Change in circumstances 16
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Method of settlement 18
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Notices 18
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Further information 18
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Interpretation and miscellaneous 19
Appendix 1 20
Appendix 2 33
CHAIRMAN'S LETTER
23 December 2016
Takeover offer to acquire all ordinary shares in Chatham Rock Phosphate Limited
Dear Chatham Rock Shareholder
On behalf of Antipodes Gold Limited (AXG), we are pleased to offer (Offer) to acquire all of your ordinary shares (CRP Shares) in Chatham Rock Phosphate Limited.
The consideration for the Offer is:
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for your fully paid ordinary shares of CRP (Paid CRP Shares), fully paid common shares in AXG (New AXG Shares) on the basis of one New AXG Share for every 65.59 Paid CRP Shares held; and
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for your unpaid ordinary shares of CRP (Unpaid CRP Shares), mandatory warrants in AXG (New AXG Mandatory Warrants) on the basis of one New AXG Mandatory Warrant for every 65.59 Unpaid CRP Shares held.
The Offer will remain open until 5.00pm on 31 January 2017 unless extended in accordance with the Takeover Code. It is subject to a number of conditions, including a 90% minimum acceptance condition (which can be waived) and other conditions customary in a full takeover offer.
Recent AXG announcements
AXG has made a number of recent announcements about its proposed full takeover of CRP.
On 22 July 2015, AXG announced that it had entered into a pre-bid agreement with CRP relating to the takeover of CRP. That agreement was subject to a number of conditions which have now been waived or satisfied. The terms required that the Offer value AXG and CRP as follows:
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AXG at the aggregate of $300,000 and net cash that it holds immediately preceding the takeover notice; and
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CRP at the aggregate of $0.07 per CRP Share for all CRP Shares on issue at the date of the pre-bid agreement and, in respect of CRP Shares issued after that date until the takeover notice, the aggregate issue price at which CRP Shares were issued.
It is on this basis that we are now providing you with the Offer.
CRP position
The Offer is supported by the board of CRP because, if it is successful, it will have the effect of reverse listing CRP on TSXV.
The board of CRP has detailed that its business will evolve from a single project focus into a more diversified business, principally involving other phosphate projects. It has also determined that diversification of its business strategy will be significantly easier if CRP was listed on a more recognised and liquid overseas stock market for mining companies. A listing on TSXV was identified as logical as TSXV is a leading exchange for mining stocks and also has a major fertiliser component.
AXG is listed on the TSXV and an overseas issuer on NZAX. It has sold all of its trading assets and is currently a shell company. It has cash reserves which CRP will be able to access for working capital purposes if the Offer is successful. It is on this basis that AXG is seen as an
ideal interest through which CRP can obtain a listing on TSXV (and also remain as an overseas issuer on NZAX).
We hope that you will choose to accept the Offer and encourage you to read this Offer document carefully before doing so. Please consider any relevant risk factors and take separate professional advice.
We look forward to welcoming you as a shareholder in a combined AXG/CRP group. Yours faithfully
Antipodes Gold Limited
Adrian Fleming
Chairman