GGG Resources PLC
AIM : GGG

GGG Resources PLC

April 18, 2011 02:00 ET

GGG Resources plc's Off-Market Takeover Offer for Auzex Resources Limited

LONDON, UNITED KINGDOM--(Marketwire - April 18, 2011) - Western-Australian mining exploration and development company, GGG Resources plc (GGG) (AIM:GGG), has lodged its Bidder Statement in relation to its off-market takeover offer for all of the fully paid ordinary shares in the capital of Auzex Resources Limited (Auzex) which GGG does not own. GGG has also lodged a fourth supplementary prospectus in relation to its proposed admission to the official list of the Australian Securities Exchange with the Australian Securities and Investment Commission (ASIC). Copies of both documents are available to download from the Company's website www.gggresources.com, and today's release should be read in conjunction with those documents.

GGG is currently Auzex's second largest shareholder holding 8,000,000 shares representing approximately 8.42% of Auzex's current fully paid ordinary share capital.

Under GGG's offer, Auzex shareholders will, subject to the terms and conditions of the offer, receive seven (7) fully paid ordinary shares in the capital of GGG (GGG Shares) for every five (5) of fully paid ordinary shares in the capital of Auzex (Auzex Shares) they hold (the Offer).

GGG's Offer

The directors of GGG believe the Offer is a compelling proposition for Auzex shareholders and believe that if the Offer is successful, it will:

  • consolidate the ownership of the Bullabulling Gold Project into a single corporate group which will focus on the Bullabulling Gold Project;

  • rationalise future decision-making processes in relation to the Bullabulling Gold Project;

  • allow for the potential improvement of the efficiency and timeliness in the development of the Bullabulling Gold Project to maximise shareholder value by accelerating exploration and development;

  • align the interests of the two shareholder groups into a like-minded, single group of shareholders;

  • reduce corporate overheads and duplicated roles;

  • allow GGG to appoint a Western Australian based team which will manage the development and operations of the Bullabulling Gold Project in the future; and

  • potentially provides the merged entity with greater access to capital markets in the United Kingdom as well as Australia.

GGG's listing on ASX has been delayed as a result of difficulties in obtaining endorsement from Auzex of GGG's proposed future expenditure program for the Bullabulling Joint Venture in relation to the Bullabulling Gold Project. As a result, GGG has extended its current application to list on ASX, with its offer under its prospectus now scheduled to close on 2 May 2011.

Auzex's lack of co-operation towards GGG's listing in Australia influenced GGG to announce the Offer with a view to ensuring, going forward, that the interests of stakeholders in the Bullabulling Gold Project are aligned through a unified decision-making process rather than being fragmented under the existing corporate decision-making process.

If GGG successfully lists on ASX, this will provide the merged entity with access to capital markets in the United Kingdom as well as Australia and GGG Shareholders will have the benefit of a company which is dual-listed with trading in shares on AIM and CHESS Depositary Interests (CDIs) on ASX. If the Offer is successful and GGG successfully lists on ASX, Auzex shareholders who accept the Offer and become GGG shareholders will have the option of trading their GGG shares on AIM or trading GGG CDI's on ASX.

Based on the closing price of GGG Shares on AIM and Auzex Shares on ASX on the last trading day prior to the announcement of the Offer,1 the Offer represents an implied value of A$0.87 per Auzex Share2 (total equity value circa A$94.9 million)3 and a premium of:

  • 39.3% to Auzex's closing share price on the ASX of A$0.625 on 11 March 2011, using GGG's closing share price on AIM on 11 March 2011 of A$0.6224;

  • 21.2% to Auzex's one month VWAP on the ASX of A$0.672 to 11 March 2011, using GGG's one month VWAP on AIM to 11 March 2011 of A$0.5814;

  • 10.7% to Auzex's three month VWAP on the ASX of A$0.596 to 11 March 2011, using GGG's three month VWAP on AIM to 11 March 2011 of A$0.4714.

  • The Offer is conditional upon GGG becoming entitled to at least 50.1% of Auzex's Shares and certain other conditions included in the Bidder's Statement.

Notes
1.The Offer was announced to ASX and AIM on 14 March 2011. The last trading day prior to the announcement of the Offer was 11 March 2011.
2.Based on the closing share price of GGG of A$0.622 as at 11 March 2011, the last trading day prior to the announcement of the Offer and converted at a £ to A$ exchange rate of 0.625 (1£=A$1.60).
3.Calculated on a fully diluted basis using the number of Auzex shares on issue prior to the announcement of the Offer and assuming that all existing Auzex options are exercised but otherwise no other Auzex shares are issued.
4.GGG's share price has been converted at a £ to A$ exchange rate of 0.625 (1£=A$1.60).

Contact Information

  • Dr. Jeffrey Malaihollo
    MD, GGG Resources plc (UK)
    + 44 1992 531820
    www.gggresources.com

    Neil Boom
    MD, Gresham PR Ltd (UK)
    + 44 7866 805 108

    David McArthur
    GGG Resources plc (Australia)
    41 Stirling Highway
    Nedlands, WA 6009
    Australia
    +61 8 9423 3200

    Westhouse Securities Limited (UK Nominated Adviser)
    Tom Price / Martin Davison
    + 44 20 7601 6100

    Collins Stewart Europe Limited (Broker)
    John Prior / Adam Miller
    + 44 20 7523 8350

    David Brook
    Professional Public Relations (Australia media)
    +61 8 9388 0944/ +61 433 112 936
    david.brooks@ppr.com.au