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Ann: Tawana & Alliance to Merge and Capital Raising & SIA, page-176

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06/04/18

09:49

Post #: 32262985
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Originally posted by UY Scuti ↑

In conjunction to the TAW announcement it's worthwhile reading the AMAL announcements:

Press Release:http://infopub.sgx.com/FileOpen/SGX...pril_2018.ashx?App=Announcement&FileID=496177

Mark Calderwood, the Managing Director of Tawana said:
“We are extremely pleased that the joint venture arrangement we entered into with Tawana in 2017 has resulted in a merger proposal that makes sound strategic sense and, importantly, gives Alliance and Tawana shareholders the opportunity to participate in an upside associated with the new entity”

Mark Turner, the proposed Independent Non-Executive Chairman of the merged company said:
“The merger proposal gives Alliance and Tawana shareholders the opportunity to participate in the upside associated with full ownership of the Bald Hill project, an emerging project of high strategic value and significance in the international lithium market. We are confident that the merged company will result in significant benefits to shareholders of both entities, with the opportunity for re-rating of the merged group from the enhanced equity and capital markets profile.”

FAQ: http://infopub.sgx.com/FileOpen/SGX...pril_2018.ashx?App=Announcement&FileID=496175

7. What is the basis for the 1.10 new Alliance shares for each Tawana share?
The offer ratio of 1.10 new Alliance Shares for every Tawana Share is derived by equating
the market capitalisations of Alliance and Tawana, adjusting for other factors that affects
valuation including the net working capital of each business and fully diluted shares on
issue as at implementation date. This results in approximately 50% of the Merged Group
being owned by Tawana and Alliance Shareholders respectively.

9. what percentage of shareholder support must be secured from Alliance and Tawana
Shareholders, respectively, for the approval of the Scheme?
To approve the Merger, at least 75% of Tawana Shareholders and 50% of Alliance
Shareholders who vote must support it. However, at least 75% of Alliance Shareholder
who vote will need to vote in favour to amend the Alliance constitution to allow it to list on
the ASX.

Merger Announcement: http://infopub.sgx.com/FileOpen/SGX...pril_2018.ashx?App=Announcement&FileID=496174

View attachment 1045285

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Hi UY, would like your thoughts on why they didn't just merged the 50% ownership of the J/V company into AMAL with consideration being 1.1 AMAL , share to each TAW share held.

This would have then left TAW as a listed entity with 100% of the other assets. To me this would have been a much more preferable outcome as it seems a waste to lose TAW as a listed entity, then us all getting Spinco shares in an unlisted entity then it incurring costs (likely $2 -3 million?) to get re-listed, if that turns out to be the plan. Seems that could have just left it all in TAW to me and we would all have shares in the listed entity TAW as well as our new shares in AMAL.

Thanks

TAW Price at posting: 45.5¢ Sentiment: None Disclosure: Held
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