takeover
Sedimentary Holdings Ltd (ASX: SED) today announced its intention to make an off-market offer for all of the ordinary shares in NuStar Mining Corporation Limited (ASX: NMC). The combination of Sedimentary’s interest in the Cracow Gold Mine in Queensland and NuStar's Paulsens gold development project in the Ashburton region of Western Australia would see the emergence of a substantial gold producer and explorer. This will represent an important growth step for Sedimentary. It will also provide NuStar shareholders with the opportunity to participate on attractive terms in a larger and more diversified gold company with good exploration potential. The consideration offered is two fully paid ordinary shares in Sedimentary for every nine fully paid ordinary shares in NuStar. Based on the weighted average Sedimentary share price over the two weeks prior to 18 November 2004, this values NuStar shares at 7.0 cents each providing an attractive premium of 29% to the NuStar share price over the same period. Sedimentary’s Managing Director, Rob Devereux, said the proposed acquisition represented an excellent opportunity to expand Sedimentary's gold production and exploration base now that the Cracow Gold Mine was reaching production. “This is an opportunity to build a profitable mid tier Australian gold company focusing on Australian gold assets. With the development of the Paulsens project the combined company would have attributable near term sustainable production in excess of 100,000 ounces per annum at a low cost relative to industry averages.” he said. NuStar has an extensive land holding position in the Ashburton region of Western Australia. Development of the Paulsens deposit has commenced, with first gold production expected in mid 2005. “Sedimentary’s transformation into an operating company involved in two low-cost mines with extensive exploration potential will place the Company in a strong position to take advantage of improving market conditions, with the gold price currently firming at levels above US$420 per ounce,” he added.
Sedimentary has established a relevant interest in NuStar of 4.2%. The Sedimentary offer is subject only to the following material conditions: · that at the end of the offer period, Sedimentary has become entitled to not less than 50.1% of the number of NuStar shares on issue; · that the acquisition of the 5% Paulsens Royalty from St Barbara Mines Limited (“St Barbara”) by NuStar is approved by shareholders at the St Barbara Annual General Meeting to be held on 29 November 2004 and by NuStar shareholders at the NuStar Annual General Meeting of the same date; · that no prescribed occurrences occur prior to the expiry of the offer period, including, without limitation, NuStar changing its capital structure, acquiring, disposing or charging a substantial part of its business or property, or resolving that it or a subsidiary be wound up; · that no material adverse change occurs in the business, financial or trading position or condition, assets, liabilities or profitability or prospects of NuStar or its subsidiaries prior to the expiry of the offer period; and · that NuStar undertakes no material acquisitions, disposals or other transactions during the offer period. Sedimentary intends to lodge its Bidder's Statement with the Australian Securities and Investments Commission and serve it on NuStar today. Offers will be sent to NuStar shareholders shortly thereafter. For further information contact: Sedimentary Holdings Ltd RFC Corporate Finance Ltd Rob Devereux Rob Adamson Managing Director Managing Director t. (03) 9329 9884 t. (02) 9250 0000 m. 0419 581 524 m. 0418 493 504 Page 2 Sedimentary Holdings Ltd ASX Announcement 19 November 2004 R.B Devereux Managing Director 19 November 2004
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