Ann: GENERAL: CRP: Antipodes Transaction Update

• Release Date: 23/07/15 08:48
• Summary: GENERAL: CRP: Antipodes Transaction Update
• Price Sensitive: No
• Download Document  3.88KB

					CRP
23/07/2015 08:48
GENERAL
PRICE SENSITIVE
REL: 0848 HRS Chatham Rock Phosphate Limited

GENERAL: CRP: Antipodes Transaction Update

23 July 2015

NZX Market Announcement

Further to yesterday's market announcement, Chatham Rock Phosphate Limited
(CRP) is pleased to advise that it has now entered into a conditional pre-bid
agreement (Agreement) directly with Antipodes Gold Limited (AXG).
The Agreement provides that, subject to the satisfaction of certain
conditions, AXG will make a full takeover offer for all shares on issue in
CRP under the Takeovers Code. The key terms of the offer will be:

o The consideration for CRP shareholders will be satisfied in full by an
issue of AXG shares.
o Acceptance by CRP shareholders representing 90% of the CRP shares on issue
(unless waived by AXG).
o The offer will value the companies:
o AXG: at the aggregate of $300,000 and net Cash as at the day immediately
preceding the Takeover Notice for the Takeover offer being issued.
o CRP: at the aggregate of $0.007 per CRP share issued in respect of all CRP
shares on issue today and any CRP shares issued under the CRPOB option
exchange (if approved). CRP shares otherwise issued after today until the
date a takeover notice will be valued at the aggregate issue price at which
CRP issues such shares.

For clarity, these respective values are to be reflected in the proportions
that the shares of AXG will be held by CRP shareholders and AXG shareholders
following completion of the takeover offer. Based on this methodology, it is
anticipated that immediately preceding the Takeover Notice, Antipodes Gold
will be valued at approximately NZ$600,000 and CRP will be valued at
approximately NZ$2,400,000. Assuming completion of the takeover offer, this
would result in CRP shareholders holding approximately 80% of Antipodes Gold
and the existing shareholders of Antipodes Gold holding approximately 20%.

These proportions are provided as general guidance only and may vary
depending on circumstances between now and the issuing of a Takeover Notice.
CRP shareholders would receive, in accordance with the Takeovers Code, an
independent advisers report opining on the merits of this offer, if made.

If the takeover is completed it is intended that AXG's name will be changed
to Chatham Rock Phosphate Limited.

Conditions

The Agreement is conditional upon the following:

o The Aorere Resources Limited sale and purchase agreement being formally
terminated in accordance with its terms;
o Each party obtaining all necessary approvals from its security holders for
the takeover offer;
o AXG receiving the benefit of lock up commitments from CRP shareholders that
they will accept the takeover offer where those commitments represent, in
aggregate, at least 70% of all shares on issue in CRP.
o The parties obtaining any approvals from Government agencies (in New
Zealand or Canada), contractual counterparties or any other persons that are
necessary in order to give effect to the takeover offer; and
o The Parties undertaking due diligence enquiries on each other and their
respective board of directors being satisfied (at their absolute discretion)
with the outcome of those enquiries.

These conditions are to be fulfilled or waived by 31 December 2015 or else
the Agreement may be terminated by either party.

Transaction Progress

Considerable work towards satisfying the above conditions has already been
undertaken. In order to obtain shareholder approval AXG must prepare a large
amount of materials for its shareholders and work on this is well-advanced.
The uncertainty regarding whether pre-emptive rights for AXG's remaining gold
assets would be exercised has caused unforeseen delays to this transaction
but with there now being clarity on this point, the CRP Board looks forward
to proceeding with the transaction as soon as possible.

Chris Castle
Chief Executive Officer
[email protected]
End CA:00267322 For:CRP    Type:GENERAL    Time:2015-07-23 08:48:06