I don’t know ASX M&A law at all really, but in Canada for...

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Goldguy90

49 Posts.

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06/04/24

13:59

Post #: 73219909
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Originally posted by Obliqua: ↑

The offer is now unconditional and best and final in the absence of a competing proposal.

The latter will not happen as PRU has control now so no competing proposal can succeed unless PRU wraps up its offer and then vends its 50.15% into the new higher bid by another party.

So ORR shareholders are not getting a bump this time around.

In the event PRU end up with between 50-90% of the shares in ORR I would not want to be a minority shareholder of ORR.

PRU had US$642m cash and bullion as at 31 Dec. They already owned 20% of ORR. If they end up with 75% of ORR that means cUS$98m outflow to pay for the extra 55%. They added US$88m of cash/bullion in the Dec Q pre the outflow for the 20% stake in ORR. So realistically they could easily have proforma cash as at 31 March inline with 31 Dec AFTER buying the 55% stake. By June 30 this could be at cUS$750m given the increase in the price of gold.

PRU can thus easily equity fund the entire build cost of Nyanzanga (US$474m). That means a potentially massive equity raise in ORR where PRU underwrite it. PRU as the controlling shareholder in ORR would have NO incentive to raise debt in the vehicle to reduce dilution for minority shareholders. 1) A rights issue in ORR would PRU the the ability to further increase their holding and 2) it would allow them to put to work their on balance sheet cash.

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I don’t know ASX M&A law at all really, but in Canada for example dissenting shareholders that don’t have much of a case can tie up an acquisition in legal battles for a very long time and prevent the scenario you described until resolution. PRU is in a hurry. SVM is not. I’m unclear who has the true advantage here but I feel like it’s SVM as they have time on their side. They don’t need the $27 mm USD in offer cash anytime soon. And it’s most likely no accident that there seems to be a non tendering block of shareholders along with any retail that wish to hang on in the hopes of getting a little more.

ORR Price at posting: 57.0¢ Sentiment: None Disclosure: Not Held
2 Upvote

0 Great analysis

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