enhanced takeover proposal by stanhill out

"ASX & Media Announcement
Stanhill Resources Pty Limited (ACN 131 760 551)
(the bid vehicle for the consortium comprising Richard Laufmann, Alsons Group
and Crosby Capital Limited)
Recommended Takeover for Indophil Resources NL
Enhanced takeover proposal
20th August 2008
· Enhanced proposal, again superior to Xstrata’s bid
· New proposal is A$1.28 cash offer plus 1:1 dividend paid in shares of
“New Exploration”
· New proposal gives shareholders access to ownership of an exciting
new exploration investment
· New Exploration will be a spin out of Indophil’s exploration assets, plus
A$8 million in cash
Mr Richard Laufmann, Managing Director & CEO of Indophil Resources NL
(Indophil), the Alsons Group and Hong Kong-based merchant banking group
Crosby Capital Limited (Crosby) previously announced their intention to make a
conditional cash takeover offer of A$1.28 per share for the entire issued share
capital of Indophil (Offer).
The consortium has incorporated Stanhill Resources Pty Limited (Stanhill) to
make the Offer.
Bidder’s statement issued and Stanhill Offer now open
Stanhill has, today, issued its bidder’s statement which is being sent to Indophil
shareholders. The Stanhill takeover offer is now open for acceptance.
The bidder’s statement contains an enhanced takeover proposal.
Enhanced Takeover Proposal
Under the enhanced takeover proposal1, Indophil shareholders who accept the
offer will receive, subject to the satisfaction or waiver of the conditions:
§ A$1.28 per Indophil share in cash under the Offer; plus
§ 1 share in Indophil Southern Philippines Holdings Limited (New
Exploration) for every share Indophil2.
It is proposed that the New Exploration Shares will be paid by way of a dividend
in specie from Indophil once Stanhill acquires control of Indophil (and the Indophil
board). In this respect, registered Indophil Shareholders on the record date for
the dividend who have not accepted the Stanhill offer would also receive New
Exploration shares.
New Exploration
New Exploration is a wholly owned subsidiary of Indophil. It is proposed that,
should the Offer be successful, New Exploration will hold all of Indophil’s
exploration assets (other than the Tampakan Project). These assets comprise
interests in a number of potential and prospective mining projects across the
Philippines that have been independently valued at between A$10 million and
A$15 million3. In addition, Stanhill proposes to provide A$8 million of cash to New
Exploration for the ongoing exploration, evaluation and development of these
exploration assets. Based on this, New Exploration could be valued at between
A$18 million to A$23 million which equates to 3.38 cents to 4.32 cents per
Indophil share.4
Should the Offer be successful, Stanhill will cause Indophil to transfer the New
Exploration shares to eligible Indophil shareholders by way of an in specie
dividend. Following the transfer, Indophil will retain not more than 20% of New
Exploration.
A member of the Stanhill consortium (and the Managing Director and CEO of
Indophil), Mr Richard Laufmann, said:
“Stanhill’s enhanced takeover proposal for Indophil is clearly superior to
Xstrata’s bid. It is compelling. Our offer price is based on the value of a
world-class copper and gold deposit in Tampakan while at the same time
our proposal acknowledges the hidden value of Indophil’s other
exploration assets. The Balatoc project, for example, is central to the new
exploration portfolio, and in my view, it has the potential to deliver great
upside. Stanhill’s bid is imaginative. It provides substantial and increased
value to Indophil shareholders.
When you combine the non-Tampakan exploration assets with an $8
million cash injection and the prospect of harnessing the expertise, skills
and track record of Indophil’s technical and management team, you have
the makings of a new and exciting resources company that has the
potential to recreate the Indophil successes.
We are fortunate to have brought together the Stanhill consortium and its
investment expertise. The global linkages of the consortium are by any
measure impressive.”
Details of the New Exploration assets and the New Exploration proposal are set
out in the Stanhill bidder’s statement (in particular, sections 5 and 9.1).
Indophil recommendation
Indophil’s Independent Directors unanimously recommend that Indophil
shareholders accept the Stanhill Offer in the absence of a superior proposal and
they intend to accept in respect of their own shareholdings, in the absence of a
superior proposal.
Full details in bidder’s statement
Please refer to the bidder’s statement on the ASX website for full details of the
Offer and the New Exploration proposal. Indophil shareholders are encouraged
to read the Stanhill bidder’s statement and offer in full.
Further information
Please contact:
Michael Mullane: +61 414 590 296
Richard Laufmann: +61 419 042 646
_____________________________________
About Crosby Capital Limited
Crosby is a leading deal-focused Asia-oriented merchant banking and asset
management group listed on the Hong Kong Exchange’s GEM board (HK GEM:
8088). With offices in Hong Kong, Singapore, the United Kingdom and
representation in other parts of Asia, Crosby has significant global reach and
significant expertise in cross border deals. The group’s activities broadly
comprise of a corporate finance business, a regional cross-border team providing
mergers and acquisitions advice and debt and equity fund-raising services for
regional corporations and an asset management operation that includes buy out
and leveraged buy out funding vehicles. Further information on Crosby can be
found on www.crosby.com
About Indophil
Indophil Resources NL is an Australian publicly-listed company, incorporated in
1996, to acquire, explore for and develop gold and copper-gold opportunities in
the Asia-Pacific region with an emphasis on the Philippines. The Company has
focused on developing the Tampakan Copper-Gold Project in the southern
Philippines of which it owns 34.23%, with arrangements to lift that to 37.5%. The
remaining 62.5% is held by Xstrata Copper, with the combined interests being
managed through Sagittarius Mines Inc. on behalf of the Philippine Government
and the people of the Philippines.
1 Stanhill reserves the right to withdraw the proposal to cause Indophil to transfer New
Exploration Shares to eligible Indophil shareholders if it increases its cash takeover offer by an
amount equal to or higher than an independently assessed value of New Exploration Shares.
Stanhill has made no decision whether or not to increase the Offer Price.
2 Shareholders accepting the offer after the takeover offer becomes unconditional and the record
date for the dividend in specie of New Exploration Shares will not be entitled to receive New
Exploration Shares unless they are a registered Indophil shareholder on the record date for the
dividend.
3 See page 45 of the independent expert’s report in Indophil’s Target Statement in response to
Xstrata’s offer.
4 See page 32 of the Stanhill Bidder’s Statement."