ADY 0.00% 1.2¢ admiralty resources nl.

hebei wenfeng chairmans letter to shareholders

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    Hi Fellow Shareholders

    Copy of letter being sent to ADY shareholders from the Chairman of Hebei Wenfeng

    Dear Admiralty Shareholder,
    I am the Chairman of Hebei Wenfeng Industrial Group Co. Ud ("Hebei Wenfeng")
    which is a privately owned corporation listed in China which includes a number of
    companies within the Hebei Wenfeng Group engaged with mineral exploration,
    mining and iron refining projects and assets in Canada, Africa, Latin America and
    Chile. In 04 May 2010 Hebei Wenfeng was invited to submit proposals for joint
    ventures with SCM Vallenar lron Company ("Vallenar"), a subsidiary of Admiralty
    Resources NL ("Admiralty") , of which you are a shareholder.
    Hebei Wenfeng undertook due diligence of the assets of Vallenar from July 2010 to
    September 2010 in preparation to making an offer for purchase of assets and joint
    venture opportunities with Admiralty and Vallenar. At no time during our due
    diligence process was Hebei Wenfeng advised by Mr Prior or any other
    representative of Admiralty or Vallenar that our company was not a suitable joint
    venture partner or prospective purchaser of the assets of Vallenar.
    On 01 September 2010 Hebei Wenfeng was advised by Mr Stephen Prior, the CEO
    of Admiralty, that Admiralty had entered into a binding agreement with Icarus
    Derivatives Limited (Tcarus Derivatives") for the sale of a significant portion of the
    assets of Vallenar including those assets upon which Hebei Wenfeng was
    undertaking due diligence. Hebei Wenfeng was denied the opportunity to place an
    offer to the Board or shareholders of Admiralty.
    Hebei Wenfeng subsequently received a copy of the offer made by Icarus Derivatives
    (and guaranteed by Corsair Capital Limited). On 15 September 2010 Hebei
    Wenfeng made an offer to Mr Prior that it would match and exceed the offer made by
    Icarus Derivatives. On 18 October 2010 Hebei Wenfeng made an offer to Admiralty
    to meet each of the terms and conditions of the Icarus Agreement and increase the
    cash payments and Royalty payments by 50% above the Icarus transaction. On 28
    October 2010 Hebei Wenfeng was informed by the Australian legal representative of
    Admiralty to the effect that the Admiralty Board of Directors did not consider that its
    50% higher offer was superior. At no time has Hebei Wenfeng been advised why a
    50% higher offer was not superior.
    Hebei Wenfeng has subsequently been informed that Mr Prior disclosed to the
    shareholders at the EGM heId on 29 October 2010 in Australia that another offer had
    been received but that the Board of Admiralty did not consider it superior to the
    Icarus offer. Further we are informed that a director of Admiralty stated that the board
    of Admiralty did not believe that the offeror could "complete the deal". If that director
    was referring to Hebei Wenfeng and its 50% higher offer this statement is inaccurate.
    In light of this information provided by the CEO of Admiralty and the extensive due
    diligence process in which my company was involved, we provide you with the
    following further information on Hebei Wenfeng and the offer which we made to the
    Board of Admiralty.
    1. Our Experience
    Hebei Wenfeng Industrial Group Ca. Ud. was established in September 21st, 2009.
    The business units hold investments in mining factoring, hotels and food services.
    The group currently has 12,000 employees and the total assets are RMB 15 billion
    Yuan (US$2.26 billion)

    The companies that are part of Hebei Wenfeng Group include: Hebei Wenfeng lron &
    Steel Ud., and Tangshan Wenfeng Qiyuan Pipe Ud. Hebei Wenfeng lron & Steel Ud
    owns 49% of Tangshan Steel Plate Ud. (51% of the remaining is controlled by
    Tangshan Steel).
    Hebei Wenfeng Iron and Steel Co., Ud.
    Hebei Wenfeng Iron and Steel Co., Ud. was Registered and founded in 2001. Hebei
    Wenfeng lron and Steel is a Sino-foreign joint venture, which integrates iron making,
    steel-making, steel rolling, sintering, energy and power and so on, with RMB 8.4
    billion Yuan (US$1.26 billion) of total assets as well as more than 7,000 employees.
    The main products are: billets, hot rolled plates, hot rolled strips and light rails. The
    capacity of iron is 3.5 million tons per year, steel 3.5 million tons per year as well as
    rolled steel 3.55 million tons per year.
    Please refer to HebeiWenfeng lron and Steel Co., Ltd's website www.wfsteel corn
    for more information on the company.
    2. Our Financial Resources - : Hebei Wenfeng Iron & Steel Ltd.
    The Hebei Wenfeng Industrial Group Company Limited also known worldwide as the
    Hebei Wenfeng Group has been listed in the Top 500 Chinese Companies for the
    years 2006, 2007, 2008 and 2009. The Hebei Wenfeng Industrial Group employees
    12,000 persons and has USD$ 2.26 Billion in assets. One of the principie
    components of the Hebei Wenfeng Industrial Group is the Hebei Wenfeng Iron &
    Steel Company Limited a major player in the international iron mining and refining
    sector which employees 7,000 persons and has USD$ 1.03 Billion in assets and
    during the period encompassing January to October 2010 had a net profit of USD$
    70.0 Million. Hebei Wenfeng Iron & Steel Company has activities in China, Canada,
    Africa and Chile and is actively seeking opportunities to develop sources of iron feed
    to its steel refineries. Hebei Wenfeng lron & Steel Company's Chilean subsidiary;
    Minera San Fierro Limitada isdeveloping an integrated iron mining and commercial
    port project in Chile's Third Region in addition to actively exploring for additional iron
    mining opportunities in Chile.
    3. Our Ofter
    Our offer of 18 October 2010 reconfirmed Hebei Wenfeng Iron & Steel Ud would
    meet each of the terms and conditions of the Icarus Agreement (to the extent
    disclosed in the EGM circular) and offered to:
    a) provide $6 million of guaranteed cash payments (compared to $4 million by
    Icarus);
    b) increase the high-rate royalty from 10 million tonnes to 15 million tonnes (an
    increase of $25 million when compared to the Icarus Agreement); and
    e) provide suitable financial guarantees.
    In addition, the offer contained no due diligence conditions.
    Hebei Wenfeng deeply regrets that it was not afforded the opportunity to provide this
    information to the shareholders of Admiralty as this opportunity would have provided
    you with a 50% higher return on your assets than the return on the agreement
    between Admiralty and Icarus Derivatives.
    Hebei Wenfeng remains open to continuing discussions with the Board, management
    and shareholders of Admiralty in order to maximise the returns to Admiralty and its
    shareholders from the Northern assets and the remaining assets. If you have any
    enquiries please forward them to the following contacts.
    Liu Wenfeng
    tel: 0056-2-3641500
    mail: [email protected]
    Yours sincerely
    Chairman
    Hebei Wenfeng
 
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