GGB 0.00% 24.0¢ ggg resources plc

GGG Resources plc (the "Company" or "GGG") GGG extends offer...

  1. 7 Posts.
    GGG Resources plc

    (the "Company" or "GGG")

    GGG extends offer period while it awaits further disclosures from Auzex

    GGG Resources plc ("GGG") (ASX:GGB, AIM:GGG) has today extended the offer
    period of its off-market takeover offer for all of the ordinary shares in Auzex
    Resources Limited ("Auzex") for two weeks so that it is now scheduled to close
    at 5.00pm (Perth time) on Monday 20 June 2011 (unless further extended).

    On 6 May 2011, Auzex announced three separate proposals; namely:

    * A demerger of its non-core exploration assets;

    * A proposed $25 million capital raising; and

    * Seeking a listing on the London AIM market.

    This extension is to allow GGG and all other Auzex shareholders time to
    consider the details which Auzex should disclose in relation to these
    proposals.

    With the release of Auzex's target statement on 19 May 2011, GGG expected that
    there would be further disclosure of the proposals, however, this did not
    occur. Auzex's target statement provided little additional information on the
    proposals.

    The following documents are attached for immediate release to the market:

    * a letter which is being sent to Auzex shareholders explaining the
    extension; and

    * a formal notice of variation required in respect of the extension by the
    Corporations Act 2001 (Cth).

    27 May 2011

    Dear Fellow Auzex Shareholder

    Extension of offer period while GGG awaits further disclosures from Auzex

    As you would be aware, GGG Resources plc ("GGG") is offering you seven GGG
    shares for every five Auzex shares you own. A key aim of GGG's offer is to
    consolidate the ownership of the Bullabulling Gold Project into a single
    corporate group focused on the Bullabulling Gold Project.

    GGG's offer was due to close at 5.00pm (Perth time) on 6 June 2011. In light of
    Auzex's announcement on 6 May 2011, which briefly outlined three separate
    proposals involving a demerger of its non-core exploration assets, a capital
    raising, and a listing on the London AIM market, GGG has today extended the
    period of its offer by two weeks so that it will now close at 5.00pm (Perth
    time) on Monday 20 June 2011 (unless extended further). This will allow GGG and
    all other Auzex shareholders time to consider all necessary details that Auzex
    should immediately disclose in relation to the three separate proposals.
    Accompanying this letter is a formal notice in respect of this extension.

    GGG has concerns about the level of disclosure in relation to the three
    separate proposals. Given the level of information released to date, GGG
    considers that Auzex's Board should provide Auzex shareholders with further
    details on each proposal. At a minimum, the information which Auzex
    shareholders now require to make an informed assessment includes the following:

    Proposed Demerger of Exploration Assets

    * What are the complete terms of the demerger?

    * What ratio of securities in the demerged entity will be distributed in
    specie to Auzex shareholders?

    * What interest will Auzex retain in the demerged entity?

    * What level of funding will be sought from shareholders and/or investors?

    * What are the proposed key dates for the implementation of the various
    stages of the demerger?

    Proposed Capital Raising

    * What classes of securities are to be issued?

    * What is the maximum number of each class of security to be issued?

    * What is the issue price for each class of security to be issued?

    * Will any existing Auzex security holders participate in the issue?

    * Will the capital raising be underwritten?

    * Has a lead manager for the capital raising been appointed?

    * Will securities issued from the capital raising be eligible to participate
    in the demerger proposal?

    * What are the proposed key dates for the implementation of the capital
    raising?

    Proposed AIM Listing

    * Has a nomad agreed to sponsor the AIM listing?

    * Is the AIM listing contingent upon the completion of the proposed capital
    raising?

    * What are the proposed key dates for the implementation of the AIM listing?

    Auzex's announcement on 6 May 2011 included the following qualification:

    "All statements of intention in this announcement are statements of intention
    only. Auzex and each of its Directors reserve the right to make decisions in
    light of the prevailing circumstances at the time of their decision and to
    change earlier decisions, all in their absolute discretion."

    GGG considers that by including such a statement in the announcement, no
    information in the announcement can be relied upon until full details are
    disclosed and a statement clarifying this statement is made. For Auzex
    shareholders to make an informed decision on the merits of any of the three
    separate proposals whilst GGG is offering Auzex shareholders to acquire their
    shares, the above questions need to be answered by Auzex's Board.

    Successful completion of GGG's offer will consolidate the ownership of the
    Bullabulling Gold Project into a single corporate group focused on the
    Bullabulling Gold Project.

    We encourage you to consider all information that has been sent to you and to
    accept GGG's offer. If you have any questions regarding GGG's offer, please
    call the GGG Offer Information Line on 1300 710 755 (local call charges apply)
    from within Australia or +61 2 8022 7902 (normal call charges apply) from
    outside Australia, or contact your professional advisor.

    Yours sincerely


    Jeffrey Malaihollo

    Managing Director

    NOTICE OF VARIATION - EXTENSION OF THE OFFER PERIOD

    (SECTION 650D - CORPORATIONS ACT 2001 (CTH))

    OFF-MARKET TAKEOVER offer BY GGG RESOURCES PLC FOR ALL of THE ORDINARY SHARES
    IN AUZEX RESOURCES LIMITED

    To: 1. Auzex Resources Limited (ABN 74 106 444 606) (Auzex).

    2. Australian Securities and Investments Commission.

    3. Each person to whom offers were made under the takeover offer referred to in
    this notice.

    GGG Resources plc (UK Registration Number 05277251 and ARBN 143 978 376) (GGG)
    gives notice that offers under its off-market takeover bid for all of the
    ordinary shares in Auzex that it does not already own dated 15 April 2011 are
    varied by extending the period during which the offer will remain open so that
    the offer will now close at 5:00pm (Perth time) on 20 June 2011 (unless further
    extended).

    Accordingly, the new date for the giving of the notice required by section 630
    (1) of the Corporations Act 2001 (Cth) (Act) regarding the status of defeating
    conditions is 10 June 2011. As at the date of this notice, so far as GGG knows,
    except for the defeating condition set out in part 1.10(a)(ii) of Annexure A
    ("Foreign Acquisitions and Takeovers Act") of its bidder's statement dated
    15 April 2011, none of the defeating conditions have been fulfilled.

    This notice is dated 27 May 2011.

    A copy of this notice was lodged with ASIC on 27 May 2011. ASIC takes not
    responsibility for the contents of this notice.


    ___________________________
    Signed for and on behalf of

    GGG Resources plc

    Dr Jeffrey Malaihollo
    Managing Director

    Enquiries, please contact:

    David McArthur Dr. Jeffrey Malaihollo

    GGG Resources plc (Australia) MD, GGG Resources plc (UK)

    41 Stirling Highway Tel: + 44 1992 531820

    Nedlands WA 6009 Website: www.gggresources.com

    Australia

    Tel: +61 8 9423 3200

    Collins Stewart Europe Limited (Broker) Westhouse Securities Limited
    (UK Nominated Adviser)
    John Prior / Adam Miller
    Tom Price / Martin Davison
    Tel: + 44 20 7523 8350
    Tel: + 44 20 7601 6100

    Neil Boom David Brook

    MD, Gresham PR Ltd (UK) Professional Public Relations
    (Australia media)
    Tel: + 44 7866 805 108
    T: +61 8 9388 0944/
    +61 433 112 936

    E: [email protected]




    END
 
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