Wednesday October 26, 4:46 PM
Greenwich Resources To Merge With Danae, Buka
LONDON (Dow Jones)--The Boards of Directors of Greenwich Resources plc, Danae Resources NL and Buka Minerals Limited said Wednesday that they have signed merger implementation agreements relating to a potential merger of the three companies, to create a new resource and resource finance business based in London.
The proposed merger is to be effected through simultaneous interconditional share for share offers by Greenwich for all of the issued securities of each of Danae and Buka.
The merger would bring together the assets of all three companies into a single group with a simple capital structure.
It is proposed that the enlarged group be listed on the Official List of the London Stock Exchange. There is a current intention to seek a secondary listing on the Australian Stock Exchange in due course.
Greenwich intends to make the offers no later than 2 months from the date of this announcement and to publish a circular to its shareholders at that time.
The offers themselves will contain various conditions, including the obtaining of Greenwich shareholder consents.
The boards of each of Danae (except to the extent a Danae director is not able because of a conflict of interest) and Buka have agreed to recommend the offers to their respective security holders in the absence of a superior offer.
The Greenwich Board would be reconfigured to best combine the talents of the Boards of the three companies and to reflect the relative value contributions of the three groups of current owners in the enlarged group.
It is proposed that Buka's Chairman, Mr Robert J Champion de Crespigny AC, would be the Chairman of the enlarged group.
Subject to satisfaction of certain conditions, the parties currently intend to effect the merger by simultaneous interconditional share for share offers by Greenwich for each class of securities issued by Danae and Buka. It is proposed that each holder of securities in Danae and Buka will be entitled to receive Greenwich securities on the basis of the exchange ratios that are set out below.
These ratios have been agreed between the parties, based on a valuation conducted by an expert engaged jointly by them.
Danae ordinary shares: 1.27 fully paid ordinary Greenwich shares for each Danae ordinary share.
Danae Class A preference shares: 16.70 Greenwich Shares and 4.18 convertible nil coupon redeemable preference shares ('CRPs') for each Class A preference share. Each CRP will convert into one Greenwich Share on the Greenwich board resolving to conduct a detailed feasibility study of Danae's Zarmitan project but if it does not do so within 5 years, all CRPs will be redeemed for an aggregate total of GBP1.
Danae Class B preference shares: 16.70 Greenwich Shares and 4.18 CRPs for each Class B preference share.
Danae 2009 options (exercisable at 25c): A$0.00001 per option.
Buka ordinary shares: 6.21 Greenwich Shares for each Buka ordinary share.
Buka Tranche 1 2010 options (exercisable at 20c): 2.94 Greenwich Options with an exercise price of 1 penny each, exercisable within 21 days of completion of the offers, together with 2.94 pence cash (payable on exercise) for each Tranche 1 2010 option.
Buka Tranche 2 2010 options (exercisable at 22.5c): 5.65 Greenwich Options for each Tranche 2 2010 option with an exercise price of 1.68 pence, reflecting the ratio of exercise price to market price (volume weighted averages for the 30 days up to 13 September 2005, being 2.33 pence for Greenwich and 31.2 cents for Buka) applicable to the Tranche 2 2010 options, and exercisable between 1 October 2006 and 30 September 2012.
AFter the merger the holdings in the new company would be:
Shareholder Category Equity %
Greenwich shareholders 11.8%
Danae ordinary shareholders 4.7%
Danae preference holders 20.7%
Buka shareholders 55.8%
Buka Tranche 1 optionholders 7.0%
Greenwich Shares were suspended from trading from 9.05am on 24 October and will remain in suspension until the circular to shareholders has been posted.
DNS
danae resources nl
