Mineral resources has just solved the cost of power generation...

Mineral resources has just solved the cost of power generation by supplying gas to PLS

ASX ANNOUNCEMENT
21 December 2017
ACQUISITION OF AWE LIMITED
Mineral Resources Limited (ASX: MIN, “MRL” or “Company”) is pleased to announce that it has entered
into a binding Scheme Implementation Deed with AWE Limited (ASX: AWE, “AWE”) in relation to a
combination of the two companies.
Under the terms of the agreement, MRL has agreed to acquire all of the shares of AWE via a Scheme of
Arrangement (“Scheme”). AWE shareholders will receive consideration equivalent to A$0.831 per AWE
share and have the option to receive this consideration in either the form of a 50:50 combination of cash
and MRL shares, or to elect either Maximum Cash Consideration or Maximum Share Consideration under a
mix and match facility, subject to the overall fixed cash and share pools (as outlined further below).
The Directors of AWE have unanimously recommended that AWE shareholders vote in favour of the
Scheme and intend to vote the AWE shares that they control in favour of the Scheme in the absence of a
superior proposal and subject to an independent expert concluding that the Scheme is in the best interests
of AWE shareholders.
As announced on 13 December 2017, the MRL Board considers that acquiring AWE and its Perth Basin gas
assets is a logical and accretive addition to MRL’s asset portfolio. The proposed acquisition of AWE is a
continuation of MRL’s entry into the oil & gas industry, which commenced in 2016 when the Company
acquired a strategic interest in Empire Oil & Gas NL.
Commenting on the acquisition, Chris Ellison, Managing Director of MRL said,
“The acquisition of AWE, including its 50% interest in the Waitsia Gas Project, is logical and on-strategy for
MRL. MRL has a strong desire to develop this tier one gas asset to form a key pillar of the MRL business
over the next 20 to 30 years.
We expect to also be able to provide gas to a wider range of end power users, displacing diesel and
providing a range of benefits to the Western Australia economy.”
Transaction Summary
Under the Scheme, MRL will provide AWE shareholders with consideration equivalent to A$0.831 per AWE
share. Based on AWE’s fully diluted shares on issue of approximately 633.7 million2, the consideration
values AWE’s equity at approximately A$526.0 million. The consideration extends to securities issued under
AWE’s recent institutional placement and share purchase plan and on the vesting of approximately 8.5
million AWE share rights.
1