YOUR DIRECTORS UNANIMOUSLY RECOMMEND THAT YOU REJECT SKAFELL’S REVISED OFFER OF 77.5c
The Directors of Tethyan Copper Company Limited have carefully considered the revised offer for the acquisition of all of your shares in Tethyan that was announced by Skafell Pty Limited on 17 January 2006.
As we advised the market yesterday, your Directors have unanimously concluded that the revised offer remains inadequate and significantly undervalues your shares. In reaching their decision to REJECT the increased offer, your directors considered a range of issues including the following:
• The value impact of the recent doubling in the total mineral resources identified at Reko Diq.
• The value that can be inferred for your shares by the proposed transaction with Antofagasta Plc – a transaction that your directors continue to unanimously support.
• The market price of Tethyan shares – as we describe in more detail below, your directors believe that Skafell’s offer is continuing to hold back the value of Tethyan’s shares.
Taking these and all other relevant factors into account, your Directors unanimously recommend that you continue to reject Skafell’s offer. To do so, simply ignore all correspondence you receive from Skafell or Crosby.
Your Directors do not intend to accept the offer for any of the shares they own or control.
Your Directors intend to continue with the implementation of the Antofagasta Transaction and will recommend that you vote in favour of the resolution relating to that transaction.
We are now finalising the Notice of Meeting and Explanatory Memorandum, which will be mailed to you shortly. This will provide shareholders with the opportunity to consider and vote on the proposed Antofagasta Transaction.
As previously announced, Tethyan also intends to apply to have its securities listed on the AIM market in London, with the listing likely to occur shortly after the shareholders meeting planned for late February 2006.
Comments on Skafell’s 6th Supplementary Bidder’s Statement
In its latest supplementary bidder’s statement, Skafell repeats a number of assertions that it has made in numerous previous attempts to denigrate your Company. It is worth remembering that Skafell is acting only in its own interests and is attempting to acquire your Company for less than what your Directors consider it is worth. Skafell’s ongoing, and in many cases misleading, attacks on your Company must be seen for what they are – self serving comments designed to further its own interests, which are not the same as yours. Crosby’s interests are to buy your shares at the lowest price that they can get them for.
Skafell’s latest offer is inadequate
Skafell’s increased offer of A$0.775 represents a negligible premium of 3.3% to the closing price of your shares on the day immediately preceding their offer (closing price on 16 January 2006: A$0.75 per Tethyan share) and a 21% premium over their previous offer.
You should also note that Skafell’s offer is at a discount of 6.6% to the price that Antofagasta – a major copper mining company – is willing to pay for a non-controlling stake in Tethyan. More importantly, in the seven month period since Skafell’s initial inadequate offer was announced in May 2005, there have been significant improvements to the mineral resources at Reko Diq and to relevant commodity prices:
• the copper price has increased 46% to US$2.16/lb; • the gold price has increased 34% to US$559 per ounce; • the total Reko Diq mineral resource has increased by 156%; and • the proportion of this mineral resource in the higher-level Indicated Resource category has increased from 16% to 53% of the total (expanded) mineral resource.
Your Directors believe that the Skafell bid has prevented these changes from flowing through into Tethyan’s share price – effectively stifling the share price through seven months of a major copper boom. Indeed, your Director’s believe that Skafell improved its bid now, after 7 months of inaction, at least partly in order to again cap the share price before it could move any higher.
A comparison of Tethyan’s share price with the ASX 200 Resources Index and the copper price, since the initial offer was announced in May 2005, demonstrates the stifling effect the Crosby bid has had on Tethyan’s share price.
Skafell’s repeated assertions that the Antofagasta Transaction is dilutionary are misleading
Skafell asserts that as a result of the Antofagasta Transaction “Tethyan will hold only 50% of assets in which the Company previously held a 100% interest” and that Tethyan shareholders interests in the Reko Diq will be “diluted by a massive c. 60%, …”. These statements are misleading. Skafell ignores both the 25% interest in Reko Diq already held by the Government of Balochistan, and the existence of the BHP Billiton Clawback Right.
The Antofagasta Transaction provides Tethyan with the means to terminate the BHP Billiton Clawback Right, thereby clarifying the ownership structure of the Reko Diq Project and increasing Tethyan’s interests in the Reko Diq Project by comparison to the interests it would hold if the Clawback Right were exercised.
After taking account of the issue of shares to Antofagasta (approximately 17.3% of Tethyan’s fully diluted share capital) and the creation of the 50:50 joint venture, the ownership interest of Tethyan’s shareholders in the copper and gold at Reko Diq will increase by 10% for copper and 38% for gold, by comparison to shareholders’ ownership interests if the Clawback Right were exercised in the absence of the Antofagasta Transaction.
To put it another way, the Antofagasta Transaction will increase the amount of copper per Tethyan share from the current 48 pounds of copper per Tethyan share if the Clawback Right were exercised, to 53 pounds of copper per Tethyan share after the Antofagasta Transaction. The equivalent figures for gold are 0.96 grams per share rising to 1.32 grams per share.
The ownership interests of Tethyan’s shareholders (taking account of both the issue of shares to Antofagasta and the creation of the joint venture) before and after the Antofagasta Transaction is represented below:
In summary, your Directors agree with Skafell that shareholders face a stark choice – an early and inadequate cash exit (assuming the Skafell takeover offer becomes unconditional), leaving all the future value of the Reko Diq project to Skafell; or the Antofagasta Transaction – a 50:50 joint venture with a major copper mining company that actually increases shareholder’s effective ownership interests through the termination of the Clawback Right, and provides a free carry for shareholders for up to the next US$75 million of expenditure – in your Director’s view a remarkably favourable basis on which to continue your participation in the global commodity boom via a Project that only 2 weeks ago was demonstrated to be among the world’s 25 largest copper projects (on a copper-equivalent basis). In all the circumstances, Tethyan’s Directors urge shareholders to continue to reject Skafell’s revised offer and to take no action with regard to any correspondence from Skafell. _________________________ David Humann Chairman Dated: 19 January 2006
TYC Price at posting:
0.0¢ Sentiment: Buy Disclosure: Held
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