19 April 2022
The Manager
Market Announcements Office
ASX Limited
Takeover bid for Alliance Resources Limited (ASX: AGS)
Notice that first and last offers have been sent
Under item 8 of subsection 633(1) of the Corporations Act 2001 (Cth) (Corporations Act), Gandel Metals Pty Ltd (Gandel Metals) confirms that the bidder's statement (Bidder's Statement) and offers, and a supplementary bidder's statement (Supplementary Bidder's Statement) dated 14 April 2022, in relation to its off-market bid for all the issued ordinary shares in Alliance Resources Limited (ASX: AGS) (Alliance Resources) were sent on 19 April 2022 as required by item 6 of subsection 633(1) of the Corporations Act 2001 (Cth).
Further, under paragraph 633(1C)(c) of the Corporations Act (as inserted by ASIC Class Order CO 13/521), Gandel Metals includes with this notice a copy of the Bidder's Statement and offer document as sent to shareholders of Alliance. A copy of the Supplementary Bidder's Statement was sent to Alliance Resources on 14 April 2022.
Yours sincerely
Ian Gandel
Director, Gandel Metals Pty Ltd
Encl.
Suite 3, 51-55 City Rd
Southbank VIC 3006
Tel: 61 3 9697 9000
Fax: 61 3 9697 9001www.gandelmetals.com.au
ABN 69 493 120 953
This is an important document and requires your immediate attention. If you are in any doubt as to how to deal with it, you should consult your financial or other professional advisor.
Bidder's Statement
Accept the Offer
to acquire all the ordinary shares in
Alliance Resources Limited (Alliance)
(ACN 063 293 336)
BY
Gandel Metals Pty Ltd (Gandel Metals)
(ACN 102 347 955)
OFFER PRICE OF $0.18 PER ALLIANCE SHARE
If you have any queries about the Offer, you may call Bob Tolliday (CFO) on (03) 9697 9000 between 9:00am and 5:00pm (AEST) Monday to Friday.
Important Information
Key Dates
Event | Date |
Date of Bidder's Statement | 4 April 2022 |
Offer opens (date of Offer) | 20 April 2022 |
Close of Offer* | 7pm (AEST) on 6 June 2022 |
* This date is indicative only and may be changed as permitted by the Corporations Act.
Bidder's Statement and Offer
This is a Bidder's Statement dated 4 April 2022 given by Gandel Metals to Alliance and each holder of Alliance Shares under Part 6.5 of Chapter 6 of the Corporations Act. This Bidder's Statement was approved by Ian Gandel, the sole director of Gandel Metals. It includes an Offer for Alliance Shares dated 20 April 2022. The Offer extends to Alliance Shares on issue on the Register Date and any Alliance Shares issued during the Offer Period.
ASIC and ASX
A copy of this Bidder's Statement was lodged with ASIC and ASX on 4 April 2022. None of ASX, ASIC nor any of their officers takes any responsibility for the contents of this Bidder's Statement.
Investment decision
This is an important document. This Bidder's Statement does not take into account the individual investment objectives, financial situation or any particular needs of each Alliance Shareholder or any other person. Alliance Shareholders may wish to seek independent financial and taxation advice before making a decision as to whether to accept the Offer.
Disclaimer
Except for historical information contained in this booklet, there may be matters discussed in this Bidder's Statement that are forward-looking statements. Such statements are only predictions and are subject to inherent risks and uncertainty. Forward- looking statements, which are based on assumptions and estimates and describe Gandel Metals' future plans, strategies and expectations, are generally identifiable by the use of the words 'anticipate', 'will', 'believe', 'estimate', 'expect', 'intend', 'seek' or similar expressions. Alliance Shareholders are cautioned not to place undue reliance on forward-looking statements. By its nature, forward-looking information involves numerous assumptions, inherent risks and uncertainties both general and specific that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur. Those risks and uncertainties include factors and risks specific to the industry in which Gandel Metals and Alliance operate as well as general economic conditions and prevailing exchange rates and interest rates. Actual events or results may differ materially.
All forward-Iooking statements attributable to Gandel Metals, or persons acting on behalf of Gandel Metals, are expressly qualified in their entirety by the cautionary statements in this Section. Except as expressly required by the Corporations Act, Gandel Metals makes noundertaking to publicly update or revise any forward-looking statements provided in this Bidder's Statement, whether as a result of new information, future events or otherwise, or the list of risks affecting this information.
None of Gandel Metals' officers, any person named in this Bidder's Statement with their consent or any person involved in the preparation of this Bidder's Statement makes any representation or warranty (express or implied) as to the accuracy or likelihood of fulfilment of any forward-looking statement, except to the extent required by law.
Offers outside Australia
The distribution of this Bidder's Statement may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this Bidder's Statement should inform themselves of, and observe, those restrictions.
Important notice to US shareholders
The Offer is made for the shares of an Australian registered company. It is important that US shareholders understand that the Offer is subject to disclosure requirements in Australia that are materially different from those in the US. You should be aware that, subject to the Corporations Act, Gandel Metals may purchase Alliance Shares otherwise than under the Offer, such as in open market or privately negotiated purchases after the end of the Offer Period.
Defined terms
Defined terms used in this Bidder's Statement are capitalised. Definitions of these terms are set out in Section 10. Unless the contrary intention appears, the context requires otherwise or words are defined in Section 10, words and phrases in the Bidder's Statement have the same meaning and interpretation as in the Corporations Act.
Sources of Information
Information included in this Bidder's Statement relating to Alliance and its business has been derived solely from publicly available sources published by Alliance, including Alliance's Annual Reports and Alliance's announcements to ASX and on its website.
Subject to the foregoing and to the maximum extent permitted by law, Gandel Metals and its director disclaim all liability for any information concerning Alliance included in this Bidder's Statement. Alliance Shareholders should form their own views concerning Alliance from publicly available information.
Directory
Bidder
Gandel Metals Pty Ltd Suite 3, 51-55 City Road Southbank VIC 3006 Telephone: (03) 9697 9000
Legal Advisor Gadens Lawyers
Level 13, 447 Collins Street Melbourne VIC 3000
Gandel Metals' Director Ian Jeffrey Gandel
Company Secretary Ian Jeffrey Gandel
Contents
1. | Key questions | 1 |
2. | About Gandel Metals | 4 |
3. | About Alliance | 4 |
4. | Gandel Metals' intentions | 9 |
5. | Sources of Offer consideration | 11 |
6. | Tax considerations | 12 |
7. | Information on Alliance Shares | 13 |
8. | Other material information | 14 |
9. | Offer Terms | 16 |
10. | Definitions and interpretation | 23 |
11. | Approval of Bidder's Statement | 27 |
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Alliance Resources Limited published this content on 19 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 April 2022 07:43:02 UTC.