Ramelius Kalgoorlie Pty Ltd entered into a bid implementation agreement to acquire Apollo Consolidated Limited (ASX:AOP) from a group of shareholders for approximately AUD 160 million on October 17, 2021. Ramelius Resources Limited offered to acquire all the issued ordinary shares of Apollo by way of an off-market takeover offer. Apollo shareholders will receive an implied offer price of AUD 0.56 per share comprising AUD 0.34 in cash and 0.1375 Ramelius shares per Apollo share. As of November 1, 2021, Ramelius revised the Offer and will pay AUD 0.34 in cash and 0.1778 Ramelius shares per Apollo share (Revised Offer). The offer will extend to all Apollo shares, including those issued as a result of the exercise of options during the offer period. Separate offers are being made for certain options, on terms that are consistent with the offer. The bid implementation agreement contains customary deal protection mechanisms including “no shop, no talk” and “no due diligence” restrictions. Apollo Directors and management have entered binding agreements to accept the offer for all the shares they own or control representing 13.7% of Apollo's issued shares within 7 days of the offer opening, in the absence of a superior offer. The cash component of the offer consideration, representing a total of AUD 99 million, will be funded from Ramelius' existing cash reserves of AUD 234 million as at June 30, 2021. A market-standard break fee will be payable by Apollo to Ramelius in certain circumstances. Apollo Consolidated agrees to procure the resignation of all of its Directors other than the Nominee Directors. Ramelius Resources Limited will have the right to appoint such number of nominees (Nominee Directors) so as to comprise the majority of Apollo Consolidated's Board. Ramelius Resources Limited will offer to continue the employment of all personnel of Apollo Consolidated on terms no less favorable than their existing terms of employment.

The transaction is subject to 90% minimum acceptance by Apollo Shareholders, receipt of any regulatory approvals required, third part approval, no order, investigation or application is made which restrains, prohibits or impedes the offer, Apollo's tenements are maintained in their current form, no material disposals, cancellation or new commitments by Apollo, no material adverse change occurring and standard ‘ordinary course of business' restrictions on the conduct of Apollo's business. Conditional upon Ramelius Resources Limited declaring the bid to be free from all bid conditions or the bid otherwise becoming unconditional and having acceptances of at least 50.1% of shares of Apollo Consolidated. Conditional upon Ramelius Resources Limited declaring the bid to be free from all bid conditions or the bid otherwise becoming unconditional and having acceptances of at least 90% of all Apollo Consolidated's shares. The Revised Offer is unconditional and unanimously recommended by the Apollo Directors, in the absence of a superior offer. Ramelius has entered into binding agreements with Apollo's Board and a substantial shareholder to immediately accept into the Revised Offer in relation to shares which they own or control, which will result in Ramelius having acquired a 19.9% interest in Apollo. If an Apollo Shareholder does not dispose of their Apollo Shares under the Offer and their Apollo Shares are compulsorily acquired, those Apollo Shareholders will also be treated as having disposed of their Apollo Shares for CGT purposes.

The Board of Directors of Apollo Consolidated unanimously recommend the shareholders to accept the offer in the absence of superior offer. The bidder statement is expected to be dispatched to Apollo shareholders by October 29, 2021. The offer will open on October 29, 2021 and close on December 1, 2021. The Revised Offer will open on November 1, 2021 and will close on December 3, 2022. As on November 10, 2021, Gold Road has agreed to accept into Ramelius' Revised Offer with respect to all of the 58,324,117 Apollo shares which it owns or controls, representing 19.9% of Apollo Consolidated Limited. Following acceptances received by Ramelius from Gold Road and other Apollo shareholders to date, Ramelius now has a relevant interest in 121,902,948 Apollo shares, representing 41.8% of Apollo's issued share capital. As of November 12, 2021, Ramelius now has a relevant interest in excess of 50% of Apollo Consolidated Limited which leads to get control over Apollo Consolidated Limited. As of November 22, 2021, Ramelius now has a relevant interest in excess of 65.8% of Apollo Consolidated Limited which leads to get control over Apollo Consolidated Limited. As of November 26, 2021, Ramelius has a relevant interest if 74.01% stake in Apollo Consolidated Limited. Ramelius strongly encourages all Apollo shareholders to ACCEPT into Ramelius' Revised Offer which is unconditional and recommended by Apollo's Board of Directors. In exercising its control position, Ramelius has appointed its own nominees to the board of Apollo with two existing Apollo directors resigning. As of December 2, 2021, the offer period is extended to December 17, 2021. As of December 3, 2021, Ramelius Kalgoorlie acquired 90.82% stake in Apollo. Apollo shareholders who have not accepted the Offer before the closing date will not receive the Offer Consideration until after the compulsory acquisition process is completed, which is likely to be longer than one month after the Offer closes. The independent Apollo Directors have unanimously recommended that remaining shareholders accept Ramelius' Offer.

Azure Capital Pty Ltd. acted as the financial advisor and Allion Legal acted as the legal advisor to Ramelius. Deloitte Corporate Finance LLC acted as the financial advisor and Steinepreis Paganin acted as the legal advisor to Apollo. Computershare Investor Services Pty Limited acted as registrar to Ramelius. Azure Capital is entitled to receive AUD 1.5 million and Allion Partners will receive AUD 0.125 million as advisory fees. In response to the Improved Ramelius Offer, Gold Road advises that it does not intend to improve the AUD 0.56 cash per Apollo share consideration offered under its unconditional off-market takeover offer for Apollo.

Ramelius Kalgoorlie Pty Ltd completed the acquisition of Apollo Consolidated Limited from a group of shareholders on December 17, 2021.