For personal use only
ASX ANNOUNCEMENT
By e-lodgement
3 December 2021
Target's Statement - Andromeda Offer
Minotaur Exploration Limited (ACN 108 483 601) (ASX:MEP) (Minotaur) has today lodged its Target's Statement with the Australian Securities and Investments Commission and the Australian Securities Exchange in response to the off-market takeover offer (the Offer) from Andromeda Metals Limited (ACN 061 503 375) (Andromeda) to acquire all the ordinary shares in Minotaur.
A copy of the Target's Statement is attached to this announcement.
The Target's Statement has also been given to Andromeda today and will be dispatched to Minotaur Shareholders in due course.
The Bidder's Statement for the Offer was released to the ASX on 3 December 2021. Andromeda has indicated that it intends to complete dispatch of the Bidder's Statement to Minotaur Shareholders so that the Offer will open 8 December 2021.
The Board of Minotaur unanimously recommends that all Minotaur shareholders ACCEPT the Offer in the absence of a superior proposal.
Each director of Minotaur has indicated that they intend to ACCEPT the Offer within 5 business days of the Offer opening in the absence of a superior proposal.
In considering the Board of Minotaur's recommendation, Minotaur shareholders should review the comprehensive information provided in the Bidder's Statement and in the Target's Statement lodged today.
All company announcements and information on the Offer are available on the Minotaur website at www.minotaurexploration.com.au. Shareholders can also receive further information on the Offer by calling the Company Secretary on +61 8 8132 3400 at any time between 8:30am and 5pm (AEDT) on Monday to Friday.
This announcement has been authorised for release by the Board of Minotaur Exploration Limited.
-ENDS-
For personal use only
TARGET'S STATEMENT
prepared by
Minotaur Exploration Limited
ACN 108 483 601
in relation to the off-market takeover bid by
Andromeda Metals Limited
ACN 061 503 375
to acquire all of your ordinary fully paid shares in Minotaur.
The Directors of Minotaur unanimously recommend, in the absence of a Superior Proposal, that you
ACCEPT
the Offer from Andromeda.
The Offer of 1.15 Andromeda Shares for each of your Minotaur Shares.
This is an important document and requires your immediate attention. If you do not understand it or are in doubt as to how to act, you should consult your legal, financial or other professional adviser immediately. If you have recently sold all your Minotaur Shares, please disregard this document.
Minotaur Shareholders who require assistance may call the Company Secretary on +61 8 8132 3400 at any time between 8:30am and 5:00pm (AEDT) on Monday to Friday.
Financial Adviser | Legal Adviser |
For personal use only
IMPORTANT NOTICES
Nature of this document | this internet site are inactive textual | |||||||||||||||||||
This | Target's | Statement | is | dated | references and are for your information | |||||||||||||||
only. | ||||||||||||||||||||
3 December | 2021 and | is | given | by | ||||||||||||||||
Forward looking statements | ||||||||||||||||||||
Minotaur Exploration Limited (Minotaur) | ||||||||||||||||||||
under | Part | 6.5 | Division | 3 | of | the | This Target's Statement contains various | |||||||||||||
Corporations | Act | in | response | to | the | |||||||||||||||
forward looking statements. Statements | ||||||||||||||||||||
Bidder's | Statement | by | Andromeda | |||||||||||||||||
other than statements of historical fact | ||||||||||||||||||||
Metals | Limited | (Andromeda) | dated | |||||||||||||||||
may | be | forward | looking statements. | |||||||||||||||||
3 December 2021. | ||||||||||||||||||||
Minotaur believes that it has reasonable | ||||||||||||||||||||
ASIC and ASX disclaimer | ||||||||||||||||||||
grounds for making all statements | ||||||||||||||||||||
A copy | of | this Target's Statement | has | relating to future matters attributed to it in | ||||||||||||||||
this | Target's | Statement. | Minotaur | |||||||||||||||||
been lodged with ASIC and ASX. Neither | ||||||||||||||||||||
Shareholders | should | note | that | such | ||||||||||||||||
the | ASIC | or | ASX, | nor | any | of | their | |||||||||||||
statements are subject to inherent risks | ||||||||||||||||||||
respective | officers, | takes | any | |||||||||||||||||
and uncertainties in that they may be | ||||||||||||||||||||
responsibility | for | the | contents | of | this | |||||||||||||||
affected | by | a variety of known | and | |||||||||||||||||
Target's Statement. | ||||||||||||||||||||
unknown risks, variables and other | ||||||||||||||||||||
No account of personal circumstances | ||||||||||||||||||||
factors, many of which are beyond the | ||||||||||||||||||||
This | Target's Statement should | not be | control of Minotaur. Shareholders should | |||||||||||||||||
note | that | any | reference | to | past | |||||||||||||||
taken as personal financial, investment or | ||||||||||||||||||||
performance is not intended to be, nor | ||||||||||||||||||||
tax | advice | as | each | Shareholder's | ||||||||||||||||
should it be relied upon as, a guide to any | ||||||||||||||||||||
deliberations and decision will depend | ||||||||||||||||||||
future | performance. | Actual results, | ||||||||||||||||||
upon | their | own financial | situation, | tax | ||||||||||||||||
values, | performance | or achievements | ||||||||||||||||||
position, | investment | objectives | and | |||||||||||||||||
may differ materially from results, values, | ||||||||||||||||||||
particular needs. | ||||||||||||||||||||
performance or achievements expressed | ||||||||||||||||||||
Your Minotaur Directors encourage you | ||||||||||||||||||||
or implied in any forward looking | ||||||||||||||||||||
to read this Target's Statement in its | statement. None of Minotaur, its officers | |||||||||||||||||||
entirety and obtain independent advice | nor any person named in this Target's | |||||||||||||||||||
from your investment, financial, tax or | Statement with their consent or any | |||||||||||||||||||
other professional adviser before making | person involved in the preparation of this | |||||||||||||||||||
a decision whether or not to accept the | Target's | Statement | makes | any | ||||||||||||||||
Offer. | representation or warranty (express or | |||||||||||||||||||
Defined terms | implied) as to the accuracy or likelihood | |||||||||||||||||||
of fulfilment of any forward looking | ||||||||||||||||||||
Capitalised terms used in this Target's | ||||||||||||||||||||
statement, or any results, values, | ||||||||||||||||||||
Statement are defined in section 12 of this | performance or achievements expressed | |||||||||||||||||||
Target's Statement. | or implied in any forward looking | |||||||||||||||||||
Further information | statement, except to the extent required | |||||||||||||||||||
Minotaur | Shareholders | who | require | by law. Shareholders should not place | ||||||||||||||||
undue reliance on any such statement. | ||||||||||||||||||||
assistance may call the Company | The forward looking statements in this | |||||||||||||||||||
Secretary on +61 8 8132 3400 at any time | Target's Statement only reflect views held | |||||||||||||||||||
between 8:30am and 5:00pm (AEDT) on | as at the date of this Target's Statement. | |||||||||||||||||||
Monday to Friday. | Any forward looking statement in this | |||||||||||||||||||
Further information relating to the Offer | Target's Statement is qualified by this | |||||||||||||||||||
can be obtained from Minotaur's website | cautionary statement. | |||||||||||||||||||
at | www.minotaurexploration.com.au. | Information on Andromeda | ||||||||||||||||||
Information contained in, or otherwise | All of the information concerning | |||||||||||||||||||
accessible through, this internet site is not | ||||||||||||||||||||
a part of this Target's Statement. | All | Andromeda contained in this Target's | ||||||||||||||||||
references in this Target's Statement to | Statement has been obtained from | |||||||||||||||||||
publicly | available | sources | including | |||||||||||||||||
1 |
For personal use only
public documents filed by Andromeda and the Bidder's Statement. None of the information in this Target's Statement relating to Andromeda has been verified by Minotaur or its Directors for the purposes of this Target's Statement. Accordingly, to the extent permitted by law, Minotaur makes no representation or warranty (either express or implied) as to the accuracy or completeness of this
information. The information on Andromeda in this Target's Statement
should not be considered comprehensive.
Foreign jurisdictions
The release, publication or distribution of this Target's Statement in jurisdictions other than Australia may be restricted by law or regulation in such other jurisdictions, and persons who come into possession of it should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable
laws or regulations. This Target's Statement has been prepared in accordance with Australian law, and the information contained in this Target's Statement may not be the same as that which would have been disclosed if this Target's Statement had been prepared in accordance with the laws and regulations outside Australia.
Charts and diagrams
Any diagrams, charts, graphs, maps and tables appearing in this Target's Statement are illustrative only and may not be drawn to scale. Unless stated otherwise, all data contained in diagrams, charts, graphs, maps and tables is based on information available at the date of this Target's Statement.
Privacy
Minotaur has collected your information from the register of Minotaur Shareholders
for the purpose of providing you with this
Target's Statement. The type of information Minotaur has collected about you includes your name, contact details and information on your shareholding (as applicable) in Minotaur. Without this information, Minotaur would be hindered in its ability to issue this Target's Statement. The Corporations Act requires the name and address of Shareholders to be held in a public register. Your information may be disclosed on a confidential basis to external service providers (including the Minotaur Share Registry and print and mail service providers) and may be required to be disclosed to regulators such as ASIC.
If you would like details of information about you held by Minotaur, please contact the Minotaur Share Registry, Computershare Investor Services Pty Limited, Level 5, 115 Grenfell Street, Adelaide South Australia 5000 or on 1300 787 272 (within Australia).
Risk Factors
Shareholders should note that there are a number of risks associated with the Offer and with remaining a Minotaur Shareholder if they reject the Offer.
Please refer to section 8 of this Target's Statement for further information on those risks.
Rounding
A number of figures, amounts,
percentages, prices, estimates, calculations of value and fractions in this Target's Statement are subject to the effect of rounding. Accordingly, the actual calculation of these figures may differ from the figures set out in this Target's Statement.
2
For personal use only
KEY POINTS OF THE OFFER
-
Andromeda is offering 1.15 Andromeda Shares for every one of your Minotaur Shares
See section 3.2 of this Target's Statement and sections 1, 2 and 14.2 of the Bidder's Statement. - If you accept the Offer, you will retain the right to vote on and participate in the demerger of Minotaur's existing copper and gold exploration assets
See section 1 of this Target's Statement and section 2.5 of the Bidder's Statement. - The Offer expires at 7:00pm (AEDT) on 31 January 2022, unless extended by Andromeda
See section 3.11 of this Target's Statement and section 1 of the Bidder's Statement. - You can accept the Offer by following the instructions in the Bidder's Statement and completing the Acceptance Form accompanying the Bidder's Statement prior to the close of the Offer
See section 5 of this Target's Statement and the summary on page 4 of the Bidder's Statement as well as section 14.3 of the Bidder's Statement. - All Minotaur Directors unanimously recommend, in the absence of a Superior Proposal, that you ACCEPTthe Offer
See section 2 of this Target's Statement. - Minotaur's Directors and several of Minotaur's largest shareholders have committed to accept the Offer in respect of 14.5% of Minotaur Shares on issue
See section 2 of this Target's Statement.
KEY DATES
Event | Key Date | ||||||
Announcement of the Offer | 10 November 2021 | ||||||
Date of Bidder's Statement | 3 December 2021 | ||||||
Date of this Target's Statement | 3 December 2021 | ||||||
Indicative date of despatch of Bidder's Statement | |||||||
to Minotaur Shareholders, and opening date of | 8 December 2021 | ||||||
the Offer | |||||||
Close of Offer Period (unless extended) | 7:00pm (AEDT) on 31 January | ||||||
2022 | |||||||
2
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Minotaur Exploration Ltd. published this content on 03 December 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 December 2021 07:31:08 UTC.