Flinders Mines : FMS Target Statement

Microsoft Word - [2014.04.14] asx release - target's statement lodgement and dispatch.docx

15 April 2016

ASX Market Announcements Australian Securities Exchange 20 Bridge Street

SYDNEY NSW 2000

Takeover Bid for Flinders Mines Limited: Target's Statement

In accordance with item 14 of subsection 633(1) of the Corporations Act 2001 (Cth), attached is a copy of the target's statement of Flinders Mines Ltd (ABN 46 091 118 044) (Flinders) dated 15 April 2016 (Target's Statement) in response to the off-market takeover bid by TIO (NZ) Limited (New Zealand Company No 3744171) (TIO), a wholly owned subsidiary of Todd Corporation Limited (New Zealand Company No 3491) for all the ordinary shares in Flinders.

As detailed in the Target's Statement, the Directors of Flinders recommend that shareholders REJECT the takeover bid by simply taking no action.

The Target's Statement has today been lodged with the Australian Securities & Investments Commission and sent to TIO.

Dispatch of the Target's Statement to Flinders' shareholders will be completed today.

Justin Nelson Company Secretary Flinders Mines Limited

For further information contact:

Duncan Gordon Investor Relations Mob: 0404 006 444

Flinders Mines Limited ABN 46 091 118 044

Level 1, 135 Fullarton Road Rose Park

South Australia 5067

PO Box 4031

Norwood South South Australia 5067

facsimile +61 8 8132 7999 www.flindersmines.com

TARGET'S STATEMENT

In response to the Takeover Bid made by

TIO (NZ) Limited (New Zealand Company No. 3744171)

For all the ordinary shares in

Flinders Mines Limited (ABN 46 091 118 044)

The directors of Flinders unanimously recommend that you

REJECT the TIO (NZ) Limited Offer

To REJECT the TIO (NZ) Limited Offer DO NOTHING

Financial Adviser Legal Adviser

This is an important document and requires your immediate attention.

If you are in any doubt as to its contents you should contact your broker, financial adviser or legal adviser immediately.

IMPORTANT NOTICES

Nature of this Target's Statement

This document is a Target's Statement issued by Flinders Mines Limited (ABN 46 091 118 044) (Flinders) under Part 6.5 Division 3 of the Corporations Act. The Target's Statement has been issued in response to the off-market takeover bid made on 17 March 2016 by TIO (NZ) Limited (TIO), a wholly owned subsidiary of Todd Corporation, whereby TIO offered to acquire all of the ordinary shares in Flinders which it does not already own in accordance with the terms set out in its Bidder's Statement dated 17 March 2016.

The Target's Statement contains Flinders Board's formal response to the Takeover Bid. In particular, it contains the recommendation of the Flinders Directors in respect of whether the Offer should be accepted or rejected, including the underlying reasons for that recommendation, as well as all other information in relation to the Offer as is required by the Corporations Act, the Corporations Regulations, the Takeovers Panel and ASIC Regulatory Guides. Ultimately, the purpose of this Target's Statement is to ensure that Flinders Shareholders have sufficient information for them to make an informed decision in response to the Takeover Bid.

Responsibility for Contents

The information in this Target's Statement concerning Flinders has been prepared by Flinders and is the responsibility of Flinders. The advisers of Flinders do not assume any responsibility for the accuracy or completeness of information in respect of Flinders.

A copy of this Target's Statement was lodged with ASIC and provided to ASX on 15 April 2016. Neither ASIC, the ASX nor any of their respective officers take any responsibility for the contents of this Target's Statement.

Further Information

For further information Flinders Shareholders should call the Share Registry on +61 3 9415 4000 (outside

Australia) or 1300 556 161 (within Australia).

Any telephone calls to the above numbers may be taped, recorded, indexed and stored for quality assurance purposes.

If Flinders Shareholders have any other queries in relation to the Offer they should call:

Mr Ian Gordon, Managing Director on + 61 427 306 947

Mr Duncan Gordon, Investor Relations on +61 404 006

444

All calls should be made Monday to Friday between 9.00am and 5.00pm (Adelaide time).

Further information relating to the Offer can be obtained from Flinders' website: www.flindersmines.com

Glossary

A number of terms and abbreviations used in this Target's Statement have defined meanings. These terms and abbreviations are capitalised and have the meanings given to them in the Glossary of this Target's Statement. Further, unless the contrary intention appears or the context otherwise requires, words and phrases used in this Target's Statement that are defined in the Corporations Act have the same meaning and interpretation as in the Corporations Act.

Effect of 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, their actual calculations may differ from the calculations set out in this Target's Statement.

Forward Looking Statements

Certain statements in this Target's Statement are about the future. You should be aware that there are a number of risks (both known and unknown), uncertainties, assumptions and other important factors that could cause the actual conduct, results, performance or achievements of Flinders to be materially different from the future conduct, results, performance or achievements expressed or implied by such statements, or that could cause the future conduct to be materially different from the historical conduct. Those risks, uncertainties and assumptions include, among other things, those risks specific to the iron ore industry, as well as general economic conditions, prevailing exchange rates and interest rates and conditions in the financial markets. Any such statements are also affected by a range of variables which include, but are not limited to, price fluctuations, currency fluctuations, actual demand, geotechnical factors, reserve estimates, operating results, governmental and regulatory factors, economic, financial and political conditions in various countries, approvals and cost estimates. Deviations as to future conduct, results, performance and achievements are therefore both normal and to be expected.

None of Flinders' Officers or employees, any persons named in this Target's Statement with their consent or any person involved in the preparation of this Target's Statement, gives any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in this

Target's Statement will actually occur. You are cautioned from relying on these forward looking statements.

The forward looking statements in this Target's Statement reflect views held only as at the date of this Target's Statement. Subject to the Corporations Act and the ASX Listing Rules, as well as any other applicable laws, Flinders and its Directors, employees and agents disclaim liability for any loss or damage which may be suffered by any person (including by negligence or otherwise) through the use (directly or indirectly) or reliance on anything contained in or omitted from this Target's Statement.

No Investment Advice

This Target's Statement and the recommendation contained within it, do not constitute financial product advice and do not take into account the individual investment objectives, financial situation, taxation position or other particular needs of Flinders Shareholders. The information in this Target's Statement should not be relied upon as the sole basis for any investment decision in relation to your Flinders Shares. You should seek independent financial, taxation or legal advice before making any investment decision in relation to your Flinders Shares, including whether or not to accept the Offer.

Information on TIO

All of the information concerning TIO that is contained within this Target's Statement has been obtained from publicly available sources, including information in the Bidder's Statement, public documents filed by TIO and information published by TIO on its website. None of the information in this Target's Statement relating to TIO has been verified by TIO or independently verified by Flinders or its Directors for the purposes of this Target's Statement. Accordingly, to the extent permitted by law, Flinders makes no representation or warranty (either express or implied) as to the accuracy or completeness of such information. The information on TIO 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.

Privacy and Personal Information

Flinders has collected your personal information for the purpose of providing you with this Target's Statement. The type of information that Flinders has collected about you includes your name, contact details and information in respect of your shareholding in Flinders. The primary purpose of the collection of personal information was to assist Flinders in preparing and issuing this Target's Statement. The collection of some of this information was required or authorised by the Corporations Act.

Flinders Shareholders who are individuals, and other individuals in respect of whom personal information is collected, have certain rights to access the personal information collected about them and may contact Flinders by email at privacy@computershare.com.au if they wish to exercise those rights.

Personal information of the type described above may be disclosed to print and mail service providers, and to the Flinders Share Registry to the extent necessary to effect the dispatch of the Target's Statement to you. Flinders may also be required to disclose your personal information to regulators such as ASIC and ASX.

Entitlement to Inspect the Flinders Share Register

If you would like details of information about you held by Flinders, please note that all persons are entitled, under section 173 of the Corporations Act, to inspect a copy of the Flinders Share Register. The Flinders Share Register contains personal information about Flinders Shareholders.