12 May 2016
telephone +61 8 8132 7950 email info@flindersmines.com
ASX Market Announcements Australian Securities Exchange 20 Bridge Street
SYDNEY NSW 2000
Takeover Bid for Flinders Mines Limited: Supplementary Target's Statement
In accordance with section 647(3)(b) of the Corporations Act 2001 (Cth), attached is a copy of the supplementary target's statement of Flinders Mines Ltd (ABN 46 091 118 044) (Flinders) dated 12 May 2016 (Supplementary 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 Supplementary Target's Statement , the Directors of Flinders recommend that shareholders ACCEPT the improved offer of $0.025 per Flinders Share.
The Supplementary Target's Statement was lodged with the Australian Securities & Investments Commission today. It will also be sent to TIO.
Dispatch of the Supplementary Target's Statement to Flinders' shareholders will be completed as soon as practicable.
Yours faithfully
Justin Nelson Company Secretary Flinders Mines Limited
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
SUPPLEMENTARY TARGET'S STATEMENTIn response to the Tak
over 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 now recommend that you
ACCEPT the Improved Offer of TIO (NZ) LimitedFinancial 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 im
ediately.
IMPORTANT INFORMATION Nature of this document
This document is a supplementary target's statement under section 644 of the Corporations Act 2001 (Cth) (Corporations Act). It is the first supplementary target's statement (Supplementary Target's Statement) issued by Flinders Mines Limited (Flinders) in relation to the off-market takeover bid for all of the ordinary shares in Flinders by TIO (NZ) Limited (TIO).
This Supplementary Target's Statement supplements, and should be read together with, Flinders' Target's Statement lodged with the Australian Securities and Investments Commission (ASIC) on 15 April 2016 (Target's Statement).
Capitalised Terms
Unless the context requires otherwise, capitalised terms used in section 10 of the Target's Statement have the same meaning as in this Supplementary Target's Statement.
TERMS OF THE IMPROVED OFFER
On 9 May 2016 TIO announced that it had extended the offer period under its Takeover Bid for all the ordinary shares in Flinders. The Offer is now scheduled to close at 7.00 pm (Sydney time) on 6 June 2016.
On 9 May 2016 TIO announced an increase in the cash consideration payable under the Offer (Improved Offer) from $0.013 (one and three tenths of a cent) to $0.025 (two and a half cents); an increase of $0.012 (one and one fifth of a cent) per Flinders Share.
RECOMMENDATION AND INTENTION OF FLINDERS DIRECTORS
Your Directors have carefully considered the terms of TIO's Improved Offer and now unanimously recommend that Flinders Shareholders ACCEPT the Improved Offer.
Each of your Directors who own or control Flinders Shares intends to ACCEPT the Improved Offer in respect of all the Flinders Shares which they own or control.
For information on how to ACCEPT the Improved Offer, please refer to section 10.3 of the Bidder's Statement and the replacement acceptance form TIO will send to Flinders Shareholders with the Supplementary Bidder's Statement.
REASONS FOR THE FLINDERS DIRECTORS' RECOMMENDATION
The reasons for your Directors' recommendation that Flinders Shareholders ACCEPT the Improved Offer are as follows:
3.1 The Improved Offer represents a significant premium for control of Flinders
The Improved Offer of $0.025 per Flinders share is 92% higher than TIO's initial cash offer of $0.013 per share and is a substantial premium of 213% to the 16 March 2016 closing price (being the last trading day before the initial offer was announced) of $0.008 per Flinders Share.
Your Directors also note that the Improved Offer price represents a significant premium to the various VWAPs of Flinders before TIO announced its initial takeover offer on 16 March 2016.
0.030 12 Month Trading Chart
Improved Offer
0.025
0.020
Price (A$ per share)
12 Month VWAP
Initial Offer
0.010
0.005
Mar‐15
Apr‐15
May‐15
Jun‐15
Jul‐15
Aug‐15
Sep‐15
Oct‐15
Nov‐15
Dec‐15
Jan‐16
Feb‐16
Mar‐16
0.000
Closing Price 12 Month VWAP Initial Offer Improved Offer
Specifically, the Improved Offer represents a premium of:
233% to the 30 day VWAP to 16 March 20161 of $0.0075 per Flinders Share;
225% to the 60 day VWAP to 16 March 2016 of $0.0077 per Flinders Share; and
81% to the 12 month VWAP to 16 March 2016 of $0.0138 per Flinders Share.
Additionally, Flinders has not traded above the Improved Offer price since 17 September 2014.
1 VWAPs are calculated on the basis of all trading data sourced from Australian exchanges and are calculated over the specified number of
calendar days.
Flinders Mines Limited published this content on 12 May 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 12 May 2016 01:02:02 UTC.
Original documenthttp://www.flindersmines.com/lib/pdf/asx/1554137.pdf
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