METALS X LIMITED Aditya Birla Minerals Limited ACN 103 515 037
THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you have any questions in relation to this Target's Statement, you should call the ABML Shareholder information line on 1800 992 481 (within Australia) or +61 1800 992 481 (from outside Australia) on weekdays between 8.30 am and 7.30 pm (Sydney time).
This is an important document and requires your immediate attention. If you are in any doubt about how to deal with this document, you should consult your inancial, legal or other professional adviser immediately.
This Target's Statement has been issued in response to the offer by Metals X Limited ACN 110 150 055 to acquire all of your ordinary shares in ABML.
TARGET'S STATEMENT
The Directors of ABML unanimously recommend that you
REJECT the HIGHLY CONDITIONAL and INADEQUATE Offer.Financial adviser Legal adviser
Important Notices
Nature of this document
This Target's Statement is dated 13 November 2015. This document is issued by Aditya Birla Minerals Limited ACN 103 515 037 under Part 6.5 of the Corporations Act in response to the offer by Metals X Limited ACN 110 150 055 to acquire all of your ordinary shares in ABML made pursuant to the Bidder's Statement dated 15 October 2015 issued by Metals X.
ASIC and ASX disclaimer
A copy of this Target's Statement was lodged with ASIC on 13 November 2015 and provided to ASX on 13 November 2015. Neither ASIC nor ASX, nor any of their respective officers, take any responsibility for the contents of this Target's Statement.
Defined terms
A number of defined terms are used in this Target's Statement. These terms are defined in Section 11 of the Target's Statement. In addition, unless
the contrary intention appears or the context requires otherwise, words and phrases used in this Target's Statement have the same meaning and interpretation as in the Corporations Act.
No account of personal circumstances
ABML Shareholders should make their own independent assessment in relation to the recommendation of the Board contained in this Target's Statement. This Target's Statement does not take into account the individual investment objectives, financial or tax situation or particular needs of any ABML Shareholder. It does not contain personal investment or financial advice. You should seek independent investment, financial and taxation advice before making a decision as to whether or not to accept the Offer.
Disclaimer as to forward looking statements
Some of the statements appearing in this Target's Statement, other than statements of historical facts,
may be in the nature of forward looking statements. You should be aware that such statements are only predictions and are subject to inherent risks and uncertainties. Actual events or results may differ materially from the events or results expressed or implied in any forward looking statement.
None of ABML, its Directors, officers and employees, any person named in this Target's Statement with their consent or any person involved in the preparation of this Target's Statement makes any representation or warranty (express or implied) as to the accuracy or likelihood of fulfilment of
any forward looking statement, or any events or results expressed or implied in any forward looking statement. You are cautioned not to place undue reliance on any forward looking statement.
The forward looking statements in this Target's Statement reflect views held only as at the date of this Target's Statement.
Disclaimer as to information
The information about Metals X contained in this Target's Statement has been prepared by ABML from publicly available information. Information in this Target's Statement about Metals X has not been independently verified by ABML. Accordingly ABML does not, subject to the Corporations Act, make any representation or warranty, express or implied, as to the accuracy or completeness of such information.
Risk factors
ABML Shareholders should note that there are a number of risk factors attached to their investment in ABML. Section 7 of this Target's Statement sets out further information on those risks.
Maps and diagrams
Any diagrams, charts, maps, graphs 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, maps, graphs and tables is based on information available at the date of this Target's Statement.
Foreign jurisdiction
The release, publication or distribution of this Target's Statement in jurisdictions outside Australia may be restricted by law and any person who comes into possession of it should seek advice and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.
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
ABML has collected your information from the register of ABML Shareholders for the purposes of providing you with this Target's Statement. The type of information ABML has collected about you
includes your name, contact details and information on your shareholdings in ABML. Without this information, ABML would be hindered in its ability to issue this Target's Statement. The Corporations Act requires the names and addresses of ABML Shareholders to be held in a public register. Your information may be disclosed on a confidential basis to ABML and its related bodies corporate, and holders of ABML Shares and external 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 ABML, please contact us using the contact details shown below.
Shareholder information line
If you have any questions in relation to this Target's Statement, please contact the Shareholder information line on 1800 992 481 (within Australia)
or +61 1800 992 481 (from outside Australia) on weekdays between 8.30 am and 7.30 pm (Sydney time). Further information relating to the Offer can be obtained from ABML's website at http://www. adityabirlaminerals.com.au.
Key Dates | |
Announcement of the Offer | 15 October 2015 |
Commencement of Offer Period | 30 October 2015 |
Date of this Target's Statement | 13 November 2015 |
Date for Metals X to provide Notice of Status of Conditions1 | 5.00pm (AWST) on 23 November 2015 |
Close of the Offer Period (unless extended or withdrawn) | 5.00pm (AWST) on 30 November 2015 |
1. If the Offer Period is extended, this date will be taken to be postponed for the same period.
Contents
Clause Page
Why You Should Reject The Offer 2
ABML Directors' Recommendation and Information 8
Frequently Asked Questions 10
Your Options as an ABML Shareholder 16
Important Information About The Offer 18
Information Relating to ABML 23
Risk Factors 28
Information Relating to Metals X 35
Australian Taxation Consequences 37
Additional Information 39
Glossary and Interpretation 43
Authorisation 47
Annexure A
Offer Conditions
Annexure B
ABML ASX announcements since 21 September 2015
ADITYA BIRLA MINERALS
1
This summary of the key reasons why you should REJECT the Offer is a general overview only, and should be read together with the detailed information set out in the balance of this Target's Statement, and particularly in Section 1.
The Offer materially undervalues your ABML Shares
1The Board believes the Offer is materially inadequate and fails to recognise the value of ABML's producing Nifty mine and portfolio of exploration copper assets.
ABML also represents substantial strategic value to Metals X and other potential interested parties.
The Offer is highly conditional and therefore uncertain
2The Offer is subject to numerous conditions, some of which cannot be fulfilled or may not be fulfilled, making it highly uncertain whether the Offer will ever become unconditional.
Hindalco has stated that it will not be accepting the Offer, and therefore control cannot pass to Metals X
ABML's 51% shareholder, Hindalco, has notified ABML that it will not be accepting the Offer in respect of the ABML Shares that it holds. The Offer has a 90% minimum acceptance condition, which cannot be satisfied if Hindalco does not accept the Offer.
ABML is undertaking a Strategic Review with a specific focus on maximising value for all ABML Shareholders
ABML has, prior to receipt of the Offer, appointed Moelis as its financial adviser to assist with undertaking a Strategic Review to consider all options, including the sale of ABML. Accepting the Offer may deprive you of the opportunity to accept a Superior Proposal should one emerge from the Strategic Review.
To REJECT the Offer, you should TAKE NO ACTION in relation to all correspondence sent to you by Metals X.
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