ASX ANNOUNCEMENT
By e-lodgement
12 November 2021
For personal use only
Target's Statement - Ramelius Offer
Apollo Consolidated Limited (ASX: AOP) (Apollo) 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 Ramelius Resources Limited (ACN 001 717
- (Ramelius) (through its wholly owned subsidiary Ramelius Kalgoorlie Pty Ltd (ACN 654 590 039)), to acquire all the ordinary shares in Apollo.
A copy of the Target's Statement is attached to this announcement.
The Target's Statement has also been given to Ramelius today and is in the process of being dispatched to Apollo shareholders in accordance with the Corporations Act.
The Bidder's Statement for the Offer was released to the ASX on 1 November 2021. Dispatch of the Bidder's Statement to Apollo shareholders has been completed, and the Offer is open for acceptance.
The Board of Apollo unanimously recommends that all Apollo shareholders ACCEPT the Offer, subject to no superior proposal being received, and they have ACCEPTED the Offer in relation to the Apollo shares that they respectively hold or control. In considering the Board of Apollo's recommendation, Apollo 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 Apollo website at www.apolloconsolidated.com.au. Shareholders can also receive further information on the Offer by calling the Company Secretary on +61 (0) 8 6319 1900 at any time between 8:30am and 5pm (WST) on Monday to Friday.
This announcement has been authorised for release by the Board of Apollo Consolidated Limited.
-ENDS- | |
Further information: | |
Nick Castleden | Luke Forrestal |
Managing Director | Associate Director |
Apollo Consolidated Limited | Media & Capital Partners |
+61 8 6319 1900 | +61 411 479 144 |
Apollo Consolidated Limited | Telephone: | +61 8 6319 1900 |
ABN 13 102 084 917 | ||
ASX: AOP | Facsimile: | +61 9 6314 1557 |
1202 Hay Street Perth WA 6005 | Email: | info@apolloconsolidated.com.au |
PO Box 556, Cottesloe WA 6911 | Web: | www.apolloconsolidated.com.au |
For personal use only
TARGET'S STATEMENT
prepared by
Apollo Consolidated Limited
ACN 102 084 917
in relation to the off-market takeover bid by
Ramelius Resources Limited
ACN 001 717 540
through its wholly owned subsidiary Ramelius Kalgoorlie Pty Ltd ACN 654 590 039
to acquire all of your ordinary fully paid shares in Apollo.
The Directors of Apollo unanimously recommend, in the absence of a Superior Proposal, that you
ACCEPT
the Offer from Ramelius.
The Offer Price is $0.34 cash and 0.1778 Ramelius Shares for each of your Apollo Shares, in the absence of a competing proposal.
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 Apollo Shares, please disregard this document.
Apollo Shareholders who require assistance may call the Company Secretary on +61 8 6319 1900 at any time between 8:30am and 5pm (WST) on Monday to Friday.
Corporate Adviser | Legal Adviser |
For personal use only
I MP O R T A N T N O T I C E S
Nature of this document | attributed to it in this Target's Statement. | |||||||||||||||||||||
This Target's Statement is dated 12 November | Apollo Shareholders | should | note that | such | ||||||||||||||||||
statements are subject to inherent risks and | ||||||||||||||||||||||
2021 and | is | given | by | Apollo | Consolidated | |||||||||||||||||
uncertainties in that they may be affected by | ||||||||||||||||||||||
Limited (Apollo) under Part 6.5 Division 3 of the | ||||||||||||||||||||||
a | variety | of | known | and | unknown | risks, | ||||||||||||||||
Corporations Act in response to the Bidder's | ||||||||||||||||||||||
variables and other factors, many of which | ||||||||||||||||||||||
Statement | by Ramelius | Resources | Limited | |||||||||||||||||||
are | beyond | the | control | of | Apollo. | |||||||||||||||||
(Ramelius) dated 1 November 2021. | ||||||||||||||||||||||
Shareholders should note that any reference | ||||||||||||||||||||||
ASIC and ASX disclaimer | to past performance is not intended to be, nor | |||||||||||||||||||||
should it be relied upon as, a guide to any | ||||||||||||||||||||||
A copy of this Target's Statement has been | future performance. | Actual results, values, | ||||||||||||||||||||
lodged with ASIC and ASX. Neither the ASIC | performance or achievements may differ | |||||||||||||||||||||
or ASX, nor any of their respective officers, | materially from results, values, performance or | |||||||||||||||||||||
takes any responsibility for the contents of this | achievements expressed or implied in any | |||||||||||||||||||||
Target's Statement. | forward looking statement. None of Apollo, its | |||||||||||||||||||||
officers nor any person named in this Target's | ||||||||||||||||||||||
No account of personal circumstances | Statement with their consent or any person | |||||||||||||||||||||
This Target's Statement should not be taken as | involved | in | the | preparation | of | this | Target's | |||||||||||||||
Statement | makes | any representation | or | |||||||||||||||||||
personal financial, investment or tax advice | ||||||||||||||||||||||
warranty | (express or | implied) | as | to | the | |||||||||||||||||
as each | Shareholder's | deliberations and | ||||||||||||||||||||
accuracy | or | likelihood | of fulfilment | of | any | |||||||||||||||||
decision will depend upon their own financial | ||||||||||||||||||||||
forward | looking | statement, | or | any | results, | |||||||||||||||||
situation, tax position, investment objectives | ||||||||||||||||||||||
values, | performance | or | achievements | |||||||||||||||||||
and particular needs. | ||||||||||||||||||||||
expressed or implied in any forward looking | ||||||||||||||||||||||
Your Apollo Directors encourage you to read | statement, except to the extent required by | |||||||||||||||||||||
this Target's Statement in its entirety and | law. | Shareholders should not place undue | ||||||||||||||||||||
obtain independent advice from your | reliance on any such statement. The forward | |||||||||||||||||||||
investment, financial, tax or other professional | looking statements in this Target's Statement | |||||||||||||||||||||
adviser before making a decision whether or | only reflect views held as at the date of this | |||||||||||||||||||||
not to accept the Offer. | Target's | Statement. | Any | forward | looking | |||||||||||||||||
statement in this Target's Statement is | ||||||||||||||||||||||
Defined terms | qualified by this cautionary statement. | |||||||||||||||||||||
Capitalised | terms | used | in | this | Target's | Information on Ramelius | ||||||||||||||||
Statement are defined in section 12 of this | ||||||||||||||||||||||
All of the information concerning Ramelius | ||||||||||||||||||||||
Target's Statement. | ||||||||||||||||||||||
contained in this Target's Statement has been | ||||||||||||||||||||||
Further information | obtained from publicly available sources | |||||||||||||||||||||
Apollo Shareholders who require assistance | including public documents filed by Ramelius | |||||||||||||||||||||
and the Bidder's Statement. None of the | ||||||||||||||||||||||
may call the Company Secretary on +61 8 | ||||||||||||||||||||||
information in this Target's Statement relating | ||||||||||||||||||||||
6319 1900 at any time between 8:30am and | ||||||||||||||||||||||
to Ramelius has been verified by Apollo or its | ||||||||||||||||||||||
5pm (WST) on Monday to Friday. | ||||||||||||||||||||||
Directors for the purposes of this Target's | ||||||||||||||||||||||
Further information relating to the Offer can | Statement. | Accordingly, | to | the | extent | |||||||||||||||||
be obtained from Apollo's website at | permitted by law, Apollo makes no | |||||||||||||||||||||
www.apolloconsolidated.com.au. | representation or warranty (either express or | |||||||||||||||||||||
Information contained in, or otherwise | implied) as to the accuracy or completeness | |||||||||||||||||||||
accessible through, this internet site is not a | of | this | information. | The | information | on | ||||||||||||||||
part of this Target's Statement. All references | Ramelius in this Target's Statement should not | |||||||||||||||||||||
in this Target's Statement to this internet site | be considered comprehensive. | |||||||||||||||||||||
are inactive textual references and are for | Foreign jurisdictions | |||||||||||||||||||||
your information only. | ||||||||||||||||||||||
Forward looking statements | The release, publication or distribution of this | |||||||||||||||||||||
Target's Statement in jurisdictions other than | ||||||||||||||||||||||
This Target's Statement contains various | Australia may be restricted by law or | |||||||||||||||||||||
forward looking statements. Statements other | regulation in such other jurisdictions, and | |||||||||||||||||||||
than statements of historical fact may be | persons who come into possession of it should | |||||||||||||||||||||
forward looking statements. Apollo believes | seek advice on and observe any such | |||||||||||||||||||||
that it has reasonable grounds for making all | restrictions. | Any failure to comply with such | ||||||||||||||||||||
statements | relating | to | future | matters | restrictions | may | constitute | a | violation | of | ||||||||||||
1 |
For personal use only
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
Apollo has collected your information from the register of Apollo Shareholders for the purpose of providing you with this Target's Statement. The type of information Apollo has collected about you includes your name, contact details and information on your shareholding (as applicable) in Apollo. Without this information, Apollo 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 Apollo 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 Apollo, please contact the Apollo Share Registry, Computershare Investor Services Pty Limited, Level 11, 172 St Georges Terrace, Perth WA 6000 or on +61 08 9323 2000.
Risk Factors
Shareholders should note that there are a number of risks associated with the Offer and with remaining an Apollo 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 figure, 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.
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personal use only
K E Y P O I N T S O F T H E O F F E R
-
The Offer is for $0.34 cash and 0.1778 Ramelius Shares for every one of your Apollo Shares
See section 3.2 of this Target's Statement and section 13.1 of the Bidder's Statement. - The Offer is unconditional and open for acceptance
See section 3.8 of this Target's Statement and section 13.8 of the Bidder's Statement. - As at the date of this Target's Statement, Ramelius has announced that it has acquired a relevant interest in more than 50% of the Shares on issue, through acceptances received under the Offer.
-
You will receive the Offer Price within 5 business days of accepting the Offer
See section 3.12 of this Target's Statement and section 13.6 of the Bidder's Statement. - The Offer expires at 7pm (Sydney time) on 3 December 2021, unless extended by Ramelius
See section 3.9 of this Target's Statement and section 13.2 of the Bidder's Statement. - You can accept the Offer by following the instructions in the Bidder's Statement and completing the Acceptance Form enclosed with the Bidder's Statement prior to the close of the Offer
See section 5 of this Target's Statement and section 2 of the Bidder's Statement. - All Apollo Directors unanimously recommend, in the absence of a Superior Proposal, that you ACCEPTthe Offer
See section 2 of this Target's Statement.
K E Y D A T E S
For
Event
Date of Initial Announcement
Announcement of the Offer
Date of Bidder's Statement
Date of despatch of Bidder's Statement to ApolloShareholders, and opening date of the Offer
Date of this Target's Statement
Close of Offer Period (unless extended)
Key Date
Monday 18 October 2021
Monday 1 November 2021
Monday, 1 November 2021
Monday, 1 November 2021
Friday, 12 November 2021
7pm (Sydney time) on Friday, 3 December 2021
2
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Disclaimer
Apollo Consolidated Ltd. published this content on 12 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 November 2021 09:26:04 UTC.