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

  1. (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.

2

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

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original document
  • Permalink

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.