DACIAN GOLD For personal use only
Partner | Justin Mannolini |
Contact | Matthew Watkins |
T +61 8 9413 8530 | |
Our ref | mwatkins@gtlaw.com.au |
JJM: MW:1049489 |
Level 16, Brookfield Place Tower 2 | |
123 St Georges Terrace | |
Perth WA 6000 AUS | |
T +61 8 9413 8400 F +61 8 9413 8444 | |
29 July 2022 | www.gtlaw.com.au |
Online lodgement |
Market Announcements Office
ASX Limited
Central Park
Level 152-158 St Georges Terrace
Perth WA 6000
FOR IMMEDIATE RELEASE TO THE MARKET
Dear Sir/Madam
Takeover bid by Genesis Minerals Limited for Dacian Gold Limited - Bidder's Statement
We act for Genesis Minerals Limited (ACN 124 772 041) (ASX:GMD) (Genesis), and have been authorised by the Board of Genesis to provide this release.
We enclose, in accordance with item 5 of subsection 633(1) of the Corporations Act 2001 (Cth)
(Corporations Act), a copy of Genesis' bidder's statement in relation to its off-market takeover bid under Chapter 6 of the Corporations Act for all of the ordinary shares in Dacian Gold Limited (ACN
154 262 978) (ASX:DCN) (Dacian) (Bidder's Statement).
A copy of the Bidder's Statement was today lodged with the Australian Securities and Investments Commission and was sent to Dacian.
For the purposes of subsections 633(2) and 633(4)(a) of the Corporations Act, Genesis has set 5:00pm (Perth time) on 29 July 2022 as the date for determining persons to whom information is to be sent under items 6 and 12 of subsection 633(1) of the Corporations Act.
Yours faithfully
Justin Mannolini | Matthew Watkins |
Partner | Special Counsel |
T +61 8 9413 8491 | T +61 8 9413 8530 |
jmannolini@gtlaw.com.au | mwatkins@gtlaw.com.au |
3443-9073-8204 v1
For personal use only
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 contact your legal, financial, tax or other professional adviser immediately.
Bidder's Statement
Recommended Offer
by
Genesis Minerals Limited ABN 72 124 772 041
to acquire all of your shares in
Dacian Gold Limited ABN 61 154 262 978
for 0.0843 Genesis Shares for every 1 Dacian Share you hold.
The Dacian Directors unanimously recommend that Dacian Shareholders accept the Offer, in the absence of a superior proposal.
ACCEPT NOW
If you have any questions in relation to the Offer, please contact the Offer Information Line on 1300 397 908 (from within Australia) or +61 3 9415 4153 (from outside Australia)
Financial adviser | Legal adviser |
For personal use only
Contents | Page | ||
Important Notices | 1 | ||
Key dates and contacts | 6 | ||
Letter to Dacian Shareholders | 7 | ||
Reasons why you should ACCEPT the Offer | 9 | ||
1 | Summary of the Offer | 13 | |
2 | Information on Genesis | 17 | |
3 | Information on Genesis' securities | 30 | |
4 | Information on Dacian | 34 | |
5 | Information on Dacian's securities | 41 | |
6 | Intentions of Genesis | 44 | |
7 | Profile of the Combined Group | 50 | |
8 | Risk factors | 58 | |
9 | Tax considerations | 70 | |
10 | Additional information | 77 | |
11 | Terms and Conditions of the Offer | 86 | |
12 | Definitions and interpretation | 102 | |
13 | Approval of Bidder's Statement | 107 | |
Company directory | 108 | ||
Attachment A | Genesis ASX announcements | 109 | |
Attachment B | Genesis' Mineral Resources | 114 | |
Attachment C | Dacian's Mineral Resources and Ore Reserves | 115 | |
Attachment D | Combined Group Mineral Resources and Ore | ||
Reserves | 117 |
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Important Notices
Bidder's Statement | |
only | This document is a Bidder's Statement issued by Genesis |
Minerals Limited ABN 72 124 772 041 (Genesis) under Part | |
6.5 of the Corporations Act dated 29 July 2022 and includes | |
an Offer to acquire all Dacian Shares. The Bidder's Statement | |
is an important document and you should read it in its entirety. | |
ASIC | |
A copy of this Bidder's Statement was lodged with ASIC on 29 | |
use | July 2022. Neither ASIC nor its officers takes any |
responsibility for the content of this Bidder's Statement. | |
Investment decisions | |
In preparing this Bidder's Statement, Genesis has not taken | |
into account the individual objectives, financial situation or | |
needs of individual Dacian Shareholders. The information | |
contained in this Bidder's Statement is not financial product | |
advice and does not take into account the investment | |
personal | objectives, financial situation or particular needs (including |
financial and tax issues) of any prospective investor. | |
person, guarantees the performance of Genesis, the | |
It is important that you read this Bidder's Statement carefully | |
and in its entirety before deciding whether to accept the Offer | |
and become a shareholder of Genesis. In particular, in | |
considering the prospects of the Combined Group, you should | |
consider the risk factors that could affect the performance of | |
the Combined Group. You should carefully consider these | |
risks in light of your investment objectives, financial situation | |
and particular needs (including financial and tax issues) and | |
seek professional guidance from your stockbroker, solicitor, | |
accountant, financial adviser or other independent professional | |
adviser before deciding whether to accept the Offer. Some of | |
the key risk factors that should be considered by prospective | |
investors are set out in section 8 of this Bidder's Statement. | |
There may be risk factors in addition to these that should be | |
considered in light of your personal circumstances. | |
No person named in this Bidder's Statement, nor any other | |
For | repayment of capital by Genesis or the payment of a return on |
the Genesis Shares. | |
Disclaimer as to forward looking statements | |
Some of the statements appearing in this Bidder's Statement | |
may be in the nature of forward looking statements, which are | |
statements that may be identified by words such as "may", | |
"will", "would", "should", "could", "believes", "estimates", | |
"expects", "intends", "plans", "anticipates", "predicts", "outlook", | |
"forecasts", "guidance" and other similar words that involve | |
risks and uncertainties. You should be aware that such | |
statements are only predictions and are subject to inherent | |
risks and uncertainties. Those risks and uncertainties include |
Gilbert + Tobin
factors and risks specific to the industry in which members of the Dacian Group and Genesis Group operate as well as general economic conditions, prevailing exchange rates and interest rates and conditions in the financial markets. Actual events or results may differ materially from the events or results expressed or implied in any forward looking statement. None of Genesis, its Related Bodies Corporate or any of the officers or employees of any of them, nor any persons named in this Bidder's Statement with their consent or any person involved in the preparation of this Bidder'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, except to the extent required by law. You are cautioned not to place undue reliance on any forward looking statement. The forward looking statements in this Bidder's Statement reflect views held only as at the date of this Bidder's Statement.
Statements of past performance
This Bidder's Statement includes information regarding the past performance of Genesis and Dacian. Investors should be aware that past performance should not be relied on as being indicative of future performance.
Information on Dacian
The information on Dacian, Dacian's securities and the Dacian Group contained in this Bidder's Statement has been prepared by Genesis using publicly available information and limited information made available by Dacian to Genesis.
The information in this Bidder's Statement concerning Dacian and the assets and liabilities, financial position and performance, profits and losses and prospects of the Dacian Group, has not been independently verified by Genesis. Accordingly, Genesis does not, subject to the Corporations Act, make any representation or warranty, express or implied, as to the accuracy or completeness of such information.
Further information relating to Dacian's business may be included in Dacian's Target's Statement (once available) which Dacian must provide to its shareholders in response to this Bidder's Statement.
Foreign jurisdictions
Dacian Shareholders should note that the consideration under the Offer is Genesis Shares, which are shares in an Australian public company listed on ASX. This Bidder's Statement and Offer have been prepared having regard to Australian disclosure requirements which may be different from those applicable in order jurisdiction.
Dacian Shareholders whose addresses in Dacian's registers of securityholders are not in Australia, Canada, France (excluding Dacian Shareholders who are not "qualified investors" (as defined in Article 2(e) of the Regulation (EU) 2017/1129), Hong
page | 1
Kong, New Zealand, Norway, Singapore, United Kingdom or | |
the United States (excluding Dacian Shareholders who are not | |
Institutional Accredited Investors) will not be entitled to receive | |
Genesis Shares on acceptance of the Offer (unless Genesis | |
only | determines otherwise). Ineligible Foreign Shareholders who |
accept the Offer will have their Dacian Shares sold by the | |
Nominee with the net proceeds returned in cash calculated in | |
accordance with section 11.8 of this Bidder's Statement. | |
The distribution of this Bidder's Statement in jurisdictions | |
outside Australia may be restricted by law, and persons who | |
come into possession of it should observe any such | |
restrictions. Any failure to comply with such restrictions may | |
constitute a violation of applicable securities laws. | |
use | This Bidder's Statement does not constitute an offer in any |
jurisdiction in which, or to any person to whom, it would not be | |
lawful to make such an offer. | |
No action has been taken to register or qualify Genesis or to | |
otherwise permit a public offering of Genesis Shares outside | |
Australia. Genesis Shares have not been, and will not be, | |
registered under the United States Securities Act of 1933 | |
(Securities Act) or the securities laws of any US state or other | |
personal | jurisdiction, and may not be offered or sold in the United |
States, except in a transaction exempt from, or not subject to, | |
the registration requirements of the Securities Act and | |
applicable United States state securities laws. | |
To participate in the Offer, Dacian Shareholders resident in the | |
United States must sign and return a customary US investor | |
certificate that is available from Genesis. | |
If you are not an Australian resident taxpayer or are liable for | |
tax outside Australia, you should seek specific tax advice in | |
relation to the Australian and overseas tax consequences of | |
accepting the Offer. | |
Canada | |
This Bidder's Statement and any related subscription materials | |
are not, and under no circumstances are to be construed as, a | |
prospectus, an advertisement or a public offering of securities | |
in Canada. No securities commission or similar authority in | |
Canada has reviewed or in any way passed on this Bidder's | |
For | Statement or the merits of the securities described herein, and |
any representation to the contrary is an offence. | |
No dealer, salespersons or other individual has been authorized to give any information or to make any representations not contained in this Bidder's Statement and, if given or made, such information or representations must not be relied on as having been authorized by Genesis.
Except as otherwise expressly required by applicable law or as agreed to in contract, no representation, warranty or undertaking (express or implied) is made and no responsibilities or liabilities of any kind or nature whatsoever are accepted by any agent of Genesis as to the accuracy or
Gilbert + Tobin
completeness of the information contained in this Bidder's Statement or any other information provided by Genesis in connection with the offer of Genesis Shares in Canada.
Financial information that may be contained in this document has been prepared in accordance with accounting standards which may differ in certain respects from those accounting principles used in Canada. Prospective investors should conduct their own investigation and analysis and consult their own financial advisers.
Unless specifically stated otherwise, all dollar amounts contained in this document are in Australian dollars.
Genesis and its directors and officers are located outside of Canada and, as a result, it may not be possible for Canadian shareholders to effect service of process within Canada on Genesis or its directors or officers. All or a substantial portion of the assets of Genesis and its directors and officers are located outside of Canada and, as a result, it may not be possible to satisfy a judgment against them in Canada or to enforce a judgment obtained in Canadian courts against them outside of Canada.
France
This Bidder's Statement has not been, and will not be, registered with or approved by any securities regulator in France or elsewhere in the European Union. Accordingly, this Bidder's Statement may not be made available, nor may the Genesis Shares be offered for sale, in France except in circumstances that do not require a prospectus under Article 1(4) of Regulation (EU) 2017/1129 of the European Parliament and the Council of the European Union (the "Prospectus Regulation").
In accordance with Article 1(4) of the Prospectus Regulation, an offer of Genesis Shares in France is limited:
- to persons who are "qualified investors" (as defined in Article 2(e) of the Prospectus Regulation);
- to fewer than 150 natural or legal persons (other than qualified investors); or
- in any other circumstance falling within Article 1(4) of the Prospectus Regulation.
Hong Kong
This Bidder's Statement is confidential in Hong Kong and for the sole use by shareholders of Dacian. The contents of this Bidder's Statement have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the Offer. If you are in any doubt about any of the contents of this Bidder's Statement, you should obtain independent professional advice.
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Dacian Gold Limited published this content on 28 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 July 2022 23:53:08 UTC.