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19 November 2018

Eastern Field Developments Limited - Off Market Takeover Offer to acquire all the ordinary shares in Finders Resources Limited (FND) - Fourth Supplementary Bidder's Statement

ASX Market Announcement Office ASX Limited

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We act for Eastern Field Developments Limited (EFDL).

On behalf of EFDL, we attach Fourth Supplementary Bidder's Statement dated 19 November 2018 issued by EFDL in relation to its takeover offer for the ordinary shares in Finders Resources Limited (ACN 108 547 413) (Finders).

Yours faithfully

Iffla Wade

Page 1

Fourth Supplementary Bidder's Statement

  • 1. Introduction

    This document is the fourth supplementary bidder's statement dated 19 November 2018 (Fourth Supplementary Bidder's Statement) to the bidder's statement dated 23 October 2017 (Original Bidder's Statement) issued by Eastern Field Developments Limited BVI Co No 1955552 (Eastern Field) in relation to its off-market takeover bid for all the ordinary shares in Finders Resources Limited ACN 108 547 413 (Finders) that existed as at the Register Date and lodged with the Australian Securities and Investments Commission (ASIC) on 23 October 2017.

    This Fourth Supplementary Bidder's Statement supplements, and should be read together with, Eastern Field's Original Bidder's Statement, its first supplementary bidder's statement dated 17 November 2017, the replacement bidder's statement dated

    17 November 2017, its second supplementary bidder's statement dated 21 March 2018 and its third supplementary bidder's statement dated 17 July 2018 (collectively, the Bidder's Statement).

  • 2. Taurus Acceptances

    On 16 July 2018, Eastern Field applied to the Federal Court seeking judicial review of the decision of the Takeovers Panel review Panel (Review Panel) dated 6 June 2018 and a suspension or stay of the orders made by the Review Panel. The background to this application is set out in Eastern Field's third supplementary bidder's statement dated 17 July 2018. Eastern Field is seeking to set aside the orders made by the Review Panel and restore the orders made by the initial Panel (Initial Panel) on 26 April 2018. Eastern Field has also submitted to the Federal Court that if its application is granted and the Court is not prepared to make orders reinstating the orders of the initial Panel, then the matter should be remitted to a newly constituted Panel to be determined according to law. Eastern Field cannot predict how long this will take or the future circumstances that might affect Finders, or its finances, over that period.

    On 18 July 2018, the Federal Court ordered that the operation of the Review Panel orders be suspended and any proceedings brought or to be brought for the enforcement of the Review Panel orders be stayed. The suspension or stay do not apply in relation to paragraphs 1 and 4 of the Review Panel's orders, both of which continue in full force and effect.

The Court also made orders staying the operation of the Initial Panel's orders, pending further orders of the court or the determination of the proceedings.

Eastern Field's application was heard by the Federal Court on 23 and 24 October 2018 and the Court has reserved its decision.

The maximum 12 month offer period for Eastern Field's offer under section 624 of the Corporations Act 2001 (Cth) (Corporations Act) is due to expire today. It would be an anomalous position if Eastern Field was required to close its offer due to the application of this statutory provision prior to the final determination of the issues referred to above.

Therefore, Eastern Field has applied for a modification to permit Eastern Field to extend its offer beyond the usual 12 month period. ASIC by ASIC Instrument 18-1066 dated 19

November 2018 has granted a modification to enable EFDL to extend the offer period beyond 19 November 2018 to 26 November 2018 pending ASIC's consideration of an application which if granted, would permit the offer period to be extended until after the Court makes final orders in the proceedings or remits the matter back the Panel for determination and the Panel makes its determination. A copy of the ASIC instrument is attached as Annexure A.

  • 3. Other

  • 3.1 Lodgement with ASIC

    A copy of this Fourth Supplementary Bidder's Statement was lodged with ASIC on 19 November 2018.

    This Fourth Supplementary Bidder's Statement will prevail to the extent of any inconsistency with the Bidder's Statement.

    Neither ASIC nor any of its officers take any responsibility for the contents of this Third Supplementary Bidder's Statement.

  • 3.2 Defined terms

    Words and phrases defined in the Bidder's Statement have the same meaning in this Fourth Supplementary Bidder's Statement unless the context requires otherwise.

3.3

Authorisation

This Fourth Supplementary Bidder's Statement has been approved by a resolution passed by the directors of Eastern Field Developments Limited BVI Co No 1955552.

Dated 19 November 2018

David Fowler Director

For and on behalf of Eastern Field Developments Limited

Annexure A

Attachments

  • Original document
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Disclaimer

Finders Resources Limited published this content on 20 November 2018 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 20 November 2018 00:33:04 UTC