TO: | ASX Market Announcement Office |
COMPANY: | ASX Limited |
DATE: | 2 May 2019 |
SUBJECT: | Eastern Field Developments Limited - Compulsory |
acquisition of remaining shares in Finders Resources Limited |
The contents of this facsimile are intended only for the use of the addressee. If you are not the intended addressee the information in this facsimile must not be copied, disclosed or used. This facsimile may be covered by legal professional privilege and any unauthorised use, disclosure or copying is strictly prohibited and may be unlawful. If you have received this facsimile in error, please telephone (08) 9322 7111.
We act for Eastern Field Developments Limited (EFDL).
On behalf of EFDL we advise that, having acquired a relevant interest in more than 90% of all the shares in Finders Resources Limited (ACN 108 574 413) (Finders), EFDL is exercising its rights under section 661A(1) of the Corporations Act 2001 (Cth) (Corporations Act) to compulsorily acquire the remaining shares in Finders.
We attach, in accordance with section 661B(1)(d) of the Corporations Act:
(a)a copy of the ASIC Form 6021: Notice of compulsory acquisition following takeover bid (Notice), which was lodged by EFDL with the Australian Securities and Investments Commission today; and
(b)the accompanying letter.
The Notice and letter are being despatched to Finders shareholders.
Yours faithfully
Iffla Wade
Page 1
Eastern Field Developments Limited
80 Raffles Place,
#51-02 UOB Plaza,
Singapore 048624
2 May 2019
[Shareholder name/address]
Dear Finders Shareholder
Compulsory acquisition of Finders Resources Limited shares
As you may know, the takeover offer (Offer) by Eastern Field Developments Limited (EFDL) for all ordinary shares in Finders Resources Limited (ACN 108 547 413) (Finders) closed at 7pm (Perth time) on 5 April 2019.
At the end of the Offer, EFDL had a relevant interest in more than 90% of Finders shares. Accordingly, EFDL has become entitled under the Corporations Act 2001 (Cth) (Corporations Act) to compulsorily acquire all Finders shares in which it does not already have a relevant interest. EFDL has decided to exercise its right of compulsory acquisition.
This letter is being sent to you because you are currently registered as the holder of Finders shares and there is no record of you having validly accepted the Offer.
Enclosed is ASIC Form 6021: Notice of compulsory acquisition following takeover bid (Notice), which EFDL is required to give you under the Corporations Act. This Notice sets out the compulsory acquisition procedure and your rights.
EFDL will pay $0.23 cash for each Finders share that it compulsorily acquires, which is the same amount that was payable under the Offer. EFDL will pay Finders the total cash consideration for all shares it compulsorily acquires (including the consideration for your Finders shares) within the time required under the Corporations Act (approximately 6 weeks after the date of this letter, although this period may be longer in some cases).
You do not need to sign or return this Notice. On completion of the compulsory acquisition procedure, you will be entitled to claim the consideration for your shares from Finders, and Finders will write to you regarding this at an appropriate time. Finders will be required to hold the cash paid to it by EFDL in trust until claimed.
Yours faithfully
David Fowler
Director
Eastern Field Developments Limited
Australian Securities &
Investments Commission
x | Form 6021 |
Corporations Act 2001 | |
661B(1)(a) |
Notice of compulsory acquisition following takeover bid
Notice
Description of class of securities to which the bid relates
Name of target company or body
Tick applicable box(es)
1.
Name of bidder
Tick one box
Date offers closed or are scheduled to close
To each holder of: | 0 | 5 | 0 | 4 | 1 | 9 | |||||
Fully paid ordinary shares | |||||||||||
('Bid Class Securities') | |||||||||||
in | |||||||||||
Name ('the Company') | |||||||||||
Finders Resources Limited | |||||||||||
ACN/ARBN/ARSN | |||||||||||
108 547 413 | x |
and each holder of securities that will or may be converted into, or confer rights to be issued, in the next 6 weeks, securities to which the bid related.
and each holder of non-transferable securities issued under an employee incentive scheme referred to in paragraph 2.
Under a takeover bid offers were made by
Eastern Field Developments Limited
in respect of the acquisition of Bid Class Securities in the company. The offers
closed | |||||||||||
are scheduled to close | |||||||||||
on | |||||||||||
Date | |||||||||||
/ | / | ||||||||||
[D | D] | [M | M] | [Y | Y] |
Tick applicable box(es).
(See subsection 661A(4) and (4A))
Description of securities
Description of securities
Tick one box
2.You are, as at the date of this notice, the holder of one or more of the following
securities in respect of which the takeover offer was made, but have not accepted the offer. (If you have accepted the offer but have received this notice you do not need to do anything in response to this notice- the bidder will acquire your securities under the offer.)
securities to which the bid related issued after the end of the offer period and before the date of this notice
securities that will or may be converted into, or confer rights to be issued, in the next 6 weeks, securities to which the bid related
securities issued under an employee incentive scheme to which restrictions on transfer apply under the company's constitution or the terms of issue, being
x
the following securities in the bid class in which the bidder has a relevant interest
3.The bidder gives you notice under subsection 661B(1) of the Corporations Act 2001 ('the Act') that the bidder has become entitled pursuant to subsection
661A(1)
661A(3)
of the Act to compulsorily acquire your securities and desires to acquire those securities.
ASIC Form 6021 | 21 June 2013 | Page 1 of 2 |
Continued... Notice
4Under section 661D of the Act, you have the right, by notice in writing given to the bidder within one month after this notice is lodged with ASIC, to ask the bidder for a written statementx of the names and addresses of everyone else the bidder has given this notice to.
This notice was lodged with ASIC on
Date of lodgementDate
0 | 2 | / | 0 | 5 | / | 1 | 9 | |||
[D | D] | [M | M] | [Y | Y] |
Insert paragraph 4A only where alternative forms of consideration were offered under the bid.
Details of alternative terms.
Set out the terms that will apply
4A. You are entitled, within one month after being given this notice (see paragraph 8), or within 14 days after being given a statement requested under section 661D of the Act (as referred to in paragraph 4 of this notice), whichever is the later, by notice in writing to the bidder, to elect which of the following forms of consideration will apply to the acquisition of your securities:
If you do not elect which of the alternative forms of consideration will apply to the acquisition of your securities, the form of consideration that will apply will be:
Director
5.Under section 661E of the Act, you have the right, within one month after being given this notice (see paragraph 8) or within 14 days after being given a statement requested under section 661D of the Act (as referred to in paragraph 4 of this notice), whichever is later, to apply to the Court for an order that the securities not be compulsorily acquired.
6.The bidder is entitled and bound to acquire the securities on the terms that applied under the takeover bid immediately before
Tick one box
7.
this notice was given.
the end of the offer period.
Unless the Court otherwise orders, on application made by you under section 661E of the Act within one month after being given this notice (see paragraph 8) or within 14 days after being given a statement under section 661D (as referred to in paragraph 4 of this notice), whichever is the later, the bidder must comply with paragraph 6 of this notice.
8.A notice sent by post to you is taken to be given to you 3 days after it is posted.
Signature | Name of person signing | |||||||||||||||||
David Fowler | ||||||||||||||||||
Capacity | ||||||||||||||||||
Signature | ||||||||||||||||||
Date signed | ||||||||||||||||||
0 | 2 | / | 0 | 5 | / | 1 | 9 | |||||||||||
[D | D] | [M | M] | [Y | Y] | |||||||||||||
ASIC Form 6021 | 21 June 2013 | Page 2 of 2 |
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Disclaimer
Finders Resources Limited published this content on 02 May 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 02 May 2019 07:32:05 UTC