Saracen Mineral Holdings has entered into a Bid Implementation Deed (Bid) to acquire all of the shares of Bligh Resources,an Australian gold exploration company.
Under the Bid, Bligh shareholders will receive 0.0369 Saracen shares for every one (1) Bligh share (the “Offer”),valuing Bligh at 12.8c1per shareand the Company at $38.2million.
The Offer represents a premium of:
97% to the last closing price of 6.5con 13June 2019
97% to Bligh’s one-month VWAP of 6.5c
Bundarra, Bligh’s only project, is located less than 30km south of Saracen’s Thunderbox project, and adjacent to the sealed Goldfields Highway. Bundarra consists of five mining leases and six prospecting licences that host four known gold deposits. The project has JORC-compliant Resources of 9.7Mt at a grade of 2.1g/tfor a total of 660,000oz4of gold (Appendix A).
Saracen Managing Director Raleigh Finlayson said: “The Offer makes sense for both companies. Saracen’s infrastructure at our nearby Thunderbox operations means we can unlock the value of Bundarra and this is reflected in the share price premium we have offered to Bligh shareholders”.
Board Recommendations and Intentions
The Board of Directors of Bligh unanimously recommend to shareholders that they accept the Offer, in the absence of a superior proposal. Each Bligh Director intends to accept the Offer with respect to all Bligh shares owned or controlled by them (3.43%)2, in absence of a superior proposal, subject to the terms of the
Bid. Bligh’s major shareholder Zeta Resources Limited, representing 85.03%2of the shares, has indicated it intends to accept the Offer in absence of a superior proposal.
Bid Implementation Deed
Saracen and Bligh entered into the Bid (attached) pursuant to which the parties have given undertakings to each other in order to facilitate the Offer.
The Offer is subject to a number of conditions, the full list of which is set out in the Bid (Schedule 1), and includes:
90% minimum acceptance by Bligh shareholders
No material adverse change in relation to Bligh or Saracen
No prescribed occurrences in relation to Bligh
All applicable regulatory approvals being obtained
No breach by Bligh of the conduct of business restrictions or Bligh warranties in the Bid
The Bid contains customary deal protection mechanisms including “no shop”, “no talk” and “no due diligence” restrictions as well as notification and matching rights in the event of a competing proposal. A break fee may also be payable from Bligh to Saracen in certain circumstances.
The Offer extends to all Bligh shares that are issued as a result of the exercise of options during the offer period.
Saracen may also provide a working capital facility of up to $100,000to Bligh during the offer period.
Detailed information relating to the Offer will be set out in the Bidder’s Statement and Target’s Statement, which are expected to be dispatched to Bligh shareholders in late June /early July 2019
Saracen has appointed PwC as legal counsel and financial advisor.
Source: Company Press Release