Adamus Resources Limited - Chairman's Address to Scheme Meeting
25 11월 2011 - 8:58AM
PR Newswire (Canada)
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES PERTH, Western Australia, Nov.
28, 2011 /CNW/ - Introduction On 22 August 2011, Adamus Resources
Limited (Adamus) announced that it had signed a Merger
Implementation Agreement with Endeavour Mining Corporation
(Endeavour), a TSX listed entity, to combine through an all-stock
merger of equals. The merger will be implemented as a Scheme of
Arrangement between Adamus and its shareholders under the
Australian Corporations Act. If this resolution is passed and the
merger is implemented, Endeavour Gold Corporation (a wholly owned
subsidiary of Endeavour) will acquire all of the issued ordinary
shares of Adamus and Adamus shareholders will receive 0.285 of an
Endeavour share (in the form of CHESS depository interests or
shares) for each Adamus share they hold(1). Following successful
completion of the merger, Adamus shareholders will own
approximately 53.01% of the merged group. The merger will create a
leading West African gold production, development and exploration
company as a platform for future growth and acquisitions. The
merged group's assets will include two operating gold mines in
Burkina Faso and Ghana, a feasibility stage project in Côte
d'Ivoire which should increase total production to approximately
250,000 ounces from the end of 2013(2), and an attractive portfolio
of exploration opportunities in Ghana, Burkina Faso, Côte d'Ivoire,
Mali and Liberia. Recently, all shareholders were sent a scheme
booklet which included a notice of meeting for today's scheme
meeting. The scheme booklet provided shareholders with a detailed
overview of the merger proposal including a summary of reasons why
you may vote for or against the scheme. (__________________________
) (1) Ineligible Foreign Shareholder will not receive Endeavour
shares (in the form of CDIs or shares) under the Scheme.
Instead, the number of Endeavour shares that would otherwise have
been issued to them under the Scheme will be issued to a Sale
Agent, as each Ineligible Foreign Shareholders nominee in trust,
who will sell those Endeavour shares on the TSX following the
implementation of the Scheme. The Sale Agent will then pay
each Ineligible Foreign Shareholder the sale proceeds, net of any
brokerage, taxes and charges. (2) Assuming a favourable
construction decision on the Agbaou Gold Project in Côte d'Ivoire.
Advantages of the merger Your Directors unanimously believe the
benefits of the merger to significantly outweigh the potential
disadvantages. There are a number of reasons why the Directors
think that you should vote in favour of the scheme to effect the
merger. These are set out in Section 1.1 of the scheme booklet.
Rather than go through each of them in detail, I would just like to
highlight some of the key reasons for our recommendation,
including: -- The merger will create a growth focused West African
gold producer, with an enhanced suite of production, development
and exploration assets. The merged group's assets will includes: o
two operating gold mines - Nzema in Ghana and the Youga Gold Mine
in Burkina Faso - with pro forma 2011 gold production of 172,000
ounces; and o a feasibility stage project - the Agbaou Gold Project
in Côte d'Ivoire, on which a construction decision is expected in
the first quarter of 2012. -- The merged group will have a
materially stronger balance sheet with a pro forma cash and
marketable securities position of US$217.5 million (versus US$22m
for Adamus standalone) as at 30 June 2011. Furthermore, a new
revolving corporate loan facility of US$200 million, to be provided
by UniCredit Bank AG3, will provide the Merged Group with
significant flexibility. -- The merger will deliver development
projects and future opportunities with an improved risk profile and
enhance the scale and growth platform of Adamus, including through
greater access to global capital markets. Your Board's belief that
the scheme is in the best interests of the shareholders is also
supported by the recommendations of the Independent Expert, Ernst
& Young Transaction Advisory Services Limited, who has opined
that in the absence of a superior proposal, the scheme and
therefore the proposed merger is fair and reasonable, and in the
best interests of Adamus shareholders. The Independent
Expert's Report was included as Annexure A of the scheme booklet.
As with any transaction, there are a number of risks relating to
the implementation of the merger. These risks are set out in detail
in section 11 of the scheme booklet. Adamus would like to note that
on 10 November 2011, Endeavour announced the sale of its debt
finance and related mergers and acquisitions advisory business. The
advisory business is an immaterial non-core asset of Endeavour.
This sale has been considered by the Independent Expert who have
confirmed to Adamus that they agree it is an immaterial non-core
asset of Endeavour and the sale will not affect their opinion that
the scheme is in the best interests of Adamus shareholders. As the
position of the Independent Expert has not altered, the Adamus
board considers that the sale is not a significant matter that has
arisen which would have required inclusion in the scheme booklet.
The full ASX announcement in relation to this issue can be viewed
on the website of the ASX (www.asx.com.au).
(____________________________________ ) (3) The availability of
this facility is subject to implementation of the Scheme, execution
of final facility agreements and satisfaction of the facility's
conditions. Management and governance Following implementation of
the merger, the merged entity will have the significant advantage
of combining two talented and experienced boards and management
teams. On completion of the scheme, Neil Woodyer from Endeavour
will be Chief Executive Officer and Mark Connelly from Adamus will
be Chief Operating Officer of the merged entity. The merged
entity's operational management will be led from Perth and will
report to the Chief Operating Officer (Mark Connelly). Michael
Beckett will be Non-Executive Chairman of the merged entity whose
Board of Directors will comprise of three nominees from each of
Adamus and Endeavour (in addition to the Chairman). Adamus'
nominees are Mark Connelly, Martin Reed and Dr Antony Harwood.
Endeavour's nominees are Neil Woodyer, Jorge Gamarci and Wayne
McManus. Scheme process The merger between Adamus and Endeavour
requires a number of conditions, set out in the scheme booklet, to
be satisfied. I am pleased to report that all third party
approvals have now been obtained except for the shareholder
approvals which we are seeking at the meeting today and certain
conditions relating to the approval of the Federal Court of
Australia (which may only occur subsequent to shareholder approvals
being obtained at today's meeting). The key conditions that remain
outstanding are as follows: -- The scheme resolution must be
approved by a majority in number of Adamus shareholders voting at
this scheme meeting (whether in person or proxy), who must together
hold at least 75% of the votes cast on the resolution. -- Secondly,
the Federal Court of Australia must approve the scheme following
approval by Adamus shareholders. The Second Court Hearing for the
scheme is scheduled for Friday, 2 December 2011, subject to the
scheme first being approved at this scheme meeting. Recommendations
Taking all of the matters outlined today and in the scheme booklet
into account, the Adamus Board unanimously believe that the
advantages of the merger outweigh its disadvantages and risks and
each Director recommends that you vote in favour of the resolution.
Each Director intends to vote all Adamus shares held by them in
favour of the scheme. I encourage you vote in favour of the scheme
and support Adamus and Endeavour as we enter this next exciting
chapter. It's now time for the shareholders to express their view.
Adamus Resources Limited CONTACT: Mr Ian Cunningham - Company
Secretaryon +61 8 9322 5943
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