Update on Merger with Polymetals - Notice of Meeting

More documents

Recommendations

Info

A Recommended Merger of Equals • Polymetals unanimous Board recommendation • 11 SXG shares for every 1 PLY share • Scheme of Arrangement (“Scheme”) under Australian law between PLY and its shareholders • PLY Directors to vote their own holdings in favour of the Scheme, in the absence of a superior proposal • PLY shareholders to hold 52.9% of the combined entity post-merger, with SXG shareholders to own 47.1% • Pipeline of gold projects with potential to produce up to 69koz pa from 2014 • Chairman – Samantha Tough (SXG) • Non-Executive Directors – David Sproule (PLY), John Rowe (SXG), Graham Brock (SXG), Jon Parker (PLY), Frank Terranova (PLY) • Chief Executive Officer – Glenn Jardine (SXG) • Consolidated pro-forma • Cash of $13M before transaction costs (as at 31 March 2013) • Debt of $7.0M (as at 31 March 2013) • Market capitalisation of ~$26.5M (as at 3 April, 2013) • Key conditions include: • Approval by PLY shareholders • Approval by SXG shareholders • Court approval • Certain regulatory approvals including Takeovers Act approval in Australia • Merger of Equals announced 8 April 2013 • Strong board and management with experience in driving assets though to production • Strong capital base and balance sheet with increased funding ability
A Diversified Portfolio of Australian Gold Assets – – – – – – (1) Resources are inclusive of Ore Reserves
Page 1 and 2: ASX ANNOUNCEMENT / MEDIA RELEASE Fr
Page 3 and 4: ABN 71 124 374 321 U16,162 Colin St
Page 5 and 6: 3. Access to the cash reserves of P
Page 7 and 8: Disclaimer and Important Notice •
Page 9 and 10: SXG - Well Placed • • •
Page 11 and 12: SXG and PLY - Key Merger Metrics
Page 13: Indicative Merger Timetable •
Page 17 and 18: Marda Project • Rare greenfields
Page 19 and 20: Northern Gold Corridor Targets - Dr
Page 21 and 22: WA Gold Assets - Turner River • P
Page 23 and 24: Mt Boppy - A Near-Term Production O
Page 25 and 26: ASX Code: Investor Presentation J
Page 27 and 28: Pro Forma Gold Reserve Statement Pr
Page 30 and 31: ABN 71 124 374 321 U16,162 Colin St
Page 32 and 33: - 3 - Notice of General Meeting Not
Page 34 and 35: - 5 - Proxy appointment, voting and
Page 36 and 37: - 7 - 1.2 Rationale for the Merger
Page 38 and 39: - 9 - 1.5 Implementation of the Mer
Page 40 and 41: - 11 - in terms of assets and marke
Page 42 and 43: - 13 - (a) You may not agree with t
Page 44 and 45: - 15 - (b) the Technical Specialist
Page 46 and 47: - 17 - (a) Identity of the person r
Page 48 and 49: - 19 - (i) Other matters The Direct
Page 50 and 51: - 21 - The purpose of Resolution 2
Page 52 and 53: - 23 - Schedule 1 - Information abo
Page 54 and 55: - 25 - Woodside Energy Ltd and Dire
Page 56 and 57: - 27 - Stephen Jones (Chief Financi
Page 58 and 59: - 29 - In accordance with ASIC Clas
Page 60 and 61: - 31 - million SXG Options which ha
Page 62 and 63: - 33 - Schedule 2 - Terms & Conditi
Page 64 and 65:
- 35 - the Company out of profits o
Page 66 and 67:
- 37 - Glossary In this Explanatory
Page 68 and 69:
- 39 - Peak Litigation The litigati
Page 70 and 71:
- 41 - Annexure A Refer enclosed In
Page 72 and 73:
Financial Services Guide 21 June 20
Page 74 and 75:
TABLE OF CONTENTS 1. Introduction 1
Page 76 and 77:
2. Summary and Opinion 2.1 Purpose
Page 78 and 79:
The respective advantages and disad
Page 80 and 81:
elieves that there are sufficient r
Page 82 and 83:
Existing SXG PLY Capital structure
Page 84 and 85:
Sandstone Exploration Potential In
Page 86 and 87:
5.3 Historical Balance Sheet Southe
Page 88 and 89:
in tenement acquisition costs also
Page 90 and 91:
The current SXG unlisted options on
Page 92 and 93:
Drew Hill - White Dam Gold Project
Page 94 and 95:
6.4 Historical Statement of Compreh
Page 96 and 97:
At 31 March 2013, PLY have recorded
Page 98 and 99:
Gold Demand/Supply Mined Metric ton
Page 100 and 101:
• On 9 August 2012, Regis Resourc
Page 102 and 103:
eport to be used in our report. At
Page 104 and 105:
eport to be used in our report. At
Page 106 and 107:
Funding assumptions SXG has receive
Page 108 and 109:
AMC modelled two cases for the Mard
Page 110 and 111:
Marda Project Case 2 Units 31-Dec-1
Page 112 and 113:
uildings and water supply. The $38.
Page 114 and 115:
Considering the valuation outcomes
Page 116 and 117:
Southern Cross Goldfields Limited V
Page 118 and 119:
We calculated the corporate costs o
Page 120 and 121:
SXG share price and trading volume
Page 122 and 123:
On 28 February 2013 SXG announced t
Page 124 and 125:
Control Premium The concept of a pr
Page 126 and 127:
We note that SXG’s EV/resource mu
Page 128 and 129:
The Adjusted Mt Boppy Model was pre
Page 130 and 131:
2013 2014 2015 2016 2017 2018 Gold
Page 132 and 133:
AMC and management of PLY advise th
Page 134 and 135:
Mt Boppy Case 2 Mt Boppy Project Ca
Page 136 and 137:
Mt Boppy Case 2 Sensitivity analysi
Page 138 and 139:
Polymetals Mining Limited Value of
Page 140 and 141:
projects. PLY has discounted the to
Page 142 and 143:
The Merged Entity - SXG Low Preferr
Page 144 and 145:
Note f: Minority discount Following
Page 146 and 147:
12. Is the Transaction fair In asse
Page 148 and 149:
As set out in section 12, the Trans
Page 150 and 151:
15. Sources of information This rep
Page 152 and 153:
esponsible for conducting appropria
Page 154 and 155:
Meadowhead Meadowhead Indemnity The
Page 156 and 157:
APPENDIX 2 - VALUATION METHODOLOGIE
Page 158 and 159:
APPENDIX 3 - DISCOUNT RATES SXG We
Page 160 and 161:
Having regard to the above we consi
Page 162 and 163:
Merged Entity Determining the corre
Page 164 and 165:
associated (relative to the compara
Page 166 and 167:
APPENDIX 4 - TECHNICAL SPECIALIST V
Page 168 and 169:
AMC Consultants Pty Ltd ABN 58 008
Page 170 and 171:
BDO CORPORATE FINANCE (WA) PTY LTD
Page 172 and 173:
Page 174 and 175:
Page 176 and 177:
Page 178 and 179:
Page 180 and 181:
Page 182 and 183:
Page 184 and 185:
Page 186 and 187:
Page 188 and 189:
Page 190 and 191:
Page 192 and 193:
Page 194 and 195:
Page 196 and 197:
Page 198 and 199:
Page 200 and 201:
Page 202 and 203:
Page 204 and 205:
Page 206 and 207:
Page 208 and 209:
Page 210 and 211:
Page 212 and 213:
Page 214 and 215:
Page 216 and 217:
Page 218 and 219:
Page 220 and 221:
Page 222 and 223:
Page 224 and 225:
Page 226 and 227:
Page 228 and 229:
Page 230 and 231:
Page 232 and 233:
show all

Update on Merger with Polymetals - Notice of Meeting

Create successful ePaper yourself

Delete template?

Save as template?