Update on Merger with Polymetals - Notice of Meeting

3. Scope of the Report
3.1 Purpose of the Report
Section 606 of the Corporations Act Regulations prohibits the acquisition of shares by a party if that
acquisition will result in that person (or someone else) holding an interest in 20% or more of the issued
shares of a public company, unless a full takeover offer is made to all shareholders.
However, item 7 of Section 611 permits such an acquisition if the shareholders of that entity have agreed
to the issue of such shares. This agreement must be by resolution passed at a general meeting at which
no votes are cast in favour of the resolution by any party who is associated with the party acquiring the
shares, or by the party acquiring the shares. Section 611 states that shareholders of the company must be
given all information that is material to the decision on how to vote at the meeting.
Whilst the Scheme may be characterised as a merger of equals, we consider the Transaction to be a
control transaction as it will result in the Sproule Interests holding approximately 26% of the issued capital
in the Merged Entity. No other shareholder will have an interest in the Merged Entity greater than 5%.
Regulatory Guide 74 issued by ASIC deals with "Acquisitions Agreed to by Shareholders". It states that the
obligation to supply shareholders with all information that is material can be satisfied by the nonassociated
directors of SXG, by either:
• undertaking a detailed examination of the Transaction themselves, if they consider that they have
sufficient expertise; or
• by commissioning an Independent Expert's Report.
The directors of SXG have commissioned this Independent Expert's Report to satisfy this obligation.
3.2 Regulatory guidance
Neither the Listing Rules nor the Corporations Act defines the meaning of “fair and reasonable”. In
determining whether the Transaction is fair and reasonable, we have had regard to the views expressed by
ASIC in RG 111. This regulatory guide provides guidance as to what matters an independent expert should
consider to assist security holders to make informed decisions about transactions.
This regulatory guide suggests that where the transaction is a control transaction, the expert should focus
on the substance of the control transaction rather than the legal mechanism to affect it. RG 111 suggests
that where a transaction is a control transaction, it should be analysed on a basis consistent with a
takeover bid.
In our opinion, the Transaction is a control transaction as defined by RG 111 and we have therefore
assessed the Transaction as a control transaction to consider whether, in our opinion, it is fair and
reasonable to Shareholders.
3.3 Adopted basis of evaluation
RG 111 states that a transaction is fair if the value of the offer price or consideration is greater than the
value of the securities subject of the offer. This comparison should be made assuming a knowledgeable
and willing, but not anxious, buyer and a knowledgeable and willing, but not anxious, seller acting at
arm’s length. When considering the value of the securities subject of the offer in a control transaction
the expert should consider this value inclusive of a control premium. Further to this, RG 111 states that
a transaction is reasonable if it is fair. It might also be reasonable if despite being ‘not fair’ the expert
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