NZX Announcement: Receipt of Takeover Notice

8 December 2016
Receipt of Takeover Notice

Pursuant to Rule 42 of the Takeovers Code, Chatham Rock Phosphate Limited (NZX:CRP) gives notice that it has today received notice (Takeover Notice) under the Takeovers Code from Antipodes Gold Limited (Antipodes) of Antipodes’ intention to make a full takeover offer for 100% of the equity securities in CRP (Offer).
Please see attached a copy of the Takeover Notice and the documents that accompanied it under Rule 41 of the Takeovers Code.

Background to Offer

Shareholders will be aware that CRP has been working with Antipodes for some time to proceed with the Offer. The Offer is in effect a reverse takeover. In particular, if the Offer is successful it will have the effect of CRP having its primary listing on the TSX Venture Market in Canada with a secondary listing on the NZAX market in New Zealand.
The Board considers that obtaining an overseas listing in a recognised mining market is in the best interests of CRP and should help facilitate future financings and liquidity in CRP’s shares.

CRP Board Response

In response to the Offer, the Board of CRP has:

  • formed a committee of independent directors (Independent Committee), comprising Robert Goodden, Robin Falconer and Jill Hatchwell to consider the Offer and to oversee preparation of the target company statement.
  • appointed Northington Partners Limited to prepare the independent report required under the Takeovers Code on the merits of the Offer.

It is intended for the Northington Partners’ independent report and the target company statement sent to CRP shareholders together with the finalised Offer document just prior to Christmas.

Offer Terms

Please carefully review the Takeover Notice and the other documents provided by Antipodes, as these documents set out the terms of the Offer. For convenience we set out below certain material terms of the Offer as drafted:

  • Antipodes is offering CRP shareholders common shares in Antipodes (Consideration Shares) in consideration for their CRP shares.
  • CRP shareholders will be offered one (1) Consideration Share for every 65.59 CRP shares held. Antipodes will complete a 10:1 consolidation of its common shares immediately prior to issuing the Consideration Shares. If the Offer is successful and Antipodes acquires 100% of CRP’s equity securities, the final shareholding percentages in Antipodes following completion of the Offer will be as follows:
Shareholder Group Antipodes securities on issue
following completion of Offer
CRP shareholders 12,651,967 90.33%
AXG shareholders 1,355,017 9.67%
Total 14,006,984 100%
  • The Offer is conditional on acceptances representing 90% of all CRP shares. Antipodes does however have the ability to waive this condition to 50% in accordance with the Takeovers Code.
  • The Offer is intended to open on 23 December 2016 and remain open until 5pm on 31 January 2017, unless extended in accordance with the Takeover Code.
  • If the Offer is successful the CRP Board would essentially replace the current Antipodes Board and Antipodes will change its name to Chatham Rock Phosphate. CRP will inherit net cash held by Antipodes of approximately $250,000.

Next Steps

The Independent Committee will further consider the merits of the Offer following receipt of the independent report from Northington Partners and will revert to shareholders with a recommendation in accordance with the Takeovers Code in the next two weeks.

For and on behalf of the Board,

Chris Castle
Managing Director