West Australian gold explorer Focus Minerals Limited (ASX: FML) refers to the announcement by Theta Gold Mines Limited (ASX: TGM) on 4 January 2022, which included a copy of TGM’s replacement bidder’s statement relating to its off-market takeover offer for certain of the issued shares in the Company.
Replacement Bidder’s Statement – Take No Action Although
TGM has released its Replacement Bidder’s Statement, the Focus Board of Directors note that the TGM Offer will only be open for, and capable of, acceptance once the TGM Offer (together with the Replacement Bidder’s Statement) has been dispatched to Focus shareholders. The earliest time that this can occur is on or about 18 January 2022 (being 14 days after the Replacement Bidder’s Statement was lodged with ASIC, released to ASX and served on Focus).
Until Focus’ Board of Directors have issued their recommendation regarding the TGM Offer and Focus shareholders are in receipt of both the Replacement Bidder’s Statement and Focus’ Target’s Statement in response, the Focus Board of Directors continue to advise Focus shareholders to TAKE NO ACTION in relation to the TGM Offer, the Replacement Bidder’s Statement or any other documents shareholders may receive from TGM.
In the meantime, the Focus Board of Directors makes the following preliminary observations:
- The Replacement Bidder’s Statement contains extensive marked-up changes to the original bidder’s statement released by TGM to ASX on 20 December 2021 (Original Bidder’s Statement).
- These changes extend well beyond the waiver of the defeating conditions relating to Focus’ recently completed entitlement offer not proceeding. Specifically, these extensive changes encompass matters that seek to address numerous disclosure concerns with the Original Bidder’s Statement that were previously raised by Focus with TGM. Those disclosure concerns were raised to ensure that Focus shareholders are provided with a bidder’s statement that is complete, accurate, and meets legal requirement so that Focus shareholders are able to make an appropriately informed assessment of the TGM Offer.
- The Focus Board of Directors and its advisers are currently reviewing the extensive changes in the Replacement Bidder’s Statement to assess the extent to which Focus’ previously raised concerns have been addressed, as part of its continuing evaluation of the TGM Offer.
Shandong Gold Reject’s TGM Offer
Focus’ Board of Directors also wish to inform shareholders that shortly before it received the Replacement Bidder’s Statement, it received a letter from Shandong Gold International Mining Corporation Limited (Shandong Gold) informing the Focus Board of Directors that Shandong Gold does not support the TGM Offer and that it intends to REJECT the TGM Offer in its current form in respect of all of the Focus shares that Shandong Gold holds or controls. Shandong Gold currently holds or controls 63.18% of the shares in Focus.
The terms of TGM’s Offer as contained in Appendix 1 of the Original Bidder’s Statement have not changed. Nevertheless, as a matter of prudence and for completeness, the Focus Board of Directors has requested that Shandong Gold provide a written update of its intentions in relation to the TGM Offer following the release of TGM’s Replacement Bidder’s Statement, and will continue to keep the market informed following the receipt of any such update.