Westgold Resources Limited [ASX: WGX] is pleased to provide this update and advise the Company has received significant incoming positive engagement from shareholders of Gascoyne Resources Limited [ASX: GCY – Gascoyne] regarding Westgold’s announcement of the intention to make an off-market takeover offer for all the issued shares in Gascoyne [Offer]. Westgold’s Offer is subject to the Firefly Scheme not proceeding and customary off-market takeover bid conditions including, inter alia, a minimum acceptance condition of 50.1%.1
- No constructive engagement to date from Gascoyne’s Board in relation to the Westgold Offer notwithstanding it is clearly superior to the proposed highly dilutive Firefly Scheme.
- Significant incoming and positive engagement from Gascoyne shareholders for the Westgold Offer.
- Westgold encourages Gascoyne shareholders to demand that its Board act in the best interests of Gascoyne shareholders and be provided the opportunity to consider and accept the Westgold Offer.
- Argonaut PCF and HopgoodGanim Lawyers appointed as advisors to Westgold.
Westgold advises all shareholders that it is expediting documentation in preparation to launch the Offer and ensure that Gascoyne shareholders are provided with an opportunity to consider and accept its Offer, as a superior technical and commercial alternative to what Westgold considers to be a highly dilutive proposed Scheme of Arrangement for Gascoyne shareholders with Firefly Resources Limited [Firefly].
Westgold intends to lodge its Bidders Statement with ASIC during the week commencing 10 October 2021.
Gascoyne shareholders should note however that under the Corporations Act, unless the Gascoyne Board otherwise agree to earlier dispatch, the Bidder’s Statement is not permitted to be sent to Gascoyne shareholders (and accordingly, the Westgold Offer cannot open) until at the earliest on the 14th day after the Bidder’s Statement has been lodged with ASIC and sent to Gascoyne.
Westgold’s Executive Director Wayne Bramwell, commented:
“It has been more than a week since Westgold announced its intention to make a bid on terms that are far superior to Gascoyne’s proposed merger with Firefly. Bemusingly, the Gascoyne Board has provided no guidance to Gascoyne’s shareholders nor to Westgold regarding the Board’s intentions on either the Firefly Scheme or the Westgold Offer.
The silence from the Gascoyne Board in relation to our Offer is in stark contrast with the volume of calls and emails we are receiving from Gascoyne shareholders wanting our Offer to be considered by their Board. Westgold knows the Gascoyne Board is cognisant of its fiduciary duty to its shareholders and would expect the Board to dutifully and proactively act to ensure their loyal shareholders have the opportunity to evaluate and respond to our value accretive proposition.”
1 Refer to Appendix 1 of the Westgold announcement dated 30 September 2021 for a full list of the proposed bid conditions.