The information contained herein is restricted and is not for publication,
release or distribution, in whole or in part, directly or indirectly, in, into
or from the United States, Canada or Japan or to any other jurisdiction where
it is unlawful to do so or to residents or citizens of the United States,
Canada or Japan or to residents or citizens of any other jurisdiction where it
is unlawful to do so.
Kalahari Minerals plc / Ticker: KAH / Index: AIM / Sector: Mining & Exploration
17 December 2009
Kalahari Minerals plc (`Kalahari' or the `Company')
Recommended Offer to be made by Kalahari Minerals Pty Ltd a wholly owned
subsidiary of Kalahari for the entire issued ordinary share capital of Coronet
Kalahari, the AIM and NSX listed resource company with uranium, gold and base
metal interests in Namibia, announces that it intends, through its wholly
owned, recently incorporated, Australian subsidiary, Kalahari Minerals Pty Ltd,
to make a conditional off-market all share takeover bid for the entire issued
ordinary share capital of Coronet Resources Limited.
Coronet shareholders will be offered 1 Kalahari Share for every 1.705 Coronet
Shares held. The Offer values each Coronet Share at AU$1.85 per share and
Coronet, in aggregate, at approximately AU$50.4 million.
A valuation report will be prepared for the purposes of s.593 of the Companies
Act 2006. A copy of this report will be sent to Coronet shareholders in due
The Coronet Board has unanimously agreed to recommend that Coronet shareholders
accept the Offer and the major shareholders of Coronet have entered into
pre-bid acceptance agreements with Kalahari in respect of, in aggregate,
approximately 19.9 per cent. of the total issued ordinary share capital of
Coronet. In the event that the proposed Offer is accepted by all of the
shareholders of Coronet, Kalahari would issue a maximum of 16,000,617 Kalahari
Coronet is an Australian-based mineral exploration company. Its principal asset
is its shareholding of 16 million Kalahari Shares, representing an approximate
7.65 per cent. interest in Kalahari. Coronet is an unlisted public company
incorporated in Australia.
Mark Hohnen, the Chairman of Kalahari, is interested in 1,749,992 Coronet
Shares, representing approximately 6.4 per cent. of the entire issued ordinary
share capital of Coronet, held through his 60 per cent. interest in Oakhampton
Kalahari's key investments are its approximately 40.44 per cent. holding in
ASX, TSX and NSX listed Extract Resources Limited (www.extractresources.com)
and its approximately 45 per cent. interest in AIM listed North River Resources
plc (www.northriverresources.co.uk). Extract is developing the Husab Uranium
Project in Namibia, which includes the Rossing South uranium deposit which
already has a JORC compliant resource of 292 Mlb U308 grading 487 ppm.
Preliminary cost estimates demonstrate that Rossing South could support a
profitable, long life, low cost, low technical risk uranium mine producing
14.8Mlbs U3O8 per year, making it potentially one of the world's largest
uranium mines. North River has a portfolio of prospective copper, gold and
other base metal projects in Namibia. As at the close of business on 16
December 2009 (being the last business day prior to this announcement),
Kalahari had a market capitalisation of approximately £353.5 million based on a
total number of 209,181,128 Kalahari Shares in issue.
Highlights of the Offer
* Coronet shareholders who accept the Offer and who become shareholders in
Kalahari are expected to benefit from greater marketability and
transparency, as a result of being able to trade their Kalahari Shares
directly on AIM and NSX.
* The transaction will result in a broadening of Kalahari's shareholder base
and ownership profile, which the Kalahari Board believes should facilitate
trading in its shares and share liquidity to the benefit of all Kalahari
* The transaction will also provide Kalahari with control over Kalahari
Shares equivalent to 7.65 per cent. of Kalahari, which it may be able to
place with existing or new investors at a future date to provide additional
capital for Kalahari or potentially be cancelled thereby increasing the net
asset value per Kalahari Share.
The key terms of the Offer are summarised below:
The Offer will be effected by an off-market takeover bid under Chapter 6 of the
Corporations Act and will be made by Kalahari Australia. The Offer is subject
to a 90 per cent. minimum acceptance condition and other standard conditions
which are set out in Appendix A to this announcement. The Offer terms include a
provision that shareholders in Coronet who accept the Offer will not be
entitled to sell their Kalahari Offer Shares for a period of 90 days following
completion of the Offer.
The Kalahari Offer Shares will rank pari passu in all respects with all of the
existing issued Kalahari Shares.
Kalahari will make an application for the Kalahari Offer Shares to be issued
under the Offer to be admitted to trading on AIM and NSX.
Transaction Implementation and Offer Process
Kalahari and Coronet have entered into an Implementation Agreement, pursuant to
which the parties have agreed certain undertakings and arrangements to
facilitate the making of the Offer, the key terms of which are summarised
Further information regarding the Offer will be set out in the offer document
(prepared by Kalahari and known as the Bidder's Statement), which will be
dispatched to Coronet shareholders for their consideration, together with a
Target's Statement that will be prepared and published by the Coronet Board.
Kalahari and Coronet have agreed that the Bidder's Statement and the Target's
Statement will be simultaneously dispatched to Coronet shareholders. The
Company expects these documents to be posted to Coronet shareholders no later
than 20 January 2009.
Implementation Agreement and Pre-Bid Agreements
The following is a summary only of the key terms of the Implementation
Agreement between Kalahari and Coronet, pursuant to which the parties have
agreed certain arrangements in relation to the making of the Offer, and also of
the pre-bid agreements entered into between Kalahari and the major shareholders
(a) Recommended Offer
The Coronet Board has unanimously agreed to recommend that Coronet shareholders
accept the Offer in the absence of a Superior Proposal (as defined in the
Implementation Agreement). Each director of Coronet has also stated his
unconditional intention to accept, or procure the acceptance of, the Offer in
respect of any Coronet Shares that he or his associates own or control, in the
absence of a Superior Proposal.
(b) Pre-Bid Agreements with Major Shareholders
Major shareholders of Coronet including Mark Hohnen (and/or their related
parties) have agreed to accept the Offer in respect of in aggregate,
approximately 19.9 per cent. of the issued share capital of Coronet. They have
also agreed that any Kalahari Offer Shares to be issued to each of them under
the Offer will not be sold during the period ending on the earlier of 90 days
following completion of the Offer or an offer being made to acquire the entire
issued share capital of Kalahari, and for an additional 90 days following the
expiry of such period, not to sell their Kalahari Offer Shares unless Kalahari
has been notified of any such sale and has failed to find any purchaser within
48 hours of receiving the notification. The major shareholders have also
entered into a deed of warranties and indemnities pursuant to which they have
given certain warranties and indemnities to Kalahari in relation to Coronet,
including that on the completion of the Offer:
* Coronet will be the legal and beneficial owner of 16 million Kalahari
* Coronet will not have any material assets other than its holding of 16
million Kalahari Shares;
* Coronet will not have any material liabilities or obligations contingent or
otherwise other than the potential gains tax liability associated with the
potential disposal of Coronet's 16 million Kalahari Shares; and
* Coronet will have a net asset value which is not less than the market value
of Coronet's holding of 16 million Kalahari Shares prior to any potential
liability or cost (contingent or otherwise) that would or may arise from a
disposal (or deemed disposal) of those Kalahari Shares.
The major shareholders of Coronet will not be liable for any breach of warranty
under the deed of warranties and indemnities in respect of any claim or claims
under the warranties in excess of $500,000.
Coronet has agreed that other than in respect of any divestment, transfer or
surrender of Coronet's other material assets including its Licences, it will
discontinue any existing discussions which Coronet may be having with any third
party in relation to any Relevant Transaction.
Coronet has agreed that, during the Exclusivity Period, it will not (and shall
ensure that none of the directors, officers, advisers or agents of Coronet or
any of its subsidiaries shall) solicit, or initiate or encourage any
discussions with any third party or enter into any inducement or break fee
agreement or arrangement with any third party in relation to any Relevant
Transaction(s) by any such third party or any person connected with such third
party and the Kalahari Group will during the Exclusivity Period have the
exclusive right to negotiate for the acquisition of the entire issued and to be
issued share capital of Coronet.
Coronet has also agreed that if any third party approaches Coronet and/or
Coronet's advisers with regard to a Relevant Transaction(s), Coronet will
forthwith inform the Kalahari Group of such approach and any information or
access provided by Coronet or its advisers to the third party shall be
simultaneously provided to the Kalahari Group.
(d) Break Fee
Coronet has undertaken to pay Kalahari a break fee of £50,000 (exclusive of any
applicable VAT) within five business days of any of the circumstances or
actions triggering payment set out below having occurred:
* the recommendation of the Offer by the Coronet Board is withdrawn or
modified in a manner which is adverse to the likelihood of the Offer
becoming or being declared unconditional in all respects or any
announcement of any intention to this effect is made;
* at any time prior to the end of the Offer Period (as that term is defined
in the Corporations Act) a competing proposal is publicly announced by a
third party which is recommended by the Coronet Board; or
* there is a breach of any of the Pre-Bid Agreements on or before completion
of the Offer.
* * ENDS * *
Certain definitions apply throughout this announcement and your attention is
drawn to the list at the end of this announcement where these definitions are
set out in full.
For further information please visit www.kalahari-minerals.com or contact:
Mark Hohnen Kalahari Minerals Plc Tel: +61 (0) 8 9389 4488
Geoff Donohue Coronet Resources Limited Tel: +61 (0) 9423 5902
Simon Raggett Strand Hanson Limited Tel: +44 (0) 20 7409 3494
Stuart Faulkner Strand Hanson Limited Tel: +44 (0) 20 7409 3494
Rory Murphy Strand Hanson Limited Tel: +44 (0) 20 7409 3494
Richard Chase Ambrian Partners Ltd Tel: +44 (0) 20 7634 4700
Rory Scott Mirabaud Securities LLP Tel: +44 (0) 20 7878 3360
Hugo de Salis St Brides Media & Finance Ltd Tel: +44 (0) 20 7236 1177
Susie Callear St Brides Media & Finance Ltd Tel: +44 (0) 20 7236 1177
Information relating to Kalahari
Kalahari is an AIM and NSX listed mining exploration and evaluation group with
a portfolio of uranium, copper and base metal interests in Namibia.
The Company's key investments are its approximately 40.44 per cent. holding in
ASX, TSX and NSX listed Extract Resources Limited (www.extractresources.com),
which is developing the Husab Uranium Project, strategically located directly
south of Rio Tinto's producing Rossing Mine, and its approximately 45 per cent.
interest in AIM listed North River Resources plc.
Information relating to Coronet
Coronet is an Australian-based mineral exploration company whose primary focus
is in the African nation of Namibia. The Company's principal asset is its
approximately 7.65 per cent. interest in Kalahari. Coronet is an unlisted
public company incorporated in Australia.
This announcement is for information purposes only and does not constitute an
offer to sell or an invitation to purchase any securities or the solicitation
of any vote for approval in any jurisdiction, nor shall there be any sale,
issue or transfer of the securities referred to in this announcement in any
jurisdiction in contravention of applicable law. The Bidder's Statement to be
issued by Kalahari Australia will contain the full terms and conditions of the
Offer, including details of how the Offer may be accepted.
This announcement has been prepared for the purpose of complying with English
law and regulation and Australian law and regulation and the information
disclosed may not be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws of jurisdictions
outside the United Kingdom and Australia. The release, publication or
distribution of this announcement in certain jurisdictions may be restricted by
law (a `Restricted Jurisdiction'). Persons who are not resident in the United
Kingdom or Australia or who are subject to other jurisdictions should inform
themselves of, and observe, any applicable requirements
The Offer will not be made, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would violate the laws in that
jurisdiction, and the Offer is not capable of acceptance from or within a
Restricted Jurisdiction. Accordingly, copies of this announcement and all
documents relating to the Offer are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in, into or from
a Restricted Jurisdiction where to do so would violate the laws in that
jurisdiction, and persons receiving this announcement and all documents
relating to the Offer (including custodians, nominees and trustees) must not
mail or otherwise distribute or send them in, into or from such jurisdictions
as doing so may invalidate any purported acceptance of the Offer. The
availability of the Offer to Coronet shareholders may be affected by the laws
of the relevant jurisdictions in which they are resident. Persons who are not
resident in Australia or the United Kingdom should inform themselves of, and
observe, any applicable requirements.
This announcement includes certain `forward-looking statements'. These
statements are based on the current expectations of the management of Kalahari
and Coronet and are naturally subject to uncertainty and changes in
circumstances. The forward-looking statements contained herein may include
statements about the expected effects on Kalahari or Coronet of the Offer, the
expected timing and scope of the Offer, strategic options and all other
statements in this announcement other than historical facts. Forward-looking
statements include, without limitation, statements typically containing words
such as "intends", "expects", "anticipates", "targets", "estimates" and words
of similar import. By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on circumstances that will
occur in the future. There are a number of factors that could cause actual
results and developments to differ materially from those expressed or implied
by such forward-looking statements. These factors include, but are not limited
to, the satisfaction of the conditions to the Offer, as well as additional
factors, such as changes in economic conditions, changes in the level of
capital investment, success of business and operating initiatives and
restructuring objectives, customers' strategies and stability, changes in the
regulatory environment, fluctuations in interest and exchange rates, the
outcome of litigation, government actions and natural phenomena such as floods,
earthquakes and hurricanes. Other unknown or unpredictable factors could cause
actual results to differ materially from those in the forward-looking
statements. Neither Kalahari nor Coronet undertake any obligation to update
publicly or revise forward-looking statements, whether as a result of new
information, future events or otherwise, except to the extent legally required.
CONDITIONS OF THE OFFER
The Offer, which will be made by Kalahari Australia and will be governed by
Australian law and subject to the jurisdiction of the Australian Public
Authorities. In addition, the Offer will be subject to the terms and conditions
to be set out in the offer document. The Offer will be subject to the following
(a) Regulatory approvals
Before the end of the Offer Period, all Approvals that are required by law, or
by any Public Authority, as are necessary to permit:
(1) the Offer to be lawfully made to and accepted by Coronet shareholders; and
(2) the transaction contemplated by the Bidder's Statement to be completed
(including, without limitation, full, lawful and effectual implementation of
the intentions set out in the Bidder's Statement),
are granted, given, made or obtained on an unconditional basis, remain in full
force and effect in all respects, and do not become subject to any notice,
intimation or indication of intention to revoke, suspend, restrict, modify or
not renew the same.
(b) No regulatory action adversely affecting the Offer
Between the Announcement Date and the end of the Offer Period (each inclusive):
(1) there is not in effect any preliminary or final decision, order or decree
issued by any Public Authority;
(2) no action or investigation is announced, commenced or threatened by any
Public Authority; and
(3) no application is made to any Public Authority (other than by Kalahari
Australia or any associate of Kalahari Australia),
in consequence of or in connection with the Offer (including an application to,
or a decision or order of, ASIC or the Takeovers Panel in exercise of the
powers and discretions conferred by the Corporations Act except where such
inclusion is contrary to the Corporations Act or any other law or government
policy) which restrains, prohibits or impedes, or materially impacts upon, or
threatens to restrain, prohibit or impede, or materially impact upon, the
making of the Offer and the completion of any transaction contemplated by the
Bidder's Statement (including, without limitation, full, lawful, timely and
effectual implementation of the intentions set out in the Bidder's Statement)
or which requires the divestiture by Kalahari Australia of any Coronet Shares
or any material assets of Coronet or any subsidiary of Coronet.
(c) Minimum acceptance
At the end of the Offer Period, Kalahari Australia has relevant interests in at
least 90 per cent. of the entire issued ordinary share capital of Coronet.
(d) Net asset value of Coronet
At the end of the Offer Period, Coronet will have a net asset value which is
not less than the market value of the Kalahari Offer Shares ignoring any
liability or cost (contingent or otherwise) that would arise from a disposal
(or deemed disposal) of the Kalahari Offer Shares.
(e) Disposal or surrender of Licences
By the end of the Offer Period, Coronet will have sold, transferred, assigned
or disposed (including by surrender in accordance with the provisions of the
Mining Act) of the Licences.
(f) Material assets and liabilities of Coronet
By the end of the Offer Period, Coronet will not have any Material assets other
than the 16 million fully paid Kalahari Shares, and Coronet will not have any
Material liabilities or obligations contingent or otherwise other than the
potential capital gains tax liability associated with the potential disposal of
such Kalahari Shares. "Material" in the context of this clause (f) means any
assets, liabilities or obligations, whether actual or contingent, which are or
might reasonably be expected to represent an amount or quotation equal to
AU$50,000 or more.
(g) No material adverse change
(1) Between the Announcement Date and the end of the Offer Period (each
inclusive), no Material Adverse Change occurs to, is announced, or is otherwise
made public, or is made known to Kalahari or Kalahari Australia (whether or not
becoming public), in the business, financial or trading position, assets or
liabilities, profitability or prospects of Coronet, from that as at the
Announcement Date. "Material Adverse Change" in the context of this clause (g)
means any act, omission, event, change, condition, matter or thing the value of
which would be equal to AU$50,000 or more or could reasonably be expected to
have a value of AU$50,000 or more.
(2) Clause (g)(1) does not apply in relation to any particular information, if
that information was previously disclosed before the Announcement Date by
Coronet in a public filing with the ASIC or disclosed by Coronet to Kalahari or
Kalahari Australia in writing before the Announcement Date provided that any
disclosure was full and fair (including, without limitation, in relation to the
extent and magnitude of the event, change, condition, matter or thing, as the
case may be) and was not, and is not likely to be, incomplete, incorrect,
untrue, misleading or deceptive.
(h) No prescribed occurrences
Between the Announcement Date and the date that is 3 business days after the
end of the Offer Period (each inclusive), none of the following prescribed
occurrences (being the occurrences listed in section 652C of the Corporations
(1) Coronet converting all or any of its shares into a larger or smaller number
of shares under section 254H of the Corporations Act;
(2) Coronet or a subsidiary of Coronet resolving to reduce its share capital in
(3) Coronet or a subsidiary of Coronet entering into a buyback agreement or
resolving to approve the terms of a buyback agreement under subsections 257C(1)
or 257D(1) of the Corporations Act;
(4) Coronet or a subsidiary of Coronet making an issue of shares (other than
shares issued as a result of the exercise of existing options)[are there any
other options in issue?] or granting an option over its shares or agreeing to
make such an issue or grant such an option;
(5) Coronet or a subsidiary of Coronet issuing, or agreeing to issue,
(6) Coronet or a subsidiary of Coronet disposing or agreeing to dispose, of the
whole, or a substantial part, of its business or property;
(7) Coronet or a subsidiary of Coronet charging, or agreeing to charge, the
whole, or a substantial part, of its business or property;
(8) Coronet or a subsidiary of Coronet resolving that it be wound up;
(9) the appointment of a liquidator or provisional liquidator of Coronet or of
a subsidiary of Coronet;
(10) the making of an order by a court for the winding up of Coronet or of a
subsidiary of Coronet;
(11) an administrator of Coronet or of a subsidiary of Coronet being appointed
under sections 436A, 436B or 436C of the Corporations Act;
(12) Coronet or a subsidiary of Coronet executing a deed of company
(13) the appointment of a receiver, or a receiver and manager, other controller
(as defined in the Corporations Act) or similar official in relation to the
whole, or a substantial part, of the property of Coronet or of a subsidiary of
(i) No distributions
Between the Announcement Date and the end of the Offer Period (each inclusive),
Coronet does not announce, make, declare or pay any distribution (whether by
way of dividend, capital reduction or otherwise and whether in cash or in
The following definitions apply in interpreting this announcement, except where
the context makes it clear that a definition is not intended to apply:
AIM means the market known as AIM operated by London Stock Exchange plc.
AIM Rules means the rules applicable to companies whose securities are traded
on AIM and their advisers, as published by the London Stock Exchange from time
Announcement Date means the date of this announcement.
Approval means a licence, authority, consent, approval, order, exemption,
waiver, ruling or decision.
ASIC means the Australian Securities and Investments Commission.
Bidder's Statement means the bidder's statement to be lodged with ASIC by
Kalahari Australia under Part 6.5 of the Corporations Act in connection with
Coronet means Coronet Resources Limited ACN 009 056 044.
Coronet Board means the board of directors of Coronet.
Coronet Shares means ordinary shares in the capital of Coronet.
Corporations Act means the Australian Corporations Act 2001 (Cth).
Encumbrance means a mortgage, debenture, charge, encumbrance, lien, pledge,
assignment or deposit by way of security, bill of sale, lease, hypothecation,
hire purchase, credit sale, agreement for sale on deferred terms, option, right
or pre-emption, caveat, claim, covenant, interest or power in or over an
interest in an asset and any agreement or commitment to give or create any such
security interest or preferential ranking to a creditor including set off.
Exclusivity Period means the period commencing 11 November 2009 and ending on
the earlier of completion of the Offer, or 4 months from the date of the Offer.
Extract means Extract Resources Limited ACN 057 337 952.
Implementation Agreement means the letter agreement dated 11 November 2009
between Kalahari and Coronet as varied by letters dated 14 and 15 December 2009
between Kalahari and Coronet.
Kalahari means Kalahari Minerals plc a company incorporated in England and
Wales Registered Number 5294388 whose registered office is Suite 1B, 38 Jermyn
Street, London, SW1Y 6DN.
Kalahari Australia means Kalahari Australia Pty Ltd ACN 141 063 701, a wholly
owned subsidiary of Kalahari taken to be registered under the Corporations Act
in Western Australia.
Kalahari Board means the board of directors of Kalahari.
Kalahari Offer Shares means the new Kalahari Shares offered to Coronet
shareholders in exchange for their Coronet Shares in connection with the Offer.
Kalahari Shares means fully paid ordinary shares of 1 pence each in Kalahari.
Licences means the Exploration Licences E 04/1757, E 04/1899, E 04/1900, E 04/
1901 and E 04/1619 and Mining Lease M 04/91.
Mining Act means the Mining Act 1978 (WA).
North River means North River Resources plc.
NSX means the Namibian Stock Exchange.
Offer means the recommended offer to be made by Kalahari Australia to acquire
the entire issued ordinary share capital of Coronet.
Offer Period means the period during which the Offer is open for acceptance.
Public Authority means any government or any governmental, semi-governmental,
administrative, statutory or judicial entity, authority or agency, whether in
Australia or elsewhere (including the Takeovers Panel, ASIC and any court in
respect of proceedings under section 657G of the Corporations Act or
proceedings commenced by a person specified in section 659B(1) of the
Corporations Act in relation to the Offer except where that is contrary to the
Corporations Act or any law or government policy). It also includes any
self-regulatory organisation established under statute or any stock exchange.
Relevant Transaction means any possible offer for all of the issued share
capital of Coronet, or the acquisition of the Kalahari Shares held by Coronet,
or any other transaction inconsistent with the Offer.
Takeovers Panel means the panel appointed under Part 10 of the Australian
Securities and Investments Commission Act 2001 (Cth).
Target's Statement means the target's statement to be lodged with ASIC by
Coronet under Part 6.5 of the Corporations Act in connection with the Offer.
TSX means the Toronto Stock Exchange.
United Kingdom means the United Kingdom of Great Britain and Northern Ireland.
United States means the United States of America, its territories and
possessions, any state of the United States of America and the district of
Columbia and all other areas subject to its jurisdiction.
Based on the volume weighted average price of Kalahari Shares on AIM over the
one month period ended 15 December 2009 of £1.7505 or A$3.15at a £:A$ exchange
rate of £1:A$ 1.80. As the consideration offered comprises Kalahari Shares, the
value of the consideration will vary with the market price of Kalahari Shares.