ADN: Bidder's Statement
MEP.AX
For personal use only
3 December 2021
ASX Market Announcements Office
ASX Limited
20 Bridge Street
Sydney NSW 2000
Off-market takeover bid by Andromeda Metals Limited (ASX:ADN) for Minotaur Exploration Limited (ASX:MEP) (Offer)
We act for Andromeda Metals Limited ACN 061 503 375 (Andromeda).
In accordance with item 5 of section 633(1) of the Corporations Act 2001 (Cth) (Act), we enclose a copy of Andromeda's Bidder's Statement dated 3 December 2021 in relation to Andromeda's off-market takeover bid for all of the ordinary shares in Minotaur Exploration Limited ACN 108 483 601.
A copy of the Bidder's Statement was lodged with the Australian Securities and Investments Commission and sent to Minotaur Exploration Limited earlier today.
For the purposes of sections 633(2) and 633(4) of the Act, Andromeda has set 7.00pm (AEDT) on 3 December 2021 as the register date.
Yours faithfully
MinterEllison
Andrew Corletto
Partner
Partner Andrew Corletto T: +61 8 8233 5420
OUR REF: 1360569 enclosure
Level 10 Grenfell Centre 25 Grenfell Street Adelaide SA 5000 PO Box 1272 Adelaide SA 5001 Australia DX 131 Adelaide T +61 8 8233 5555 F +61 2 8233 5556 minterellison.com
ME_193471006_1
For personal use only
Bidder's Statement
ACCEPT
the Offer by Andromeda Metals Limited to acquire all of your shares in Minotaur Exploration Limited for 1.15 Andromeda Shares for every Minotaur Share you hold
This Offer opens on 8 December 2021 and will close at 7.00pm (AEDT) on 31 January 2022, unless extended or withdrawn.
The Minotaur Directors unanimously recommend that you ACCEPT the Andromeda Offer, in the absence of a superior proposal.
THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT ABOUT HOW TO DEAL WITH THIS DOCUMENT, YOU SHOULD CONSULT YOUR LEGAL, FINANCIAL OR OTHER PROFESSIONAL ADVISER.
Important Information
Nature of this document
This document contains a Bidder's Statement onlyissued by Andromeda to Minotaur under
Chapter 6 of the Corporations Act in relation to the Offer contained in section 14 of this Bidder's Statement.
This Bidder's Statement is dated 3 December 2021, being the date that a copy of this Bidder's Statement was lodged with ASIC and given to ASX. Neither ASIC nor ASX nor any of their
userespective officers take any responsibility for the content of this Bidder's Statement.
No account of your personal circumstances
This Bidder's Statement and the recommendations contained herein should not be taken as personal advice (financial or otherwise), as they do not take into account the
personalindividual investment objectives, financial and tax situation and particular needs of any Minotaur Shareholder. Accordingly, before making a decision whether or not to accept the Offer, you should obtain independent legal, financial and tax advice.
Disclaimer as to forward looking statements
Statements contained in this document may contain forward-looking statements including statements with respect to Andromeda's current intentions (which include those in section 9), statements of opinion and predictions of possible future events. Statements in this document that are not historical facts are "forward-looking statements".
Forward-looking statements relate to future Formatters and are subject to inherent risks and
uncertainties. These risks and uncertainties include risks that are specific to the mineral resources industry as well as matters such as general economic conditions, prevailing exchange rates and conditions in the financial markets. Many of these risks are outside the control of Andromeda and its directors. These factors may cause the actual results, performance or achievements of Andromeda to differ, perhaps materially, from the results, performance or achievements expressed or implied by those forward-looking statements.
The past performance of Andromeda is not a guarantee and not an indicator of future performance.
The forward-looking statements do not constitute a representation that future profits (or any other matter) will be achieved in the amounts or by the dates indicated and are presented as a guide to assist Minotaur Shareholders in assessing the Offer. The financial information and other forward-looking statements are based on information available to Andromeda at the date of this Bidder's Statement and should be read in conjunction with the assumptions underlying their preparation as set out elsewhere in this Bidder's Statement.
None of Andromeda, or its officers, or persons named in this Bidder's Statement with their consent or any person involved in the preparation of this Bidder's Statement makes any representation or warranty (express or implied) as to the accuracy or likelihood of fulfilment of any forward-looking statement, or any intentions or outcomes expressed or implied in any forward-looking statement, except to the extent required by law. You are cautioned not to place undue reliance on any forward-looking statement having regard to the fact that the outcome may not be achieved.
Disclaimer as to Minotaur information
The information in this Bidder's Statement concerning Minotaur, Minotaur Group and Minotaur Shares has been prepared by Andromeda using publicly available information and has not been independently verified by Andromeda or its directors. Accordingly, subject to the Corporations Act, Andromeda makes no representation or warranty, express or implied, as to the accuracy or completeness of such information.
To the extent that any other information in this Bidder's Statement incorporates or reflects information on Minotaur, Minotaur Group or Minotaur Shares, that information is subject to the same disclaimer. Further information relating to the Minotaur Group may be included in Minotaur's Statement which Minotaur must
provide to Minotaur Shareholders in response to this Bidder's Statement, and reference should be made to that information.
Foreign jurisdictions
onlyThe release, publication or distribution of this Bidder's Statement in jurisdictions other than Australia may be restricted by law or regulation in such other jurisdictions and persons who come into possession of it should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable laws or regulations.
useThis Bidder's Statement has been prepared in accordance with Australian law and the information contained in this Bidder's Statement may not be the same as that which would have been disclosed if this Bidder's Statement had been prepared in accordance with the laws and regulations outside Australia. The availability of the Offer to persons who are not resident in
personaland citizens of Australia may be affected by the laws of the relevant jurisdictions in which they are located. This Bidder's Statement does not constitute an offer of securities in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer. No action has been taken to register or qualify Andromeda or to otherwise permit a public offering of Andromeda Shares outside Australia.
In offering Andromeda Shares under the Offer to Minotaur Shareholders in New Zealand, Andromeda is relying on the Securities Act (Overseas Companies) Exemption Notice 2013. This document is not a prospectus or an investment statement under New Zealand law and may not contain all the information that a prospectus or investment statement under New
ForZealand law is required to contain.
Minotaur Shareholders who are residents outside of Australia or New Zealand should refer to section 13.7 of this Bidder's Statement for further details.
Privacy
Andromeda has collected your information from the Minotaur Register for the purpose of making the Offer and, if accepted, administering acceptance over your holding of Minotaur Shares and paying the Offer Consideration. The
type of information Andromeda has collected about you includes your name, contact details and information on your holding of Minotaur Shares or holding of securities convertible in shares to Minotaur (as applicable). Without this information, Andromeda would be hindered in its ability to carry out the Offer. The Corporations Act requires the name and address of holders of Minotaur Shares and holders of securities convertible into Minotaur Shares to be held in a public register. Your information may be disclosed on a confidential basis to Andromeda's related bodies corporate and external service providers (such as the share registry of Andromeda and Minotaur, print and mail service providers) and may be required to be disclosed to regulators such as ASIC. If you would like details of information about you held by Andromeda, please contact company secretary Andrea Betti at the address shown below. Andromeda's privacy policy is available at
https://www.andromet.com.au/assets/Docume nts/Policies/Privacy-Policy-2021Final.pdf. The registered address of Andromeda is 69 King William Road, Unley, South Australia 5061.
Defined terms
A number of defined terms are used in this Bidder's Statement. Unless the contrary intention appears or the context requires otherwise, such terms are defined in section 15 of this Bidder's Statement (and in various other locations throughout this document).
Unless the contrary intention appears or the context requires otherwise, words and phrases used in this Bidder's Statement have the same meaning and interpretation as in the Corporations Act. All amounts are in Australian dollars unless otherwise stated.
Maps and diagrams
Diagrams and maps appearing in this Bidder's Statement are illustrative only and may not be drawn to scale. Unless stated otherwise, all data contained in charts, maps, graphs and tables is based on information available at the date of this Bidder's Statement.
use only
Bidder's Statement
Key Dates
Date of announcement
10 November 2021
Date of Bidder's Statement
3 December 2021
Offer opens
8 December 2021
Offer closes, unless extended or
7.00pm (AEDT) on 31 January 2022
withdrawn
How to Accept the Offer
You may only accept the Offer in respect of all your Minotaur Shares. Acceptances must be received before the Offer closes. To accept the Offer, you should proceed as follows:
1.
Read
Read this document in full.
2.
Consult
Consult your legal, financial or other professional adviser if you are in
any doubt as to what action to take or how to accept the Offer.
personal
3. For Issuer Sponsored Holdings
Securityholder Reference Number beginning with "I"), you may accept the Offer online or by using the Issuer Acceptance Form.
acceptance form, complete the Issuer Acceptance Form in accordance with the instructions on it and return it by post to the address on the Issuer Acceptance Form so that it is received before 7.00 pm (AEDT) on the last day of the Offer Period.
For
4. For CHESS Holdings
(Holder Identification Number beginning with "X"), you may accept
the Offer online, by using the CHESS Acceptance Form, or by contacting your Controlling Participant. To accept the Offer, you must comply with the ASX Settlement Operating Rules by doing one of the following:
This is an excerpt of the original content. To continue reading it, access the original document here.
Disclaimer
Minotaur Exploration Ltd. published this content on 03 December 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 December 2021 06:51:04 UTC.