Under the Offer, each Dacian shareholder will be entitled to receive the Base Offer Consideration comprising 0.1685 new Genesis shares for every one (1) Dacian share, implying a value for Dacian of
The Offer is a logical acquisition that consolidates ownership of complementary large-scale Resources and Reserves and a large-scale milling infrastructure. This consolidation will also unlock corporate cost benefits given the ability to operate from a single entity with a single ASX listing. Genesis' strategy, unveiled in
Genesis Managing Director,
The benefits of the Offer to Dacian shareholders include: Highly attractive premium of 88% to Dacian's last closing price and 130% to the previous Genesis takeover offer, increasing to 116% and 165% respectively if the Improved Offer Consideration becomes payable.
Reduced likelihood of future funding requirements and associated dilution risk for Dacian shareholders.
Opportunity to become a shareholder in Genesis and have continuing exposure to the enlarged group led by a management team with a proven track record of growth and shareholder returns.
Potential opportunity to benefit from Capital Gains Tax (CGT) scrip for scrip rollover relief in relation to the Base Offer Consideration or Improved Offer Consideration5.
Recommendation and pre-bid acceptance The Dacian Independent Board Committee intends to unanimously recommend that Dacian shareholders accept the Offer subject to no superior proposal emerging and subject to the Independent Expert opining and continuing to opine that the Offer is fair and reasonable or not fair but reasonable. Genesis has secured support for the Offer by way of a pre-bid acceptance agreement with associates of Mr Ed Eshuys for approximately 20 million Dacian shares (or 1.66% of Dacian shares)
Bid Implementation Deed
The BID sets out the respective rights and obligations of Genesis and Dacian in relation to the Offer, including certain 'ordinary course of business' obligations and warranties and representation on ordinary market terms. The BID contains various standard 'no shop', 'no talk', 'notification' and 'matching rights' provisions. Dacian has agreed that it will not solicit any competing proposal or participate in any discussions or negotiations in relation to any competing proposal subject to the fiduciary or statutory obligations of the Independent Dacian Directors. The BID also details circumstances under which Dacian may be required to pay a
Contact:
Tel: +61 8 9323 9050
Email: investorrelations@genesisminerals.com.au
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