71 Lytton Road East Brisbane Qld 4169
GPO Box 122 Brisbane Qld 4001
Phone: 61 7 3249 3060
Fax: 61 7 3249 3061 www.orionmetals.com.au
ABN 89 096 142 737
ASX RELEASE Postponement of Annual General Meeting 2 2 JUNE 2012
The Board of Orion Metals Limited ( Orion or ORM) has this
morning resolved to postpone its Annual General Meeting (
AGM) scheduled for this morning, 22 June 2012, at 11.00am (
AGM) to 11.00am on Wednesday 4 July 2012. The postponement of
the meeting is necessary to facilitate the correction of the
Bidder's Statement dated 31 May 2012 ( Bidder's Statement)
lodged by Australia Conglin International Investment Group
Pty Ltd ( Conglin G roup) with respect to the potential
effect that voting on Resolution 7 of the AGM may have on the
defeating conditions contained in the Bidder's Statement and
to enable shareholders of ORM the opportunity to review the
manner in which they vote at the AGM.
The venue for the postponed annual general meeting will be
Level 7, Waterfront Place, 1 Eagle Street, Brisbane. The
business to be transacted at this meeting remains unchanged.
Under the announcement by ORM and Conglin Group on 31 May
2012 regarding the proposed takeover
by Conglin Group, the agreed bid terms contained in Schedule
1 of the Bid Implementation Agreement attached to that
announcement specified that it was a condition of the
takeover offer that ORM will not issue any new shares in the
company except for the issue of shares to the shareholders of
Ultimate Resources Pty Ltd ( ULT or Ultimate ) in accordance
with the terms of the acquisition of ULT.
As previously announced by ORM , ORM has entered into
agreements with the shareholders of ULT to acquire the
balance of the shares in ULT not currently held by ORM in
return for the issue of shares in ORM. The issue of these
shares by ORM is subject to the approval of shareholders,
which is being sought under Resolution 7 at the AGM.
However, section 7.9(j)(ii) of the Bidder's Statement
prevents the issue of any shares by ORM during the period of
the takeover offer is open for acceptance ( Offer Period )
without an exclusion for the issue of the shares to the
shareholders of ULT.
Orion has raised this issue with the Bidder and been advised
that Conglin Group does not intend to exercise its rights
under clause 7.9(j)(ii) in the event that shares are issued
to ULT shareholders. Orion understands that Conglin Group has
made an announcement clarifying its intent in this regard to
the market. However the Board of Orion has concerns that
Orion shareholders (without the benefit of this statement of
clarification ) may have voted against the issue of share s
under Resolution 7 on the basis that such issue may
constitute the triggering of a defeating condition.
The Orion board has been approached by a number of parties
expressing concern over this issue and is of the view that
the postponement will entitle the Orion shareholders to make
a fully informed assessment on the transaction that is the
subject of Resolution 7.
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Orion Board Supports the Conglin Group Bid
The Orion board also takes this opportunity to reiterate its
continued recommendation for the b id proposed by the Conglin
Group (subject to any superior proposal being received) and
that nothing arising from the deficiency in the Bidders
Statement or otherwise has altered the Board's current view
in that regard.
Orion will seek to make further disclosure on this to its
shareholders and the market generally to ensure that
shareholders are updated in this regard.
David K Barwick
Chairman
D avid Barwick (Chairman)
Garry Gill (Chie f Operating Officer)
Orion Metals Limited
Phone: +61 7 3249 3060
Further information on Orion Metals Ltd. visit www.orionmetals.com.au
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