Updated: 19 November 2018
Golden Energy and Resources Limited (SGX:AUE) and Asian Distressed Segregated Portfolio managed by Ascend Capital Advisors (S) Pte. Ltd. (collectively as bidders) made an on-market takeover offer to acquire remaining 68.1% stake in Stanmore Coal Limited (ASX:SMR) for approximately AUD 180 million on April 2, 2020. Bidders will pay AUD 1 per share of SMR. Petra Capital Pty Limited announced that Petra will, on behalf of bidders, offer to acquire on-market all fully paid ordinary shares in SMR. Petra on behalf of bidders will purchase at the offer price up to a maximum of 50.3 million SMR shares on-market from the date and time of this announcement (and up to before the Offer is open). Once the offer period commences, Petra (on behalf of Bidders) will purchase at the offer price all issued and to be issued SMR shares on-market (being all of the SMR Shares not already owned or controlled by bidders). Bidders have a relevant interest in 80.3 million SMR shares, which represents approximately 31.35% of the current issued share capital of SMR. The bidders intend to continue the business of SMR and maintain the employment of Stanmore Coal’s existing employees in the same capacity and on the same or substantially the same terms and conditions. As of April 3, 2020, Bidders have acquired 50.3 million shares of SMR on the market and now holds 51% stake in SMR.
If the bidders becomes entitled to compulsorily acquire all of SMR shares they intends to proceed with compulsory acquisition of all the SMR shares, procure that SMR is removed from the official list of ASX and replace all of the directors of SMR, other than Jimmy Lim, with its own nominees. Golden Energy and Resources proposes to fund its maximum commitment of AUD 78.37 million through its cash reserves. Asian Distressed Segregated Portfolio proposes to fund its maximum commitment of AUD 107.47 million through calling on undrawn capital commitments of $75 million (AUD 122 million) from investors in ADSP. The bidders have indicated that, following the Offer, they will reconstitute the Board of Stanmore so that it comprises a majority of Golden Investments nominees, and that, subject to the ASX Listing Rules.
The offer is an unconditional cash offer. On February 26, 2020, Bidders received written advice from the Treasurer of the Commonwealth of Australia (or his delegate) that the Commonwealth Government has no objections to the acquisition by Golden Investments of Stanmore Coal Shares. Bidders have already obtained approval from the Australian Foreign Investment Review Board. The board of Stanmore Coal Limited has formed a committee of independent directors to consider the offer and provide recommendations to shareholders. The committee comprises Stephen Bizzell, Neal O’Connor and Stewart Butel. As on April 7, 2020, Independent board committee recommends that Stanmore shareholders take no action at this stage in relation to the offer. The Independent Directors of Stanmore recommend shareholders to accept the offer for the reasons outlined in the target’s statement. If bidders satisfy the required thresholds, they intends to compulsorily acquire any outstanding Stanmore Shares (including any Stanmore Shares issued after the end of the offer period as a result of the vesting of Performance Rights) and performance rights, which have not been cancelled by stanmore, or acquired by bidder prior to the closing date, in accordance with the Corporations Act. As on May 5, 2020, Golden Energy and Resources Limited recommended the offer to the shareholders and announced that offer price will not be increased. The offer will officially be made during the period commencing April 17, 2020 and ending on May 18, 2020.
Petra Capital Pty Limited acted as financial advisor and Computershare Investor Services Pty Limited acted as registrar for bidders. Norton Rose Fulbright Australia acted as legal advisor for bidders. Mehigan LLP acted as foreign legal advisor for bidders. Citigroup Inc. acted as financial advisor for Jimmy Lim. Scott Birkett of BDO Corporate Finance acted as independent expert, Allens acted as legal advisor, Link Market Services acted as registrar, Citigroup Global Markets Australia Pty Ltd acted as financial advisor for Stanmore Coal Limited.
Golden Energy and Resources Limited (SGX:AUE) and Asian Distressed Segregated Portfolio managed by Ascend Capital Advisors (S) Pte. Ltd. completed the acquisition of additional 40.8% stake in Stanmore Coal Limited (ASX:SMR) on May 18, 2020. Golden Energy and Resources Limited (SGX:AUE) and Asian Distressed Segregated Portfolio managed by Ascend Capital Advisors (S) Pte. Ltd. held 203.7 million shares of Stanmore Coal as of closing. The bidders are not proceeding with compulsory acquisition.