JOHANNESBURG (miningweekly.com) – The Australian Takeovers Panel has declared the Waterberg Coal Company’s statements in relation to its hostile takeover offer for Firestone Energy as being deficient and ordered the company to dispatch a supplementary bidder’s statement.
This comes after Firestone Energy approached the panel in April, seeking a declaration of unacceptable circumstances in respect of the hostile takeover offer.
The panel found that the statements did not adequately disclose Haworth Finance’s shareholding in Waterberg, formerly known as Range River Gold, or the identities of the owners and controllers of the investors in Haworth. In March, Waterberg’s shareholders agreed to Haworth’s offer to buy 48.8% of Waterberg.
The Takeovers Panel said that the statements failed to adequately identify the lenders under the convertible financing facility between Waterberg, banker Standard Bank and the facility’s potential impact on Waterberg’s capital structure, while also not adequately informing Firestone shareholders of their exposure to the Waterberg coal project, given the contemplated capital structure of Waterberg.
Firestone has a right to a 60% participation interest in the Waterberg coal project, in South Africa. In December, Waterberg announced an off-market scrip bid for Firestone and in January Waterberg indicated that Firestone shareholders would have exposure to a 70% interest in the Waterberg project, whereas Firestone currently held a 60% interest.
In March, Waterberg increased the bid consideration to 1.25 of its own shares for every two Firestone shares held and declared the offer unconditional. On the same day, Waterberg’s shareholders agreed to the Haworth deal.
The Takeovers Panel also ordered Waterberg provide Firestone shareholders who had accepted the offer with a withdrawal right and extend its offer until at least seven days after the conclusion of the withdrawal right.
The panel would refer the matter of the ownership and control of certain of the Haworth trust beneficiaries to Australian Securities and Investments Commission for investigation.