Indophil Resources and Alsons Prime Investments Corporation (APIC) have executed a Scheme Implementation Agreement to effect the acquisition of 100% of the issued shares of Indophil by APIC under a Scheme of Arrangement.
APIC and its related entities in the Alsons Group are the largest holders of Indophil shares with 19.99% and APIC has offered to acquire all of the Indophil shares on issue not already owned by APIC under the scheme for Aus$0.30 cash per share. The acquisition price implies an equity value for Indophil of about Aus$361 million.
Indophil’s independent directors unanimously recommend that all Indophil shareholders vote in favour of the scheme in the absence of a superior proposal and subject to an independent expert finding that the scheme is in the best interests of shareholders.
Glencore Queensland Ltd holds about 13.1% of Indophil and advises that its intention is to vote to approve the scheme at the Indophil Scheme Meeting.
The proposed scheme removes exposure to the development risks for Indophil shareholders regarding the Tampakan Copper-Gold Project in the Philippines and provides shareholders with an opportunity to realize value for their shares in the form of cash at a significant premium to trading over periods in the last 12 months.
Alsons has been a shareholder of Indophil since 2009 and as a Philippine-based conglomerate has had a close strategic interest in the future of Tampakan, which is a globally significant undeveloped long-life, large-scale and low-cost copper deposit on the island of Mindanao. It contains can estimated 2.94 billion tonnes JORC-compliant mineral resource containing about 15 million tonnes of copper and 18 million ounces of gold.