PT Cakra Mineral Tbk (CKRA) and Cokal Limited have entered into a bid implementation agreement under which CKRA will make a conditional off market takeover bid for all of the shares in Cokal. The cash consideration of the offer values Cokal at approximately Aus$75.45 million.
Under the Offer, Cokal shareholders will be given the choice of scrip or cash consideration, comprising either a share based consideration of 10.327 CKRA shares for every 1 Cokal share; or a cash consideration of Aus$0.16 per Cokal share.
The cash consideration represents:
• An 81.8% premium to the last traded price of Cokal shares on ASX on April 28, 2015 of 8.8 cents; and
• A 68.4% premium to the last traded price of Cokal shares on ASX on February 25, 2015 (being the last date on which Cokal shares were traded on ASX before announcement of CKRA’s indicative takeover proposal) of 9.5 cents.
CKRA intends to raise approximately US$100 million by way of a rights issue fully underwritten by PT Sinarmas Sekuritas.
CKRA has advised Cokal that discussions are well advanced with the proposed underwriter and CKRA is confident of securing the necessary underwriting support. At the same time, CKRA has advised Cokal that the proposed capital raising and offer is novel for an Indonesian listed company and that there are likely to be new regulatory issues which will need to be worked through with the Indonesian authorities, CKRA’s shareholders and investors.
CKRA is an Indonesia-based investment company primarily engaged in mineral industry. It currently operates its business through its subsidiaries which engages in iron ore mining and which produces zircon sand. It is also in the process of developing a nickel iron processing operation.
CKRA wishes to build an Indonesian resource and mineral processing company and is actively seeking opportunities to acquire companies with good fundamental assets and strong management and provide it the necessary financial ability and corporate support to grow these assets into positive cash flow sources.
CKRA is working with and is supported by PT Sinarmas Sekuritas which is part of the Sinar Mas Group, one of Indonesia’s largest conglomerates, with considerable reputation in Indonesia and financial substance.
CKRA’s objective for Cokal is to develop a sustainable mining asset and create shareholder value and maximize shareholder returns.
Each of the Cokal directors intend to unanimously recommend the bid to Cokal shareholders and to accept the offer in respect of all of the Cokal shares they control, in the absence of a superior proposal and subject to completion of satisfactory diligence of CKRA and the bid.