New Century Resources Ltd (ASX:NCZ) has been advised that the off-market takeover offer by Sibanye Australia Pty Ltd, a division of multi-national miner Sibanye Stillwater Ltd, to acquire up to 100% of the company is now open for acceptance by shareholders.
This follows Sibanye Australia becoming the controlling shareholder in New Century with an interest of 70.55%.
Under the terms of this offer, accepting New Century shareholders will receive A$1.10 cash per share held at the register date of 8.00am (Sydney time) on February 22, 2023.
Offer price premium
This price represents a premium of:
- 42.9% to the trading price of shares on the ASX at the close of trading on February 20, 2023, being the last trading day prior to the offer being announced;
- 21.5% to the one-month VWAP of shares to February 20, 2023; and
- 20.6% to the three-month VWAP of shares to February 20, 2023.
The Sibanye Australia offer will close at 7:00 pm (Sydney time) on April 11, 2023, unless extended or withdrawn.
Sibanye has 70.55% stake
In a statement, Sibanye Australia said:
“The offer delivers certain value in the form of cash consideration and importantly a liquidity opportunity for New Century shareholders.
“The offer price is best and final, and cannot be increased during the offer period, in the absence of a competing proposal.
“Given that Sibanye Australia currently has voting power in 70.55% of the shares, Sibanye Australia believes the likelihood of a competing proposal emerging for New Century is low.
“The offer is not subject to any minimum acceptance condition and is subject only to no 'prescribed occurrences' occurring in relation to New Century before the end of the offer period, meaning there is a high degree of certainty that if you accept, you will receive the offer price for each of your shares.
“Sibanye-Stillwater encourages all remaining New Century shareholders to now accept the offer.”
Buy order placed
In order to accommodate further New Century shareholders looking to sell on market, Sibanye Australia has placed a further buy order on the ASX and Cboe to purchase shares on market at or below the offer price.
These on-market purchases will further enable remaining New Century shareholders who are looking to sell their shares on market to dispose of their holdings in an orderly manner and receive payment on T+2 terms (being two business days after the date of the relevant transaction).
On the other hand, the consideration for any shares accepted into the offer would be paid on the earlier of the date that is:
The Bidder's Statement, including information on how New Century shareholders can accept the offer, has been dispatched to New Century shareholders.
About Sibanye-Stillwater
Sibanye-Stillwater is a mining and metals processing group with a diverse portfolio of mining and processing operations, projects and investments across five continents. It is also one of the foremost global recyclers of PGM autocatalysts and has interests in leading mine tailings retreatment operations.
The group has established itself as one of the world’s largest primary producers of platinum, palladium and rhodium and is also a top tier gold producer. It produces and refines iridium and ruthenium, nickel, chrome, copper and cobalt.
Sibanye-Stillwater has recently begun to diversify its portfolio into battery metals mining and processing and is increasing its presence in the circular economy by growing and diversifying its recycling and tailings reprocessing operations.