Rocklands Richfield Limited (RCI) and Shandong Energy Group Co., Ltd. (“Shandong Energy”) are pleased to announce that RCI and a subsidiary of Shandong Energy, Linyi Mining Group Co. Ltd (“Linyi”) have entered into a Bid Implementation Agreement (“BIA”) under which Linyi (or a subsidiary) has agreed to make an off-market cash takeover offer for all the issued shares in RCI at a price of $0.52 per share (the “Offer”). The Offer values RCI at approximately $206 million.
The majority of RCI Directors, including its Executive Chairman and majority shareholder, believe the price is highly attractive and therefore recommend shareholders accept the Offer, in the absence of a superior proposal.
The Offer price represents a:
- 79% premium to the closing price of RCI shares to 29 March 2012 of $0.29 per share, the last trading day prior to RCI’s announcement that it had received an indicative, non-binding and conditional proposal from Linyi to acquire all the issued capital in RCI;
- 83% premium to the one-month volume weighted average price (“VWAP”) of RCI shares to 29 March 2012 of $0.28 per share; and
- 73% premium to the price of $0.30 per share offered by Jindal Steel & Power (Australia) Pty Limited (“Jindal”) under its unsolicited on-market takeover bid for RCI in the first half of calendar 2011, which RCI’s independent directors rejected as not being in the best interests of RCI shareholders.
The majority of the RCI Directors’ support of the Offer follows careful consideration by them of the alternatives available to RCI, including proceeding with the development of RCI’s coal exploration projects on a stand alone basis.