abelle- towie , page-2

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    Hi Brunette 2 No this is not a stock that I follow but here is an update on what is happening and the meeting is today A Good long read also Regards Good Trading for you this year Regards Towie








    Proposed Merger-Aurora Gold Ltd & Abelle Ltd -Part A

    Document date: Fri 06 Dec 2002 Published: Fri 06 Dec 2002 13:31:52
    Document No: 229250 Document part: A
    Market Flag: N
    Classification: Other
    AURORA GOLD LIMITED 2002-12-06 ASX-SIGNAL-G

    HOMEX - Perth

    +++++++++++++++++++++++++
    PROPOSED MERGER OF
    Aurora Gold Ltd ACN 006 568 850 and

    Abelle Limited ACN 087 480 902

    AURORA DIRECTORS UNANIMOUSLY RECOMMEND YOU VOTE FOR THE MERGER AT THE
    SHAREHOLDERS' MEETING TO BE HELD AT 10.00AM ON 9 JANUARY 2003 AT ROOM
    1, KINGS PARK FUNCTION CENTRE, FRASER AVENUE, WEST PERTH, WESTERN
    AUSTRALIA.


    IMPORTANT DATES

    Latest date for lodgement of proxies(1) 10.00 am 08 January 2003

    Scheme Meeting of Aurora Shareholders 10.00 am 09 January 2003

    Court hearing for approval of the Scheme
    of Arrangement 14 January 2003

    Effective Date of the Merger 15 January 2003

    Suspension of Aurora Shares from ASX
    trading Close of trading 15 January 2003

    Trading of new Abelle Shares and
    Abelle Options Open of trading 16 January 2003
    commences on the ASX on a deferred
    delivery basis

    Date for determination of
    entitlements to Abelle Shares 5.00 pm 22 January 2003
    and Abelle Options

    Allotment of new Abelle Shares
    and Abelle Options 28 January 2003

    All dates subsequent to the meeting of Aurora Shareholders are
    indicative only and may change.

    All times are Western Standard Time (WST) unless stated otherwise.

    (1) Proxies must be received no later than 24 hours before the
    meeting.

    LETTER FROM THE CHAIRMAN OF AURORA GOLD LTD

    On 22 August 2002, Aurora Gold Ltd ("Aurora") and Abelle Limited
    ("Abelle") announced their intention to merge by way of a scheme of
    arrangement. The Merger will result in a group with greater market
    relevance, increased financial resources, an attractive blend of gold
    assets at various stages of exploration, development and production
    and a growth-oriented management team.

    In this Explanatory Statement we have outlined the key details of the
    Merger, the benefits it is expected to deliver to you, the reasons we
    believe you should vote for it and other information material to your
    decision to approve the Merger. We urge you to read it carefully.

    Under the Merger, you will receive five Abelle Shares and one Abelle
    Option for every ten Aurora Shares you hold. Aurora will become a
    wholly-owned subsidiary of Abelle and former Aurora Shareholders will
    own approximately 50% of the Abelle Shares and approximately 21% of
    the Abelle Options.

    The potential benefits of the Merger include:

    * an uplift in value of your investment. At the time of the
    announcement, the consideration you will receive represented a
    premium of 47% over the price your Aurora Shares traded in the month
    prior to the announcement. The value you ultimately receive will
    depend on the market price of the Abelle Shares and Abelle Options
    when issued;

    * the involvement of Abelle's successful management team, including
    the introduction of Peter Cook as Managing Director and Chief
    Executive Officer of Abelle after the Merger is completed;

    * access to cash flow from Abelle's Gidgee Project following the
    successful closure of Aurora's Mt Muro Project in Indonesia;

    * an enhanced capacity to unlock value from the Morobe and Wafi
    Projects in Papua New Guinea;

    * an improved financial position and capacity to raise funds;

    * the opportunity to participate in upside from Abelle's assets and
    exploration; and

    * enhanced market appeal and improved share trading liquidity.

    The Aurora Directors unanimously support the Merger and recommend you
    vote "for" the Merger. You can cast your vote by completing and
    returning the enclosed proxy form, or in person at the Scheme Meeting
    to be held at 10.00 am on 9 January 2003 at Room 1, Kings Park
    Function Centre, Fraser Avenue, West Perth, Western Australia.
    Details of how to vote are set out on page 4.

    All of the Aurora directors holding Aurora Shares intend to vote
    their shares for the Merger.

    We look forward to your support. If you have any questions about the
    Merger you can call our company secretary, Michael Boud, on (61 8)
    9424 3500 or 1800 632 666. You can also visit the Aurora website at
    www.auroragold.com.au and the Abelle website at www.abelle.com.au to
    access all Aurora and Abelle reports and announcements.

    R E S Argyle
    CHAIRMAN


    KEY FEATURES OF THE MERGER

    THE MERGER INTRODUCTION

    On 22 August 2002, Aurora and Abelle announced their intention to
    merge by way of a scheme of arrangement.

    The Merger requires the approval of Aurora Shareholders. If the
    Merger is implemented, Aurora will become a wholly-owned subsidiary
    of Abelle, will be delisted from the ASX and former Aurora
    Shareholders will own approximately 50% of the Abelle Shares and
    approximately 21% of the Abelle Options. Abelle will continue to be
    listed on ASX.

    It is proposed that the board of the Merged Group will comprise the
    current Abelle Board, expanded through the proposed appointment of
    two Aurora directors, Michael Jefferies and Geoffrey Loftus-Hills.
    After the Merger is completed, it is intended that Peter Cook will be
    appointed as Managing Director and Chief Executive Officer of Abelle.

    WHAT AURORA SHAREHOLDERS WILL RECEIVE

    If the Merger is approved your Aurora Shares will be transferred to
    Abelle and you will receive five Abelle Shares and one Abelle Option
    for every ten Aurora Shares ("Scheme Consideration"). Any fractional
    entitlement of a holder will be rounded up to the next whole number.

    1.3 THE VOTE AND OTHER APPROVALS

    For the Merger to proceed, Aurora Shareholders must approve it at the
    Scheme Meeting. The vote must be supported by a majority in number of
    Aurora Shareholders present and voting at the Scheme Meeting either
    in person or by proxy.

    Shareholders voting in favour (in person or by proxy) must account
    for at least 75% of the votes cast. If approved by Aurora
    Shareholders, the Court will be asked to approve the Scheme of
    Arrangement. You are entitled to vote in person or by proxy if you
    are registered as an Aurora Shareholder at 10.00am on 8 January 2003.

    1.4 SUPPORT OF AURORA DIRECTORS

    The Aurora Directors recommend that Aurora Shareholders vote "for"
    the Merger. The reasons for this recommendation are set out in
    Section 2 below.

    All Aurora Directors intend to vote the Aurora Shares held by them
    for the Merger at the Scheme Meeting.

    1.5 CONDITIONS

    The implementation of the Scheme of Arrangement is subject to the
    fulfilment or waiver of various conditions. The conditions are set
    out in full in the Implementation Agreement and described in Sections
    8.2 and 8.3. The key conditions are as follows:

    * approval of the Scheme of Arrangement by Aurora Shareholders in
    accordance with the Corporations Act;

    * receipt of all necessary regulatory and third party approvals,
    including approval of the Court under the Corporations Act;

    * no material adverse change (as defined in the Implementation
    Agreement), affecting the assets or financial positions of Aurora or
    Abelle, occurring prior to the Scheme Meeting;

    * no "prescribed occurrences" (being broadly the events set out in
    section 652(C)(1) and (2) of the Corporations Act), affecting Aurora
    or Abelle, arising prior to the first day of the Court hearing for
    the purpose of approving the Scheme of Arrangement; and

    * no superior competing proposals (as defined in the implementation
    agreement) for aurora or abelle are made or announced prior to the
    scheme meeting.
    The Implementation Agreement also contains restrictions on the
    ability of both Aurora and Abelle to solicit competing proposals from
    other parties.

    1.6 TIMING FOR IMPLEMENTATION

    The key dates for implementation of the Scheme of Arrangement (which
    are approximations only and may be subject to change) are set out on
    page 1 of this Explanatory Statement.

    1.7 IMPACT ON TRADING IN AURORA AND ABELLE SECURITIES

    Key dates for trading in Aurora Shares, Abelle Shares and Abelle
    Options are as follows. These dates are approximations only and may
    be subject to change.

    EVENT DATE

    Trading in Aurora Shares ceases

    Close of trading 15 January 2003

    Trading in new Abelle Shares and Abelle Options commences on a
    deferred delivery basis

    16 January 2003

    Record Date for determining entitlement to receive Scheme
    Consideration

    5.00pm WST 22 January 2003

    Holding statements dispatched to former Aurora Shareholders and
    deferred delivery basis for trading ceases

    30 January 2003
    Further details in relation to the impact of the Scheme of
    Arrangement on trading in Aurora Shares and Abelle Shares and Abelle
    Options issued under the Scheme of Arrangement are contained in
    Section 8.10.

    The Scheme of Arrangement will have no impact on the trading status
    of Abelle Shares and Abelle Options; that is, no trading halt or
    suspension of trading will be imposed in relation to Abelle
    securities as a consequence of the Scheme of Arrangement.

    If you are in any doubt as to the impact on trading, contact your
    financial adviser or broker.

    1.8 FOREIGN SHAREHOLDERS

    Abelle presently intends to issue the Scheme Consideration to Foreign
    Shareholders with registered addresses in the UnitedKingdom, New
    Zealand and Hong Kong.

    However, Abelle will not be obliged to issue Scheme Consideration to
    a Foreign Shareholder unless it is satisfied that the laws of the
    relevant country permit the issue of Scheme Consideration, either
    unconditionally or after compliance with conditions which Abelle in
    its sole discretion regards as acceptable and not unduly onerous.

    If Abelle does not issue Scheme Consideration to a Foreign
    Shareholder, then the Abelle Shares and Abelle Options it would have
    issued to that shareholder will be issued to a nominee selected by
    Abelle. That nominee will sell those shares and options as soon as
    reasonably practicable and account to each Foreign Shareholder for
    their proportion of the net proceeds of sale.

    Foreign Shareholders, and particularly shareholders with registered
    addresses outside New Zealand, the United Kingdom and Hong Kong,
    should refer to Section 8.9 for more details.

    Section 1. KEY FEATURES OF THE MERGER

    7.1.9 TAX CONSEQUENCES

    Aurora Shareholders resident in Australia are expected to be eligible
    to receive Capital Gains Tax ("CGT") rollover relief in respect of
    the Abelle Shares received as part of the Scheme Consideration, but
    will not be eligible for rollover relief on that portion of any
    capital gain that relates to Abelle Options received. Further
    information on the Australian taxation implications is set out in the
    taxation report prepared by Ernst & Young, which is set out in its
    entirety in Section 6. You are urged to read the Ernst & Young report
    carefully. Contact your taxation advisers directly if you require
    further advice on the taxation implications of the Merger.


    1.10 Information on Aurora, Abelle and the Merged Group Sections 3, 4
    and 5 of this Explanatory Statement contain information on Aurora,
    Abelle and the Merged Group respectively and the risks associated
    with the Merger. The information relating to Abelle contained in this
    Explanatory Statement has been provided by Abelle and its directors
    and Abelle is solely responsible for it.


    A copy of the full announcement, including Merger Document is
    available in PDF format on www.asx.com.au. Alternatively it is
    available for purchase from ASX Customer Service on 1 300 300 279.


 
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