Impact of AIV rights issue on ASF Gold & Copper Pty Ltd's takeover bid
As you are aware, ASF Gold & Copper Pty Ltd (ACN 158 308 260) (ASFGC), a wholly owned subsidiary of ASF Group Limited (ASX: AFA) (ASF), has announced an off-market takeover bid for all the shares in ActivEX Limited (ACN 113 452 896) (ASX: AIV) that ASFGC does not currently own, for cash at 2 cents per share (ASFGC's Bid).
ASFGC's Bidder's Statement was lodged with the Australian Securities and Investments Commission and sent to AIV on 30 April 2013.
Last night, AIV announced that it is proceeding with a 3-for-5 non-renounceable rights issue at 1.2 cents per share (AIV Rights Issue) placing the shortfall out to possibly shareholders and potentially 3rd parties who are not existing shareholders.
This triggers a prescribed condition under the terms of ASFGC's Bid and entitles ASFGC to withdraw its bid.
In launching a rights issue at 1.2 cents per share, which is well below ASFGC's Bid at 2 cents per share, the directors (other than the representatives of ASFGC) of the AIV Board (Independent Directors) are, in effect, depriving AIV shareholders the opportunity to accept ASFGC's Bid and sell their AIV shares at a significantly higher price.
Given ASF and ASFGC's belief that AIV's shares are worth 2 cents per share, issuing shares at 1.2 cents under the AIV Rights Issue would devalue AIV to the detriment of all AIV shareholders.
Further, having consulted their legal advisors, ASF and ASFGC's directors strongly believe that:
• the AIV Board did not pass a valid resolution to approve the AIV Rights Issue;
• the AIV Rights Issue, in its current structure, is prohibited under ASX Listing Rule 7.9; and
• the Independent Directors of the AIV Board are not acting in the best interests of all AIV shareholders.
ASFGC is considering its options, and reserves all of its rights.