EFDL Takeover

Eastern Field Takeover Offer – Independent Directors recommend shareholders consider ACCEPTING before the Offer closes on 30 March 2018:

On 6 October 2017, Finders Resources Limited received an unsolicited off-market takeover offer of $0.23 per Finders share by Eastern Field Developments Limited (Eastern Field).

Following the release of Eastern Field’s Bidder’s Statement and after careful consideration of the Offer, the Independent Directors advised shareholders to reject the Offer and take no action, due to the Offer not representing the fair value of Finders. This view was supported by the Independent Expert’s opinion that the Offer is neither fair nor reasonable.

The full Target’s Statement released by Finders on 5 December 2017, which included the Independent Expert’s Report, can be viewed here Confirmation of Release – Target Statement.
On 14 February 2018, Eastern Field declared the Offer unconditional. Then on 12 March 2018, Eastern Field declared the Offer price of $0.23 a share final, which means Eastern Field now cannot increase the Offer price.

On 19 March 2018, Eastern Field advised that had acquired a relevant interest in more than 50% of Finders shares, giving it a controlling interest in Finders.

While the Independent Directors of Finders continue to believe the Offer does not reflect the fair value of Finders, in light of the developments described above and the risks associated with remaining as a minority shareholder in Finders when it is controlled by Eastern Field, the Independent Directors now urge shareholders to quickly consider ACCEPTING the Offer before it is scheduled to close on Friday 30 March 2018 (which is Good Friday and a public holiday).

Because Friday 30 March 2018 is Good Friday and a public holiday, if you wish to accept the Offer you will need to make sure that your acceptance is received by Eastern Field by no later than Thursday, 29 March 2018.

A summary of the risks of remaining as a minority shareholder in Finders and reasons for the Independent Directors’ revised recommendation can be found in the Supplementary Target’s Statement here Confirmation of Release – FND – Second Supplementary Target’s Statement.

How to ACCEPT the Offer

Finders Shareholders who wish to ACCEPT the Offer need to act quickly. The Offer is currently due to close on Friday 30 March 2018. Because Friday 30 March 2018 is Good Friday and a public holiday, if you wish to accept the Offer you will need to make sure that your acceptance is received by Eastern Field by no later than Thursday, 29 March 2018. Shareholders may need to mail their acceptance forms to Eastern Field, so acting quickly is essential.

Instructions as to how to accept the Offer are set out in Eastern Field’s Bidder’s Statement Confirmation of Release – Bidders Statement, which was mailed to all Finders shareholders who held Finders shares on 24 October 2017 (the “Register Date” for the purposes of the Offer) and was released on the ASX on 20 November 2017 – see, in particular, pages 3 and pages 36 to 30 of the Bidder’s Statement.
You may only accept the Offer for all Your Finders Shares.

Depending on the nature of your holding, you may accept the Offer in the following ways:

1. Issuer sponsored shareholders
If Your Finders Shares are held on Finders’ issuer sponsored sub register (such holdings will be evidenced by an “I” appearing next to your holder number), to accept the Offer you must complete and sign the Acceptance Form enclosed with your Bidder’s Statement and return it to the address indicated on the form before the Offer closes.

If you do not have an Acceptance Form but wish to accept the Offer, you can download a blank Acceptance Form here Finders – Acceptance Form (Issuer sponsored holding). Please print the Acceptance Form and write: your name and address; your SRN (this code should commence with an “I” followed by up to an 11 digit number); and the number of shares that you hold, and return it to the address indicated on the form before the Offer closes.

To avoid delay, acceptances for Issuer sponsored holdings can be signed, scanned and emailed directly to: corporate.actions@automic.com.au

2. CHESS sponsored shareholders Finders – Acceptance Form (CHESS sponsored holding)
If Your Finders Shares are in a CHESS Holding (such holdings will be evidenced by an “X” appearing next to your holder number on the enclosed Acceptance Form), you may accept the Offer by either:
– contacting your Controlling Participant (normally your broker or the operator of the share trading platform through which you hold your shares) and instructing them to accept the Offer on your behalf in accordance with rule 14.14 of the ASX Settlement Operating Rules before the Offer closes; or
– completing and signing the Acceptance Form that was enclosed with your Bidder’s Statement and returning it to your Controlling Participant (normally your broker or the operator of the share trading platform through which you hold your shares), so that it is received in sufficient time for your Controlling Participant to effect acceptance before the Offer closes.

If for some reason you cannot accept the Offer by instructing your Controlling Participant to accept the Offer on your behalf in accordance with rule 14.14 of the ASX Settlement Operating Rules, and you do not have an Acceptance Form then you can download a blank Acceptance Form here Finders – Acceptance Form (CHESS sponsored holding).

Please print the Acceptance Form and write: your name and address; your HIN (this code should commence with an “X” followed by up to an 11 digit number); and the number of shares that you hold, and return it to your Controlling Participant (normally your broker or the operator of the share trading platform through which you hold your shares), so that it is received in sufficient time for your Controlling Participant to effect acceptance before the Offer closes.

Information line
If you have any questions about the Offer or how to accept it, please call the Finders Shareholder Information Line on 1300 648 874 (within Australia) or +61 2 8355 1000 (outside Australia).