Sino Construction to bid to take over Australia’s GUF

Mainboard-listed Sino Construction Ltd intends to make an off-market takeover bid to acquire Australian-listed Guildford Coal (GUF).

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Sino Construction to bid to take over Australia’s GUF

Mindy Tan
26 September 2014

Mainboard-listed Sino Construction Ltd intends to make an off-market takeover bid to acquire Australian-listed Guildford Coal (GUF).

The takeover bid will be made at a bid price of A$0.0613 (S$0.0689) per GUF share. The consideration will be satisfied via an allotment and issue of one new ordinary share in Sino Construction for every 4.5 GUF shares.

Based on the issued and paid-up share capital of GUF, up to 229,639,650 new shares may be issued as the consideration for the takeover bid, said Sino Construction on Thursday.

This takeover bid follows the group entering non-binding terms with GUF to acquire all of the latter’s coal assets in Australia for a total consideration of US$25 million and a payment of ongoing royalty.

The management of Sino Construction is now of the view that it is more advantageous to acquire all of GUF’s assets, including its coal-producing assets in Mongolia, said Sino Construction.

GUF is a mineral resources company that has coal-mining projects in Queensland, Australia and Mongolia that are in various stages of development. The Mongolian projects having commenced production.

The JORC-compliant (Joint Ore Reserves Committee) indicated and inferred resources of GUF’s Australian projects consist of 2.13 billion tonnes of coking, high-grade thermal, and pulverised coal injection (PCI) coal and a potential exploration target of up to 7.17 billion tonnes of coal from its 18,000 square kilometres of tenements.

The Mongolian projects, which have total JORC resources of 290 million tonnes of coal, are valued by GUF at A$300-400 million on a pre-tax net present value basis.

Subject to discussions with GUF, Sino Construction intends to retain GUF’s management and operational team following the completion of the takeover. This will allow it to leverage the GUF team in its transformation into a major coal player, said the group.

Separately, Sino Construction is proposing to change its name to “Magnum Strategic Resources Ltd” to better reflect the group’s new strategy and scope of operations in the future.

It has embarked on a diversification path since early 2014, by acquiring and holding multiple and diversified mineral and energy resources assets (including mines). It has also been actively pursuing and acquiring new investment opportunities in the sector, with the goal of transforming itself into a mineral and energy resources business.

Sino Construction chairman Andy Chee said: “With its large coal resource base and producing coal assets, the proposed takeover of Guildford completes the blueprint for the platform upon which Sino Construction will build its new mineral and energy resources business.”

Sino Construction ended trading unchanged at 31 cents a share on Thursday.

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