AURIONGOLD LIMITED 2002-06-26 ASX-SIGNAL-G
HOMEX - Sydney
+++++++++++++++++++++++++
LETTER TO SHAREHOLDERS
You will have received formal documentation from Placer Dome relating
to its unsolicited takeover Offer for all of your Shares in
AurionGold.
Placer Dome's Offer comes barely six months after the highly
successful merger of Delta Gold and Goldfields to form AurionGold. We
have delivered on the promises made at the time of this merger and
are experiencing growing market recognition of both the true
potential of AurionGold and the strategic importance of its
landholding in the Kalgoorlie region.
The potential of the recently merged entity and the progress we have
made to date have been reflected in the rapid rise in your company's
share price from $1.86 on the day before the merger with Delta Gold
was announced to $3.48 immediately before the announcement of the
Placer Dome Offer (the "Pre Offer Price").
Placer Dome is offering 17.5 of its shares for every 100 of your
AurionGold Shares. It is an all scrip otter with no cash component.
Since announcement of the Offer, the AurionGold share price has
consistently traded at a significant premium to the implied offer
price.
Your directors have carefully reviewed the advantages and
disadvantages of the current Placer Dome Offer.
Each of the directors of AurionGold recommends that, at this time,
you do not accept Placer Dome's Offer and that you delay taking any
action in relation to the Offer until further advice from your
directors.
This recommendation takes into account a number of important
considerations and uncertainties surrounding the Offer:
UNCERTAINTY OF VALUE
Placer Dome's all scrip Offer had a value of $4.51 per AurionGold
Share at the time it was announced. Its value has declined
significantly since announcement, owing to the fall in Placer Dome's
own share price.
At the time of writing to you, the initial offer premium of 30% to
the Pre Offer Price has fallen to a premium of approximately 10% to
the Pre Offer Price.
UNCERTAINTY OF CGT ROLLOVER RELIEF
Capital gains tax rollover relief will not be available for accepting
shareholders unless Placer Dome achieves acceptances for 80% or more
of AurionGold Shares.
ALTERNATIVE OPTIONS
Your directors will continue to consider alternative options,
including the potential for rival bids.
There are a number of other matters relevant to the Placer Dome Offer
which your directors urge you to consider. These are set out in
sections 1 and 4 of this Target's Statement and include:
* uncertainty about the longer term share price performance of Placer
Dome;
* the lower historic Placer Dome dividend compared to the AurionGold
dividend;
* Placer Dome's inability to frank its dividends, a particularly
important consideration for Australian shareholders;
* consequences for minority shareholders should Placer Dome achieve
control, but not full ownership, of your company; and
* the changed risk profile of your investment should you accept
Placer Dome's Offer.
Shareholders should consider the Placer Dome Offer having regard to
all the matters set out in this document as well as their personal
risk profile, investment strategy and tax position.
In the meantime, if you have any questions or would like to pass a
message on to your Board or management team, you should call
AurionGold's shareholder information line on 1800 65 65 68 between 10
am and 8 pm Monday to Friday. Alternatively, you can check our
website www.auriongold.com.au
The directors will advise shareholders promptly of any material
developments in relation to the value or terms of the Offer by Placer
Dome, any competing proposal for your AurionGold Shares, or any other
matters they consider to be material to the making of a decision by
shareholders.
Your directors will continue to pursue aggressively opportunities to
maximise value for you.
R F E Warburton
CHAIRMAN
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