Announced by:AURIONGOLD LIMITED (AOR) Announced on: 31/07/2002 20:35:36 Part: B 798 words
AURIONGOLD LIMITED 2002-07-31 ASX-SIGNAL-G
HOMEX - Sydney
+++++++++++++++++++++++++ LETTER TO SHAREHOLDERS
You should be aware that Placer Dome has revised its takeover offer for your shares. On Monday, 29 July, Placer Dome amended its offer by adding a cash payment of A$0.35 per AurionGold share to the original offer of 17.5 Placer Dome shares per 100 AurionGold shares. At the time of writing this valued your shares at $3.10.
Placer Dome has declared that this is its final offer and the offer is free of conditions and is scheduled to close at 7.00pm (AEST), 7 August 2002 (unless it is extended).
YOUR DIRECTORS HAVE CONSIDERED THE REVISED OFFER AND MAINTAIN THEIR RECOMMENDATION THAT YOU REJECT THE PLACER DOME OFFER
The revised offer fails to address many of the shortcomings that were brought to the attention of shareholders in AurionGold's Target's Statement. The inadequacies of Placer Dome's offer are outlined below, and in further detail in the attached booklet. The booklet also details the various options available to shareholders.
Your board believes the offer represents unacceptable value for your shares. It is over 10% below the $3.48 price at which AurionGold shares were trading before the Placer Dome bid was announced. In addition, the average purchase price for AurionGold shares since completion of the Delta/Goldfields merger has been $3.35 per share. At the close of trade on the NYSE on 30 July, Placer Dome's revised offer represented a 7% discount to this volume weighted average price. In the view of your directors, Placer Dome is offering an unacceptable price for your company having regard to the quality of AurionGold's assets and its future prospects.
We are concerned about the consequences for AurionGold shareholders if they accept the offer (and receive shares in Placer Dome). Placer Dome shares have shown considerable volatility and the share price has collapsed by some 40% since the bid for AurionGold was announced. This fall could be exacerbated by future selling pressure resulting from accepting shareholders seeking to liquidate their Placer Dome holdings. In addition, there may be tax issues for any accepting shareholders (as outlined in the attached material).
A shareholding in Placer Dome brings with it new risks for AurionGold shareholders. In particular, as at 31 December 2001, 65% of Placer Dome's gold reserves were in South Africa. The South African Government has initiated debate on the role of Black Economic Empowerment groups in the ownership of mining assets in that country. It has been reported that the South African Department of Minerals and Energy has proposed in a discussion paper that local black empowerment groups should, within 10 years, hold 51% equity in all new mining projects, and up to 30% of existing mining operations. This creates significant uncertainty, although it is not clear if, or how, this will affect Placer Dome's operations.
In addition Placer Dome's recent June quarterly report confirmed declining gold production and a fall in operating earnings and cash flow.
You lose any potential benefit from AurionGold's franking credits. As a Canadian company, Placer Dome is unable to attach franking credits to dividends paid to Australian shareholders. If you accepted the offer, you could also be subject to Canadian withholding taxes of 15% on any dividends paid by Placer Dome. AurionGold has consistently paid higher dividends than Placer Dome, as indicated in our Target's Statement. Placer Dome has given no indication that it is going to improve its dividend performance.
Most importantly, in considering whether to accept Placer Dome's offer or retain your AurionGold shareholding you should take into account AurionGold's strong future. As you are aware, the creation of AurionGold has already delivered significant value for shareholders. We have achieved cost savings and efficiencies in excess of those forecast at the time of the merger, and have recently announced initiatives to create further opportunities to unlock value.
Our strategic Kalgoorlie landholding, successful exploration strategy, attractive earnings, strong balance sheet and historically successful hedging program all combine to underpin our short and medium term growth plans.
You should be aware that the AurionGold board is scheduled to meet late on 12 August to finalise the accounts for the year ended 30 June 2002, and to consider the declaration of a fully franked dividend to shareholders. Promptly after that meeting the board will announce the amount of the dividend and the record date for determining entitlements.
If you have any questions or comments, please call AurionGold's shareholder information line on 1800 65 65 68 or check our website at www.auriongold.com.au
Each of your directors who has an interest in AurionGold shares intends to reject the offer, and does not intend to sell on market. We believe Placer Dome's offer undervalues our AurionGold shares and falls to compensate us for the strong future AurionGold offers.
R F E Warburton CHAIRMAN
AOR Price at posting:
0.0¢ Sentiment: None Disclosure: Not Held