AXG to Complete Takeover of Chatham Rock Phosphate
7315416_1
24 February 2017
NZX Market Announcement
Following the close of market trading today, Antipodes Gold Limited (AXG) will be changing its legal
name in Canada to Chatham Rock Phosphate Limited.
The above name change was contemplated in the successful takeover offer for the New Zealand
company (and also NZX Alternative Market listed) Chatham Rock Phosphate Limited (Old CRP).
Old CRP has changed its name to Chatham Rock Phosphate (NZ) Limited to provide some distinction
between the two companies as the closing mechanics of the takeover are worked through.
De-Listing and Trading Suspension for Old CRP
Old CRP remains listed on the NZX Alternative Market and is scheduled to be de-listed following the
close of market trading on 15 March 2017.
Trading in Old CRP’s shares will be suspended following the close of market trading on 28 February
2017 in order to allow compulsory acquisition procedures under the New Zealand Takeovers Code to
be completed in an orderly manner.
AXG Trading Halt
AXG will be undertaking a share consolidation and issuing shares to acceptors of the takeover
following the close of market trading in New Zealand today. Trading is halted in AXG’s shares in
Canada until these corporate actions are completed. Consequently trading is also currently halted in
AXG’s shares on the NZX Alternative Market.
This trading halt in Canada will be lifted at market open in Canada tonight (i.e. after market close in
New Zealand today).
At the request of AXG, trading in AXG’s shares on the NZX Alternative Market will remain halted until
the opening of market trading on 1 March 2017. Trading will recommence at that time under AXG’s
new name, Chatham Rock Phosphate Limited.
This extended trading halt in New Zealand was sought to address any potential market confusion that
might otherwise arise with AXG and CRP trading on the NZX Alternative Market with virtually identical
names.
Ticker Code
AXG’s ticker code on NZX will remain unchanged until the de-listing of Old CRP has occurred.
Canada Announcement
The following announcement has been released in Canada and details the above matters further. The
New Zealand market should note that references to times and dates in that announcement are
references to Canadian times and dates.
Peter Liddle
Chief Financial Officer
Antipodes Gold Limited
peter.liddle@antipodesgold.co.nz
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NEWS RELEASE 17-3
23 February 2017
Antipodes Gold to Complete Takeover of Chatham Rock Phosphate
Consolidates shares; Changes Name; Issues shares;
AUCKLAND New Zealand - Antipodes Gold Limited (TSXV and NZAX: AXG, or the “Company") is
pleased to advise that in respect of its takeover offer (“Offer”) under the (New Zealand) Takeovers
Code for Chatham Rock Phosphate Limited (NZAX code “CRP”), the Company has received over
93% in acceptances.
The Offer is now unconditional in all respects. In accordance with the (New Zealand) Takeovers
Code, the Company is required to issue common shares in its capital in exchange for the tendered
CRP shares by no later than Friday, February 24, 2017. Accordingly, the following will occur effective
Friday, February 24, 2017:
a) the Company will complete the share consolidation, on the basis of one (1) new share for
ten (10) old shares, and change its name to Chatham Rock Phosphate Limited;
b) a letter of transmittal will be sent to the Company’s existing shareholders containing
instructions on replacing pre-consolidated share certificates with post-consolidated share
certificates in the Company’s new name; and
c) the Company will issue newly consolidated shares, in the Company’s new name, to CRP
shareholders who have accepted the Offer.
Under international time zones, New Zealand is one day ahead of Canada. As such, in order to
avoid confusion in the Canadian trading market, the Company has requested a temporary trading
halt of its shares on the TSXV until such time as the CRP takeover is completed.
Trading of the Company’s shares will be reinstated on the TSXV at the opening of the markets
in Canada on Friday, February 24 under the new TSXV trading symbol “NZP”. It is intended
that the Company’s NZX trading symbol ticker code remain as CRP.
The Company has commenced the compulsory acquisition procedures under the (New Zealand)
Takeovers Code for the remaining CRP shareholders who have not accepted the Offer. The
Company will continue this process, which is expected to take approximately three weeks.
Background to the Offer
Shareholders will be aware that the Company has been working with CRP for some time to proceed
with the Offer, which is in effect, a reverse takeover of AXG by CRP.
This issue was voted on and approved by the Company’s shareholders in November 2015.
The Offer is being conducted pursuant to an exemption from Canadian take-over bid requirements
under Part 4 of National Instrument 62-104.
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FOR AND ON BEHALF OF THE BOARD,
Peter Liddle
Antipodes Gold Limited
Chief Financial Officer
peter.liddle@antipodesgold.co.nz
Neither the Exchange, its Regulation Service Provider (as that term is defined under the policies of the
Exchange), or New Zealand Exchange Limited has in any way passed upon the merits of the Transaction and
associated transactions, and has neither approved nor disapproved of the contents of this press release.
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ANTIPODES GOLD LIMITED (AXG) – ANNOUNCEMENT
Notice of Consolidation of Securities
23 February 2017
NZX Alternative Market - Notice pursuant to Listing Rule 7.11.1
(a)
Class of Security and ISIN: Ordinary Shares. ISIN
CA03718T1030
(b)
Number consolidated: 10,556,578 before consolidation
(c)
Price Not applicable:
(d)
Whether payment was in cash: Not applicable
(e)
Any amount paid up: Not applicable
(f) Percentage of the total Class of Securities issued or
acquired: 100%
(g)
Reason for consolidation: Reduce number of shares on
issue to acceptable North American standards given the
imminent Chatham Rock takeover for scrip.
(h)
Specific authority for the issue or acquisition: Pursuant to
shareholder resolution in general meeting
(i)
Terms or details of the issue or acquisition: one (1) new
share for each ten (10) old shares (rounded up to nearest
whole share). 5.00pm 23 February 2017
(j) Total number of Securities of the Class in existence after the
issue or acquisition: Approximately 1,055,658.
(k)
Treasury Stock: Not applicable
(l)
Dates of consolidation: 24 February 2017
Peter Liddle
Chief Financial officer and Company Secretary
peter.liddle@antipodesgold.co.nz
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.