Metal Tiger plc (LON: MTR), the London Stock Exchange AIM listed investor in strategic natural resource opportunities, today noted the announcement made by MOD Resources Ltd (LON: MOD), which sets out the terms of a conditional recommended offer from Sandfire Resources NL (ASX: SFR) for the outstanding shares of MOD. The Offer will be made on a share-for-share basis (with a mix and match facility to elect for up to 25% cash) with an exchange ratio of 0.0664 new Sandfire ordinary shares for every MOD ordinary share held at the record time, representing an effective offer price of A$0.45 per share based on the five day VWAP of Sandfire Shares.
· MOD and Sandfire have executed a binding Scheme Implementation Deed in relation to a conditional recommended share-for-share Offer for MOD from ASX listed Sandfire, at the Offer Price of A$0.45 per share, to be affected by way of a scheme of arrangement in Australia;
· 0.0664 Sandfire Shares will be offered in exchange for every MOD Share held, with MOD shareholders also being offered up to 25% of the consideration in cash, as part of a mix and match facility;
· Offer Price represents a premium of approximately 45% to the closing price per MOD Share on 24 June 2019 (being the last practicable business day prior to this announcement) and values MOD’s current issued share capital at A$137m (approximately £74m);
· Pursuant to the Offer, MOD will exercise its option over Metal Tiger’s 30% interest in Tshukudu Exploration, with an exercise price of A$10.045m (approximately £5.45m) due to Metal Tiger, to be settled in MOD Shares at the Offer Price, which, subject to MOD shareholder approval, will be issued prior to the Scheme becoming effective and acquired by Sandfire pursuant to the Offer (if not approved by MOD shareholders, the amount due will be paid in cash);
· Metal Tiger will retain its right to a 2% net smelter royalty over the Tshukudu exploration properties (which cover approximately 8,000km2 of prospective land in the Kalahari Copper Belt) and which will come into effect following MOD exercising its Tshukudu Option;
· Metal Tiger’s aggregate interest in MOD (including the consideration for its 30% interest in Tshukudu, its MOD Shares and its MOD Options) is valued at A$42.7m (approximately £23.2m) at the Offer Price, compared to an aggregate investment of £7.7m in MOD (including JV expenses and net MOD share purchases since inception);
· Subject to there being no superior proposal, Metal Tiger has committed to vote in favour of the Offer and to elect to receive all Sandfire Shares as consideration for its interests in MOD, which, should the Offer complete, is expected to result in Metal Tiger owning approximately 3.5% of Sandfire’s then enlarged share capital; and
· Subject to the Offer completing before 15 November 2019, Sandfire has agreed to use reasonable endeavours to set a record date for the payment of its full year dividend following completion of the Offer, thereby allowing MOD shareholders to benefit from such a dividend.
The full announcement made by MOD today (with the Scheme Implementation Deed appended in full) can be seen using the following link:
Michael McNeilly, Chief Executive Officer of Metal Tiger, commented:
“We are delighted by today’s news which could be transformational for the Kalahari Copper Belt as well as MTR. MTR has invested a total of approximately £7.7m which means that, should the Offer complete, MTR will have generated a total return on investment cost of 3.0x. This is of course excluding the value of our capped US$2m net smelter royalty over T3, as well as the 2% uncapped net smelter royalty over the Tshukudu Exploration properties. We believe that Sandfire has the market position and means to progress T3 and its surrounding targets, thereby enabling the release of long-term value in these projects.
“Metal Tiger has long believed that the Kalahari Copper Belt has the potential to deliver substantial returns on investment and see significant long-term potential for copper production in the area. Furthermore, we are delighted to continue to deliver on our strategy of investing in early stage assets and realising value from our investments.
“Along with our other investments in the area, we look forward to becoming a shareholder in Sandfire, where we see significant potential for value accretion in the Sandfire Share price, and to potentially receiving meaningful future cash flows from our royalty interest over the Tshukudu exploration properties.”
The Offer will be made by way of a scheme of arrangement under s411 of the Australian Corporations Act 2001, which is expected to be held in October 2019. The directors of MOD have unanimously recommended that MOD shareholders vote in favour of the Scheme (and they have confirmed their present intention to vote in favour of the Scheme in respect of the approximate 7.02% of MOD Shares owned by them) in the absence of a superior proposal (as is defined in the Scheme Implementation Deed) and subject to an Independent Expert concluding (and continuing to conclude) that the Scheme is in the best interests of MOD shareholders.
The Offer will be also conditional on, inter alia, MOD shareholders voting on the terms of the Offer at a court meeting and general meeting (both to be convened when the Scheme Document is released, which is expected to be by the end of August 2019), the resolutions being passed at a MOD Extraordinary General Meeting, to be convened in due course, in order to allow new MOD Shares to be issued to satisfy the exercise of the Tshukudu Option (including a resolution to allow Metal Tiger to increase its shareholding in MOD to above the 20% limit for listed companies in Australia) and receipt of the necessary change of control and regulatory approvals from the Botswanan Government.
The Scheme Implementation Deed contains standard Australian provisions, such as “no shop”, “no talk”, “notification” and “matching rights” provisions, with a break fee being payable in certain circumstances. MOD has agreed it will not solicit any competing proposal or participate in any discussions or negotiations in relation to any competing proposal (unless failure to do so would involve a breach of the fiduciary duties of its Directors).
Metal Tiger currently holds 31,838,393 MOD Shares, representing approximately 10.48% of MOD’s issued share capital and 40,673,566 unquoted options with a nil exercise price. Any unexercised MOD Options will, as part of the Scheme, be exercised in full and acquired by Sandfire at the Offer Price pursuant to the terms of the Scheme.
As announced on 18 July 2018, Metal Tiger entered into an agreement with MOD to sell its 30% interest in the T3 Project along with a side agreement with MOD in respect of the new MOD shares issued as consideration, pursuant to which Metal Tiger committed, inter alia, to support MOD board recommendations, including a MOD board endorsed change of control.
Metal Tiger has entered into an amendment to the Share and Voting Deed, whereby this commitment has been removed and Metal Tiger is able to vote its MOD Shares as the Board of Metal Tiger wishes. The Share and Voting Deed Amendment also removes all other restrictions in terms of Metal Tiger’s holding in MOD that were originally in the deed, save for, if the Offer is terminated, Metal Tiger is released from its voting obligations with Sandfire or the exclusivity period in the Scheme Implementation Deed expires, then for a period of 12 months Metal Tiger will be subject to an amended version of the clause relating to disposal of its MOD Shares, whereby Metal Tiger would be prevented from selling its holding to certain restricted investors, including private equity and competitors to MOD.
The Board of Metal Tiger is in favour of the Offer and sees significant value in Sandfire Shares at the exchange ratio being offered, therefore it has entered into a support agreement with Sandfire in relation to the Offer, whereby it has committed to vote in favour of the Offer in respect of its entire beneficial holding of MOD Shares and committed to elect to receive Sandfire Shares (i.e. not elect to receive cash pursuant to the mix and match facility). In addition, pursuant to the Support Agreement, Metal Tiger has committed to exercise sufficient MOD Options such that its shareholding in MOD for the purposes of voting on the Scheme is 19.9% at the record date.
MOD to exercise its option over Metal Tiger’s 30% interest in the Tshukudu JV
Metal Tiger and MOD have entered into an amendment to the T3 Sale Agreement, which amends certain terms of the agreement and pursuant to which MOD has committed to exercise its option over Metal Tiger’s 30% interest in Metal Capital Exploration Limited, which wholly owns Tshukudu Exploration (Pty) Ltd in Botswana, with a calculated value of A$10.045m (approximately £5.45m) (the “Tshukudu Consideration”).
Pursuant to the Scheme Implementation Deed, MOD has committed to exercise the Tshukudu Option prior to the record date for the Scheme. Pursuant to the terms of the T3 Sale Agreement Amendment, Metal Tiger’s 12.5% maximum shareholding restriction has been removed and MOD and Metal Tiger have agreed that Metal Tiger will be issued 22,322,222 MOD Shares, in full settlement of the amount due from MOD to acquire its 30% interest in Tshukudu Exploration. The ability for MOD to pay Metal Tiger by way of the Tshukudu Consideration Shares will fall away if the Scheme is not implemented within six months.
The issue of the Tshukudu Consideration Shares will be subject to a separate vote of MOD shareholders at the MOD EGM, which MOD has committed to convene in due course. The resolutions to be voted on by MOD shareholders at the MOD EGM will include a vote on whether Metal Tiger’s shareholding in MOD can increase to over the 20% prescribed shareholding limit for listed companies in Australia. Should the resolutions at the MOD EGM not be passed, the Tshukudu Consideration would be settled in cash, which is in-line with the original agreement. Subject to obtaining MOD shareholder approval for them to be issued, the Tshukudu Consideration Shares would be acquired by Sandfire at the Offer Price pursuant to the terms of the Scheme.
MOD and Metal Tiger have also entered into an addendum to the JV Agreement in respect of Tshukudu, whereby MOD has agreed to fund Tshukudu through to completion of the Offer. However, should the Offer not complete, Metal Tiger will be required to contribute its pro rata share of costs between now and the date that the Scheme Implementation Deed is terminated, in order to avoid any dilution to Metal Tiger’s interest in Metal Capital. In addition, if the Tshukudu Option is exercised and the Offer does not complete for any reason, the T3 Sale Agreement Amendment contains provisions whereby the exercise would be unwound and each party would revert to its current state with respect to the Tshukudu JV.
The terms of the T3 Sale Agreement remain unchanged in respect of Metal Tiger’s 2% net smelter royalty over the Tshukudu exploration properties, which will come into effect on exercise of the Tshukudu Option.
Metal Tiger’s election to receive all Sandfire Shares
Metal Tiger has committed to elect to receive Sandfire Shares (and not to elect to receive cash pursuant to the mix and match facility) in respect of its holding of MOD Shares at the record time for the Scheme, the balance of the MOD Options held and the Tshukudu Consideration (subject to the relevant resolutions being passed at the MOD EGM). Accordingly, should the Offer be successful and the resolutions are passed at the MOD EGM, Metal Tiger is expected to receive Sandfire Shares with an aggregate value of A$42.7m (approximately £23.2m) at the Offer Price, which would represent approximately 3.5% of Sandfire’s then enlarged share capital.
Sandfire is a Tier 1, high-grade, Australian copper miner, with a market capitalisation of approximately A$1.1bn as at 24 June 2019 (further information on Sandfire is set out below). Should the Offer be successful, the Board of Metal Tiger believes that its resultant shareholding in Sandfire’s enlarged share capital will bring the following benefits:
· the enlarged Sandfire Group will have a stronger financial position and the merger is expected to facilitate the accelerated development of the T3 Project and the exploration potential of MOD’s extensive land interests, where Metal Tiger will retain a 2% net smelter royalty over any future production from the Tshukudu exploration projects;
· Metal Tiger would maintain exposure to the value created to date in the development of the T3 Project towards commercial production. It is expected that the enlarged Sandfire Group would be in a better position to raise the requisite funding to finalise the development of the T3 Project, thereby reducing the financing risk associated with the project;
· The enlarged Sandfire Group will have a more diverse asset base than MOD and Metal Tiger will gain exposure to the potential for substantial value creation from Sandfire’s high grade copper development and exploration projects, both in Australia and overseas;
· Sandfire has historically paid dividends to its shareholders and, whilst there can be no guarantee this will continue in the future, should the Offer be successful, this is expected to represent a new source of income for Metal Tiger. In addition, provided the Offer completes before 15 November 2019, Sandfire has agreed to use reasonable endeavours to set a record date for the payment of its full year dividend following completion of the Offer, thereby allowing MOD shareholders to benefit from this dividend; and
· Sandfire Shares are more liquid than MOD Shares (the average daily value traded over the last 90 days was A$5.4m for Sandfire and A$0.2m for MOD) and the combined group is expected to have increased media and broking coverage.
Sandfire Resources NL (ASX: SFR) is a leading Australian copper producer which operates the high-grade DeGrussa Copper-Gold Mine, 900km north of Perth in Western Australia. Sandfire is focused on discovering, developing and operating high quality resource assets capable of delivering substantial returns for shareholders. Sandfire intends to build on the strong cash flows being generated at DeGrussa to create the foundations for a diversified Australian mining company with a sustainable growth plan. Sandfire has a growing portfolio of exploration interests and joint ventures in highly prospective mineral provinces around Australia and overseas. For the year ended 30 June 2018, Sandfire reported revenue of A$596.2m and net profit of A$120.8m. As at 31 December 2018, Sandfire reported net assets of A$556.0m.