TP21/022
The Panel has received an application from Metalicity Ltd in relation to the affairs of Nex Metals Explorations Ltd. Details of the application, as submitted by Metalicity, are below.
A sitting Panel has not been appointed at this stage and no decision has been made whether to conduct proceedings. The Panel makes no comment on the merits of the application.
Details
On 14 September 2021, Metalicity announced its intention to make an off-market scrip takeover bid for Nex Metals on the basis of 4.81 Metalicity shares for each Nex Metals share.
On 24 September 2021, Metalicity issued and served its bidder’s statement in relation to the bid. Offers made under the bidder’s statement are subject to a number defeating conditions, including the issue of shares by Nex Metals (as a prescribed occurrence). The earliest Metalicity’s bid could close (assuming a one month bid period) is on 8 November 2021.
On 29 September 2021, Nex Metals announced that it would undertake a 1 for 3 non-renounceable rights issue to raise up to $3.115 million. The announcement disclosed that the rights issue would close on 5 November 2021 (subject to any extension).
Metalicity submits, among other things, that the rights issue will frustrate its bid and impede the potential acquisition of control of Nex Metals, without Nex Metals’ shareholders having the opportunity to choose between the rights issue and the bid.
Metalicity seeks an interim order prohibiting Nex Metals from making any offer under the rights issue. Metalicity seeks final orders including an order that Nex Metals be prohibited from proceeding with the rights issue.
Allan Bulman
Chief Executive, Takeovers Panel
Level 16, 530 Collins Street
Melbourne VIC 3000
Ph: +61 3 9655 3500
takeovers@takeovers.gov.au
