Allied Gold Declares ASG Offer Unconditional

 

TIDMAGLD 
 
RNS Number : 1815C 
Allied Gold Limited 
09 November 2009 
 

For immediate release    9 November 2009 
 
 
 
 
ALLIED GOLD LIMITED 
("ALLIED" OR "THE COMPANY") 
 
 
 
 
Allied Gold Declares Offer Unconditional and Acquires 
Effective Control of Australian Solomons Gold 
 
 
Brisbane, Australia. Allied Gold Limited ("Allied Gold") today declared its 
takeover offer (the "Offer") for Australian Solomons Gold Limited ("ASG") 
unconditional. A total of 63,694,013 ordinary shares of ASG were validly 
deposited under the Offer as of November 8, 2009.  As all of the conditions of 
the Offer have been satisfied or waived Allied Gold will take up all of the ASG 
shares deposited to date under the Offer immediately upon commencement of 
business in Toronto on November 9, 2009.  As a result, Allied Gold will own 
approximately 49.08% of the issued and outstanding ordinary shares of ASG 
(45.24% on a fully-diluted basis). 
 
 
The Offer remains open for acceptance until 8:00 p.m. (Toronto time) on November 
16, 2009, unless extended. Allied Gold expects to receive further acceptances as 
a result of declaring the Offer unconditional and its receipt of conditional 
approval for the listing of its ordinary shares on the TSX, and will continue to 
take up these acceptances until the expiry time.  Accordingly, Allied Gold 
expects to soon secure majority ownership of ASG. 
 
 
ASG shareholders who tendered to the Offer will receive 0.85 of an Allied Gold 
ordinary share for each ASG ordinary share tendered.  Payment for ASG shares 
that have been validly tendered to the Offer as of November 8, 2009 will be made 
to the Depositary, Computershare Investor Services Inc., Toronto, Ontario, on 9 
November 2009. 
 
 
The Company issued a total of 54,139,911 Fully Paid Ordinary Shares as 
consideration for the ASG shares taken up to date. The Shares will rank, pari 
passu, with all existing ordinary shares, and trading of the Shares on AIM is 
expected to commence on 13 November 2009. 
 
 
In addition to the shares issued above, the Company also issued a further 
350,000 Fully Paid Ordinary Shares pursuant to the exercise of options. 
 
 
This brings the total shares in issue to 527,233,187 and total Options over 
Ordinary Shares to 44,624,427 approximately 8.46% of the issued share capital. 
 
 
Allied Gold intends to exercise control over ASG as soon as possible, including 
seeking to have its nominees appointed to the ASG Board of Directors, and Allied 
Gold is discussing appropriate transition arrangements with the current 
directors of ASG.In addition, Allied Gold intends to exercise the proxies and 
powers of attorney provided to it under the terms of the Offer to vote all ASG 
shares acquired under the Offer at the ASG shareholders meeting scheduled for 
November 24, 2009. 
 
 
In addition, Allied Gold will immediately commence its integration plan for ASG, 
which includes a full review of ASG operations and the financing options for the 
Gold Ridge Project. 
 
 
Allied Gold's Executive Chairman, Mark Caruso, said Allied Gold was delighted 
that it had secured effective control of ASG. 
 
 
"This is a milestone in Allied Gold's emergence as a substantial South East 
Asian gold producer with a clear production development profile that will see 
the company producing in excess of 250,000 oz of gold.  The benefits that can be 
derived from this transaction will generate material value for Allied Gold 
shareholders into the future. 
 
 
"Allied Gold now urges remaining ASG shareholders to accept our Offer and 
participate in the enhanced value that can be delivered through the combined 
business that will create a company which will have a material investor 
relevance in the region." 
 
 
The ASG shares taken up under the Offer will be acquired by Allied Gold or its 
subsidiary formed for purposes of the Offer, AGL (ASG) Pty Ltd. The tax 
consequences of the disposition of ASG shares under the Offer by ASG's Canadian 
shareholders are as set out in the bidder's statement / offer and circular of 
Allied Gold dated September 29, 2009 in respect of the Offer. 
 
 
Allied Gold achieves listing on the Toronto Stock Exchange (TSX) 
As announced on November 6, 2009, Allied Gold has received conditional approval 
from the Toronto Stock Exchange to list its ordinary shares on the TSX. 
 
 
The listing is subject to the Company fulfilling certain requirements of the TSX 
in accordance with the terms of the conditional approval. The Company is 
proceeding to comply with these requirements and, subject to receipt of final 
approval, anticipates that its ordinary shares will commence trading on the TSX 
on or about November 12, 2009. Allied Gold's ordinary shares will trade on the 
TSX under the symbol "ALG". 
 
 
Remaining ASG Shareholders should accept the offer NOW 
The Allied Gold takeover offer for ASG remains open for acceptance until 8:00 
p.m. (Toronto time) on November 16, 2009, unless extended. 
 
 
Allied Gold is offering 0.85 of an Allied Gold shares for every one ASG share. 
Based on the volume weighted average price of the Allied Gold shares on the ASX 
for the 20 trading days ended September 16, 2009, the date the Offer was 
announced, the Offer represents a premium of approximately 28% over the volume 
weighted average price of the ASG shares on the TSX for the same period.  ASG 
shareholders who accept the Offer will now receive Allied Gold shares which can 
be traded on the TSX. 
 
 
Gryphon Partners Canada Inc. has delivered a fairness opinion to the ASG Board 
of Directors to the effect that, subject to and based on the considerations, 
assumptions and limitations described therein, the consideration offered for 
each ASG Share pursuant to the Offer is fair, from a financial point of view, to 
ASG shareholders.  The directors of ASG have unanimously recommended that ASG 
shareholders accept the Offer. 
 
 
Allied Gold is under no obligation to extend the Offer beyond November 16, 2009. 
ASG shareholders who do not accept the Offer will be minority shareholders in a 
company controlled or effectively controlled by Allied Gold unless Allied Gold 
is able to undertake a compulsory acquisition under Australian law.  Possible 
risks associated with being a minority shareholder are set out in the bidder's 
statement / offer and circular of Allied Gold dated September 29, 2009 in 
respect of the Offer. 
 
 
ASG shareholders wishing to accept the Offer are encouraged to tender their ASG 
shares by completing the letter of transmittal accompanying the documents mailed 
to them and returning it together with certificates representing their ASG 
shares and all other documents to the offices of Computershare Investor Services 
Inc. in Toronto, Ontario in accordance with the instructions in the letter of 
transmittal. If ASG shares are held by a broker or other financial intermediary, 
ASG shareholders should contact such intermediary and instruct it to tender 
their ASG shares. 
 
 
This press release does not constitute an offer to buy or an invitation to sell, 
or the solicitation of an offer to buy or invitation to sell, any of the 
securities of Allied Gold or ASG. Such an offer may only be made pursuant to an 
offer and take-over bid circular filed with the securities regulatory 
authorities in Canada. 
 
 
In accordance with section 650F(3)(a) of the Australian Corporations Act, a copy 
of the notice pursuant to section 650F(2) of the Australian Corporations Act 
declaring the Offer free of all defeating conditions is attached. 
 
 
The Toronto Stock Exchange has not reviewed and does not accept responsibility 
for the adequacy or accuracy of this release. 
 
 
For further information, contact: 
 
 
 
 
For more information: 
+----------------------------------------+-------------------------------+ 
| Mark Caruso                            | T:[phone]              | 
| Executive Chairman                     |                               | 
|                                        |                               | 
+----------------------------------------+-------------------------------+ 
| Roland Cornish                         | T: [phone]       | 
| Beaumont Cornish Limited               |                               | 
+----------------------------------------+-------------------------------+ 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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