Takeover Proposal

 

TIDMGPN 
 
RNS Number : 9767Q 
Gladstone Pacific Nickel Limited 
12 August 2010 
 

12 August 2010 
 
                        GLADSTONE PACIFIC NICKEL LIMITED 
                                (ACN 104 261 887) 
 
                                Takeover Proposal 
 
Gladstone Pacific Nickel Limited ("GPNL" or the "Company") announces today that 
it has received a letter from Queensland Nickel Resources Pty Ltd ("QNR") 
advising that it will make an unconditional cash offer for all the ordinary 
shares in GPNL it does not already own. 
 
The Board recommends that shareholders take no action in relation to the offer 
until such time as a bidder's statement and a target statement have been 
prepared in accordance with Corporations Act 2001 (Cth) ("Act") and have been 
sent to shareholders. 
 
Under the terms of the unconditional cash offer, shareholders will receive 
GBP0.14 per ordinary share which values the entire issued and paid up capital of 
the Company at GBP9,930,998. 
 
QNR is a wholly owned subsidiary of Mr Clive Palmer and it owns 50.04% of the 
ordinary shares of the Company.  QNR and Mr Clive Palmer are considered related 
parties in accordance with the AIM rules. 
 
An Independent Board Committee will be established in order to evaluate the 
offer from QNR. 
 
The Act provides for legislated steps and timing that a bidder and target must 
adhere to in the event of an off-market bid (GPNL believes the bid will be an 
off-market bid) of this nature.  The actual timetable will depend on when QNR 
lodges its bidder's statement with the Australian Securities and Investments 
Commission, which must occur so that the offers can be made within 2 months of 
today.  GPNL understands that QNR is seeking to prepare and lodge its bidder's 
statement as soon as possible. 
 
The key steps are set out below: 
 
+--+-----------------------------------------------------+--------------+ 
| No| Step                                                | Act          | 
|  |                                                     | Requirement  | 
+--+-----------------------------------------------------+--------------+ 
| 1| The Bidder lodges the bidders statement and offer   |              | 
|  | Document with the Australian Securities and         |              | 
|  | Investments Commission                              |              | 
+--+-----------------------------------------------------+--------------+ 
| 2| The bidder sends a copy of the bidders statement    | Within 21    | 
|  | and offer document to the target                    | days of No 1 | 
|  |                                                     | above        | 
+--+-----------------------------------------------------+--------------+ 
| 3| Bidder sends the bidders statement and offer        | Within 14-28 | 
|  | document to shareholders                            | days after   | 
|  |                                                     | No 2 above   | 
+--+-----------------------------------------------------+--------------+ 
| 4| The target sends the target statement to            | Within 15    | 
|  | shareholders                                        | days after   | 
|  |                                                     | No 3 above   | 
+--+-----------------------------------------------------+--------------+ 
| 5| Period within which acceptances of the offer may be | A minimum of | 
|  | lodged by shareholders                              | 1 month      | 
|  |                                                     | after No 2   | 
|  |                                                     | above (but   | 
|  |                                                     | may be       | 
|  |                                                     | longer or    | 
|  |                                                     | extended)    | 
+--+-----------------------------------------------------+--------------+ 
The statutory timing provided above may vary by agreement of the parties and 
therefore may vary substantially from that provided. 
 
Mr Palmer stated that "the purpose of the takeover of GPNL was to effect the 
delisting of all remaining GPNL shares from the alternative investment market of 
the London Stock Exchange and returning the Company to a private company 
status." 
 
GPNL will keep its shareholders informed and will make further announcements as 
and when material developments occur. 
 
ENDS 
 
For more information or comment 
 
Julien McInally - Gladstone Pacific Nickel Ltd 
 
Tel:[phone] 
 
 Gerry Beaney / Robert Beenstock - Grant Thornton Corporate Finance 
Tel:[phone] 
 
 Richard Johnson - Arbuthnot Securities 
 
Tel: [phone] 
 
Email: [e-mail] 
Gladstone Pacific Nickel Limited is an Australian mining development company 
presently undertaking an Integrated Definitive Feasibility Study for the 
Gladstone Nickel Project. The Company's vision is to build a major long-life 
nickel cobalt refinery at the deepwater Port of Gladstone, in Central 
Queensland, Australia, treating abundant high grade nickel laterite ores from 
New Caledonia and other south-west Pacific islands, underpinned by beneficiated 
ores from its own Marlborough deposits. The Project has the potential to be one 
of the largest of its type in the world producing some 126,000 tpa nickel (8 - 
10% of global nickel demand) and 10,400 tpa of cobalt metal from its first two 
stages. 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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