Bathurst Resources Limited
Transaction Type: Company meeting (Share buyback)
Acquirer: Republic Investment Management Pte. Limited
Independent Adviser(s): Simmons Corporate Finance (Rule 18)
Date of meeting: 28/11/2018
Exemption: Class Exemptions
Bathurst Resources Limited (Bathurst) proposed to undertake an on-market share buyback of up to 75,000,000 ordinary shares over a 12-month period (the Buyback). Prior to the Buyback, Republic Investment Management Pte. Limited (RIM), Bathurst’s largest shareholder, held or controlled 18.52% of the ordinary shares on issue. RIM also held convertible notes that were issued by Bathurst in 2016 and in 2017 (together, the Convertible Notes).
Bathurst sought shareholder approval for the increase in RIM’s voting control as a result of:
- the Buyback (in accordance with clause 4 of the Takeovers Code (Class Exemptions) Notice (No 2) 2001) (the Class Exemptions); and
- conversion of the Convertible Notes into ordinary shares during the Buyback as an other-means increase (in compliance with clause 9 of Schedule 1 to the Class Exemptions).
At Bathurst’s annual general meeting on 28 November 2018, shareholders approved the acquisition of shares as a result of the Buyback, and the allotment of shares to RIM on conversion of the Convertible Notes.
Simmons Corporate Finance Limited prepared an independent adviser’s report on the merits of the proposed acquisition and allotment.