Chatham Rock Phosphate Limited


Transaction Type: Takeover (Full)

Offeror: Antipodes Gold Limited

Independent Adviser(s): Northington Partners (Rule 21), and Simmons Corporate Finance (Rule 22)

Offer commencement date: 23/12/2016

Offer closing date: 28/02/2017


Toronto based Antipodes Gold Limited (Antipodes), an NZAX-listed shell with cash as its only asset and no liabilities, announced its intention on 8 December 2016 to make a full takeover offer for Chatham Rock Phosphate Limited (CRP), an NZX-listed Code company.

Antipodes made the offer for scrip on 23 December 2016, where consideration was one New AXG Share for every 65.59 Paid CRP Share held, and one New AXG Mandatory Warrant for every 65.59 Unpaid CRP Share held, with the ultimate aim of reverse listing CRP into Antipodes and onto the Toronto Stock Exchange Venture Market.

The offer was due to close on 31 January 2017. On 16 January 2017, with 100% acceptances of the unpaid shares and 63.7% acceptances of the fully paid ordinary shares, the offer period was extended to 28 February 2017.

On 17 February 2017 the offer went unconditional, with acceptances exceeding 90%. Antipodes subsequently undertook a compulsory acquisition of the outstanding securities, and CRP was delisted on 15 March 2017.

The Panel approved Northington Partners to prepare a rule 21 report, and Simmons Corporate Finance to prepare a rule 22 report.