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7. Deficiencies and Innaccuracie in Fe's Bidder's

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7. Deficiencies and Innaccuracie in Fe's Bidder's TARGET’S STATEMENT THE DIRECTORS OF PADBURY MINING LIMITED RECOMMEND YOU RETHE TAKJEOECVER OFFTER FROM FE LIMITED PADBURY MINING LIMITED ABN 12 009 076 242 This Target’s Statement has been issued in response to the off‑market takeover bid made by Fe Limited ( 31 112 731 638) for all the ordinary shares in Padbury Mining Limited. THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about how to deal with this document, you should contact your broker, financial adviser or legal adviser immediately. WHY YOU SHOULD REJECT THE OFFER FE IS SEEKING TO GAIN CONTROL OF YOUR COMPANY WITHOUT 1 PAYING A PREMIUM • On a number of methods, the implied value of the Fe Offer is at a discount to Padbury’s share price (see section 1.1). • Fe should not be permitted to gain control of your company without paying a premium for control. PADBURY IS POISED TO DELIVER A JORC COMPLIANT RESOURCE 2 • As previously announced to the market, Padbury is in the process of defining a JORC compliant resource. It has concrete plans to do so by the end of 2010. • The Offer is opportunistically timed to take advantage of Padbury in the period prior to realising the potential of its assets and projects. • Responding to Fe’s Offer is a drain on Padbury management time and Padbury’s funds, which would be better spent progressing Padbury’s plans rather than responding to Fe’s low ball bid. • The reward for Padbury’s interests in current Padbury projects should be captured by loyal Padbury shareholders. FE HAS SIGNIFICANTLY LESS THAN PADBURY 3 If Fe acquires 100% of Padbury through Fe’s Offer, Padbury shareholders stand to hold just 48% of the combined group, yet: • Padbury currently holds interests in sizeable magnetite iron ore assets in the mid‑west and is effectively developing those assets to their full potential in an effective manner. • At Telecom Hill alone, an overall JORC exploration target of 1.5–2.0 billion tonnes at 25%‑35% iron exists1. • Fe has not announced a definite timeframe for a JORC compliant resource for its exploration assets. Fe’s largest announced exploration target is for between 180 million and 200 million tonnes of Banded Iron Formation mineralisation. • As at 30 June, Fe had LESS cash than Padbury ($1.75 million vs $2.6 million). • Fe’s board and management will not bring any additional skills that the Padbury board does not already hold. Fe’s key personnel also have significant external demands on their time working for other companies. • Padbury is of the view that the litigation initiated by Tony Sage against a major Chinese state‑owned enterprise may adversely impact Fe’s ability to arrange iron ore off‑take agreements with Chinese investors. On the other hand, Padbury has maintained strong relationships with China, having recently signed a non‑ binding MOU with a Chinese investor regarding an injection of capital. Padbury is continuing its efforts to progress the investment the subject of the MOU. 1 This potential quantity and grade is conceptual in nature and there has been insufficient exploration to define a Mineral Resource and it is uncertain if further exploration will result in the determination of a Mineral Resource. The exploration target is detailed in Padbury’s ASX announcement “Exploration Update on Peak Hill Project Joint Venture” dated 21 July 2010. WHY YOU SHOULD REJECT THE OFFER FE’S BIDDER’S STATEMENT DOES NOT PROVIDE SUFFICIENT 4 INFORMATION AND FE HAS REFUSED TO REMEDY CERTAIN DEFECTS • Fe’s Bidder’s Statement has not provided Padbury Shareholders with all the information that is necessary to allow you to assess its offer. • In particular, Fe has failed to disclose: • its association with certain Padbury Shareholders who convened a shareholder meeting to spill Padbury’s Board, yet were resoundingly defeated by a margin of more than four to one; and • the fact that Fe’s Offer is, according to Fe Chairman Tony Sage2, at a discount to Padbury’s current share price due to the uncertain prospects of the mid‑west region as a result of the possible imposition of a mining tax by the newly elected Labor government. • Upon receiving Fe’s Bidder’s Statement, Padbury identified a range of concerns and deficiencies in the disclosures made in that Bidder’s Statement. • Fe declined to remedy certain deficiencies and, accordingly, Padbury has been forced to provide corrective disclosure in this Target’s Statement. FE’S OFFER IS CONDITIONAL, CONFUSED AND UNCERTAIN 5 • Fe’s Offer is subject to a number of conditions. Until satisfaction of those conditions, Fe can choose to not go ahead with the offer at any time, yet: • Padbury shareholders who accept the offer are immediately unable to deal with their shares (including selling them on market) AND • Due to an unusual condition, Padbury shareholders who accept the Offer IMMEDIATELY give up the voting rights attaching to their shares in favour of Fe, without receiving any consideration. • One of the conditions of Fe’s Offer is that it acquires all of the Padbury unlisted options on issue that are exerciseable at 1 cent each for their subscription price of 0.03 cents each. As previously announced by Padbury, a clear majority of these optionholders have indicated that this condition will not be satisfied. • Fe’s Chairman, Tony Sage, continues to make negative statements to the media regarding the investment desirability of the mid‑west and magnetite projects, Fe’s level of commitment to the Offer and Fe’s possible future intention to increase its offer price. Mr Sage has done this WITHOUT properly informing ALL Padbury Shareholders. He has said ‘the Mid‑West region has the capacity to rival the Pilbara in terms of its world standing as an iron‑ore province3’ , and yet also stated that the prospects for the Mid‑West region are uncertain due to the the big investment needed in magnetite projects and possible imposition of a mining tax4’. If Mr Sage holds these views they should be clearly disclosed in Fe’s Bidder’s Statement or a Supplementary Bidder’s Statement. Fe has refused to do so. 2 See section 1.5(d) of this Target’s Statement for further details. 3 Cape Lambert Resources Ltd Media Release – 10 August 2010 4 Interview by Tony Sage on Sky Business News – 9 September 2010 1 CHAIRMAN’S LETTER 23 September 2010 Dear Shareholders Takeover bid by Fe Limited Your directors unanimously recommend that you REJECT Fe Limited’s unsolicited and opportunistic takeover offer On 24 August 2010 Fe Limited announced a conditional, unsolicited Offer seeking to acquire your Padbury Shares on the basis of 1 Fe share and 1 cent for every 13 Padbury shares you own. For clarity, the additional cash component is equivalent to 0.077 cents per Padbury share (or one thirteenth of a cent). Your directors unanimously recommend that you REJECT the Fe Offer for the following reasons which are discussed in further detail in section 1 of this Target’s Statement: 1. Fe is seeking to gain control of Padbury without paying a premium; 2. Padbury is poised to deliver a JORC compliant resource; 3. Fe has less assets and fewer prospects than Padbury – Fe does not bring enough to the combined group. It has less assets, more liabilities, less cash and a board and management with significant external time demands; 4. Fe’s Bidder’s Statement does not provide sufficient information and Fe has refused to remedy certain defects; and 5. Fe’s Offer is conditional, confused and uncertain. With Padbury’s strong management team, we have the experience, the expertise and the asset base that we believe will deliver the value that you, as Shareholders, are entitled to enjoy. Your directors urge you not to dilute your exposure to that value by passing control of Padbury to Fe at a price that does not adequately reflect Padbury’s assets and its potential. We appreciate your support by first investing in Padbury, and we look forward to your continuing support as the Board and management team take your investment forward and deliver the returns you are entitled to receive. This Target’s Statement contains the formal response of your Board of Directors to the Fe Offer. I encourage you to read all information contained in this booklet carefully and seek independent advice. If you have any questions, please call our office on (08) 6460 0250. We will also post updates on our website at www.padburymining.com.au. Yours sincerely Dr John Saunders Chairman 2 Padbury Mining Limited Target’s Statement 8 SEPTEMBER 2010 Date of Fe’s Offer KEY 23 SEPTEMBER 2010 Date of this Target’s Statement 8 OCTOBER 2010 7pm (AEST). Close of Fe’s Offer DATES (unless extended or withdrawn) CONTENTS SECTION 1. WHY YOU SHOULD REJECT THE OFFER 1 SECTION 2. FREQUENTLY ASKED QUESTIONS 12 SECTION 3. PROFILE OF PADBURY 15 SECTION 4. PADBURY DIRECTORS AND THEIR RECOMMENDATIONS 21 SECTION 5. YOUR CHOICES AS A PADBURY SHAREHOLDER 22 SECTION 6. KEY FEATURES OF FE’S OFFER 23 SECTION 7. DEFICIENCIES IN FE’S BIDDER’S STATEMENT 28 SECTION 8. INFORMATION RELATING TO YOUR DIRECTORS 31 SECTION 9. ADDITIONAL INFORMATION 33 SECTION 10. GLOSSARY AND INTERPRETATIONS 35 SECTION 11. AUTHORISATION 38 3 IMPORTANT NOTICES Nature of this document Disclaimer as to information This document is a Target’s Statement issued by Padbury Mining The information on Fe and its securities contained in this Limited (ABN 12 009 076 242) under Part 6.5 Division 3 of the Target’s Statement has been prepared by Padbury using publicly Corporations Act in response to the off‑market takeover bid made available information.
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