3 January 2008
Australian Stock Exchange Company Announcements Office Stock Exchange Centre 530 Collins Street MELBOURNE VIC 3000
Dear Sir/Madam,
Takeover bid by Zinifex Australia Limited ABN 23 004 074 962 for Allegiance Mining NL Completion of dispatch of bidder’s statements
We attach, by way of service pursuant to item 8 of section 633(1) of the Corporations Act 2001 (Cth), a notice stating that Zinifex Australia Limited has today completed sending its bidder’s statements to offerees in relation to its off-market takeover bid for all the ordinary shares in Allegiance Mining NL.
Yours sincerely
Francesca Lee General Counsel & Company Secretary
ZINIFEX LIMITED For personal use only use personal For For personal use only Bidder’s Statement Zinifex Australia Limited to purchase all of your ordinary shares in Allegiance Mining NL
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. Bidder’s Statement containing an Offer by Zinifex Australia Limited ABN 23 004 074 962 (a wholly owned subsidiary of Zinifex Limited ABN 29 101 657 309) to purchaseonly use personal For all of your ordinary shares in Allegiance Mining NL ABN 38 059 676 783 This Offer closes at 7pm Melbourne time on 8 February 2008 unless extended.
Financial adviser Legal adviser Important Information
This Bidder’s Statement is issued by Zinifex Australia Limited ABN 23 004 074 962 (Zinifex Australia) under Part 6.5 of the Corporations Act. A copy of this Bidder’s Statement was lodged with ASIC on 17 December 2007. Neither ASIC nor its officers take any responsibility for the content of this Bidder’s Statement.
Investment advice In preparing this Bidder’s Statement, Zinifex Australia has not taken into account the individual objectives, financial situation or needs of individual Allegiance shareholders. Accordingly, before making a decision whether or not to accept the Offer, you may wish to consult with your financial or other professional adviser.
Disclaimer as to forward looking statements Some of the statements appearing in this Bidder’s Statement may be in the nature of forward looking statements. You should be aware that such statements are only predictions and are subject to inherent risks and uncertainties. Those risks and uncertainties include factors and risks specific to the industry in which Allegiance and Zinifex Australia and the members of the Zinifex Group operate as well as general economic conditions, prevailing exchange rates and interest rates and conditions in the financial markets. Actual events or results may differ materially from the events or results expressed or implied in any forward looking statement. None of Zinifex Australia, Zinifex Limited, the officers of Zinifex Australia or Zinifex Limited, any persons named in this Bidder’s Statement with their consent or any person involved in the preparation of this Bidder’s Statement, makes any representation or warranty (express or implied) as to the accuracy or likelihood of fulfilment of any forward looking statement, or any events or results expressed or implied in any forward looking statement, except to the extent required by law. You are cautioned not to place undue reliance on any forward looking statement. The forward looking statements in this Bidder’s Statement reflect views held only as at the date of this Bidder’s Statement.
Disclaimer as to Allegiance information The information on Allegiance and Allegiance’s securities contained in this Bidder’s Statement has been prepared by Zinifex Australia using publicly available information. Information in this Bidder’s Statement concerning Allegiance’s business has not been independently verified by Zinifex Australia. Accordingly Zinifex Australia does not, subject to the Corporations Act, make any representation or warranty, express or implied, as to the accuracy or completeness of such information. Further information relating to Allegiance’s business may be included in Allegiance’s Target’s Statement which Allegiance must provide to its shareholders in response to this Bidder’s Statement.
Privacy Zinifex Australia has collected your information from the Allegiance register of shareholders for the purpose of making this Offer and, if accepted, administering your holding of Allegiance Shares. The Corporations Act requires the name and address of shareholders to be held in a public register. Your information may be disclosed on a confidential basis to Zinifex Australia’s related bodies corporate and external service providers, and may be required to be disclosed to regulators such as ASIC. The registered address of Zinifex Australia is Freshwater Place,
For personal use only use personal For Level 29, 2 Southbank Boulevard, Southbank, Victoria 3006.
Defined terms A number of defined terms are used in this Bidder’s Statement. Unless the contrary intention appears, the context requires otherwise or words are defined in clause 10 of this Bidder’s Statement, words and phrases in this Bidder’s Statement have the same meaning and interpretation as in Chapter 6 of the Corporations Act. Key Dates
Date of this Bidder’s Statement 17 December 2007
Date of Offer 3 January 2008
Offer closes (unless extended or withdrawn) 7pm (Melbourne time) on 8 February 2008
Key Contacts
Share registrar for the Offer Zinifex Offer Information Line* Computershare Investor Services Pty Limited — 1300 658 985 (within Australia) Yarra Falls — +61 2 8986 9352 (outside Australia) 452 Johnston Street Abbotsford, Victoria, Australia 3067 Monday to Friday, 9am to 5pm (Melbourne time)
* Calls to these numbers may be recorded
Contents
Chairman’s letter 2
Why you should accept the Offer 3
1. Summary of the Offer 7
2. Information on Zinifex Australia and the Zinifex Group 9
3. Information on Allegiance 12
4. Information on Allegiance’s securities 14
5. Sources of consideration 16
6. Zinifex Australia’s intention in relation to Allegiance 17
7. Tax considerations 20
8. Other material information 21
For personal use only use personal For 9. The terms and conditions of the Offer 23
10. Definitions and interpretation 33
11. Approval of the Bidder’s Statement 36
1 Letter from the Chairman
17 December 2007
Dear Shareholders Takeover bid for Allegiance I am pleased to enclose the all cash Offer made by Zinifex Australia, a wholly owned subsidiary of Zinifex Limited, to acquire all of your Allegiance shares. The Offer is $0.90 cash per Allegiance share increasing to $1.00 cash per Allegiance share to ALL Allegiance shareholders if Zinifex Australia acquires more than 30% of Allegiance shares during the Offer Period or if the Allegiance Board recommends the Offer. The Offer represents an attractive premium for Allegiance shareholders: Cash Offer Price $0.90 $1.00 Premium to Closing Price 27% 41% Premium to 1 Month VWAP 29% 44% Note: Closing price of $0.71 as at 14 December 2007, 1 Month VWAP of $0.70.
The Zinifex Group is a miner of base metals, operating the Century Mine, located near the Gulf of Carpentaria, and the Rosebery Mine on the north west coast of Tasmania. The Zinifex Group has exploration and development projects in Australia, Canada, China, Mexico, Sweden and Tunisia. Allegiance’s key asset is the Avebury Nickel Project in Tasmania. The proposed acquisition of Allegiance will represent Zinifex Group’s entry into the Australian nickel industry. Furthermore, the Zinifex Group intends to establish a significant regional base for its activities and future growth in Tasmania. It is intended that this regional base will be developed together with Allegiance’s existing team. Conditions The Offer is conditional on Foreign Investment Review Board (FIRB) approval (because Zinifex Limited’s shareholder base is thought to be more than 40% foreign), which Zinifex Australia expects to receive within 30 days of the date of this Offer, there being no material disruption to the implementation of the Avebury Nickel Project or other material adverse change affecting Allegiance and no changes to the capital structure of Allegiance or its subsidiaries. It is Zinifex Australia’s current intention to declare the Offer unconditional upon receiving FIRB approval. Any decision to declare the Offer unconditional would be subject to any announcement made by Allegiance after the Announcement Date which effects, or is likely to effect, the fulfilment of the bid conditions. I strongly encourage you to accept this compelling Offer, which is scheduled to close at 7pm (Melbourne time) on 8 February 2008, unless extended. To accept the Offer, please follow the instructions on the accompanying Acceptance Form. I also encourage you to read this Bidder’s Statement for more details about the Offer and about Zinifex Australia and the Zinifex Group. Queries If you have any additional queries in relation to the Offer or you would like additional copies of this Bidder’s Statement or the Acceptance Form, please contact the Zinifex Offer Information Line on 1300 658 985 (within Australia) or +61 2 8986 9352 (outside Australia) or consult your legal, financial
oronly use personal For other professional advisor. The Zinifex Offer Information Line will be available between 9am and 5pm (Melbourne time) Monday to Friday.
Yours sincerely
Peter Mansell, Chairman
2 Why you should accept the Offer
yoU WILL RECEIVE A SUBSTANTIAL PREMIUM — The Offer of $0.90 per Allegiance Share represents a premium of — 27% to Allegiance’s closing share price of $0.71 on the trading day before the Announcement Date — 29% to Allegiance’s VWAP of $0.70 for the one month period between 14 November 2007 to the Announcement Date
ACHIEVING MORE THAN 30% WOULD INCREASE THE SIZE OF THE PREMIUM — If Zinifex Australia acquires a relevant interest in more than 30% of Allegiance Shares or the Allegiance Board recommends the Offer, ALL Allegiance Shareholders (including those who have already accepted the Offer) will be entitled to receive $1.00 per Allegiance Share under the terms of the Offer. This represents a premium of — 41% to Allegiance’s closing share price of $0.71 on the trading day before the Announcement Date — 44% to Allegiance’s VWAP of $0.70 for the one month period between 14 November 2007 to the Announcement Date — This increased premium is superior to recently completed comparable Australian mining transactions
ZINIFEX AUSTRALIA IS OFFERING CASH FOR YOUR ALLEGIANCE SHARES, WHICH PROVIDES YOU WITH CERTAIN VALUE — The certainty provided by receiving cash at an attractive valuation and substantial premium under the Offer should be compared with the uncertainty associated with remaining an Allegiance Shareholder
IF YOU DO NOT ACCEPT, YOU WILL BE EXPOSED TO A VARIETY OF RISKS — If you do not accept the Offer, there may be the following consequences — The share price of Allegiance Shares on the ASX may fall — The market for your Allegiance Shares may become less liquid — If your Allegiance Shares are compulsorily acquired, you will be paid later than
Allegiance Shareholders who accept the Offer For personal use only use personal For
3 yoU WILL RECEIVE A SUBSTANTIAL PREMIUM Zinifex Australia’s Offer represents a very attractive price for your Allegiance Shares, giving Allegiance Shareholders a significant return. Offer provides a substantial premium The Offer of $0.90 per Allegiance Share represents a premium of: — 27% to Allegiance’s closing share price of $0.71 on the trading day before the Announcement Date; — 29% to Allegiance’s VWAP of $0.70 for the one month period between 14 November 2007 to the Announcement Date; and — 27% to Allegiance’s VWAP of $0.71 for the three month period between 14 September 2007 to the Announcement Date. If Zinifex Australia has a relevant interest in more than 30% of Allegiance Shares before the end of the Offer Period or if the Allegiance Board recommends the Offer, the Offer to ALL Allegiance Shareholders will increase to $1.00. This represents an increase of 11%. At $1.00, the Offer represents a premium of: — 41% to Allegiance’s closing share price of $0.71 on the trading day before the Announcement Date; — 44% to Allegiance’s VWAP of $0.70 for the one month period between 14 November 2007 to the Announcement Date; and — 41% to Allegiance’s VWAP of $0.71 for the three month period between 14 September 2007 to the Announcement Date.
Amount per Share (A$)
$1.10
$1.00 $1.00
$0.90 $0.90
$0.80 Premium of 40.8% Premium Premium of 40.9% Premium Premium of 43.8% Premium $0.70 $0.71 $0.71 $0.70
$0.60
$0.50 Zinifex Closing 1 Month 3 Month Offer Price Price VWAP VWAP
Note: 1 month VWAP is 69.52 cents, 3 month VWAP is 71.04 cents. Share price data sourced from IRESS. For personal use only use personal For
Zinifex Australia Is Offering A Significant Premium
4 ACHIEVING MORE THAN 30% WOULD INCREASE THE SIZE OF THE PREMIUM Zinifex Australia’s Offer compares favourably with recently completed comparable Australian mining transactions announced since 1 January 2005. Premia paid in these transactions to date have averaged: — 30% to the closing price of the target company on the day prior to the announcement of the takeover offer; and — 36% to the 1 month VWAP of the target company prior to the announcement of the takeover offer. If Zinifex Australia acquires a relevant interest in more than 30% of Allegiance Shares or if the Allegiance Board recommends the Offer, ALL Allegiance Shareholders (including those who have already accepted the Offer) will be entitled to receive $1.00 per Allegiance Share under the terms of the Offer. This increased premium is superior to the average premia in recent comparable Australian mining transactions1.
1 The transactions included in the analysis are completed acquisitions of listed Australian mining companies with a transaction value between A$200 million and A$3.5 billion announced since 1 January 2005. Source: SDC, Mergermarket, Company Announcements, IRESS.
Acquisition 1 Day 1 Month Premium Closing Premium VWAP Premium 50%
45%
44%
40% 41%
35% 36%
30% 30%
25%
Recent completed Zinifex’s offer for Recent completed Zinifex’s offer for mid-sized Australian Allegiance at mid-sized Australian Allegiance at mining transactions $1.00/share level mining transactions $1.00/share level
Note: Share price data sourced from IRESS. For personal use only use personal For
ZINIFEX AUSTRALIA IS OFFERING A COMPELLING PREMIUM WHEN COMPARED WITH RECENT MINING TRANSACTIONS
5 ZINIFEX AUSTRALIA IS OFFERING CASH FOR YOUR ALLEGIANCE SHARES, WHICH PROVIDES YOU WITH CERTAIN VALUE The Offer provides you with 100% cash consideration for your Allegiance Shares at a substantial premium. By accepting the Offer: — You will be entitled to receive cash for your shares on the terms of the Offer; — You will generally be paid within 5 business days of acceptance, once the Offer is declared unconditional; and — You will not incur any brokerage charges by accepting the Offer from Zinifex Australia, whereas such charges may be incurred if you choose to sell on-market. The certainty provided by receiving cash at an attractive valuation and substantial premium under the Offer should be compared with the uncertainty associated with remaining an Allegiance Shareholder. Allegiance’s development and exploration projects will likely require significant funding, which may require Allegiance to raise equity capital in the future. If there was a future capital raising, Allegiance Shareholders will be faced with a choice to invest further capital in Allegiance or, to the extent that Allegiance Shareholders choose not to participate in the capital raising, dilute their interests in Allegiance. Moreover, failure to secure appropriate funding on a timely basis may cause Allegiance to either postpone, or cancel, its development plans. The certainty of this cash offer should be compared to the risks and uncertainties of remaining an Allegiance Shareholder. These risks include, but are not limited to: — Single source of cashflow; — Commissioning risk; — Metal price risk; — Additional funding and capital investment risk; — Operational and technical risk; — Exploration and development risk; and — Financing risk.
ZINIFEX AUSTRALIA’S OFFER PROVIDES CERTAIN VALUE WITH AN ATTRACTIVE PREMIUM
IF YOU DO NOT ACCEPT, YOU WILL BE EXPOSED TO A VARIETY OF RISKS If you do not accept the Offer, there are certain risks (additional to those described above) that you should be aware of: — The share price of Allegiance Shares on the ASX may fall;
— Dependingonly use personal For on what level of acceptances Zinifex Australia receives under the Offer, the market for your Allegiance Shares may be less liquid or less active; and — If Zinifex Australia becomes entitled to compulsorily acquire your Allegiance Shares, it intends to do so. If your Allegiance Shares are compulsorily acquired, you will be paid later than Allegiance Shareholders who accept the Offer.
THERE ARE RISKS YOU SHOULD BE AWARE OF IF YOU DO NOT ACCEPT
6 1. Summary of the Offer
What Zinifex Australia Zinifex Australia is offering to buy all Allegiance’s Shares, including is offering to buy Shares that are issued during the Offer Period due to the exercise of Allegiance Options, on the terms set out in this Bidder’s Statement. You may only accept this Offer in respect of all your Allegiance Shares.
What you will receive if If you accept the Offer you will, subject to the satisfaction of the you accept the Offer conditions to the Offer, receive for each of Your Shares: — $0.90; or — $1.00 – if Zinifex Australia acquires a relevant interest in more than 30% of Allegiance Shares during the Offer Period or if the Allegiance Board recommends the Offer.
When you will be paid Generally, Zinifex Australia will pay the consideration due to you under the Offer on or before five Business Days after the later of the date you accept the Offer and the date on which the Offer becomes unconditional. Full details of when payments will be made are set out in clause 9.6 of this Bidder’s Statement.
No brokerage on You will not pay brokerage if you accept the Offer. Any such costs acceptances will be borne by Zinifex Australia.
Close of the Offer The Offer closes at 7pm (Melbourne time) on 8 February 2008, unless it is extended under the Corporations Act.
There are some The Offer is subject to the following conditions: conditions to the — Foreign Investment Review Board approval (because Offer Zinifex Limited’s shareholder base is thought to be more than 40% foreign); — no material adverse change affecting Allegiance; and — no change to the capital structure of Allegiance and its subsidiaries. Full terms of the conditions are set out in clause 9.7 of this Bidder’s Statement. Zinifex Australia may choose to waive any of these conditions, other than Foreign Investment Review Board approval, in accordance with the Offer.
Allegiance Options Allegiance Option holders whose Options are exercised into Shares
For personal use only use personal For during the Offer Period will be able to accept the Offer in respect of the Shares which they are issued. Zinifex Australia is not making a separate offer to holders of Allegiance Options at this time, but may subsequently do so depending on the outcome of the Offer. Any offer to holders of Allegiance Options would be on terms comparable to the Offer, adjusted for any difference between the offer price and the exercise price of the Allegiance Options.
7 How you accept You may only accept the Offer for all your Allegiance Shares. the Offer Issuer sponsored shareholders If your Allegiance Shares are held on Allegiance’s issuer sponsored subregister (such holdings will be evidenced by an ‘I’ appearing next to your holder number on the enclosed Acceptance Form), to accept this Offer, you must complete and sign the Acceptance Form enclosed with this Bidder’s Statement and return it to the address indicated on the form before the Offer closes. CHESS sponsored shareholders If your Allegiance Shares are in a CHESS Holding (such holdings will be evidenced by an ‘X’ appearing next to your holder number on the enclosed Acceptance Form), you may accept the Offer by either: — completing and signing the Acceptance Form enclosed with this booklet and returning it to the address indicated on the form; or — calling your broker and instructing your broker to accept the Offer on your behalf, before the Offer closes. Participants If you are a Participant, acceptance of this Offer must be initiated in accordance with rule 14.14 of the ASTC Settlement Rules before the Offer closes. Full details on how to accept the Offer are set out in clause 9.3 of this Bidder’s Statement.
Where to go for For queries on how to accept the Offer, see the enclosed Acceptance further information Form or contact the Zinifex Offer Information Line on 1300 658 985 (within Australia) or +61 2 8986 9352 (outside Australia). For queries in relation to your Allegiance shareholding, call Computershare Investor Services Pty Limited on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia). For all other queries in relation to the Offer, please contact the Zinifex Offer Information Line on 1300 658 985 (within Australia) or +61 2 8986 9352 (outside Australia). Please note that calls to the above numbers may be recorded.
Important notice The information in this clause 1 is a summary only of Zinifex’s Offer and is qualified by the detailed information set out elsewhere in this Bidder’s Statement. You should read the entire Bidder’s Statement and the target’s statement that Allegiance will shortly be sending to you, before
deciding whether to accept the Offer. For personal use only use personal For
8 2. Information on Zinifex Australia and the Zinifex Group
2.1 Introduction 2.2 Overview of the Zinifex Group The bidder under the Offer is Zinifex Australia and its principal activities Limited, which is a wholly-owned subsidiary (a) History and operations of Zinifex Limited. Zinifex Limited listed on the ASX on 5 April 2004. Since listing, Zinifex Limited has Zinifex Limited is listed on the ASX with provided strong returns for its shareholders. a market capitalisation of approximately $6.83 billion (as at 14 December 2007). The Zinifex Group owns and operates the Zinifex Limited has a range of institutional Century Mine, the world’s second largest and non-institutional shareholders, none zinc mine and Australia’s largest zinc and of which control more than 15% of Zinifex lead mine, which is located at Lawn Hill in Limited’s shares. Further information Queensland near the Gulf of Carpentaria. regarding Zinifex Limited’s substantial Century Mine produces approximately shareholders and top ten shareholders 500,000 tonnes of concentrates a year. can be found at www.asx.com.au. The Zinifex Group also owns and operates Zinifex Limited’s head office is based in the Rosebery Mine in north-west Tasmania, Melbourne, Australia. The Zinifex Group is which produces zinc, lead, copper, silver and one of the world’s leading zinc and lead gold. Early progress in a three year program miners, supplying approximately 5 per cent to extend the mine life has been extremely and 1 per cent respectively of global demand successful, resulting in a 65 per cent increase for zinc and lead concentrates. in Rosebery’s resource and extending the mine life beyond 10 years. Zinifex Limited seeks to invest in high margin, long life expandable mines in Australia and Current development projects include Dugald other international locations, focusing on zinc, River in Queensland and Izok Lake in Canada copper, nickel, silver, gold and lead with with a growing number of exploration projects consideration of niche metals opportunities. in Australia, Canada, China, Mexico, Sweden and Tunisia with plans to expand this list as The separation of Zinifex Limited’s smelting the Zinifex Group grows. and refining business and subsequent successful initial public offering of Nyrstar NV In December 2006, Zinifex Limited in October 2007 has enabled Zinifex Limited announced its intention to demerge its zinc to concentrate, financially and strategically, smelting and alloying operations and join on developing and growing a pure mining them with those of Belgian based materials company. Zinifex Limited’s strategy is to build technology company, Umicore. On a project pipeline to create a growth and 1 September 2007 these assets were joined reserves replacement portfolio beyond the with those of Umicore in a joint venture to life of its Century and Rosebery mines. create Nyrstar NV, the world’s pre-eminent zinc metal producer. On 29 October 2007 As a leading mid-tier mining company, Zinifex Limited announced the successful Zinifex Limited is well positioned to benefit public offer of shares in Nyrstar NV, with from growth opportunities that arise. gross proceeds for Zinifex Limited and
For personal use only use personal For Umicore of at least €1.74 billion, of which Zinifex Limited’s share is approximately 60%. The proceeds received by Zinifex Limited from the demerger and float of Nyrstar NV are approximately A$2 billion less the
9 estimated costs of undertaking the of the National Board. He is a fellow of the transaction (including tax) of approximately Australian Institute of Company Directors. A$260 million. These proceeds provide He was the immediate past President of its Zinifex Limited with significant additional Western Australian division in 2002–2003 financial capacity to achieve its strategy of and sat on the National Board of that body becoming a significant mid-tier base metals during his presidency. mining company. Peter is also Chairman of West Australian Also in December 2006, Zinifex Limited Newspapers Holdings Limited and announced global exploration joint ventures ThinkSmart Limited, and a non-executive in Mexico, Tunisia and Sweden to explore director of Nyrstar NV, Great Southern poly-metallic tenement areas in those Plantations Limited and Bunnings Property countries. A venture into mineral exploration Management Limited, which is the in China was announced in March 2007 responsible entity of Bunnings Warehouse with an alliance with Asia Now Resources. Property Trust. Peter is also Chairman of the Zinifex Limited Board’s Remuneration and On 19 June 2007 Zinifex Limited acquired Nomination Committee. Wolfden Resources, a Canadian exploration and development company which owned Dr Peter Cassidy, Non-Executive Director the Izok Lake and High Lake copper/zinc Dr Peter Cassidy joined the Zinifex Limited deposits as well as exploration tenements in Board in March 2004. Peter has 35 years the northern Canadian Territory of Nunavut. of experience in the resource sector, both The acquisition of Wolfden significantly internationally and within Australia. He was increased the Zinifex Group’s zinc and Chief Executive Officer of Goldfields Ltd copper resources. until its merger with Delta Gold (to form AurionGold Limited), after which he remained Zinifex owns the Dugald River zinc project a director of AurionGold for a further year. located north of Cloncurry in Queensland. Prior to joining Goldfields Limited, Peter In December 2006, Zinifex Limited was executive director - Operations of announced its intention to conduct a RGC Limited. Feasibility Study that would enable it to take an investment decision to develop the Dugald Peter is also a non-executive director of Sino River mine by the end of 2008. If developed, Gold Mining Ltd, Energy Developments Ltd Dugald River would be commissioned in and Lihir Gold Ltd. Peter is a member of the 2011 and would be the largest new zinc mine Zinifex Limited Board’s Audit and Finance to enter production in at least the next five Committee and Safety, Health & Environment years, with annual zinc output of 200,000 Committee. tonnes per annum. Richard (Dick) Knight, (b) Directors of Zinifex Limited Non-Executive Director Brief profiles of the directors of Zinifex Limited Dick Knight joined the Zinifex Limited Board as at the date of this Bidder’s Statement are in March 2004. Dick is a mining engineer as follows: with more than 40 years experience, both internationally and within Australia. He has Peter Mansell, Chairman previously been Chief Executive Officer of Peter Mansell joined the Zinifex Limited Energy Resources of Australia Limited, an Board as Chairman in March 2004. Peter executive director of North Limited and
hasonly use personal For a broad range of experience in the managing director of Inco Australia management, direction, development and Management Pty Ltd. governance of listed entities. He was a corporate and resources partner in the law Dick is currently the non-executive Chairman firm Freehills, and at various times has been of Heuris Partners, a Melbourne-based the Freehills National Chairman, Managing advisory and strategic planning practice. Partner of the Perth office and a member Dick is a member of the Zinifex Limited
10 Board’s Safety, Health & Environment (c) Directors of Zinifex Australia Committee and the Remuneration and Brief profiles of the directors of Zinifex Nomination Committee. Australia as at the date of this Bidder’s Statement are as follows: Anthony (Tony) Larkin, Non-Executive Director Anthony (Tony) Barnes Tony Larkin joined the Zinifex Limited Board Tony Barnes is currently the Acting Chief in March 2004. Tony was previously Executive Officer of Zinifex Limited. He will executive director - Finance of Orica Limited, hold this position until Andrew Michelmore and prior to that held various senior finance commences his role as Chief Executive executive roles with BHP, including Group Officer, after which Tony will resume his General Manager Finance, BHP Minerals, position as Chief Financial Officer of Zinifex for seven years, and Corporate Treasurer. Limited and a member of its Executive From 1993 to 1997 he was seconded to the Committee. position of Chief Financial Officer of Fosters Brett Fletcher Brewing Group. Brett Fletcher is the Chief Operating Officer Tony is also a non-executive director of of Zinifex Limited and a member of its Corporate Express Australia Limited, Incitec Executive Committee. Pivot Ltd and Eyecare Partners Limited. Tony is Chairman of the Zinifex Limited Stewart Howe Board’s Audit and Finance Committee Stewart Howe is the Chief Development and a member of the Remuneration and Officer of Zinifex Limited and a member of Nomination Committee. its Executive Committee. Dean Pritchard, Non-Executive Director Francesca Lee Dean Pritchard joined the Zinifex Limited Francesca Lee is the General Counsel & Board in March 2004. Dean has over 30 Company Secretary of Zinifex Limited, and years experience in the engineering and is also the Company Secretary of Zinifex construction industry. He was chief executive Australia. officer of Baulderstone Hornibrook. (d) Financial information on the Zinifex Group He is currently a director of Eraring Energy. The Zinifex Group reported net profit after Dean is also a non-executive director of tax of $1,334.8 million for the year ended OneSteel Ltd and Spotless Group Limited. 30 June 2007, up more than 24 per cent He is Chairman of Steel & Tube Holdings on the previous financial year. Consolidated Limited, which is a New Zealand subsidiary revenue rose to $4,608.6 million in financial of OneSteel Limited. Dean is Chairman of year 2007, from $3,062.7 million in financial the Zinifex Limited Board’s Safety, Health year 2006. Cash inflows from operating & Environment Committee and a member activities were $1,585.9 million, an increase of the Audit and Finance Committee. of 83 per cent compared to the previous financial year. Recent announcement of new Managing Director Elect and Financial results for the year ended Chief Executive Officer Elect 30 June 2007 included contributions from In November 2007, Zinifex Limited the Zinifex Group’s smelting and refining announced the appointment of Andrew business, which was separated from the Michelmore as Chief Executive Officer and Zinifex Group in September 2007 and joined For personal use only use personal For Managing Director from 1 February 2008. with the operations of Umicore in a joint Andrew was previously Chief Executive venture to create Nyrstar NV. After the Officer of Russian energy and aluminium completion of Nyrstar’s initial public offering company EN+ Group. Prior to that he held in October 2007, the Zinifex Group’s revenue various management roles with leading and profit will be solely derived from its Australian resources company WMC mining business. Resources Limited over a period of 12 years.
11 2.3 Publicly available information ASX maintains files containing publicly disclosed about Zinifex Australia and the information about all listed companies. Zinifex Zinifex Group Limited’s file is available for inspection at ASX Zinifex Australia’s parent company, Zinifex during normal business hours. Limited, is a listed disclosing entity for the In addition, Zinifex Australia and Zinifex purposes of the Corporations Act and as Limited are required to lodge various such is subject to regular reporting and documents with ASIC. Copies of documents disclosure obligations. Specifically, as a listed lodged with ASIC by Zinifex Australia and company, Zinifex Limited is subject to the Zinifex Limited may be obtained from, or listing rules of ASX which require continuous inspected at, an ASIC office. disclosure of any information Zinifex Limited has concerning it that a reasonable person A substantial amount of information about would expect to have a material effect on Zinifex Limited is available in electronic the price or value of its securities. form at www.zinifex.com.
3. According to Allegiance’s Report for September 2007 Quarter, the Avebury Nickel Mine is fully operational, with Allegiance expecting production to begin in the first Information on quarter of 2008. Avebury Mine contains 131,000 tonnes of nickel in resources at Allegiance a 0.7% nickel cut-off grade. According to Allegiance’s 2006 Annual Report, Avebury nickel ore has a simple metallurgy and 3.1 overview of Allegiance and produces a premium concentrate grading its principal activities above 20% nickel that will be sold at (a) History and operations commensurate premium prices. Allegiance is listed on the ASX and has According to its 2006 Annual Report, a market capitalisation of approximately Allegiance has a 10% interest in the Nymagee $550 million (as at 14 December 2007). Mine Joint Venture, with joint venture operator Allegiance’s head office is in Sydney, Triako Resources Limited (a wholly-owned Australia. subsidiary of CBH Resources Limited) and Since 1997, Allegiance has been focused on Ausmindex NL holding the remaining 80%
the exploration, evaluation and development and 10% interests respectively. Nymagee For personal use only use personal For of nickel sulphide deposits in Tasmania. Copper Mine is located within the township This effort has resulted in the discovery of of Nymagee, approximately 80 km south-east significant nickel deposits at Avebury and of Cobar, New South Wales. Melba Flats.
12 According to Allegiance’s most recent 3.3 Publicly available information quarterly report lodged with ASX on about Allegiance 30 October 2007 and its China Mining Allegiance is a listed disclosing entity for Conference Presentation lodged with ASX the purposes of the Corporations Act and on 14 November 2007, Allegiance has as such is subject to regular reporting and 774,927,810 shares on issue, comprising disclosure obligations. Specifically, as a listed approximately 13,100 shareholders company, Allegiance is subject to the listing including the Jinchuan Group which holds rules of ASX which require continuous approximately 10% of Allegiance Shares disclosure of any information Allegiance (according to the latest substantial holder has concerning it that a reasonable person notice lodged by the Jinchuan Group with would expect to have a material effect on ASX). In addition, Allegiance’s management the price or value of its securities. control 6.2% of Allegiance Shares. ASX maintains files containing publicly A list of the top 20 shareholders of Allegiance disclosed information about all listed is set out in its 2006 annual report, which companies. Allegiance’s file is available is available at Allegiance’s website at for inspection at ASX during normal www.allegiance-mining.com.au. business hours. (b) Directors In addition, Allegiance is required to lodge As at the date of this Bidder’s Statement, various documents with ASIC. Copies of there are 6 directors (including one alternate documents lodged with ASIC by Allegiance director) of Allegiance. The directors of may be obtained from, or inspected at, Allegiance are as follows: an ASIC office. — Tony Howland-Rose (Executive Chairman); A substantial amount of information about — David Deitz (Executive Director and Chief Allegiance is available in electronic form at Financial Officer); www.allegiance-mining.com.au. — Eddie Lee (Non-Executive Director); — Shi Peirong (Director); — Barry Sullivan (Non-Executive Director); and — Zhang Yimin (Alternate Director for Shi Peirong). 3.2 Disclaimer The information on Allegiance has been prepared by Zinifex Australia using publicly available information. The information has not been independently verified and Zinifex Australia does not make any representation or warranty, express or implied, as to the accuracy or completeness of that information. The information on Allegiance in this Bidder’s Statement should not be considered comprehensive.
For personal use only use personal For Further information relating to Allegiance’s business may be included in Allegiance’s target’s statement which Allegiance must provide to Allegiance shareholders in response to this Bidder’s Statement.
13 4. Information on Allegiance’s securities
4.1 Allegiance’s issued securities Mining NL Employee Incentive Scheme. According to documents provided by Options are issued under the scheme at Allegiance to ASX, as at the date of this target exercise prices based on a premium Bidder’s Statement, Allegiance’s issued of 25% above the average Allegiance share securities consisted of: price over a 5 day period around the option — 774,927,810 Shares; and grant date; and — 32,165,500 Options. — Options have also been issued to consultants to Allegiance, and to Societe Generale as 4.2 Options part of Allegiance’s financing arrangements. According to documents provided by Allegiance to ASX: The Options are not quoted on the ASX. — Options over unissued shares have been issued by Allegiance under the Allegiance
So far as is known to Zinifex Australia, the exercise prices and expiry dates for the Options on issue as at the date of this Bidder’s Statement are as follows:
Exercise price Expiry date Number on issue
17 cents 31/07/2008 5,890,000
17 cents 27/01/2010 450,000
19.4 cents 13/09/2010 3,037,500
24 cents 12/01/2009 500,000
34 cents 01/06/2011 630,000
78.6 cents 19/03/2012 3,400,000
80.24 cents 19/03/2012 4,258,000
85.74 cents 14/12/2012 2,000,000
98.57 cents 18/07/2012 12,000,000 For personal use only use personal For
14 4.3 Interests in Allegiance securities a notice of compulsory acquisition to all As at the date of this Bidder’s Statement: outstanding Allegiance shareholders (if — Zinifex Australia did not have any voting Zinifex Australia and its associates have power in Allegiance; a relevant interest in more than 90% of Allegiance Shares at the time) in respect — Zinifex Australia did not have a relevant of any Allegiance Shares which are issued: interest in Shares; and — Zinifex Australia did not have a relevant — after the Offer closes but before the notices interest in any Options. are given (pursuant to section 661A(4)(b) of the Corporations Act); or As at the date of the Offer: — on exercise of Allegiance Options, up to 6 Zinifex Australia’s voting power in Allegiance — weeks after the notices are given (pursuant to was 0%; section 661A(4)(c) of the Corporations Act). — Zinifex Australia had a relevant interest in 0 Shares; and If not all of the Allegiance Options are acquired by Zinifex Australia or cancelled — Zinifex Australia did not have a relevant pursuant to agreements or other interest in any Options. arrangements, and Zinifex Australia is entitled 4.4 Dealings in Shares to compulsory acquire any outstanding Neither Zinifex Australia nor any associate of Shares, Zinifex Australia presently intends to Zinifex Australia has provided, or agreed to seek to compulsory acquire or cancel any provide, consideration for Shares under any outstanding Options pursuant to Part 6A.2 purchase or agreement during the 4 months of the Corporations Act, although it reserves before the date of this Bidder’s statement. the right not to do so. 4.5 Effect of the Offer on Options 4.6 No pre Offer benefits The Offer extends to Allegiance Shares that During the period of 4 months before the are issued on the exercise of Allegiance date of this Bidder’s Statement, neither Options during the period from the Register Zinifex Australia nor any associate of Zinifex Date to the end of the Offer Period. Australia gave, or offered to give, or agreed to give a benefit to another person which Zinifex Australia is not making a separate was likely to induce the other person, or offer to holders of Allegiance Options at this an associate of the other person, to: time, but may subsequently do so depending accept the Offer; or on the outcome of the Offer. Any offer to — dispose of Allegiance Shares, holders of Allegiance Options would be on — terms comparable to the Offer, adjusted for and which is not offered to all holders any difference between the offer price and of Allegiance Shares under the Offer. the exercise price of the Allegiance Options. 4.7 No escalation agreements If Zinifex Australia and its associates have Neither Zinifex Australia nor any associate relevant interests in at least 90% of the of Zinifex Australia has entered into any Allegiance Shares during or at the end of escalation agreement that is prohibited
the Offer Period, Zinifex Australia will give by section 622 of the Corporations Act. For personal use only use personal For
15 5. Sources of consideration
5.1 total cash consideration 5.2 Sources of cash consideration The consideration for the acquisition of the The cash consideration payable under the Shares to which the Offer relates will be Offer will be provided from funds held by satisfied wholly in cash. Zinifex Group Treasury Pty Ltd on deposit. As at the date of this Bidder’s Statement, The maximum amount of cash that Zinifex Zinifex Group Treasury Pty Ltd has funds Australia would be required to pay under the on deposit with various financial institutions Offer if acceptances are received in respect including National Australia Bank, of Allegiance Shares on issue as at the date Commonwealth Bank of Australia, Societe of this Bidder’s Statement (other than those Generale and Westpac Banking Corporation, Allegiance Shares in which Zinifex Australia which exceed the aggregate funds required has a relevant interest) would be to fund the Offer, and has agreed approximately $775 million. unconditionally to advance any funds to In addition, if holders of all Options on issue Zinifex Australia necessary to meet its as at the date of this Bidder’s Statement obligations under the Offer. exercise those Options and accept the Offer in respect of the Shares issued to them, an additional approximately $32 million will be payable by Zinifex Australia under the Offer. Accordingly, the maximum amount that Zinifex Australia could be required to pay under the Offer is approximately $807 million,
together with transaction costs. For personal use only use personal For
16 6. Zinifex Australia’s intentions in relation to Allegiance
6.1 Introduction In that circumstance, Zinifex Australia’s The articulation and formulation of Zinifex current intentions are as follows: Australia’s intentions are necessarily limited (a) Corporate matters by virtue of the fact that it has only had Zinifex Australia intends to: access to publicly available information proceed with compulsory acquisition of the about Allegiance and its affairs. — outstanding Shares in accordance with the The intentions of Zinifex Australia are set provisions of Part 6A.1 of the Corporations out in this section of the Bidder’s Statement. Act, including any Allegiance Shares which Those intentions have been formed on the are issued after the close of the Offer as a basis of facts and information concerning result of the exercise of Options (see clause Allegiance, and the general business 4.5 of this Bidder’s Statement); environment, which are known at the time — arrange for Allegiance to be removed from of preparing this Bidder’s Statement. Final the official list of the ASX; and decisions will only be reached by Zinifex — replace the members of the Allegiance Australia in light of material information Board with the nominees of Zinifex Australia. and circumstances at the relevant time. Replacement board members have not yet Accordingly, the statements set out in this been identified by Zinifex Australia and their clause are statements of current intention identity will depend on the circumstances at only and accordingly may vary as new the relevant time. However, it is expected that information becomes available or the majority of the replacement board circumstances change. members will be members of Zinifex 6.2 General intentions Limited’s management team. The proposed acquisition of Allegiance is (b) General operational review part of the Zinifex Group’s strategy to enter After the end of the Offer Period, Zinifex the nickel market. Australia intends to conduct an immediate, Zinifex Australia intends (subject to the broad-based review of Allegiance’s comments referred to below) to continue operations on a strategic, operational and the existing business of Allegiance financial level to: which includes: — evaluate Allegiance’s performance, — the mining of nickel at Avebury; profitability and prospects; — exploration within the mine environs; and — determine the status of Avebury mine — exploration across the total area prospective commissioning project and any support for nickel. required to assure earliest commercial production; and 6.3 Intentions for Allegiance as a — review existing financing facilities and wholly owned controlled entity consolidate financing arrangements. This clause 6.3 describes Zinifex Australia’s intentions if Zinifex Australia and its (c) Specific intentions associates acquire a relevant interest in 90% As a policy, the Zinifex Group does not take
For personal use only use personal For or more of the Shares, and so becomes out hedging cover and is, therefore, fully entitled to proceed to compulsory acquisition exposed to the swings in metal prices and of outstanding Shares in accordance with currencies. Part 6A.1 of the Corporations Act.
17 In its “Report for September 2007 Quarter” 6.4 Intentions for Allegiance as a (released 24 October 2007), Allegiance part owned controlled entity enunciated its policy in relation to hedging. This clause 6.4 describes Zinifex Australia’s Nickel prices for Allegiance’s future nickel intentions if Allegiance becomes a controlled production remain unhedged and entity of Zinifex Australia, but Zinifex Australia Allegiance’s project financing facility has is not entitled to proceed to compulsory no mandatory nickel metal price hedging acquisition in accordance with Part 6A.1 requirements. Allegiance also has no foreign of the Corporations Act. exchange or interest rate hedging at this time. In that circumstance, Zinifex Australia’s Jinchuan Nickel Mining Company current intentions are as follows: Zinifex Australia intends to maintain the (a) Corporate matters existing long-term nickel concentrate offtake After the end of the Offer Period, Zinifex agreement with Jinchuan Nickel Mining Australia intends: Company, and expects to grow this relationship with its key customer in the — (subject to the Corporations Act and the event that production at Avebury can be constitution of Allegiance) to seek to replace expanded and/or extended. some of the members of the Allegiance Board with nominees of Zinifex Australia. (d) Impact on Employees Zinifex Australia would consider the Zinifex Australia anticipates that personnel recommendations in the ASX Corporate presently involved with the Avebury mine Governance Guidelines when determining project, will join Zinifex Australia in their the composition of the board. Replacement present or similar capacities. In addition, board members have not yet been finally it is Zinifex Australia’s current intention decided by Zinifex Australia and their identity to examine the potential for expanding will depend on the circumstances at the Avebury’s production following relevant time; however, it is expected that the commissioning and that key personnel majority of the replacement board members employed in the Avebury mine project will be members of Zinifex Limited’s will undertake such expansion studies. management team; and Additionally, Zinifex Australia would — (subject to continued compliance by examine the present exploration plans Allegiance with the Listing Rules) to maintain and budgets that Allegiance is pursuing and Allegiance’s listing on the ASX (although determine whether additional investment Allegiance shareholders should be aware would be productive. that in this circumstance the liquidity of Allegiance Shares on ASX may be materially As a result of the implementation of the above corporate intentions, it is possible that certain adversely affected). corporate functions, for example, those It is possible that, even if Zinifex Australia relating to the maintenance of Allegiance’s is not entitled to proceed to compulsory listing on the ASX, will become redundant. acquisition of minority holdings after the Some job losses may occur as a result, end of the Offer Period under Part 6A.1 of however, the incidence, extent and timing the Corporations Act, it may subsequently of such job losses cannot be predicted in become entitled to exercise rights of general advance. If redundancies do occur, the compulsory acquisition under Part 6D.2 of
relevant employees will receive benefits the Corporations Act; for example, as a result For personal use only use personal For in accordance with their contractual and of acquisitions of Shares in reliance on the other legal entitlements. ‘3% creep’ exception in item 9 of section 611 of the Corporations Act. If so, it intends to exercise those rights.
18 (b) General operational review 6.6 Other intentions After the end of the Offer Period, Zinifex Subject to the matters described above in Australia intends to propose to the Allegiance this clause 6 and elsewhere in this Bidder’s Board that an immediate, broad based review Statement and, in particular, the completion of Allegiance’s operations be conducted on a of the strategic review of Allegiance’s strategic, operational and financial level, along operations, it is the intention of Zinifex similar lines to that described in clause 6.3(b). Australia, on the basis of the facts and Zinifex Australia intends, subject to the information concerning Allegiance that are approval of the Allegiance Board, to known to it and the existing circumstances participate in this review. affecting the assets and operations of Allegiance at the date of this Bidder’s (c) Limitations in giving effect to intentions Statement, that: The ability of Zinifex Australia to implement — the business of Allegiance will be conducted the intentions set out in this clause 6.4 will be in the same manner as at the date of this subject to the legal obligations of Allegiance Bidder’s Statement; directors to have regard to the interests of there will be no redeployment of the fixed Allegiance and all Allegiance shareholders, — assets of Allegiance; and and the requirements of the Corporations Act and the ASX Listing Rules relating to — the present employees of Allegiance will transactions between related parties. Zinifex continue to be employed by Allegiance. Australia will only make a decision on the above mentioned courses of action following legal and financial advice in relation to those requirements. 6.5 Intentions for Allegiance if not controlled by Zinifex Australia This clause 6.5 describes Zinifex Australia’s intentions if Allegiance does not become a controlled entity of Zinifex Australia. In that circumstance: — Zinifex Australia does not expect to be in a position to give effect to the intentions set out in clauses 6.3 or 6.4 of this Bidder’s Statement; and — Zinifex Australia’s current intention is to hold any stake in Allegiance with a view to maximising returns for Zinifex Limited and its shareholders (this may result in Zinifex Australia acquiring additional shares, to
the extent permitted by law). For personal use only use personal For
19 7. Tax considerations
7.1 Introduction The capital proceeds of the capital gains tax The following is a general description of event will be the consideration price received the Australian income and capital gains tax by the Allegiance shareholder in respect of consequences to Allegiance shareholders the disposal of the Shares. The cost base of the acceptance of the Offer. The comments of the Shares generally includes their cost set out below are relevant only to those of acquisition and any incidental costs of Allegiance shareholders who hold their Shares acquisition and disposal that are not as capital assets for the purpose of investment. deductible to the shareholder. Allegiance shareholders who are not resident If the Shares were acquired at or before in Australia for tax purposes should take into 11.45am on 21 September 1999 and held account the tax consequences under the laws for at least 12 months before their disposal, of their country of residence, as well as under a Allegiance shareholder may adjust the cost Australian law, of acceptance of the Offer. base of the Shares to include indexation by The following summary is intended only for reference to changes in the consumer price Australian resident Allegiance shareholders. index from the calendar quarter in which the Shares were acquired until the quarter The following description is based upon the ended 30 September 1999. These indexation Australian law and administrative practice in adjustments are taken into account only for effect at the date of this Bidder’s Statement, the purposes of calculating capital gain; they but it is general in nature and is not intended are ignored when calculating the amount of to be an authoritative or complete statement any capital loss. of the laws applicable to the particular circumstances of every Allegiance Individuals, complying superannuation entities shareholder. Allegiance shareholders should or trustees that have held Shares for at least seek independent professional advice in 12 months but do not index the cost base of relation to their own particular circumstances. the Shares should be entitled to discount the amount of the capital gain (after application of 7.2 Australian resident shareholders capital losses) from the disposal of Shares by Acceptance of the Offer will involve the 50% in the case of individuals and trusts or by disposal by Allegiance shareholders of their 33% for complying superannuation entities. Shares by way of transfer to Zinifex Australia. This change in the ownership of the Shares Capital gains and capital losses of a taxpayer in will constitute a capital gains tax event for a year of income are aggregated to determine Australian capital gains tax purposes. whether there is a net capital gain. Any net capital gain is included in assessable income Allegiance shareholders who are Australian and is subject to income tax. Capital losses residents may make a capital gain or capital loss may not be deducted against other income on the transfer of Shares acquired on or after for income tax purposes, but may be carried 20 September 1985, depending on whether forward to offset against future capital gains.
their capital proceeds from the disposal of the For personal use only use personal For Shares are more than the cost base (or in some cases indexed cost base) of those Shares, or whether the capital proceeds are less than their reduced cost base of those Shares.
20 7.3 non resident shareholders that Allegiance will be deemed to have over Allegiance shareholders who are not resident 50% of its underlying value represented in Australia for income tax purposes are by Australian real property (land and rights generally not subject to Australian capital relating to land) – which would generally be gains tax on the disposal of Shares if they and the case for Australian mining companies. their associates have not held 10% or more of 7.4 goods and services tax the issued Shares throughout a twelve month Holders of Allegiance Shares should not period in the two years preceding the disposal be liable to GST in respect of a disposal of of their Shares. This is on the assumption those Shares.
8. Other material information 8.1 foreign Investment Review Board 8.2 Date for determining holders approval of Shares Based on information received pursuant For the purposes of section 633 of the to tracing notices given to registered Corporations Act, the date for determining shareholders, Zinifex Australia may be the people to whom information is to be sent regarded as a “foreign person” under the under items 6 and 12 of subsection 633(1) Foreign Acquisitions and Takeovers Act 1975 is the Register Date. (Cth) (FATA). 8.3 Consents Accordingly, the Offer and any contract formed This Bidder’s Statement contains statements on acceptance of the Offer are conditional on made by, or statements said to be based on the approval of the Foreign Investment Review statements made by, Zinifex Limited and Board (FIRB). Approval will not be given to the Zinifex Group Treasury Pty Ltd. Zinifex Offer if the Treasurer of the Commonwealth Limited and Zinifex Group Treasury Pty Ltd of Australia, on advice from FIRB, considers have consented to the inclusion of: that the result of the takeover will be contrary each statement it has made; and to the Australian public interest. — — each statement which is said to be based Zinifex Australia has given notification of on a statement it has made, the Offer to FIRB under the FATA and has For personal use only use personal For provided FIRB with a detailed submission. in the form and context in which the statements appear and has not withdrawn that Zinifex Australia considers that the transaction consent at the date of this Bidder’s Statement. is consistent with the Government’s foreign investment policy and expects FIRB approval to be given in due course.
21 This Bidder’s Statement includes statements 8.4 Social security and which are made in, or based on statements superannuation implications made in, documents lodged with ASIC or of Offer given to ASX. Under the terms of ASIC Class Acceptance of the Offer may have implications Order 01/1543, the parties making those under your superannuation arrangements or statements are not required to consent to, on your social security entitlements. If in any and have not consented to, inclusion of doubt, you should seek specialist advice. those statements in this Bidder’s Statement. 8.5 Other material information The relevant statements were taken from Allegiance’s 2006 Annual Report, September Except as disclosed elsewhere in this 2007 quarterly reports, China Mining Bidder’s Statement, there is no other Conference Presentation lodged with ASX information that is: on 14 November 2007 and other notices (a) material to the making of a decision which Allegiance has lodged with ASX. by an Allegiance shareholder whether If you would like to receive a copy of any or not to accept the Offer; and of those documents, or the relevant parts (b) known to Zinifex Australia, of the documents containing the statements, (free of charge), during the Offer Period, which has not previously been disclosed please call the Zinifex Offer Information to Allegiance shareholders. Line on 1300 658 985 (within Australia) or +61 2 8986 9352 (outside Australia). For legal reasons, calls to these numbers will be recorded. In addition, as permitted by ASIC Class Order 03/635, this Bidder’s Statement may include or be accompanied by certain statements: — fairly representing a statement by an official person; or — from a public official document or a published book, journal or comparable publication. Citi and Freehills have consented to being named in this Bidder’s Statement, but should not be regarded as authorising the issue of
this Bidder’s Statement or any statements in it. For personal use only use personal For
22 9. The terms and conditions of the Offer
9.1 offer (e) If, at the time the Offer is made to you, or (a) Zinifex Australia offers to acquire all of at any time during the Offer Period, another Your Shares on and subject to the terms person is, or is entitled to be, registered as and conditions set out in clause 9 of this the holder of some or all of the Shares to Bidder’s Statement. which this Offer relates: (1) a corresponding offer on the same (b) The consideration under the Offer is: terms and conditions as this Offer will be (1) $0.90 per Share; or deemed to have been made to that other (2) $1.00 per Share – if Zinifex Australia person in respect of those Shares; and acquires relevant interest in more than (2) a corresponding offer on the same terms 30% of Allegiance Shares during the and conditions as this Offer will be Offer Period or if the Allegiance Board deemed to have been made to you in recommends the Offer. respect of any other Shares you hold to Customary qualifications and explanations which the Offer relates; and in relation to a recommendation to accept the (3) this Offer will be deemed to have been Offer to the effect that the recommendation withdrawn immediately at that time. is made in the absence of a superior proposal from a third party will not be regarded as a (f) If at any time during the Offer Period you failure to make a recommendation in favour are registered or entitled to be registered as of the Offer. the holder of one or more parcels of Shares as trustee or nominee for, or otherwise on (c) By accepting this Offer, you undertake to account of, another person, you may accept transfer to Zinifex Australia not only the as if a separate Offer on the same terms and Shares to which the Offer relates, but also all conditions as this Offer had been made in Rights attached to those Shares (see clause relation to each of those parcels and any 9.5(c)(6) and clause 9.6(c)). parcel you hold in your own right. To validly (d) This Offer is being made to each person accept the Offer for each parcel, you must registered as the holder of Shares in the comply with the procedure in section 653B(3) register of Allegiance shareholders at 8am of the Corporations Act. If, for the purposes (Melbourne time) on the Register Date. of complying with that procedure, you require It also extends to: additional copies of this Bidder’s Statement (1) holders of securities that come to be and/or the Acceptance Form, please call Shares during the period from the the Zinifex Offer Information Line on Register Date to the end of the Offer 1300 658 985 (within Australia) or Period due to the conversion of, or +61 2 8986 9352 (outside Australia) to exercise of rights conferred by, such request those additional copies. securities and which are on issue as at (g) If Your Shares are registered in the name the Register Date; and of a broker, investment dealer, bank, trust (2) any person who becomes registered, or company or other nominee you should
entitled to be registered, as the holder contact that nominee for assistance in For personal use only use personal For of Your Shares during the Offer Period. accepting the Offer. (h) The Offer is dated 3 January 2008.
23 9.2 Offer Period (c) Shares held in your name in a CHESS (a) Unless withdrawn, the Offer will remain open Holding for acceptance during the period commencing (1) If Your Shares are held in your name on the date of this Offer and ending at 7pm in a CHESS Holding (in which case (Melbourne time) on the later of: your Holder Identification Number will (1) 8 February 2008; or commence with ‘X’) and you are not (2) any date to which the Offer Period a Participant, you should instruct your is extended. broker or Controlling Participant (this is normally the stockbroker through whom (b) Zinifex Australia reserves the right, you bought Your Shares or ordinarily exercisable in its sole discretion, to extend acquire shares on the ASX) to initiate the Offer Period in accordance with the acceptance of this Offer on your Corporations Act. behalf in accordance with Rule 14.14 (c) If, within the last 7 days of the Offer Period, of the ASTC Settlement Rules before either of the following events occur: the end of the Offer Period; (1) the Offer is varied to improve the (2) If Your Shares are held in your name consideration offered; or in a CHESS Holding (in which case (2) Zinifex Australia’s voting power in your Holder Identification Number Allegiance increases to more than 50%, will commence with ‘X’) and you are a Participant, you should initiate then the Offer Period will be automatically acceptance of this Offer in accordance extended so that it ends 14 days after the with rule 14.14 of the ASTC Settlement relevant event in accordance with section Rules before the end of the Offer Period. 624(2) of the Corporations Act. (3) Alternatively, to accept this Offer for 9.3 How to accept this Offer Shares held in your name in a CHESS (a) General Holding (in which case your Holder (1) Subject to clause 9.1(e) and clause 9.1(f), Identification Number will commence you may accept this Offer only for all of with ‘X’), you may sign and complete the Your Shares. Acceptance Form in accordance with the (2) You may accept this Offer at any time terms of this Offer and the instructions on during the Offer Period. the Acceptance Form and ensure that it (including any documents required by (b) Shares held in your name on Allegiance’s the terms of this Offer and the issuer sponsored subregister instructions on the Acceptance Form) is To accept this Offer for Shares held in sent and postmarked before the end of your name on Allegiance’s issuer the Offer Period, to one of the addresses sponsored subregister (in which case shown on the Acceptance Form. your Securityholder Reference Number (4) If Your Shares are held in your name will commence with ‘I’), you must: in a CHESS Holding (in which case (1) complete and sign the Acceptance Form your Holder Identification Number will in accordance with the terms of this Offer commence with ‘X’), you must comply and the instructions on the Acceptance with any other applicable ASTC Form; and Settlement Rules. (2) ensure that the Acceptance Form
For personal use only use personal For (including any documents required by the terms of this Offer and the instructions on the Acceptance Form) is sent and postmarked before the end of the Offer Period, to one of the addresses shown on the Acceptance Form.
24 (d) Shares of which you are entitled to be this Offer and the instructions on the registered as holder Acceptance Form) is returned by facsimile, To accept this Offer for Shares which are it will be deemed to be received in time not held in your name, but of which you are if the facsimile transmission is received entitled to be registered as holder, you must: (evidenced by a confirmation of successful (1) complete and sign the Acceptance Form transmission) before the end of the Offer in accordance with the terms of this Offer Period, but you will not be entitled to and the instructions on the Acceptance receive the consideration to which you Form; and are entitled, until your original Acceptance Form (including any documents required (2) ensure that the Acceptance Form by the terms of this Offer and the (including any documents required instructions on the Acceptance Form) by the terms of this Offer and the is received at one of the addresses shown instructions on the Acceptance Form) is on the Acceptance Form. sent and postmarked before the end of the Offer Period, to one of the addresses (4) When using the Acceptance Form to shown on the Acceptance Form. accept this Offer in respect of Shares in a CHESS Holding, you must ensure (e) Acceptance Form and other documents that the Acceptance Form (and any (1) The Acceptance Form forms part of documents required by the terms of the Offer. this Offer and the instruction on the (2) If your Acceptance Form (including Acceptance Form) are received by any documents required by the terms Zinifex Australia in time for Zinifex of this Offer and the instructions on the Australia to instruct your Controlling Acceptance Form) is returned by post, Participant to initiate acceptance of this it will be deemed to be received in time Offer on your behalf in accordance with if the envelope in which it is sent is post Rule 14.14 of the ASTC Settlement Rules marked before the end of the Offer before the end of the Offer Period. Period, even if it is received after that date. (5) The postage and transmission of the (3) If your Acceptance Form (including any Acceptance Form and other documents
documents required by the terms of is at your own risk. For personal use only use personal For
25 9.4 Validity of acceptances 9.5 The effect of acceptance (a) Subject to this clause 9.4, your acceptance (a) Once you have accepted this Offer, you will of the Offer will not be valid unless it is made be unable to revoke your acceptance, the in accordance with the procedures set out contract resulting from your acceptance will in clause 9.3. be binding on you and you will be unable to withdraw Your Shares from the Offer or (b) Zinifex Australia will determine, in its sole otherwise dispose of Your Shares, except discretion, all questions as to the form of as follows: documents, eligibility to accept the Offer and time of receipt of an acceptance of (1) if, by the relevant times specified in the Offer. Zinifex Australia is not required clause 9.5(b), the conditions in clause to communicate with you prior to making 9.7 have not all been fulfilled or freed, this determination. The determination of this Offer will automatically terminate and Zinifex Australia will be final and binding Your Shares will be returned to you; or on all parties. (2) if the Offer Period is extended for more than one month and, at the time, this (c) Notwithstanding clause 9.3(b), clause 9.3(c), Offer is subject to one or more of the clause 9.3(d) and clause 9.3(e), Zinifex conditions in clause 9.7, you may be able Australia may, in its sole discretion, at any to withdraw your acceptance and Your time and without further communication to Shares in accordance with section 650E you, deem any Acceptance Form it receives of the Corporations Act. A notice will be to be a valid acceptance in respect of Your sent to you at the time explaining your Shares, even if a requirement for acceptance rights in this regard. has not been complied with but the payment of the consideration in accordance with the (b) The relevant times for the purposes of clause Offer may be delayed until any irregularity 9.5(a)(1) are: has been resolved or waived and any other (1) in relation to the condition in clause documents required to procure registration 9.7(c), the end of the third business day have been received by Zinifex Australia. after the end of the Offer Period; and (2) in relation to all other conditions in clause (d) Where you have satisfied the requirements 9.7, the end of the Offer Period. for acceptance in respect of only some of Your Shares, Zinifex Australia may, in its sole discretion, regard the Offer to be accepted in respect of those of Your Shares but not the remainder. (e) Zinifex Australia will provide the consideration to you in accordance with clause 9.6, in respect of any part of an acceptance
determined by Zinifex Australia to be valid. For personal use only use personal For
26 (c) By signing and returning the Acceptance (4) if you signed the Acceptance Form in Form, or otherwise accepting this Offer respect of Shares which are held in a pursuant to clause 9.3, you will be deemed CHESS Holding, irrevocably authorised to have: Zinifex Australia (or any director, secretary (1) accepted this Offer (and any variation of or agent of Zinifex Australia) to instruct it) in respect of, and, subject to all of the your Controlling Participant to initiate conditions to this Offer in clause 9.7 acceptance of this Offer in respect of being fulfilled or freed, agreed to transfer Your Shares in accordance with Rule to Zinifex Australia, Your Shares (even 14.14 of the ASTC Settlement Rules; if the number of Shares specified on (5) if you signed the Acceptance Form in the Acceptance Form differs from the respect of Shares which are held in a number of Your Shares, subject to clause CHESS Holding, irrevocably authorised 9.1(e) and clause 9.1(f)); Zinifex Australia (or any director, secretary (2) represented and warranted to Zinifex or agent of Zinifex Australia) to give any Australia, as a fundamental condition other instructions in relation to Your going to the root of the contract resulting Shares to your Controlling Participant, from your acceptance, that at the time as determined by Zinifex Australia acting of acceptance, and the time the transfer in its own interests as a beneficial owner of Your Shares (including any rights) and intended registered holder of to Zinifex Australia is registered, that all those Shares; Your Shares are and will be free from all (6) irrevocably authorised and directed mortgages, charges, liens, encumbrances Allegiance to pay to Zinifex Australia, and adverse interests of any nature or to account to Zinifex Australia for, all (whether legal or otherwise) and free Rights in respect of Your Shares, subject, from restrictions on transfer of any nature if this Offer is withdrawn, to Zinifex (whether legal or otherwise), that you Australia accounting to you for any such have full power and capacity to accept Rights received by Zinifex Australia; this Offer and to sell and transfer the legal (7) irrevocably authorised Zinifex Australia and beneficial ownership in Your Shares to notify Allegiance on your behalf that (including any Rights) to Zinifex Australia, your place of address for the purpose of and that you have paid to Allegiance all serving notices upon you in respect of amounts which at the time of acceptance Your Shares is the address specified by have fallen due for payment to Allegiance Zinifex Australia in the notification; in respect of Your Shares; (3) irrevocably authorised Zinifex Australia (and any director, secretary or nominee of Zinifex Australia) to alter the Acceptance Form on your behalf by inserting correct details of Your Shares, filling in any blanks remaining on the form and rectifying any errors or omissions as may be considered necessary by Zinifex Australia to make it an effective acceptance of this Offer or to enable registration of Your Shares in the For personal use only use personal For name of Zinifex Australia;
27 (8) with effect from the date on which all the (12) agreed to indemnify Zinifex Australia conditions to this Offer in clause 9.7 have in respect of any claim or action been fulfilled or freed, to have irrevocably against it or any loss, damage or liability appointed Zinifex Australia (and any whatsoever incurred by it as a result director, secretary or nominee of Zinifex of you not producing your Holder Australia) severally from time to time as Identification Number or Securityholder your true and lawful attorney to exercise Reference Number or in consequence all your powers and rights in relation to of the transfer of your Acceptance Your Shares, including (without limitation) Shares to Zinifex Australia being powers and rights to requisition, convene, registered by Allegiance without attend and vote in person, by proxy or production of your Holder Identification by body corporate representative, at all Number or your Securityholder general meetings of Allegiance and to Reference Number for Your Shares; request Allegiance to register, in the (13) represented and warranted to Zinifex name of Zinifex Australia or its nominee, Australia that, unless you have notified Your Shares, as appropriate, with full it in accordance with clause 9.1(f), power of substitution (such power of Your Shares do not consist of separate attorney, being coupled with an interest, parcels of Shares; being irrevocable); (14) irrevocably authorised Zinifex Australia (9) with effect from the date on which all the (and any nominee) to transmit a message conditions to this Offer in clause 9.7 have in accordance with Rule 14.17 of the been fulfilled or freed, to have agreed ASTC Settlement Rules to transfer Your not to attend or vote in person, by proxy Shares to Zinifex Australia’s Takeover or by body corporate representative at Transferee Holding, regardless of any general meeting of Allegiance or to whether it has paid the consideration exercise or purport to exercise any of the due to you under this Offer; powers and rights conferred on Zinifex (15) agreed, subject to the conditions of this Australia (and its directors, secretaries Offer in clause 9.7 being fulfilled or freed, and nominees) in clause 9.5(c)(8); to execute all such documents, transfers (10) agreed that in exercising the powers and assurances, and do all such acts, and rights conferred by the powers of matters and things that Zinifex Australia attorney granted under clause 9.5(c)(8), may consider necessary or desirable to the attorney will be entitled to act in the convey Your Shares registered in your interests of Zinifex Australia as the name and Rights to Zinifex Australia; beneficial owner and intended registered (d) The undertakings and authorities referred to holder of Your Shares; in clause 9.5(c) will remain in force after you (11) agreed to do all such acts, matters and receive the consideration for Your Shares things that Zinifex Australia may require and after Zinifex Australia becomes registered to give effect to the matters the subject as the holder of Your Shares. of this clause 9.5(c) (including the execution of a written form of proxy to the same effect as this clause 9.5(c) which complies in all respects with the requirements of the constitution For personal use only use personal For of Allegiance) if requested by Zinifex Australia;
28 9.6 Payment of consideration (c) If you accept this Offer, Zinifex Australia (a) Subject to this clause 9.6 and the is entitled to all Rights in respect of Your Corporations Act, Zinifex Australia will Shares. Zinifex Australia may require you provide the consideration due to you for to provide all documents necessary to vest Your Shares on or before five Business Days title to those Rights in Zinifex Australia, or after the later of the date you validly accept otherwise to give it the benefit or value of the Offer and the date on which the Offer those Rights. If you do not give those becomes unconditional. documents to Zinifex Australia, or if you have received the benefit of those Rights, Zinifex (b) Where the Acceptance Form requires an Australia will deduct from the consideration additional document to be delivered with otherwise due to you the amount (or value, your Acceptance Form (such as a power as reasonably assessed by Zinifex Australia) of attorney): of those Rights, together with the value (as (1) if that document is given with your reasonably assessed by Zinifex Australia) Acceptance Form, Zinifex Australia will of the franking credits, if any, attached to provide the consideration in accordance the Rights. with clause 9.6(a); (2) if that document is given after your (d) The consideration payable by Zinifex Australia Acceptance Form and before the end of to you under the Offer will be paid to you by the Offer Period while this Offer is subject cheque in Australian currency. Cheques will to a defeating condition, Zinifex Australia be posted to you at your risk by ordinary mail will provide the consideration due to you (or in the case of overseas shareholders, by on or before five Business Days after this airmail) at the address as shown on your Offer becomes unconditional; Acceptance Form. (3) if that document is given after your Acceptance Form and before the end of the Offer Period while this Offer is not subject to a defeating condition, Zinifex Australia will provide the consideration due to you on or before five Business Days after that document is given; or (4) if that document is given after the end of the Offer Period, and the Offer is not subject to a defeating condition, Zinifex Australia will provide the consideration within five Business Days after that document is delivered. However, if at the time the document is given, the Offer is still subject to a defeating condition that relates only to the happening of an event or circumstance referred to in section 652C(1) or (2) of the Corporations Act, Zinifex Australia will provide the consideration due to you within five
For personal use only use personal For Business Days after the Offer becomes unconditional.
29 (e) If at the time you accept the Offer any of 9.7 Conditions of this Offer the following: Subject to clause 9.8, the completion of this (1) Banking (Foreign) Exchange Regulations Offer and any contract that results from an 1959 (Cth); acceptance of this Offer, are subject to the fulfilment of the conditions set out below: (2) Charter of the United Nations (Terrorism and Dealing with Assets) Regulations (a) Foreign Investment Review Board approval 2002 (Cth); One of the following occurring: (3) Iraq (Reconstruction and Repeal of (1) the Treasurer of the Commonwealth of Sanctions) Regulations 2003 (Cth); or Australia (Treasurer) advising Zinifex (4) any other law of Australia, Australia before the end of the Offer Period to the effect that there are no require that an authority, clearance or objections to the Takeover Bid constituted approval of the Reserve Bank of Australia, by the dispatch of the Offer in terms of the the Australian Taxation Office or any other Federal Government’s foreign investment government authority be obtained before you policy; or receive any consideration for Your Shares, (2) no order being made in relation to the or would make it unlawful for Zinifex Australia Takeover Bid constituted by the dispatch to provide any consideration to you for Your of the Offer under section 22 of the Shares, you will not be entitled to receive Foreign Acquisitions and Takeovers Act any consideration for Your Shares until all 1975 (Cth) within a period of 40 days after requisite authorities, clearances or approvals Zinifex Australia has notified the Treasurer have been received by Zinifex Australia. that it proposes to acquire Shares under As far as Zinifex Australia is aware, as at the that Takeover Bid, and no notice being date of this Bidder’s Statement, the persons to whom this clause 9.6(e) will apply are: given by the Treasurer to Zinifex Australia prescribed supporters of the former during that period to the effect that there government of Yugoslavia; ministers and are any such objections; or senior officials of the Government of (3) where an order is made under section 22 Zimbabwe; persons associated with the of the Foreign Acquisitions and Takeovers former government of Iraq (including senior Act 1975 (Cth), a period of 90 days officials, immediate family members of senior having expired after the order comes into officials, or an entities controlled by any of operation and no notice having been those persons); Osama bin Laden; the given by the Treasurer to Zinifex Australia Taliban; members of the Al-Qaeda during that period to the effect that there organisation; and a person named in the are any such objections. list maintained pursuant to paragraph (b) No material adverse change 2 of Resolution 1390 of the Security Between the Announcement Date and the Council of the United Nations. end of the Offer Period (each inclusive) no event occurs or is announced which, individually or when aggregated with all such events, has or is likely to have a material adverse effect on the business, assets, liabilities, financial or operating position, profitability or prospects of the Allegiance For personal use only use personal For Group (after taking into account any matters which offset the impact of the event or events giving rise to the adverse effect), including an event which results, or is likely to result, in a material disruption to the implementation
30 of the Avebury Nickel Project as described 9.8 Nature and benefit of conditions in the report for September 2007 Quarter (a) The condition in clause 9.7(a) is a condition issued by Allegiance (such as, for example, precedent to Zinifex Australia acquiring an anything that results in a delay in: (i) the mill interest (as that term is defined in the Foreign and process plant commissioning; or (ii) the Acquisitions and Takeovers Act 1975 (Cth)) nickel production commencing, each as in Your Shares. The other conditions in clause contemplated by that report), 9.7 are conditions subsequent. The non but other than: fulfilment of any condition subsequent does (1) a change in general economic or not, until the end of the Offer Period (or in political conditions or the securities the case of the condition in clause 9.7(c), markets in general; until the end of the third business day after (2) a change in the market price for nickel, the end of the Offer Period), prevent a which impacts on Allegiance and other contract to sell Your Shares from arising, nickel companies in a similar manner; but entitles Zinifex Australia by written notice (3) a change in generally accepted to you, to rescind the contract resulting from accounting principles or the interpretation your acceptance of this Offer. of them; or (b) Subject to the Corporations Act, Zinifex (4) anything which is fully and fairly disclosed Australia alone is entitled to the benefit of in an ASX filing by Allegiance prior to the the conditions in clause 9.7, or to rely on Announcement Date. any non fulfilment of any of them. (c) No changes in capital structure (c) Each condition in clause 9.7 is a separate, Between the Announcement Date and several and distinct condition. No condition the date 3 business days after the end of will be taken to limit the meaning or effect the Offer Period (each inclusive), none of any other condition. of the following occurrences happen: (1) Allegiance converting all or any of the Shares into a larger or smaller number of shares under section 254H of the Corporations Act; (2) Allegiance or a subsidiary of Allegiance resolving to reduce its share capital in any way; (3) Allegiance or a subsidiary of Allegiance entering into a buyback agreement or resolving to approve the terms of a buyback agreement under subsections 257C(1) or 257D(1) of the Corporations Act; (4) Allegiance or a subsidiary of Allegiance making an issue of shares (other than Shares issued as a result of the exercise of Options into Shares) or granting an
For personal use only use personal For option over the shares or agreeing to make such an issue or grant such an option; or (5) Allegiance or a subsidiary of Allegiance issuing, or agreeing to issue, convertible notes.
31 9.9 freeing the Offer of conditions 9.11 wIthdrawal of this Offer Zinifex Australia may free this Offer, and (a) This Offer may be withdrawn with the any contract resulting from its acceptance, consent in writing of ASIC, which consent from all or any of the conditions subsequent may be subject to conditions. If ASIC in clause 9.7, either generally or by reference gives such consent, Zinifex Australia will to a particular fact, matter, event, occurrence give notice of the withdrawal to ASX and or circumstance (or class thereof), by giving to Allegiance and will comply with any a notice to Allegiance and to ASX declaring other conditions imposed by ASIC. this Offer to be free from the relevant (b) If, at the time this Offer is withdrawn, all condition or conditions specified, in the conditions in clause 9.7 have been accordance with section 650F of the freed, all contracts arising from acceptance Corporations Act. This notice may be given: of the Offer before it was withdrawn will (a) in the case of the condition in clause 9.7(c), remain enforceable. not later than 3 business days after the (c) If, at the time this Offer is withdrawn, the end of the Offer Period; and Offer remains subject to one or more of (b) in the case of all the other conditions in the conditions in clause 9.7, all contracts clause 9.7, not less than 7 days before arising from its acceptance will become the end of the Offer Period. void (whether or not the events referred to in the relevant conditions have occurred). If, at the end of the Offer Period (or in the case of the condition in clause 9.7(c), at 9.12 Variation of this Offer the end of the third business day after the Zinifex Australia may vary this Offer in end of the Offer Period), the conditions in accordance with the Corporations Act. clause 9.7 have not been fulfilled and Zinifex 9.13 No stamp duty or brokerage Australia has not declared the Offer (or it (a) Zinifex Australia will pay any stamp duty has not become) free from those conditions, on the transfer of Your Shares to it. all contracts resulting from the acceptance (b) As long as Your Shares are registered of the Offer will be automatically void. in your name and you deliver them directly 9.10 Notice on status of conditions to Zinifex Australia, you will not incur any The date for giving the notice on the status brokerage in connection with your of the conditions required by section 630(1) acceptance of this Offer. of the Corporations Act is 31 January 2008 9.14 governing laws (subject to extension in accordance with This Offer and any contract that results from section 630(2) of the Corporations Act if the your acceptance of it are to be governed Offer Period is extended).
by the laws in force in Victoria, Australia. For personal use only use personal For
32 10. Definitions and interpretation
10.1 definitions In this Bidder’s Statement and in the Acceptance Form unless the context otherwise appears, the following terms have the meanings shown below:
Term Meaning
$ or A$ Australian dollars, the lawful currency of the Commonwealth of Australia.
Acceptance Form the acceptance form enclosed with this Bidder’s Statement.
Allegiance Allegiance Mining NL (ABN 38 059 676 783).
Allegiance Board the board of directors of Allegiance.
Allegiance Group Allegiance and its subsidiaries.
Announcement Date the date of the announcement of the Offer by Zinifex Australia, being 17 December 2007.
ASIC Australian Securities and Investments Commission.
ASTC ASX Settlement and Transfer Corporation Pty Ltd ABN 49 008 504 532.
ASTC Settlement Rules the operating rules of the ASTC which govern the administration of the Clearing House Electronic Sub register System.
ASX ASX Limited ABN 98 008 624 691.
Bidder’s Statement this document, being the statement of Zinifex Australia under Part 6.5 Division 2 of the Corporations Act relating to the Offer.
Business Day a day on which banks are open for business in Melbourne, excluding a Saturday, Sunday or public holiday.
CGT capital gains tax.
CHESS Holding a number of Shares which are registered on Allegiance’s share register being a register administered by the ASX Settlement and Transfer Corporation Pty Limited and which records uncertificated holdings
of Shares. For personal use only use personal For Controlling Participant in relation to Your Shares, has the same meaning as in the ASTC Settlement Rules.
Corporations Act the Corporations Act 2001 (Cth).
FATA the Foreign Acquisitions and Takeovers Act 1975 (Cth).
33 Term Meaning
Holder Identification has the same meaning as in the ASTC Settlement Rules. Number
Issuer Sponsored a holding of Shares on Allegiance’s issuer sponsored subregister. Holdings
Listing Rules the Official Listing Rules of ASX, as amended and waived by ASX from time to time.
Offer the offer for Shares under the terms and conditions contained in clause 9 of this Bidder’s Statement.
Offer Period the period during which the Offer will remain open for acceptance in accordance with clause 9.2 of this Bidder’s Statement.
Options options to subscribe for Shares at an issue price of: — 17 cents; — 19.4 cents; — 24 cents; — 34 cents; — 78.6 cents — 80.24 cents; — 85.74 cents; and — 98.57 cents, which have been issued before the date of this Bidder’s Statement under the Allegiance Mining NL Employee Incentive Scheme, to consultants to Allegiance, and to Societe Generale as part of Allegiance’s financing arrangements.
Participant an entity admitted to participate in the Clearing House Electronic Sub-register system under Rule 4.3.1 and 4.4.1 of the ASTC Settlement Rules.
Public Authority any government or any governmental, semi governmental, statutory or judicial entity, agency or authority, whether in Australia or elsewhere, including (without limitation) any self regulatory organisation established under statute or otherwise discharging substantially public or regulatory functions, and ASX or any other stock exchange.
Register Date the date set by Zinifex Australia under section 633(2) of the Corporations Act, being 17 December 2007.
Rights all accreditations, rights or benefits of whatever kind attaching or For personal use only use personal For arising from Shares directly or indirectly at or after the Announcement Date (including, but not limited to, all dividends and all rights to receive them or rights to receive or subscribe for shares, notes, bonds, options or other securities declared, paid or issued by Allegiance or any of its subsidiaries).
34 35 Term Meaning
Securityholder has the same meaning as in the ASTC Settlement Rules. Reference Number
Shares fully paid ordinary shares in the capital of Allegiance.
Takeover Bid the off market takeover bid constituted by the dispatch of the Offers in accordance with the Corporations Act.
Takeover Transferee has the same meaning as in the ASTC Settlement Rules. Holding
VWAP the volume weighted average price.
Your Shares subject to clause 9.1(e) and clause 9.1(f), the Shares (a) in respect of which you are registered, or entitled to be registered, as holder in the register of shareholders of Allegiance at 8am (Melbourne time) on the Register Date, or (b) to which you are able to give good title at the time you accept this Offer during the Offer Period.
Zinifex Australia Zinifex Australia Limited (ABN 23 004 074 962).
Zinifex Group Zinifex Limited and its subsidiaries.
Zinifex Limited Zinifex Limited (ABN 29 101 657 309).
Zinifex Limited Board the board of directors of Zinifex Limited.
10.2 Interpretation In this Bidder’s Statement and in the Acceptance Form, unless the context otherwise appears: (a) words and phrases have the same meaning (if any) given to them in the Corporations Act; (b) words importing a gender include any gender; (c) words importing the singular include the plural and vice versa; (d) an expression importing a natural person includes any company, partnership, joint venture, association, corporation or other body corporate and vice versa; (e) a reference to a clause, attachment and schedule is a reference to a clause of and an attachment and schedule to this Bidder’s Statement as relevant; (f) a reference to any statute, regulation, proclamation, ordinance or by law includes all statutes, regulations, proclamations, ordinances, or by laws amending, varying, consolidating or replacing it and a reference to a statute includes all regulations, proclamations, ordinances and by laws issued under that statute; (g) headings and bold type are for convenience only and do not affect the interpretation of
For personal use only use personal For this Bidder’s Statement; (h) a reference to time is a reference to time in Melbourne, Australia; (i) a reference to writing includes facsimile transmissions; and (j) a reference to dollars, $, A$, cents, ¢ and currency is a reference to the lawful currency of the Commonwealth of Australia.
34 35 11. Approval of Bidder’s Statement
This Bidder’s Statement has been approved by a resolution passed by the directors of Zinifex Australia.
Dated: 17 December 2007
Signed for and on behalf of Zinifex Australia Limited
Director
Anthony Barnes For personal use only use personal For
36 For personal use only use personal For
This document is printed on FSC certified paper using world’s best practice ISO14001 Environmental Management Systems. Supporting the growth of responsible forest management worldwide.
37 Shareonly use personal For registrar for the Offer Computershare Investor Services Pty Limited Yarra Falls 452 Johnston Street Abbotsford, Victoria, Australia 3067
Zinifex Offer Information Line* — 1300 658 985 (within Australia) — +61 2 8986 9352 (outside Australia) Monday to Friday, 9am to 5pm (Melbourne time) *Calls to these numbers may be recorded For personal use only For personal use only