Demerger of Deterra Royalties Limited by Iluka Resources Limited Demerger Booklet
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DEMERGER OF DETERRA ROYALTIES LIMITED BY ILUKA RESOURCES LIMITED DEMERGER BOOKLET VOTE IN FAVOUR Each Iluka Director recommends that Iluka Shareholders vote in favour of the Demerger Resolution to give effect to the Demerger of Deterra. The Independent Expert has concluded that the Demerger is in the best interests of Iluka Shareholders. THIS IS AN IMPORTANT DOCUMENT & REQUIRES YOUR IMMEDIATE ATTENTION. You should read this document in its entirety prior to deciding whether or not to vote in favour of the resolution to ABN 34 008 675 018 effect the Demerger. If you are in any doubt as to what you should do, you should seek independent legal, financial, taxation or other professional advice before voting on the Demerger. FINANCIAL ADVISORS LEGAL ADVISOR IMPORTANT INFORMATION GENERAL ROLE OF ASIC AND ASX This Demerger Booklet is important. Iluka Shareholders A copy of this Demerger Booklet has been lodged with ASIC. should carefully read this Demerger Booklet in its entirety Neither ASIC nor any of its officers takes any responsibility for before making a decision as to how to vote on the Demerger the contents of this Demerger Booklet. Resolution to be considered at the Extraordinary General Meeting. Deterra will apply for admission to the Official List and for official quotation of Deterra Shares on the ASX shortly after the date of INVESTMENT DECISIONS this Demerger Booklet, conditional on approval of the Demerger. Neither ASX nor any of its officers takes any responsibility for This Demerger Booklet does not take into account the the contents of this Demerger Booklet. The fact that ASX may individual investment objectives, financial situation or needs admit Deterra to the Official List does not make any statement of any particular Iluka Shareholder or any other person. The regarding, and should not be taken in any way as an indication information in this Demerger Booklet should not be relied of, the merits of an investment in Deterra. upon as the sole basis for any investment decision. Iluka NOTICE OF EXTRAORDINARY GENERAL Shareholders should seek independent legal, financial, taxation and other professional advice before making any investment MEETING decision. The Notice of Extraordinary General Meeting is set out in RISK FACTORS Section 10. The Notice of Extraordinary General Meeting is in substantially the same form as the draft Notice of Extraordinary There are risk factors associated with the Demerger itself, General Meeting given to ASIC on 27 August 2020. and with an investment in Deterra Shares or Iluka Shares, which are discussed in this Demerger Booklet and which Iluka STATUS OF THIS DEMERGER BOOKLET Shareholders should consider carefully. This Demerger Booklet is not a prospectus lodged under PURPOSE OF THIS DEMERGER BOOKLET Chapter 6D of the Corporations Act. FOREIGN JURISDICTIONS AND This Demerger Booklet sets out all information known to the Iluka Directors which is material to the decision of Iluka SHAREHOLDERS Shareholders in deciding how to vote on the Demerger Resolution as required by section 256C(4) of the Corporations Iluka Shareholders who are Ineligible Overseas Shareholders will Act, other than information it has previously disclosed to Iluka not receive Deterra Shares under the Demerger. Deterra Shares Shareholders and, as such, it would be unreasonable for Iluka to that would otherwise be transferred to these shareholders disclose. under the Demerger will be transferred to the Sale Agent to be sold, with the proceeds of such sale to be paid to Ineligible PREPARATION OF AND RESPONSIBILITY Overseas Shareholders. Refer to Sections 4.8.2 for further FOR THIS DEMERGER BOOKLET information. Iluka Shareholders which reside outside Australia for tax • This Demerger Booklet (other than the Independent purposes should seek specific tax advice in relation to the Expert’s Report and the Investigating Accountant’s Report) Australian and overseas tax implications of the Demerger. has been prepared by Iluka as at the date of this Demerger Booklet and Iluka is responsible for the content of this This Demerger Booklet does not in any way constitute an offer Demerger Booklet. of securities in any place in which, or to any person to whom, it • Deloitte Corporate Finance Pty Limited has prepared would be unlawful to make such an offer. No action has been the Independent Expert’s Report, which is contained in taken to register or qualify the Deterra Shares or otherwise Section 7. Deloitte Corporate Finance Pty Limited takes permit a public offering of Deterra Shares in any jurisdiction responsibility for that report. outside Australia. • PricewaterhouseCoopers Securities Ltd has prepared the Based on the information available to Iluka as at the date of Investigating Accountant’s Report, which is contained in this Demerger Booklet, Iluka Shareholders whose addresses Section 6. PricewaterhouseCoopers Securities Ltd takes are shown in the register on the Record Date as being in the responsibility for that report. following jurisdictions will be entitled to have Deterra Shares • Greenwoods & Herbert Smith Freehills Pty Limited transferred to them under the Demerger: has reviewed and agrees with Section 5 relating to the • Australia, New Zealand, Hong Kong, Singapore, the United description given of the income tax and goods and Kingdom or the United States; or services tax implications of the Demerger for Iluka Shareholders who, amongst other things are residents of • any other jurisdiction in which Iluka reasonably believes Australia for Australian tax purposes. it is not prohibited or unduly onerous or impractical to implement the Demerger and to transfer Deterra Shares to the Iluka Shareholder. Nominees, custodians and other Iluka Shareholders who hold PRESENTATION OF FINANCIAL Iluka Shares on behalf of a beneficial owner resident outside INFORMATION Australia, New Zealand, Hong Kong, Singapore, the United Kingdom or the United States may not forward this Demerger The Iluka Historical Financial Information within this Demerger Booklet (or any accompanying document) to anyone outside Booklet has been derived from the financial reports of Iluka for these countries without the consent of Iluka. the years ended 31 December 2018 and 2019 and half-years ended 30 June 2019 and 2020, which were audited or reviewed FORWARD LOOKING STATEMENTS (as applicable) by PricewaterhouseCoopers in accordance with Australian Auditing Standards. PricewaterhouseCoopers issued Forward looking statements may generally be identified by the unqualified audit or review opinions (as applicable) on these use of forward looking words such as “believe”, “aim”, “expect”, financial statements. The financial statements for these periods “anticipate”, “intend”, “foresee”, “likely”, “should”, “planned”, are available from Iluka’s website (www.iluka.com) or the ASX “may”, “might”, “is confident”, “estimate”, “potential” or other website (www.asx.com.au). The Deterra Pro Forma Historical similar words or phrases. These statements discuss future Financial Information and the Iluka (post Demerger) Pro Forma expectations concerning the results of operations or financial Historical Financial Information within this Demerger Booklet has condition of the Iluka Group or the Deterra Group, or provide not historically been subject to a separate audit. other forward looking statements. The Deterra Pro Forma Historical Financial Information and These forward looking statements are not guarantees or the Iluka (post Demerger) Pro Forma Historical Financial predictions of future performance, and involve known and Information has been prepared in accordance with the unknown risks, uncertainties and other factors, many of which recognition and measurement principles contained in may be beyond Iluka’s or Deterra’s control, and which may Australian Accounting Standards (AAS) (including Australian cause the actual results, performance or achievements of Accounting Interpretations) adopted by the Australian Iluka or Deterra to be materially different from future results, Accounting Standards Board (AASB), which comply with the performance or achievements expressed or implied by such recognition and measurement principles of the International statements. Accounting Standards Board and interpretations adopted by the International Accounting Standards Board. Other than as required by law, none of Iluka, Deterra, their officers, advisers nor any other person gives any representation, The Iluka (post Demerger) Pro Forma Historical Financial assurance or guarantee that the occurrence of the events Information and the Deterra Pro Forma Historical Financial expressed or implied in any forward looking statements in this Information within this Demerger Booklet has been prepared Demerger Booklet will actually occur. consistent with the recognition and measurement principles contained in AAS, other than that it includes adjustments which Additionally, statements of the intentions of the Iluka Board or have been prepared in a manner consistent with AAS, that the Deterra Board reflect the present intentions of the Iluka reflect: Directors and Deterra Directors respectively as at the date of this Demerger Booklet and may be subject to change as the • the recognition of certain items in periods different from composition of the Iluka Board and Deterra Board alters, or as the applicable period under AAS; and circumstances require. • the impact of certain transactions as if they occurred as at 30 June 2020 in the pro forma historical balance sheets Except as required by law, Iluka and Deterra