Sunday, August 31, 2008

BVI corporation owned Australian takeover vehicle has made the takeover bid to Indophil Resources NL

Stanhill Resources Pty Ltd, the company owned by the BVI holding company Stanhill Capital Limited (BVI), published the notice that it has completed sending bidder's statement dated August 20, 2008, to all shareholders of the company Indophil Resources NL, registered in this status on August 15, 2008.

Stanhill Resources Pty Ltd was incorporated on 10 July 2008 in Victoria, Australia, for the specific purpose of making the Offer, and it has not undertaken any business other than connected with the Offer. Currently Stanhill Resources Pty Ltd has 100 ordinary shares of issue, all of them are owned by Stanhill Capital Limited, domiciled in the British Virgin Islands.

If the Offer is successful, the Australian company will continue to be wholly owned by the BVI holding company Stanhill Capital Limited. Stanhill Capital BVI Limited will have on issue ordinary shares and non-voting redeemable preference shares, approximately 92% of which be owned by Crosby Buyout BVI Limited, another holding company incorporated in BVI, 7.5% will be owned by Alsons Corporation, 0.1% will be owned by Crosby Investment Holdings, and 0.4% - by Mr Richard Laufmann.

Crosby Buyout BVI Limited has entered into a subscription agreement with Stanhill Capital BVI Limited under which Crosby Buyout agreed to subscribe for ordinary shares and redeemable preference shares in Stanhill Capital, for an amount up to US$500 mln.

The redeemable preference shares are redeemable at the option of Stanhill Capital BVI Limited, and not at the option of the Crosby Buyout BVI Limited. The only restrictions on the availability of the funds under the subscription agreement are:
  • the funds will only be available in respect of a subscription notice given by Crosby Buyout BVI Limited before 30 March 2009;
  • the availability of the funds is conditional on Stanhill and its associates, acquiring a relevant interest in at least 90% of Indophil shares;
If the above conditions will be satisfied, Stanhill Capital BVI Limited can require that Crosby Buyout BVI Limited makes funds available to Stanhill Capital BVI Limited, before Stanhill Capital Limited (BVI) is required to provide funding to Stanhill Resources Pty Ltd.