Lemur Resources (ASX: LMR) has provided an update today with the independent directors of the company continuing to recommend to shareholders that they reject the off-market takeover offer made by Bushveld Minerals (AIM: BMN).
As of today, Bushveld has a 15.42% relevant interest in Lemur.
Lemur pointed to the fact that it has $17 million in cash, while Bushveld has limited cash and its ability to continue as a going concern is uncertain.
It also noted that not only is Bushveld listed on AIM rather than the ASX, it is tightly held and trading in Bushveld Shares may not be liquid.
The company also indicated that shareholders who accepted the offer would have reduced exposure to Lemur's assets.
It noted that if all of its shareholders accepted the offer, they would receive a total of 112.4 million Bushveld shares representing a 28.36% interest in the AIM-listed company.
Lemur noted that Bushveld Minerals yesterday announced further details of the statements of present intention to accept the Bushveld offer which it has received from three Lemur shareholders, representing 27.27% of Lemur's issued securities, comprised of:
- Coal of Africa Limited, holding 32,500,000 shares (16.88%)
- Oak Nominees Limited, holding 18,000,000 shares (9.35%)
- LA Holdings Limited, holding 2,000,000 shares (1.04%)
The intention to accept is subject to no superior proposal being forthcoming and the lapse of escrow restrictions, which is due to occur on 24 August 2013.
The ASX will not consent to the earlier removal of the holding lock unless certain conditions are met, including that holders of at least half of the Lemur Shares that are not restricted have accepted the Bushveld Offer.
Lemur noted that despite its recommendation, the potential consequences of not accepting Bushveld's offer included the possibility that its shares would fall below the current trading price if the Bushveld offer was unsuccessful and no other offers emerged.
The company's operations in Madagascar also carry sovereign risk as the country has from time to time experienced political instability.
Any future political instability could adversely affect the performance of the Madagascan economy and could have a material adverse effect on the market for the Lemur Shares and on Lemur's operations.
There is also no assurance that future political and economic conditions in this country will not result in the government adopting policies precluding foreign development and ownership of mineral resources.
Madagascar's legal system is currently in a state of flux due to the political instability in the country since February 2009.
This could result in difficulty obtaining effective legal redress in courts and a higher degree of discretion on the part of governmental agencies, may arise as a result.
Lemur also faces the risk that permits 3196, 26904 and 27163 will not be transferred while there is no guarantee that the company will be successful in its bid to dispute the validity of a court judgement that declared null and void various historical sale agreements that had granted it Permit 4578.
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