お知らせ • Jul 31
Ramelius Resources Limited (ASX:RMS) completed the acquisition of remaining 80.10% stake in Spartan Resources Limited (ASX:SPR) from Tembo Capital Holdings UK Ltd, 1832 Asset Management L.P., Fourth Sail Capital US LP and others.
Ramelius Resources Limited (ASX:RMS) signed a letter of intent to acquire remaining 80.10% stake in Spartan Resources Limited (ASX:SPR) from Tembo Capital Holdings UK Ltd, 1832 Asset Management L.P., Fourth Sail Capital US LP and others for AUD 1.8 billion on March 16, 2025. The consideration consists of 0.7 million common equity of Ramelius Resources Limited to be issued for common equity of Spartan Resources Limited and AUD 0.25 per share cash consideration. Upon completion, Ramelius Resources Limited will own 100% stake in Spartan Resources Limited. Three of Spartan’s top shareholders, Tembo Capital Holdings UK Ltd, 1832 Asset Management L.P. and Fourth Sail Capital US LP, which together currently hold, and/or can control the votes in relation to 242 million Spartan shares (representing approximately 18.9% of the total number of Spartan ordinary shares on issue), have each confirmed to Spartan that they intend to vote the Spartan shares they directly or indirectly hold or control at the time of the Scheme meeting in favour of the Scheme. The break fee and reverse break fee has been set at AUD 23.80 million. Spartan Executive Chairman Simon Lawson to join the Ramelius Board as Non-Executive Deputy Chair, and Deanna Carpenter to join as a Non-Executive Director, upon successful completion of the Scheme or Takeover Offer.
The transaction is subject to Spartan shareholders approving the Scheme, independent expert concluding that the Scheme is in the best interests of Spartan shareholders, no person acquiring greater than a 15% interest in Spartan, other customary conditions, including no prescribed occurrence, no regulated event and no material adverse change in relation to Spartan and Ramelius respectively and receipt of requisite Court and other regulatory approvals. The Spartan Board has unanimously recommended the offer ad recommend to Spartan Shareholders that they vote in favour of the Scheme. The expected completion of the transaction is mid to late July 2025. As of June 4, 2025, On June 3, 2025, The Supreme Court of Western Australia made the following orders in relation to the Scheme: that a meeting of the shareholders of Spartan be convened to consider and vote on the Scheme (Scheme Meeting); and that the transaction booklet (Transaction Booklet), which contains the explanatory statement for the Scheme, be dispatched to Spartan shareholders. The Scheme Meeting will be held at 10.00 am AWST on Friday, July 11, 2025. The Spartan Board continues to unanimously recommend that Spartan shareholders support the transaction, i). voting in favour of the Scheme, subject to there being no Spartan superior proposal and the independent expert continuing to conclude that the Scheme is in the best interests of Spartan shareholders; and ii). accepting the Takeover Offer, but only if the Scheme fails or is terminated in accordance with the transaction implementation deed in relation to the Transaction (TID), subject to there being no Spartan superior proposal and the independent expert continuing to conclude that the Takeover Offer is fair and reasonable. At the Second Court Hearing, the Court will consider whether to approve the Scheme following the vote at the Scheme Meeting. Any Spartan Shareholder may appear at the Second Court Hearing, currently expected to be held at 10.00am AWST on July 21, 2025.
Computershare Investor Services Pty Limited acted as transfer agent/registrar for Ramelius Resources Limited. Automic Pty Ltd. acted as transfer agent/registrar for Spartan Resources Limited. Euroz Hartleys Limited acted as financial advisor for Ramelius Resources Limited. Allion Legal acted as legal advisor for Ramelius Resources Limited. Sternship Advisers Pty Ltd. acted as financial advisor for Spartan Resources Limited. Herbert Smith Freehills acted as legal advisor for Spartan Resources Limited. BDO Corporate Finance Australia Pty Ltd acted as accountant to independent expert to Spartan Resources.
Ramelius Resources Limited (ASX:RMS) completed the acquisition of remaining 80.10% stake in Spartan Resources Limited (ASX:SPR) from Tembo Capital Holdings UK Ltd, 1832 Asset Management L.P., Fourth Sail Capital US LP and others on July 31, 2025. Trading in Spartan shares on the ASX was suspended from the close of trading on July 22, 2025. Spartan will apply for termination of the official quotation of Spartan shares on the ASX and its removal from the official list of the ASX with effect from the close of trading on August 1, 2025.