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Amer Sports Corporation
STOCK EXCHANGE RELEASE
December 17, 2018 at 10:00 a.m.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO CANADA, JAPAN, AUSTRALIA OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
*Statement of the Board of Directors of Amer Sports Corporation regarding the voluntary public cash tender offer by Mascot Bidco Oy*
On December 7, 2018, Mascot Bidco Oy (the "*Offeror*") announced that it will make a voluntary public cash tender offer to acquire all of the issued and outstanding shares in Amer Sports Corporation ("*Amer Sports*" or the "*Company*") that are not held by Amer Sports or any of its subsidiaries (the "*Shares*") (the "*Tender Offer*").
The Board of Directors of the Company (the "*Amer Sports Board*") has decided to issue the statement below regarding the Tender Offer as required by the Finnish Securities Markets Act.
*Tender Offer in Brief*
The Offeror is a Finnish private limited company incorporated under the laws of Finland. Currently, the Offeror is indirectly wholly-owned by Mascot JVCo (Cayman) Limited ("*JVCo*"). JVCo was incorporated to be the holding company in the acquisition structure and is currently wholly-owned by ANLLIAN Sports Products Limited ("*ANTA SPV*"), a special purpose vehicle directly wholly-owned by ANTA Sports. The Offeror will eventually be an indirect wholly-owned subsidiary of ANTA Sports Products Limited ("*ANTA Sports*"), FV Mascot JV, L.P. (an investment vehicle managed by FountainVest Partners ("*FountainVest*")) ("*FV Fund*") and Anamered Investments Incorporation ("*Anamered Investments*"). ANTA Sports, FV Fund, Anamered Investments and Tencent Holdings Limited ("*Tencent*") (which will invest through Mount Jiuhua Investment Limited ("*Tencent SPV*") as a limited partner in FV Fund) together form an investor consortium (the "*Investor Consortium*") for the purposes of the Tender Offer. The Investor Consortium has agreed that, before completion of the Tender Offer, ANTA Sports will indirectly through ANTA SPV own 57.95 percent, FV Fund will own 21.40 percent (and Baseball Investment Limited (which is currently owned/controlled by funds advised/managed by FountainVest) will indirectly, and Tencent will indirectly through Tencent SPV, in each case as a limited partner in FV Fund, respectively own 15.77 percent and 5.63 percent), and Anamered Investments will own 20.65 percent of the shares in the Offeror.
The Offeror, ANTA Sports, FV Fund, Anamered Investments, JVCo and Amer Sports have on December 7, 2018 entered into a combination agreement (the "*Combination Agreement*") setting out, among other things, the main terms and conditions pursuant to which the Tender Offer will be made by the Offeror.
The Tender Offer will be made in accordance with the terms and conditions of the tender offer document expected to be published by the Offeror on or about December 20, 2018 (the "*Tender Offer Document*").
The offer price is EUR 40.00 in cash for each share in Amer Sports validly tendered into the Tender Offer (the "*Offer Price*"). The Offer Price represents a premium of:
· approximately 39 percent compared to the closing price of the shares in Amer Sports on Nasdaq Helsinki Ltd ("*Nasdaq Helsinki*") on September 10, 2018 (the "*Original Disclosure Date*"), the last trading day prior to Amer Sports confirming the receipt of a non-binding preliminary indication of interest from ANTA Sports and FountainVest;
· approximately 43 percent compared to the volume-weighted average trading price of the shares in Amer Sports on Nasdaq Helsinki during the three-month trading period prior to and up to the Original Disclosure Date;
· approximately 63 percent compared to the volume-weighted average trading price of the shares in Amer Sports on Nasdaq Helsinki during the 12-month trading period prior to and up to the Original Disclosure Date;
· approximately 14 percent compared to the closing price of the shares in Amer Sports on Nasdaq Helsinki on December 5, 2018, the last trading day before the stock exchange release announcing the Tender Offer dated December 7, 2018; and
· approximately 44 percent compared to the volume-weighted average trading price of the shares in Amer Sports on Nasdaq Helsinki during the 12-month period preceding the date of the stock exchange release announcing the Tender Offer dated December 7, 2018.
The following major shareholders of Amer Sports have, subject to certain customary conditions, irrevocably undertaken to accept the Tender Offer: Kaleva Mutual Insurance Company, Ilmarinen Mutual Pension Insurance Company, Mandatum Life Insurance Company Limited and Varma Mutual Pension Insurance Company, representing in aggregate approximately 7.91 percent of the issued shares and votes in Amer Sports. In addition, Maa- ja vesitekniikan tuki r.y., who hold approximately 4.29 percent of the issued shares and votes in Amer Sports, have expressed that they view the Tender Offer positively.
The completion of the Tender Offer is subject to the satisfaction or waiver by the Offeror of certain conditions on or prior to the Offeror's announcement of the final results of the Tender Offer including, among others, that approvals by the relevant regulatory authorities (including competition authorities) have been received and the Offeror having gained control of more than 90 percent of the issued and outstanding shares and voting rights in Amer Sports.
The Offeror has, and will have on the twelfth (12^th) business day following the announcement of the final result of the Tender Offer (the "*Closing Date*"), access to debt and equity financing in sufficient amounts, as evidenced in equity commitment letters executed by Investor Consortium members and/or their affiliates, to finance the payment of the aggregate Offer Price for all of the Shares in connection with the Tender Offer (including any mandatory redemption proceedings in accordance with the Finnish Companies Act). The Offeror's obligation to complete the Tender Offer is not conditional upon availability of financing (assuming that all the offer conditions are otherwise satisfied or waived by the Offeror).
The offer period under the Tender Offer is expected to commence on or about December 20, 2018 and to run for approximately ten (10) weeks. The Offeror reserves the right to extend the offer period from time to time in accordance with the terms and conditions of the Tender Offer. The Tender Offer is currently expected to be completed during the second quarter of 2019 at the latest.
*Background for the Statement*
Pursuant to the Finnish Securities Markets Act, the Amer Sports Board must prepare a public statement regarding the Tender Offer.
The statement must include a well-founded assessment of the Tender Offer from the perspective of Amer Sports and its shareholders as well as of the strategic plans presented by the Offeror in the Tender Offer Document and their likely effects on the operations of, and employment at, Amer Sports.
For the purposes of issuing this statement, the Offeror has submitted to the Amer Sports Board a draft version of the Finnish language Tender Offer Document in the form in which the Offeror has filed it with the Finnish Financial Supervisory Authority for approval on December 11, 2018 (the "*Draft Tender Offer Document*").
In preparing its statement, the Amer Sports Board has relied on information provided in the Draft Tender Offer Document by the Offeror and certain other information provided by the Offeror and has not independently verified this information. Accordingly, the Amer Sports Board's assessments of the consequences of the Tender Offer on Amer Sports' business and employees should be treated with caution.
*Assessment Regarding Strategic Plans Presented by the Offeror in the Draft Tender Offer Document and Their Likely Effects on the Operations of, and Employment at, Amer Sports*
*Information given by the Offeror in the Draft Tender Offer Document*
The Amer Sports Board has assessed the Offeror's strategic plans based on the statements made in the Company's and the Offeror's announcement regarding the Tender Offer published on December 7, 2018 and the Draft Tender Offer Document.
The Investor Consortium believes that the proposed transaction is underpinned by a very compelling business rationale:
· The Investor Consortium intends to invest significant time, resources and effort in helping Amer Sports to accelerate several important ongoing and new strategic initiatives under private ownership, including expanding Amer Sports' businesses in the Chinese market.
· This includes investing capital and resources in product development and human talent on a global basis to provide Amer Sports' existing management team and employees with the optimal platform from which to implement its medium- to long-term strategic plans, with a view to accelerating Amer Sports' growth, improving Amer Sports' competitive positioning in the global market, enhancing Amer Sports' ability to respond quickly to the demands of a fast-changing marketplace, and optimizing Amer Sports' products and services offerings to its customers. In doing so, Amer Sports will not only grow into a broader platform for Amer Sports' employees to thrive on, but will also form stronger, mutually beneficial partnerships with all its stakeholders.
· The Investor Consortium intends to provide Amer Sports with access to ANTA Sports' extensive distribution network, R&D resources and manufacturing and sourcing capabilities in China, such that Amer Sports will have a significant opportunity to accelerate the expansion of its businesses in the Chinese market.
After the completion of the Tender Offer, the Investor Consortium plans for Amer Sports to be operated independently from ANTA Sports, with a separate Board of Directors. The Investor Consortium has invited Mr. Heikki Takala (President and CEO of Amer Sports) and his key executives to continue leading the business. Under the new ownership, Amer Sports' management team would have the autonomy to execute on its business plan under the strategic direction of the Board of Directors.
The Investor Consortium has confirmed that the Tender Offer is not expected to have an immediate material effect on the operations or assets, the position of the management or employees or the business locations of Amer Sports and the Investor Consortium currently expects to retain Amer Sports' corporate head office in Helsinki after the completion of the Tender Offer. The Offeror, however, intends to change the composition of the Board of Directors of Amer Sports after the completion of the Tender Offer.
The Amer Sports Board believes that the Investor Consortium's potential to contribute further capital and resources to the business of Amer Sports will benefit the activities of Amer Sports in the future. With the support and experience of the Investor Consortium, the Amer Sports Board believes that Amer Sports can accelerate the expansion of its businesses in the Chinese market in particular. The Amer Sports Board also notes the Investor Consortium's statements in relation to investing capital and resources in product development and human talent on a global basis.
The Investor Consortium has stated that it plans for Amer Sports to be operated independently from ANTA Sports, with a separate Board of Directors. Under the new ownership, Amer Sports' management team would have the autonomy to execute on its business plan under the strategic direction of the Board of Directors.
The Amer Sports Board considers that the information on the Offeror's strategic plans concerning Amer Sports included in the Draft Tender Offer Document is of a general nature. However, based on the information presented to Amer Sports and the Amer Sports Board, the Amer Sports Board believes that the completion of the Tender Offer is not expected to have any immediate material effects on Amer Sports' operations and business locations or the position of the employees of Amer Sports.
On the date of this statement, the Amer Sports Board has not received any formal statements as to the effects of the Tender Offer to the employment at Amer Sports from Amer Sports' employees.
*Assessment Regarding Financing Presented by the Offeror in the Draft Tender Offer Document*
*Information given by the Offeror in the Draft Tender Offer Document*
The Amer Sports Board has assessed the Offeror's financing based on the below statements made in the Company's and the Offeror's announcement regarding the Tender Offer published on December 7, 2018 and the Draft Tender Offer Document. Further, the Company's legal counsel White & Case LLP has reviewed the Offeror's principal financing documents.
Pursuant to the Draft Tender Offer Document, the Offeror has, and will have on the Closing Date of the Tender Offer, access to debt and equity funding in sufficient amounts, as evidenced in equity commitment letters executed by Investor Consortium members and/or their affiliates, to finance the payment of the aggregate Offer Price for all of the Shares in connection with the Tender Offer (including any mandatory redemption proceedings in accordance with the Finnish Companies Act). The Offeror's obligation to complete the Tender Offer is not conditional upon availability of financing (assuming that all the offer conditions are otherwise satisfied or waived by the Offeror).
*The Offeror's Representations and Warranties in the Combination Agreement*
In the Combination Agreement, the Offeror and the members of the Investor Consortium represent and warrant to Amer Sports that the Offeror has secured necessary and adequate financing such that, on the Closing Date it will have sufficient funds (in the form of cash available under credit facilities, equity subscription agreements and shareholder loans, which are not subject to any availability or draw down conditions (other than conditions that are customary for a UK acquisition financing on a "certain funds" basis in relation to transactions governed by the City Code on Takeovers and Mergers, a condition that all the conditions for the completion of the Tender Offer are satisfied (or waived by the Offeror), or a condition the satisfaction of which is within the control of the Offeror), in order to pay the aggregate Offer Price for all of the Shares in connection with the Tender Offer and in connection with the mandatory redemption proceedings. The Offeror's obligation to complete the Tender Offer is not conditional upon availability of financing (assuming that all the conditions for the completion of the Tender Offer are otherwise satisfied (or waived by the Offeror)).
Based on the information made available by the Offeror to the Company, the Amer Sports Board believes that the Offeror has secured necessary and adequate financing such that the Offeror will have sufficient funds in the form of cash available under credit facilities, equity subscription agreements and shareholder loans in order to pay the aggregate Offer Price in connection with the Tender Offer and in connection with the mandatory redemption proceedings.
*Assessment of the Tender Offer from the Perspective of Amer Sports and its Shareholders*
When evaluating the Tender Offer, analyzing alternative opportunities available to Amer Sports and concluding on its statement, the Amer Sports Board has considered several factors, including, but not limited to, Amer Sports' recent financial performance, current position and future prospects, the historical performance of the trading price of Amer Sports' share, the conditions for the Company and the Offeror to complete the Tender Offer, and the Offeror's obligation to pay liquidated damages in case of the Offeror's failure to commence or to complete the Tender Offer.
The Amer Sports Board's assessment of continuing the business operations of Amer Sports as an independent company has been based on reasonable future-oriented estimates, which include various uncertainties, whereas the Offer Price and the premium included therein is not subject to any uncertainty other than the fulfillment of the conditions to completion of the Tender Offer.
In order to support its assessment of the Tender Offer, the Amer Sports Board has received a fairness opinion, dated December 7, 2018, concerning the Offer Price (the "*Fairness Opinion*") from Amer Sports' financial advisor, Goldman Sachs International. The Fairness Opinion is attached as Appendix 1 to this statement.
The Amer Sports Board believes that the consideration offered by the Offeror to the shareholders is fair to the shareholders based on its assessment of the matters and factors, which the Amer Sports Board has concluded to be material in evaluating the Tender Offer. These matters and factors include, but are not limited to:
· the information and assumptions on the business operations and financial condition of Amer Sports as at the date of this statement and their expected future development;
· the premium being offered for the Shares;
· the historical trading price of Amer Sports' share;
· valuation multiples of Amer Sports' share compared to the industry multiples before the announcement of the Tender Offer;
· valuations and analysis made and commissioned by the Amer Sports Board as well as discussions with external financial advisors; and
· the Fairness Opinion issued by Goldman Sachs International.
In addition, the Amer Sports Board considers the Offer Price level to positively affect the ability of the Offeror to gain control of more than 90 percent of the Shares and thereby help successfully complete the Tender Offer.
Furthermore, the Amer Sports Board considers that the reverse break fee payable by the Offeror under the Combination Agreement in certain circumstances provides reasonable protection for Amer Sports in the event the Combination Agreement is terminated in certain circumstances.
The Amer Sports Board has concluded that the relevant business prospects of Amer Sports would provide opportunities for Amer Sports to develop its business as an independent company for the benefit of Amer Sports and its shareholders. However, taking into consideration the risks and uncertainties associated with such stand-alone approach as well as the terms and conditions of the Tender Offer included in the Draft Tender Offer Document, the Amer Sports Board has concluded that the Tender Offer is a favorable alternative for the shareholders.
*Recommendation of the Amer Sports Board*
The Amer Sports Board has carefully assessed the Tender Offer and its terms and conditions based on the Draft Tender Offer Document, the Fairness Opinion, and other available information.
Based on the foregoing, the Amer Sports Board considers that the Tender Offer and the amount of the Offer Price are, under the prevailing circumstances, fair to Amer Sports' shareholders.
Given the above-mentioned viewpoints, the Amer Sports Board unanimously recommends that the shareholders of Amer Sports accept the Tender Offer.
All members of the Amer Sports Board have participated in the decision-making concerning this statement. The evaluation of independence of the members of the Amer Sports Board is available on the website of Amer Sports.
*Certain Other Matters*
The Amer Sports Board notes that the transaction may, as is common in such processes, involve unforeseeable risks.
The Amer Sports Board notes that the shareholders of Amer Sports should also take into account the potential risks related to non-acceptance of the Tender Offer. If the acceptance condition of more than 90 percent of the Shares and votes is waived, the completion of the Tender Offer would reduce the number of Amer Sports' shareholders and the number of shares, which would otherwise be traded on Nasdaq Helsinki. Depending on the number of Shares validly tendered in the Tender Offer, this could have an adverse effect on the liquidity and value of the shares in Amer Sports. Furthermore, pursuant to the Finnish Companies Act, a shareholder that holds more than two-thirds of the shares and voting rights carried by the shares in a company has sufficient voting rights to decide upon certain corporate transactions, including, but not limited to, a merger of the company into another company, an amendment of the articles of association of the company and an issue of shares in the company in deviation from the shareholders' pre-emptive subscription rights.
Pursuant to Chapter 18 of the Finnish Companies Act, a shareholder that holds more than 90 percent of all shares and votes in a company shall have the right to acquire and, subject to a demand by other shareholders, also be obligated to redeem the shares owned by the other shareholders. In such case, the Shares held by Amer Sports' shareholders, who have not accepted the Tender Offer, may be redeemed through redemption proceedings under the Finnish Companies Act in accordance with the conditions set out therein.
Amer Sports has undertaken to comply with the Helsinki Takeover Code referred to in Chapter 11, Section 28 of the Finnish Securities Markets Act.
This statement of the Amer Sports Board does not constitute investment or tax advice, and the Amer Sports Board does not specifically evaluate herein the general price development or the risks relating to the shares in general. Shareholders must independently decide whether to accept the Tender Offer, and they should take into account all the relevant information available to them, including information presented in the Tender Offer Document and this statement as well as any other factors affecting the value of the shares.
Amer Sports has appointed Goldman Sachs International as financial adviser and White & Case LLP as legal adviser in connection with the Tender Offer.
The Board of Directors of Amer Sports Corporation
Appendix 1: Fairness Opinion
*Further information, please contact:
Samppa Seppälä, Head of Corporate Communications and IR
Tel. +358 50 568 0533
*Amer Sports (www.amersports.com) is a sporting goods company with internationally recognized brands including Salomon, Arc'teryx, Peak Performance, Atomic, Mavic, Suunto, Wilson and Precor. The company's technically advanced sports equipment, footwear, and apparel improve performance and increase the enjoyment of sports and outdoor activities. The Group's business is balanced by its broad portfolio of sports and products and a presence in all major markets. Amer Sports shares are listed on the Nasdaq Helsinki stock exchange (AMEAS).
*Information for U.S. Shareholders*
The Tender Offer is being made for the securities of Amer Sports, a public limited liability company incorporated under Finnish law, and is subject to Finnish disclosure and procedural requirements, which are different from those of the United States of America. The Tender Offer will be made in the United States of America in compliance with Section 14(e) of the U.S. Securities Exchange Act of 1934, as amended (the "*Exchange Act*"), and the applicable rules and regulations promulgated thereunder, including Regulation 14E (subject to any exemptions or relief therefrom, if applicable) and otherwise in accordance with the requirements of Finnish law. Accordingly, the Tender Offer will be subject to disclosure and other procedural requirements, including with respect to the Tender Offer timetable, settlement procedures, withdrawal, waiver of conditions and timing of payments that are different from those applicable under U.S. domestic tender offer procedures and laws.
To the extent permissible under applicable laws and regulations, including Rule 14e-5 under the Exchange Act, and in accordance with normal Finnish practice, the Offeror and its affiliates or its broker and its broker's affiliates (acting as agents or on behalf of the Offeror or its affiliates, as applicable) may from time to time after the date of this stock exchange release, and other than pursuant to the Tender Offer, directly or indirectly purchase, or arrange to purchase shares of Amer Sports or any securities that are convertible into, exchangeable for or exercisable for shares of Amer Sports. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. In no event will any such purchases be made for a price per share that is greater than the price offered in the Tender Offer. To the extent information about such purchases or arrangements to purchase is made public in Finland, such information will be disclosed by means of a press release or other means reasonably calculated to inform U.S. shareholders of Amer Sports of such information. No purchases will be made outside of the Tender Offer in the United States of America by or on behalf of the Offeror or its affiliates. In addition, the financial advisors to the Offeror may also engage in ordinary course trading activities in securities of Amer Sports, which may include purchases or arrangements to purchase such securities. To the extent required in Finland, any information about such purchases will be made public in Finland in the manner required by Finnish law.
The receipt of cash pursuant to the Tender Offer by a U.S. holder of Amer Sports shares may be a taxable transaction for U.S. federal income tax purposes and under applicable state and local, as well as foreign and other tax laws. Each holder of Amer Sports shares is urged to consult his independent professional advisor regarding the tax consequences of accepting the Tender Offer.
Neither the U.S. Securities and Exchange Commission nor any securities commission of any state of the United States has (a) approved or disapproved the Tender Offer, (b) passed upon the merits or fairness of the Tender Offer, or (c) passed upon the adequacy or accuracy of the disclosure in this stock exchange release. Any representation to the contrary is a criminal offence in the United States.
*American depositary shares and American depositary receipts*
Amer Sports has in place an ADR program in respect of its shares. The Tender Offer will not be made for the ADSs, nor for the ADRs. However, the Tender Offer will be made for the shares underlying the ADSs. Holders of ADSs and ADRs are encouraged to consult with the appropriate depositary regarding the tender of shares that are represented by ADSs.
Holders of ADSs may present their ADSs to the depositary bank for cancellation and (upon compliance with the terms of the deposit agreement relating to the ADR program concerning the shares, including payment of the depositary's fees and any applicable transfer fees, taxes and governmental charges) delivery of the underlying shares to them. The Tender Offer may then be accepted in accordance with its terms for such shares delivered to holders of ADSs upon such cancellation. Holders of ADSs should adhere to the timelines that may be imposed on their cancellation of the ADSs in order to be able to tender the underlying shares into the Tender Offer.
THIS STOCK EXCHANGE RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO CANADA, JAPAN, AUSTRALIA OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
THIS STOCK EXCHANGE RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN OFFER OR INVITATION TO MAKE A SALES OFFER. IN PARTICULAR, THIS STOCK EXCHANGE RELEASE IS NOT AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY SECURITIES DESCRIBED HEREIN, AND IS NOT AN EXTENSION OF THE TENDER OFFER, IN CANADA, JAPAN, AUSTRALIA OR SOUTH AFRICA. INVESTORS SHALL ACCEPT THE TENDER OFFER FOR THE SHARES ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN A TENDER OFFER DOCUMENT. OFFERS WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE EITHER THE TENDER OFFER OR ACCEPTANCE THEREOF IS PROHIBITED BY APPLICABLE LAW OR WHERE ANY TENDER OFFER DOCUMENT OR REGISTRATION OR OTHER REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE UNDERTAKEN IN FINLAND.
THE TENDER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW AND, WHEN PUBLISHED, THE TENDER OFFER DOCUMENT AND RELATED ACCEPTANCE FORMS WILL NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW.
Goldman Sachs International, which is authorized by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Amer Sports and no one else in connection with the Tender Offer and the matters set out in this announcement, and will not be responsible to anyone other than Amer Sports for providing the protections afforded to clients of Goldman Sachs International, or for giving advice in connection with the Tender Offer or any matter or arrangement referred to in this announcement.
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Calling On Creators Around the World to Share Their Award-Winning Artwork and Stories Captured from Above
SHENZHEN, China, Dec. 18, 2018 /PRNewswire/ -- DJI and SkyPixel, the world's most popular aerial photography community, are kicking off their annual SkyPixel Aerial Photo & Video Contest. Running from December 18, 2018 to February 18, 2019, the contest is a showcase for the world captured from above, and welcomes submissions from professional photographers, videographers, aerial enthusiasts and content creators around the globe.
The 2018 SkyPixel Aerial Photo & Video Contest consists of two storytelling formats, one in photography and the other in video form. There is no restriction on the type or brand of aerial equipment, and participants can submit as many photos or videos as they wish.
Contestants can win a range of prizes, including a Hasselblad X1D-50c camera, DJI Mavic 2 Pro drone and the new Osmo Pocket three-axis stabilized gimbal. In addition, SkyPixel will organize a series of exhibitions at different DJI Flagship Stores in 2019 to showcase the winning pieces. Select work will also be featured and introduced at workshops hosted by winners and professional photographers in conjunction with SkyPixel.
"DJI has redefined how a drone should look like and what it can do. The compact size, portability and powerful imaging system of our drones have also made capturing amazing aerial content easier than ever before. Now anyone can take their creativity and inspirations to the skies," said Ferdinand Wolf, Creative Director, DJI Europe. "We are seeing more and more aerial photographers and content creators sharing their unique perspectives and stories of the world via SkyPixel. With this contest, we hope to encourage more people to learn about aerial technology, and together embrace this new creative way of storytelling."
Since 2014, the SkyPixel online community (www.skypixel.com) has attracted professional aerial photographers and content creators from more than 140 countries. SkyPixel contests over the past three years have received over 100,000 submissions, a huge collection of extraordinary footage focusing on nature, culture, architecture, and original aerial masterpieces.
*Details of the 2018 SkyPixel Aerial Photo & Video Contest*
The video contest consists of five categories:
· *Nature: *Capture footage of natural scenery, wildlife and landscapes
· *City:* Showcase the beauty of urban landscapes and man-made architecture
· *Sport:* Capture moments in movement and the power and energy of humans doing sports
· *Travel: *Share a story about humanity, culture, or an unforgettable adventure (people should be included in these videos)
· *Creative: *With aerial techniques or intelligent features on a drone, curate a visual story to showcase creative skills and extraordinary visual effects
Video submissions should not be longer than five minutes and must feature at least 30 seconds of aerial footage.
The photo contest consists of four categories:
· *Nature:* Capture a moment in time and reveal the true beauty of nature
· *Architecture:* Discover amazing structures from a new perspective
· *Fun:* Experience the world from unique angle while capturing moments of fun
· *Sport:* Capture the energy and excitement of an athlete pursuing their dreams
No matter what categories participants decide to enter, they should always fly with caution, observe their flight environment and follow local regulations at all times.
From these nine categories, SkyPixel and DJI will give away 49 awards, including two Grand Prizes, and nine first, second and third prizes in each category. There will also be 10 Nominated Entries that are selected by a panel of judges and 10 by popular vote, measured by which submissions get the most likes during the contest period. Contest awards include the Hasselblad X1D-50c camera, DJI Mavic 2 Pro, Osmo Pocket and other products worth a total of approximately $120,000 USD.
This year, the judging panel is composed of award-winning directors, photographers and influencers, including Toby Strong, a documentary photographer who has won many Emmy and BAFTA awards, and Ben Nott, one of Australia's most prestigious directors of photography and an ACS member.
Submission Start Date: December 18, 2018, 2:00 PM, China Standard Time
Submission End Date: February 18, 2019, 2:00 PM, China Standard Time
Award Announcement: March 20, 2019
Interested participants can visit the 2018 SkyPixel Photo & Video Contest website for more information on contest rules and guidelines.
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*BISHOPSGATE, LONDON / ACCESSWIRE / December 18, 2018 / *In accordance with the Disclosure and Transparency Rules (DTR"), SolGold Plc (the "Company") (LSE: SOLG) (TSX: SOLG) (OTC PINK: SLGGF) was informed today by Newcrest International Pty Ltd being a wholly-owned subsidiary of Newcrest Mining Ltd, an ASX top 50 listed Company in Australia, in fulfilment of the obligation of Rule 5 of the DTR, and as a result of the purchase of 27,870,000 ordinary shares with voting rights on 14 December 2018, Newcrest International Pty Ltd has increased its shares held to 281,216,471 ordinary shares of 1 penny each in the Company, or approximately 15.23% of the Company's issued share capital.
References to figures and tables relate to the version visible in PDF format by clicking the link below:
By order of the Board
SolGold Plc (Chief Executive Officer)
Tel: +61 (0) 7 3303 0665
+61 (0) 417 880 448
SolGold Plc (Company Secretary)
Tel: +61 (0) 7 3303 0661
SolGold Plc (Corporate Communications)
Tel: +44 (0) 20 3823 2131
Gordon Poole / Nick Hennis
Camarco (Financial PR / IR)
Tel: +44 (0) 20 3757 4997
Andrew Chubb / Ingo Hofmaier
Hannam & Partners (Joint Broker)
Tel: +44 (0) 20 7907 8500
Clayton Bush / Trystan Cullen / Laura Hamilton
Liberum Capital Limited (Joint Broker)
Tel: +44 (0) 20 3100 2222
Jason Ellefson/Stephanie Lariviere
National Bank of Canada (Joint Broker)
Tel: +1 416 869 8414
Follow us on twitter @SolGold_plc
SolGold is a leading exploration company focussed on the discovery and definition of world-class copper and gold deposits. In 2017 SolGold's management team was recognised by the "Mines and Money" Forum as an example of excellence in the industry, and was awarded again in 2018. The team continues to strive to deliver objectives efficiently and in the interests of shareholders. SolGold is the largest and most active concession holder in Ecuador and is aggressively exploring the length and breadth of this highly prospective, but underexplored, and gold-rich section of the Andean Copper Belt. SolGold aims to bring Alpala in to production, and build a copper gold major in the process.
Ecuador dedicated to become a serious mining nation
Ecuador has, over the last 5 years, been recognised globally as a frontrunner in emerging mining nations as it develops regulatory and fiscal frameworks to facilitate the development of a fiscally, socially and environmentally strong and responsible mining industry.
SolGold employs a staff of over 450 and at least 90% are Ecuadorean. This is expected to grow as the operations at Alpala, and in Ecuador generally, expand. SolGold focusses operations on safety and strives to be reliable and environmentally responsible. SolGold maintains close relationships with its local communities. SolGold has engaged an increasingly skilled refined and experienced team of geoscientists using state of the art geophysical and geochemical modelling applied to an extensive data base to enable the delivery of ore grade intersections from nearly every drill hole at Alpala. SolGold has 86 geologists, of which 25% are female, on the ground in Ecuador looking for copper and gold, most of whom are at Alpala.
The Alpala deposit located on the northern section of the heavily endowed Andean Copper Belt, the entirety of which is renowned as the base for nearly half of the world's copper production. The project area hosts mineralisation of Eocene age, the same age as numerous Tier 1 deposits along the Andean Copper Belt in Chile and Peru to the south. The project base is located at Rocafuerte is an approximately three hour drive on sealed highway north of Quito, close to water, power supply and Pacific ports.
Alpala has produced some of the greatest drill hole intercepts in porphyry copper-gold exploration history, as exemplified by Hole 12 (CSD-16-012) returning 1560m grading 0.59% copper and 0.54 g/t gold including, 1044m grading 0.74% copper and 0.54 g/t gold.
Having fulfilled its earn-in requirements, SolGold is a registered shareholder with an unencumbered legal and beneficial 85% interest in ENSA (Exploraciones Novomining S.A.) which holds 100% of the concession covering approximately 50km^2. The junior equity owner in ENSA is required to repay 15% of costs since SolGold's earn in was completed, from 90% of its share of distribution of earnings or dividends from ENSA or the concession. It is also required to contribute to development or be diluted, and if its interest falls below 10%, it shall reduce to a 0.5% NSR royalty which SolGold may acquire for US$3.5m.
Over 160,000m of diamond drilling has been completed on the project. With 12 rigs currently active on the project, SolGold produces up to approximately 10,500m of core every month. SolGold is encouraged by recent drilling results, expected to further expand and enrich the existing resource base at Alpala in 2019. The Company is also encouraged by notable drill hole results outside the previous resource area which promise further growth for the 2019 drilling campaign ahead. The 2019 drilling campaign will focus on further expansion of the existing resource base at Alpala, namely high priority drill targets at Alpala SE, Alpala NW, Trivinio and Alpala Western Limb.
On 3 January 2018, SolGold announced its Maiden Mineral Resource Estimate (MRE). This was updated and announced in November 2018. The November 2018 Alpala MRE update was estimated from 68,173 assays, with 66,739 assays representing diamond drill core samples, and 1434 assays representing rock-saw channel samples cut from surface rock exposures. Drill core samples were obtained from total of 133,576m of drilling comprising 128 diamond drill holes, including 75 drill holes (Holes 1-75), 34 daughter holes, 8 redrills, and 11 over-runs, and represents full assay data from holes 1-67 and partial assay data received from holes 68 to 75. Rock-saw samples were obtained from 2743m of rock-saw cuts from 262 surface rock exposure trenches. In contrast, the Dec 2017 Maiden MRE was estimated from 26,814 assays obtained from 53,616m of drilling comprising 45 drill holes (Holes 1-33) including 10 daughter holes and 5 redrills.
There now exists approximately triple the amount of drilling and assay information since the maiden MRE of December 2017, and this has resulted in significant growth in tonnage (approximately 273%) and contained metal (approximately 108%) and a far greater proportion of the MRE now being in the Indicated Mineral Resource category (2018: 77%, 2017:40%).
The Alpala updated Mineral Resource Estimate (MRE) totals a current:
2,050 Mt @ 0.60% CuEq (at 0.2% CuEq cut-off) in the Indicated category, and 900 Mt @ 0.35% CuEq (at 0.2% CuEq cut-off) in the Inferred category.
Contained metal content of 8.4 Mt Cu and 19.4 Moz Au in the Indicated category.
Contained metal content of 2.5 Mt Cu and 3.8 Moz Au in the Inferred category.
The updated 2018 MRE will be supported by a full 43-101 Technical Report to be filed by 4 January 2019.
Getting Alpala advanced towards development
SolGold has appointed feasibility management to initially address the production of a preliminary economic assessment (PEA), prior to the prefeasibility and feasibility studies.
The resource at the Alpala deposit boasts a high grade core which, in the event of the construction of a mine, is targeted to facilitate early cashflows and an accelerated payback of initial capital. SolGold is currently investigating development and financing options available to the company for the development of Alpala on reaching feasibility.
SolGold's regional push
SolGold is using its successful and cost efficient blueprint established at Alpala to explore for additional world class copper and gold projects across Ecuador. SolGold is the largest and most active concessionaire in Ecuador having recognised as early as 2014 that the country hosted the same untested prospectivity as the Northern Chilean section of the Andean Copper Belt, which accounts for some 25% of the world's copper resources.
The Company believes Alpala is just the beginning for SolGold in Ecuador. The Company wholly owns four other subsidiaries active throughout the country that are now focussed on eleven high priority gold and copper resource targets, several of which the Company believes have the potential, subject to resource definition and feasibility, to be developed in close succession or even on a more accelerated basis from Alpala.
SolGold is listed on the London Stock Exchange and Toronto Stock Exchange (LSE/TSX: SOLG). The Company has on issue a total of 1,846,321,033 fully-paid ordinary shares; 21,250,000 share options exercisable at 40p and 129,887,000 share options exercisable at 60p.
See www.solgold.com.au for more information. Follow us on twitter @SolGold_plc
News releases, presentations and public commentary made by SolGold plc (the "Company") and its Officers may contain certain statements and expressions of belief, expectation or opinion which are forward looking statements, and which relate, inter alia, to interpretations of exploration results to date and the Company's proposed strategy, plans and objectives or to the expectations or intentions of the Company's Directors. Such forward-looking and interpretative statements involve known and unknown risks, uncertainties and other important factors beyond the control of the Company that could cause the actual performance or achievements of the Company to be materially different from such interpretations and forward-looking statements
Accordingly, the reader should not rely on any interpretations or forward-looking statements; and save as required by the exchange rules of the TSX and LSE or by applicable laws, the Company does not accept any obligation to disseminate any updates or revisions to such interpretations or forward-looking statements. The Company may reinterpret results to date as the status of its assets and projects changes with time expenditure, metals prices and other affecting circumstances.
This release may contain "forward‑looking information" within the meaning of applicable Canadian securities legislation. Forward‑looking information includes, but is not limited to, statements regarding the Company's plans for developing its properties. Generally, forward‑looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved".
Forward‑looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward‑looking information, including but not limited to: transaction risks; general business, economic, competitive, political and social uncertainties; future prices of mineral prices; accidents, labour disputes and shortages and other risks of the mining industry. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward‑looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
The Company and its officers do not endorse, or reject or otherwise comment on the conclusions, interpretations or views expressed in press articles or third-party analysis, and where possible aims to circulate all available material on its website.
The Company recognises that the term "World Class" is subjective and for the purpose of the Company's projects the Company considers the drilling results at the growing Alpala Porphyry Copper Gold Deposit at its Cascabel Project to represent intersections of a "World Class" deposit. The Company considers that "World Class" deposits are rare, very large, long life, low cost, and are responsible for approximately half of total global metals production.
"World Class" deposits are generally accepted as deposits of a size and quality that create multiple expansion opportunities, and have or are likely to demonstrate robust economics that ensure development irrespective of position within the global commodity cycles, or whether or not the deposit has been fully drilled out, or a feasibility study completed.
Standards drawn from industry experts (1) Singer and Menzie, 2010; (2) Schodde, 2006; (3) Schodde and Hronsky, 2006; (4) Singer, 1995; (5) Laznicka, 2010) have characterised "World Class" deposits at prevailing commodity prices. The relevant criteria for "World Class" deposits, adjusted to current long run commodity prices, are considered to be those holding or likely to hold more than 5 million tonnes of copper and/or more than 6 million ounces of gold with a modelled net present value of greater than USD 1 Billion.
The Company and its external consultants prepared an updated 2018 Alpala MRE with an effective date of 16 November 2018. Results are summarised in Table B attached.
There remains strong potential for further growth from more recent drilling results, and continue rapid growth of the deposit.
Any development or mining potential for the project remains speculative.
Drill hole intercepts have been updated to reflect current commodity prices, using a data aggregation method, defined by copper equivalent cut-off grades and reported with up to 10m internal dilution, excluding bridging to a single sample. Copper equivalent grades are calculated using a gold conversion factor of 0.63, determined using an updated copper price of USD3.00/pound and an updated gold price of USD1300/ounce. True widths of down hole intersections are estimated to be approximately 25-70%.
On the basis of the drilling results to date and the results of the Alpala Maiden Mineral Resource Estimate, the reference to the Cascabel Project as "World Class" (or "Tier 1") is considered to be appropriate. Examples of global copper and gold discoveries since 2006 that are generally considered to be "World Class" are summarised in Table A.
References cited in the text:
Singer, D.A. and Menzie, W.D., 2010. Quantitative Mineral Resource Assessments: An Integrated Approach. Oxford University Press Inc.
Schodde, R., 2006. What do we mean by a world class deposit? And why are they special. Presentation. AMEC Conference, Perth.
Schodde, R and Hronsky, J.M.A, 2006. The Role of World-Class Mines in Wealth Creation.Special Publications of the Society of Economic Geologists Volume 12.
Singer, D.A., 1995, World-class base and precious metal deposits-a quantitative analysis: Economic Geology, v. 90, no.1, p. 88-104.
Laznicka, P., 2010. Giant Metallic Deposits: Future Sources of Industrial Metal, Second Edition. Springer-Verlag Heidelberg.
Table A: Tier 1 global copper and gold discoveries since 2006. This table does not purport to be exhaustive exclusive or definitive.
Total >0.2% CuEq
Table B: Alpala Mineral Resource Estimate updated effective 16 November 2018.
Mr. Martin Pittuck, MSc, CEng, MIMMM, is responsible for this Mineral Resource estimate and is an "independent qualified person" as such term is defined in NI 43-101.
The Mineral Resource is reported using a cut-off grade of 0.3% copper equivalent calculated using [copper grade (%)] + [gold grade (g/t) x 0.6] based on a copper price of US$2.8/lb and gold price of US$1,160/oz.
The Mineral Resource is considered to have reasonable potential for eventual economic extraction by underground mass mining such as block caving.
Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability.
The statement uses the terminology, definitions and guidelines given in the CIM Standards on Mineral Resources and Mineral Reserves (May 2014).
The MRE is reported on 100 percent basis.
Values given in the table have been rounded, apparent calculation errors resulting from this are not considered to be material.
The effective date for the Mineral Resource statement is 16 November 2018.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact firstname.lastname@example.org or visit www.rns.com.
*SOURCE:* SolGold PLC
View source version on accesswire.com:
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