GLADSTONE PACIFIC NICKEL LIMITED - (ACN 104 261 887) - Non- Renounceable Rights Issue - Panel Declines to make a Declaration of Unacceptable Circumstances

TORONTO, Sept. 15, 2011 /CNW/ - Gladstone Pacific Nickel Limited ("GPNL") announces that on 14 September  2011, the Takeovers Panel in Australia announced that it had declined to make a declaration of unacceptable circumstances in response to an application dated 19 August 2011 by Robash Pty Ltd , a Shareholder of GPNL , in relation to the affairs of GPNL.

Further details in relation to this decision are set out in the attached announcement.

Gladstone Pacific Nickel Limited is an Australian mining development company presently undertaking an Integrated Definitive Feasibility Study for the Gladstone Nickel Project. The Company's vision is to build a major long-life nickel cobalt refinery at the deepwater Port of Gladstone, in Central Queensland, Australia, treating abundant high grade nickel laterite ores from New Caledonia and other south-west Pacific islands, underpinned by beneficiated ores from its own Marlborough deposits. The Project has the potential to be one of the largest of its type in the world producing some 126,000 tpa nickel (8 - 10% of global nickel demand) and 10,400 tpa of cobalt metal from its first two stages.

Disclaimer:
This news release includes certain statements that may be deemed "forward-looking statements". All statements in this news release, other than statements of historical facts, that address future exploration drilling, exploration activities and events or developments that the Company expects, are forward looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include metal prices, exploration success, continued availability of capital and financing, and general economic, market or business conditions.

MEDIA RELEASE


No: 65/2011
Wednesday, 14 September 2011

Gladstone Pacific Nickel Limited 02 - Panel
Declines to Make a Declaration of Unacceptable Circumstances

The Panel has declined to make a declaration of unacceptable circumstances in response to an application dated 19 August 2011 by Robash Pty Ltd, a shareholder of Gladstone Pacific Nickel Limited, in relation to the affairs of Gladstone (TP11/59).

The application related to a prospectus lodged by Gladstone with ASIC on 12 August 2011 in relation to a proposed 11 for 1 non-renounceable rights issue at $0.08 per share. Companies owned and controlled by Mr Clive Palmer currently own 56.4% of Gladstone (Palmer Companies). The applicant submitted, among other things, that the rights issue constituted unacceptable circumstances because:

  • the offer ratio is punitive and there has been no attempt to mitigate the effect of the offer on shareholders who do not participate in the rights issue
  • shareholders have not been adequately informed of the identity of persons who propose to acquire a substantial interest in Gladstone
  • shareholders, other than Palmer Companies, are unlikely to have an equal opportunity to participate in the rights issue due to its ratio and pricing and
  • an inappropriate procedure is being followed as a preliminary to compulsory acquisition of voting shares in Gladstone.

The Panel considered that Gladstone had not taken all reasonable steps to minimise the potential control effect of the rights issue and that the prospectus did not adequately disclose, among other things, the potential effect on control if no shareholders took up their rights (other than the Palmer Companies) and the intentions of the Palmer Companies as regards exercising their voting rights and should they become entitled to proceed to compulsory acquisition.

The Panel was minded to make a declaration of unacceptable circumstances in relation to the affairs of Gladstone and was minded to make orders that the rights issue not proceed unless the resulting acquisition by the Palmer Companies was approved by shareholders (other than the Palmer Companies).

However, on 9 September 2011, Gladstone announced on its website that it had withdrawn the prospectus. Subsequently, Gladstone requested and consented that ASIC issue a stop order in respect of the prospectus.

The Panel decided that Gladstone's withdrawal of the prospectus had removed the ground on which it was previously minded to declare that the rights issue was likely to lead to unacceptable circumstances in relation to the affairs of Gladstone. Accordingly, the Panel declined to make a declaration of unacceptable circumstances in relation to the affairs of Gladstone.

The Panel did not consider it against the public interest to decline to make a declaration of unacceptable circumstances.

The sitting Panel was Garry Besson, Peter Hay (sitting President) and Heather Zampatti.

The Panel will publish its reasons for the decision in due course on its website www.takeovers.gov.au.

Allan Bulman
Director, Takeovers Panel
Level 10, 63 Exhibition Street
Melbourne VIC 3000
Ph: +61 3 9655 3597
allan.bulman@takeovers.gov.au

SOURCE Gladstone Pacific Nickel Ltd.

For further information:

Blair Brewster  - Gladstone Pacific Nickel Ltd   Tel:+61(0)7 3231 7100

Email: info@gladstonepacific.com.au

Profil de l'entreprise

Gladstone Pacific Nickel Ltd.

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