Gladstone Pacific Nickel Limited (ACN 104 261 887) - Takeover Proposal

TORONTO, Aug. 12 /CNW/ - Gladstone Pacific Nickel Limited ("GPNL" or the "Company") announces today that it has received a letter from Queensland Nickel Resources Pty Ltd ("QNR") advising that it will make an unconditional cash offer for all the ordinary shares in GPNL it does not already own.

The Board recommends that shareholders take no action in relation to the offer until such time as a bidder's statement and a target statement have been prepared in accordance with Corporations Act 2001 (Cth) ("Act") and have been sent to shareholders.

Under the terms of the unconditional cash offer, shareholders will receive (pnds stlg)0.14 per ordinary share which values the entire issued and paid up capital of the Company at (pnds stlg)9,930,998.

QNR is a wholly owned subsidiary of Mr Clive Palmer and it owns 50.04% of the ordinary shares of the Company. QNR and Mr Clive Palmer are considered related parties in accordance with the AIM rules.

An Independent Board Committee will be established in order to evaluate the offer from QNR.

The Act provides for legislated steps and timing that a bidder and target must adhere to in the event of an off-market bid (GPNL believes the bid will be an off-market bid) of this nature. The actual timetable will depend on when QNR lodges its bidder's statement with the Australian Securities and Investments Commission, which must occur so that the offers can be made within 2 months of today. GPNL understands that QNR is seeking to prepare and lodge its bidder's statement as soon as possible.

    
    The key steps are set out below:

    -------------------------------------------------------------------------
    No   Step                                               Act Requirement
    -------------------------------------------------------------------------
    1    The Bidder lodges the bidders statement and
         offer Document with the Australian Securities
         and Investments Commission
    -------------------------------------------------------------------------
    2    The bidder sends a copy of the bidders statement   Within 21 days
         and offer document to the target                   of No 1 above
    -------------------------------------------------------------------------
    3  Bidder sends the bidders statement and offer         Within 14-28 days
       document to shareholders                             after No 2 above
    -------------------------------------------------------------------------
    4  The target sends the target statement to             Within 15 days
       shareholders                                         after No 3 above
    -------------------------------------------------------------------------
    5  Period within which acceptances of the offer may     A minimum of
       be lodged by shareholders                            1 month after
                                                            No 2 above
                                                            (but may be
                                                            longer or
                                                            extended)
    -------------------------------------------------------------------------
    

The statutory timing provided above may vary by agreement of the parties and therefore may vary substantially from that provided.

Mr Palmer stated that "the purpose of the takeover of GPNL was to effect the delisting of all remaining GPNL shares from the alternative investment market of the London Stock Exchange and returning the Company to a private company status."

GPNL will keep its shareholders informed and will make further announcements as and when material developments occur.

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.

SOURCE Gladstone Pacific Nickel Ltd.

For further information: For further information: Julien McInally - Gladstone Pacific Nickel Ltd, Tel: +61(0)7 3231 7100; Gerry Beaney, Robert Beenstock - Grant Thornton Corporate Finance, Tel: +44 20 7383 5100; Richard Johnson - Arbuthnot Securities, Tel: +44 20 7012 2000, Email: info@gladstonepacific.com.au

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Gladstone Pacific Nickel Ltd.

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