05/10/2016 - 10:56

Independence bids for Windward

05/10/2016 - 10:56


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Independence Group has put forward a $20.5 million bid for emerging nickel play Windward Resources, competing against a previous deal put forward by Michael Fotios’s Eastern Goldfields.

Independence bids for Windward
Independence Group managing director Peter Bradford. Photo: Attila Csaszar

Independence Group has put forward a $20.5 million bid for emerging nickel play Windward Resources, competing against a previous deal put forward by the Michael Fotios-led Eastern Goldfields.

Nickel-focused Independence has offered 19 cents in cash per Windward share to wholly acquire the target, representing an 81 per cent premium to Windward’s 30-day volume-weighted average price.

The deal is a 58 per cent premium to Eastern’s $6 million deal to earn-in to Windward’s nickel and gold portfolio in the Fraser Range last month, which lies in close proximity to Independence’s Nova nickel project.

That offer, which was put forward last month, involved Eastern subscribing for around 18 million Windward shares at 12 cents each (equal to about $2.2 million), and participating in an entitlement offer to raise a further $3.8 million.

Windward’s major shareholder, prominent prospector Mark Creasy, has signalled his intention to vote in favour of the Independence offer and against Eastern’s if at least 23 per cent of Windward shareholders back the Independence offer first.

The Independence offer is also subject to Eastern’s deal not proceeding.

Mr Creasy holds a 27.4 per cent stake in Windward, and the offer needs a minimum 50.1 per cent acceptance.

Following news of the bid today, Independence proceeded to purchase shares in Windward, and by the close of trade it had become a substantial shareholder in the target with a 13 per cent stake. 

Mr Creasy is also a substantial shareholder in Independence; he acquired an 18.6 per cent stake in the miner when it acquired Sirius Resources last year.

“Independence is committed to a strategy of consolidating a larger landholding within the Fraser Range and being a leader in the understanding of the Fraser Range geology,” Independence chief executive Peter Bradford said.

“A portion of Windward’s tenement package is contiguous with the Nova mining lease and thus there is a clear rationale for this bolt-on transaction.

“The offer provides Windward shareholders with the certainty of cash at an attractive premium, removing the risk and uncertainty of exploration, and the potential for further capital raisings by Windward in the future.”

In a statement, Windward said its board considered Independence’s offer to be superior to Eastern’s transaction.

“At the extraordinary general meeting current planned for November 7 (the board) will recommend shareholders vote against the Eastern transaction,” the company said.

Treadstone Resource Partners and Herbert Smith Freehills is advising Independence on the deal, while PCF Capital Group is acting as financial adviser to Windward.

Steinepreis Paganin is acting as legal adviser to Windward.

Shares in Independence were 6 per cent lower to $3.92 each, while Windward shares surged 46 per cent to 19 cents each, at 11am.

Eastern shares have been suspended from trade.


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