Mt Gibson makes Aztec offer unconditional

West Perth-based Mount Gibson Iron Ltd has made its off-market takeover bid for Aztec Resources Ltd unconditional, saying it would shorten the time period for payment of the Offer consideration.

The full text of a Mount Gibson announcement is pasted below

Mount Gibson Iron Ltd advises that it has today freed the offer under its off-market takeover bid for Aztec Resources Ltd of all remaining defeating conditions.

Mount Gibson has also agreed to shorten the time period for payment of the Offer consideration. Aztec shareholders who accept the Offer will now be issued with their Mount Gibson shares as consideration:

• in the case of Aztec shareholders who have already accepted the Offer, within 3 days from today; and
• in all other cases, within 3 days from the date of acceptance of the Offer.

The Offer is scheduled to close at 5pm on Friday 3 November 2006. Accordingly, Aztec shareholders who have not yet accepted the Offer are encouraged to do so, creating Australia's leading independent pure-play iron ore producer and taking advantage of the substantial premium being offered by Mount Gibson.

Mount Gibson considers that the issue of the shares to ARC triggers a defeating condition of the Offer (Prescribed occurrences at section 12.8(k) of the Bidder's Statement). However, Mount Gibson does not wish to deny Aztec shareholders the opportunity to participate in the creation of a leading Australian iron ore producer; the vision that led Mount Gibson to make its Offer in the first instance. Mount Gibson therefore advises that it does not intend to rely on the issue of shares to ARC and consequent non-fulfilment of the prescribed occurrences condition to rescind the Offer.

Mount Gibson also confirms that it has sought relief from the Australian Securities and Investments Commission in order to vary its Offer so that they will extend to the 77,777,778 Aztec shares issued by Aztec to ARC. ASIC is presently considering the application and it is Mount Gibson's intention to extend the Offer to these shares if and when ASIC grants relief to do so.