Letter to shareholders from Vote NO
CONSOLIDATED MINERALS TAKEOVER VOTE NO
Dear Consolidated Minerals Shareholder,
We write to you as fellow CSM shareholders, concerned that we are being encouraged to sell our shares via the Pallinghurst Scheme of Arrangement at below market price and well below what we feel is their true value. We are actively campaigning against this inadequate proposal which will benefit management and the board, to the detriment of the existing shareholders. As fellow shareholders, we ask for your support by voting NO to the proposal.
WHY YOU SHOULD VOTE NO TO THE PALLINGHURST SCHEME OF ARRANGEMENT
We strongly believe that the proposal consisting of $1.68cash/share plus 2 ‘new’ shares for 5 existing shares is grossly inadequate and significantly undervalues the company. The price offered is NOT fair and is NOT reasonable. The offer is also confusing. Simply put, Pallinghurst Resources is offering to buy three of every five shares you own for just $2.80, well below their current market price. At the closing price of $3.12, shareholders will lose 0.32c/share on three of every five shares. NewConsMin would need to trade at $3.60 for us to break even. Brian Gilbertson meanwhile would have made $109 million.
Manganese ore is currently fetching record prices (US$7.40/dmtu CIF China). This is not just a short term increase as management imply. At the recent Manganese Institute Conference in Vienna, they indicated rising long term consumption and prices for high grade manganese ore.
Management is not working in our best interests. They have been seen by external parties to mislead investors on the implications of manganese pricing, as shown by this quote from a reputable commodity ‘news and prices’ journal: ”In the midst of a takeover battle, CSM advised shareholders of higher manganese ore prices, but was very conservative on the financial implications of the higher prices.”
The bottom line is that manganese prices for the next quarter have increased by 140%. If CSM achieves those September quarter prices for the whole of FY08, the manganese division will add over $200m in revenue. Even after tax, the manganese revenue that is ‘locked in’ for the upcoming quarter alone will be similar to if not more than what CSM will earn during the whole 2006/07 financial year (projected A$33.8M). A ‘yes’ vote would see you forfeit 60% or more of that.
CSM has a valuable asset in the largest independent high grade manganese ore deposit close to China. The reputable commodity ‘news and prices’ journal believes that “As the world’s last and largest independent manganese miner with a high-grade deposit, CSM is considered a prize.” Management wants you to give away 60% at a discounted price!
CSM has the only chrome ore deposit in Australia. Chromite prices have increased, and the outlook for this commodity from Chinese stainless steel companies is bullish.
Nickel output should increase substantially in the coming year with the commencement of the mine development drives in the Kambalda Dome and production recently commencing at Widgiemooltha. Management recently highlighted CSM’s “significant nickel growth platform” with “significant upside potential” and is targeting 15,000 tonnes per annum output in the near future (RIU conference presentation, May 9, 2007).
Further significant, high-grade nickel intersections obtained at the Gillet Prospect, part of CSM’s Widgiemooltha nickel, confirming that Gillet is emerging as a significant new nickel discovery and highlighting the upside to CSM’s nickel exploration portfolio.
Nickel is now unhedged, maximising exposure to the current high spot prices.
CSM owns $213 million (94 cents per CSM share) worth of shares in other ASX-listed companies (based on closing prices as of 9/7/07). These include JML, VML, BCI, MTH and RDR. Their market capitalisation has increased by more than the additional 0.30c/share offered by Pallinghurst Resources since the original announcement on the 23/02/07.
An alternative, superior offer by Territory Resources (ASX: TTY) is likely, subject to completion of limited due diligence. This alternative proposal is for $2/share and one TTY share per CSM share (nominally worth $3.20 at closing on 9/7/07), or 3 TTY shares/CSM share (nominally worth $3.60 at closing on 9/7/07), superior to the Pallinghurst offer (nominally worth $2.92 at closing on 9/7/07).
YOUR VOTE IS IMPORTANT – IF YOU VOTE “YES” (which we DO NOT recommend),
1) We, the current shareholders would lose control of Consolidated Minerals forever (Pallinghurst will own 60%) AND lose money in the process.
2) We will receive considerably less money for our shares than they are currently worth.
3) We will forfeit 60% of the immediate and ongoing benefit of record manganese and chrome ore prices and future increased nickel output and revenue.
4) We immediately forfeit 56 cents/CSM share, being 60% of the 94 cents/share CSM currently owns in other companies.
5) Going forward you will be further diluted by the NewConsMin strategy which will require the issuing of further shares to fund other purchases.
6) There is no assurance that the existing 50% payout dividend policy will be maintained.
YOUR VOTE IS IMPORTANT – VOTE NO FOR THE FOLLOWING REASONS
1) Vote NO so we, the current shareholders will retain control of Consolidated Minerals.
2) Vote NO so we will receive all of the markedly increased profits currently coming CSM’s way, where profit after tax in the coming quarter alone is set to comfortably surpass the entire 06/07 annual profit.
3) Vote NO, so we will retain 100% of the immediate and future benefit of record manganese and chrome ore prices and future increased nickel output and revenue.
4) Vote NO, so we retain 100% of the shares CSM currently owns in other companies.
5) Vote NO, so the possibility of a bidding war for CSM between Territory Resources, Pallinghurst and any other interested parties is retained.
6) Vote NO, so that 50% of profits to be paid as dividends will be maintained.
7) Vote NO, as the price offered is NOT fair and is NOT reasonable.
CONSMIN MANAGEMENT HAVE WITHHELD MARKET SENSITIVE INFORMATION
We believe that management have taken advantage of shareholders at a time when the share price was low. ConsMin management have been fumbling along, at best a lacklustre performance with little vision. They have now decided to engage Pallinghurst Resources to replace their own short-sightedness’ and at our expense. Do not accept this!
For more information, including our estimated financial projection for the upcoming quarter and year, please visit our dedicated website,
www.usail2.com/consolidated_takeover.htm
Yours Sincerely
Glenn Stedman & Dr Keith Barnard
Consolidated Minerals Takeover Vote NO
gsmarine@yahoo.com kbarnard@iinet.net.au