THIS IS AN IMPORTANT DOCUMENT
IF YOU ARE IN ANY DOUBT ABOUT THE ACTION
TO BE TAKEN, YOU SHOULD CONSULT YOUR
STOCKBROKER, BANK MANAGER, SOLICITOR,
ACCOUNTANT OR OTHER PROFESSIONAL
ADVISER IMMEDIATELY.
OFFER
BY
LAYNE CHRISTENSEN AUSTRALIA
PTY LIMITED
(ACN 078 167 610)
to acquire all of your fully paid ordinary shares in
STANLEY MINING SERVICES LIMITED
(ACN 009 117 533)
for 90 cents per share
OFFER
BY
LAYNE CHRISTENSEN AUSTRALIA PTY LIMITED
TO ACQUIRE ALL OF YOUR FULLY PAID ORDINARY SHARES
IN
STANLEY MINING SERVICES LIMITED
1. LAYNE AUSTRIALIA'S OFFER
1.1 Layne Australia offers to acquire all of Your Shares on the terms and
conditions of this Offer.
1.2 If you accept this Offer, Layne Australia will be entitled to receive
all Rights attaching to Your Shares other than the right to receive
the Special Dividend, the rights to which you will retain.
2. CONSIDERATION
The consideration Layne Australia offers you is 90 cents cash for each of Your
Shares.
3. OFFER PERIOD
Unless withdrawn in accordance with the Law, it is intended that this
Offer will remain open for acceptance for a period commencing on the date of
this Offer and ending at 5 pm on 23 June 1997 subject to Layne Australia's
right to extend such period in accordance with section 656 of the law.
4. WHO MAY ACCEPT
4.1 This Offer is made to you as the holder of Stanley Shares which are
registered or entitled to be registered in your name in the register
of members of Stanley on the date this Offer is sent or at any time
prior to the end of the Offer Period. If at any time during the Offer
Period, another person is, or is entitled to be, registered as a
holder of some or all of Your Shares ("the Transferred Shares"), then
in accordance with section 649 of the Law:
(a) an offer corresponding to this Offer is deemed to have been made
to that person in respect of the Transferred Shares of which that
person is, or is entitled to be, so registered as a holder;
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(b) an offer corresponding to this Offer is deemed to have been made
to you in respect of the remainder (if any) of the Stanley Shares
other than the Transferred Shares registered in your name on the
date this Offer is sent, or at any time prior to the end of the
Offer Period; and
(c) this original Offer is deemed to have been withdrawn.
4.2 If:
(a) at any time during the Offer Period and prior to acceptance of
this Offer, Your Shares consist of two or more Distinct Portions
(for example, if you hold Your Shares as trustee for 2 or more
persons); and
(b) you give to Layne Australia a notice which:
(i) if it relates to Your Shares in a CHESS Holding, is in an
electronic form approved by the SCH Business Rules; or
(ii) if it relates to Your Shares which are certificated or
uncertificated but not in a CHESS Holding, is in writing,
stating that Your Shares consist of Distinct Portions and
specifying the number of Your Shares in each Distinct Portion for
which you wish to accept this Offer;
this Offer will be deemed to consist of separate Offers made to you in
relation to the respective Distinct Portions of Your Shares.
5. HOW TO ACCEPT
5.1 This Offer may only be accepted in respect of all of Your Shares.
Subject to clause 4, it may not be accepted in relation to only some
of Your Shares.
5.2 You may accept this Offer in respect of all of Your Shares at any time
during the Offer Period.
5.3 To accept this Offer in respect of Your Shares which are certificated
or are uncertificated but not in a CHESS Holding, you should complete
and sign the Acceptance Form in accordance with the instructions on it
and then post the Acceptance Form to:
National Registry Services (WA) Pty Ltd
GPO Box U1936
Perth, Western Australia, 6845
or hand deliver the Acceptance Form to:
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National Registry Services (WA) Pty Ltd.
Level 17, Central Park
152-158 St. George's Terrace
Perth, Western Australia, 6000
so that it is received before the expiry of the Offer Period.
5.4 To accept this Offer in respect of Your Shares which are
uncertificated and which are in a CHESS Holding, you must do so in
accordance with the SCH Business Rules and, specifically:
(a) if you are a Broker or Non-Broker Participant (as defined in the
SCH Business Rules), you should initiate acceptance of this Offer
in accordance with the SCH Business Rules before the expiry of
the Offer Period; or
(b) otherwise, you should instruct your Controlling Participant (this
will normally be the stockbroker who purchased your Stanley
Shares for you) to initiate acceptance of this Offer in
accordance with the SCH Business Rules before the expiry of the
Offer Period.
5.5 When accepting this Offer for Your Shares which are certificated, you
must also provide all certificates relating to Your Shares, or fulfill
all the requirements of Layne Australia and Stanley if you are unable
to provide the certificates, to enable the registration of Layne
Australia as a bona fide purchaser of Your Shares for value and
without notice of any defect in your title to Your Shares.
5.6 Subject to clause 5.4, acceptance of the Offer will not be complete
until the completed Acceptance Form has been received at the address
set out in clause 5.3 and the requirements of clauses 5.3 and 5.5 have
been complied with. However:
(a) Layne Australia may in its sole discretion treat the receipt by
it of the Acceptance Form without some or all of the relevant
certificate(s) for Your Shares which are certificated or other
documents as a valid acceptance; and
(b) where the requirements of clauses 5.3 and 5.5 have been complied
with in respect of some but not all of Your Shares, Layne
Australia may in its sole discretion deem your acceptance of this
Offer complete in respect of those Stanley Shares for which the
requirements have been complied with but not in respect of the
remainder.
6. EFFECT OF ACCEPTANCE
6.1 By initiating acceptance of this Offer in respect of Your Shares
through CHESS or signing and returning an Acceptance Form to Layne
Australia in accordance with clause 5 above, you will be deemed to
have:
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(a) irrevocably accepted this Offer in accordance with its terms in
respect of all Your Shares;
(b) subject to this Offer being declared free of the conditions set
out in clause 7 below or such conditions being fulfilled,
transferred Your Shares to Layne Australia for the consideration
in this Offer;
(c) represented and warranted to and agreed with Layne Australia
that:
(i) on the date of registration of the transfer of Your
Shares to Layne Australia, Your Shares will be fully paid
up and free from all mortgages, charges, liens and other
encumbrances (whether legal or equitable) of any kind;
(ii) you have full right, power and authority to sell and
transfer all of Your Shares to Layne Australia in
accordance with the terms and conditions of this Offer;
(iii) Layne Australia ill be entitled to receive all
dividends, distributions and other Rights (except the
Special Dividend) accruing to Your Shares at the time of
and following the Statement Lodgment Date;
(iv) if for any reason Layne Australia does not receive any
dividends, distributions of other Rights to which it is
entitled under paragraph (iii) above, Layne Australia
will be entitled to reduce the amount of cash
consideration to which you would otherwise be entitled in
accordance with this Offer by the amount or value of such
dividends, distributions or other Rights; and
(v) if for any reason, Layne Australia does not receive any
certificate(s) for Your Shares (except for any of Your
Shares which are held in uncertificated form) then you
must promptly deliver to Layne Australia the relevant
certificate(s) and/or other documents, or acceptable
evidence of loss or destruction and an acceptable
indemnity in relation to those certificates and/or other
documents;
(d) authorized Layne Australia (by its officers, servants or
agents) to complete on the Acceptance Form correct details of
Your Shares, fill in any blanks remaining on the Acceptance
Form and rectify any error in or omission from the Acceptance
Form;
(e) if you signed the Acceptance Form in respect of Your Shares
which are uncertificated and which are in a CHESS Holding,
authorized Layne Australia (or any of its officers, servants or
agents) to instruct your Controlling Participant to initiate
acceptance of the Offer in respect of
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those Stanley Shares in accordance with the SCH Business Rules
and take all other steps necessary under the SCH Business Rules
to accept the Offer in respect of Your Shares;
(f) irrevocably appointed each director of Layne Australia from
time to time, as your attorney for you and on your behalf to:
(i) requisition and/or convene (or join in requisitioning and/or
convening) general meetings of Stanley in accordance with
the Articles of Association of Stanley or sections 246 or
247 of the Law;
(ii) consent to any such meetings being held on short notice;
(iii) attend and vote in respect of Your Shares at any and all
general meetings of Stanley;
(iv) request Stanley, prior to registering the transfer of Your
Shares, to transmit Your Shares to such registers maintained
by or on behalf of Stanley as Layne Australia may specify;
and
(v) execute all forms, notices, instruments (including an
instrument appointing a director of Layne Australia as a
proxy in respect of any or all of Your Shares and any
application to Stanley for a replacement certificate in
respect of any certificate which has been lost or destroyed)
and resolutions relating to Your Shares and generally to
exercise all powers and rights which you may have as the
holder of those shares,
and to have agreed that in exercising the powers conferred by
that power of attorney any such director will be entitled to act
in the interests of Layne Australia as the beneficial owner and
intended registered holder of Your Shares, provided that the
appointment will operate only if the contract resulting from the
acceptance of this Offer is or becomes unconditional; and
(g) irrevocably authorized and directed Stanley to pay to Layne
Australia or to account to Layne Australia for all dividends,
distributions and other Rights (except the Special Dividend) in
respect of Your Shares, subject however to any such dividends,
distributions or other Rights received by Layne Australia being
accounted for by Layne Australia to you in the event that this
Offer is withdrawn or the contract formed by your acceptance of
this Offer is rendered void pursuant to clause 7.
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7. CONDITIONS OF THIS OFFER
7.1 Subject to clause 7.3, this Offer and any contract that results from
the acceptance of this Offer are each conditional upon:
(a) Layne Australia becoming entitled to not less than 90% of the
Stanley Shares by the expiry of the Offer Period;
(b) Layne Australia receiving acceptances before the expiry of the
Offer Period in respect of all offers it makes during the Offer
Period, substantially in the form of Annexure A to this Offer
(except that the consideration specified in the offers may be
increased by Layne Australia), to the holders of options to
subscribe for Stanley Shares;
(c) the Treasurer of the Commonwealth of Australia ("Treasurer")
consenting unconditionally to or stating prior to the end of the
Offer Period that he has no objection under the Commonwealth
Government's foreign investment policy to the purchase by Layne
Australia of all Stanley Shares and the cancellation of all
options to subscribe for unissued Stanley Shares in accordance
with the Offers or the Treasurer ceases to be entitled to make an
order under the Foreign Acquisitions and Takeovers Act 1975 in
respect of that purchase;
(d) none of the following occurrences happening during the period
commencing on the Statement Lodgment Date and ending on the
expiry of the Offer Period:
(i) any one or more of the provisions of the constituent
documents of Stanley or of a subsidiary of Stanley being
altered in any of the ways mentioned in subsection 193(1)
of the Law;
(ii) Stanley or a subsidiary of Stanley resolving to reduce
its share capital in any way;
(iii) Stanley or a subsidiary of Stanley:
(A) entering into a buy-back agreement; or
(B) resolving to approve the terms of a buy-back agreement
under subsections 206D(1) or 206E(1) of the Law;
other than in relation to a buy back of shares in Glindemann
& Kitching Pty Ltd which is or will be substantially in the
manner described in the prospectus issued by Stanley and
dated 20 December 1996;
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(iv) Stanley or a subsidiary of Stanley making an allotment
of, or granting an option to subscribe for, any of its
shares (of any class), or agreeing to make such an
allotment or grant such an option, or declaring or
paying a dividend in circumstances where shares may be
allotted or issued pursuant to Stanley's Dividend
Reinvestment Plan;
(v) Stanley declaring or paying a dividend other than the
Special Dividend;
(vi) Stanley or a subsidiary of Stanley issuing, or agreeing
to issue, convertible notes;
(vii) Stanley or a subsidiary of Stanley disposing, or
agreeing to dispose, of the whole, or a substantial
part, of its business or property;
(viii) Stanley or a subsidiary of Stanley charging, or agreeing
to charge, the whole, or a substantial part, of its
business or property;
(ix) Stanley or a subsidiary of Stanley resolving that it be
wound up;
(x) the appointment of a provisional liquidator of Stanley
or of a subsidiary of Stanley;
(xi) the making of an order by a court for the winding up of
Stanley or of a subsidiary of Stanley;
(xii) an administrator of Stanley, or of a subsidiary of
Stanley, being appointed under sections 436A, 436B or
436C of the Law;
(xiii) Stanley or a subsidiary of Stanley executing a deed of
company arrangement; or
(xiv) the appointment of a receiver, or a receiver and
manager, in relation to the whole, or a substantial
part, of the property of Stanley or of a subsidiary of
Stanley; and
(e) none of the following occurring during the period commencing on
the Statement Lodgment Date and ending on the expiry of the Offer
Period:
(i) Stanley or a subsidiary of Stanley purchasing or
otherwise acquiring or agreeing or offering to purchase
or otherwise acquire or taking a right or option to
acquire any right, title or interest in or to any
property, assets or rights, otherwise than in the
ordinary course of business;
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(ii) Stanley or a subsidiary of Stanley selling or otherwise
disposing of or agreeing or offering to sell or
otherwise dispose of or giving a right or option to sell
any right, title or interest in or to any property,
assets or rights, otherwise than in the ordinary course
of business;
(iii) Stanley or a subsidiary of Stanley entering into or
agreeing to enter into or incurring, varying or
canceling any material contract, commitment or
contingent liability, otherwise than in the ordinary
course of business;
(iv) a material adverse change occurring or being threatened
or announced in the structure, business, financial or
trading position, profitability or prospects of Stanley
or the group of companies comprising Stanley and its
subsidiaries taken as a whole; or
(v) Bank of America National Trust and Savings Association
("Bank of America") or any of its related or affiliated
corporations, notifying Layne Christensen Company that
all or a substantial part of the US$125 million credit
facility the subject of a letter from Bank of America
dated 2 April 1997 will not be made available to Layne
Christensen Company or Layne Australia for any reason,
other than due to an event that was within the sole
control of Layne Australia or of any of its associates;
and
(f) a director or the chief financial officer of Stanley giving
notice to Layne Australia before the end of the Offer Period that
each of the following is correct at the date of the notice, and
is expected to be correct at the end of the Offer Period:
(i) Stanley's consolidated shareholders' equity, determined
in accordance with the accounting principles that were
used in preparing Stanley's audited financial statements
for the year ended 30 June, 1996, is at least $30
million; and
(ii) Stanley's Dividend Reinvestment Plan has been suspended
in accordance with its terms such that no shares will be
allotted or issued pursuant to that plan in connection
with the Special Dividend.
7.2 Subject to the Law, the conditions in clause 7.1 (other than the
condition in clause 7.1(c)) are conditions subsequent and a breach or
non-fulfillment of any of those conditions will not prevent a contract
arising from acceptance of this Offer. Those conditions will not
merge on completion of any contract arising from acceptance of this
Offer and may only be relied upon by Layne Australia. The condition
in clause 7.1(c) is a condition precedent, and any contract arising
from
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acceptance of this Offer will not become binding unless and until that
condition is fulfilled.
7.3 It is a term of this Offer that Layne Australia may, subject to and in
accordance with the Law, declare this Offer and all other Offers made
under the Takeover Scheme and all contracts formed by acceptance of
such Offers, to be free from the conditions (or any one or more of
them or any part of any of them) set out in clause 7.1, other than the
condition in clause 7.1(c). Any declaration made under this clause
7.3 must be made by Layne Australia not less than 7 days before the
end of the Offer Period, and a notice in that respect must be
published in accordance with the requirements of section 663 of the
Law.
7.4 If at the time immediately after the end of the Offer Period in
respect of any condition in clause 7.1:
(a) Layne Australia has not declared this Offer and all other Offers
made by Layne Australia under the Takeover Scheme to be free from
that condition;
(b) the Offers have not become free of that condition by virtue of
the operation of subsection 664(2) of the Law; or
(c) that condition has not been fulfilled;
all contracts resulting from the acceptance of Offers and all Offers
that have been accepted and from whose acceptance binding contracts
have not yet resulted, are void. In that event Layne Australia will,
if you have accepted this Offer, return any Acceptance Form and other
documents forwarded by you, to your address as shown in the Acceptance
Form.
8. PAYMENT
8.1 If you validly accept (or are treated by Layne Australia pursuant to
clause 5.6 as having validly accepted) this Offer and:
(a) all of the conditions set out in clause 7.1 have been fulfilled;
or
(b) Layne Australia has declared the Offers constituting the Takeover
Scheme to be free from those conditions to the extent that they
have not been fulfilled,
Layne Australia will pay the consideration payable to you by cheque in
Australian dollars sent to you at your risk by pre-paid ordinary mail,
or, in the case of overseas shareholders by pre-paid airmail, to your
address shown on the Acceptance Form within 30 days after the Offer is
accepted by you or the Offer or the contract resulting from acceptance
of the Offer becomes unconditional,
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whichever is the later, but in any event not later than 21 days after
the end of the Offer Period.
9. WITHDRAWAL
Subject to compliance with section 653 of the Law and any conditions imposed
pursuant to that section, Layne Australia may withdraw this Offer.
10. VARIATION OF THE OFFER
Layne Australia may at any time, and from time to time, vary this Offer in
accordance with sections 654 to 661 of the Law.
11. ADDITIONAL INFORMATION
11.1 According to documents lodged by Stanley with Australian Stock
Exchange Limited, as at the date of this Offer the total number of
Stanley Shares on issue is 70,219,325.
11.2 Immediately before this Offer was sent, Layne Australia was entitled
to none of the Stanley Shares on issue at that date.
11.3 The date of publication of the notice referred to in subsection 663(4)
of the Law is 13 June 1997, subject to variation in accordance with
section 663(5) of the Law if the Offer Period is extended.
11.4 All stamp duty payable on transfers of Stanley Shares in respect of
which Offers are accepted will be paid by Layne Australia.
11.5 This Offer is accompanied by a copy of the Part A Statement.
12. NOTICES
12.1 Any notice, nomination or other communication to be given by Layne
Australia to you under this Offer will be deemed to be duly given if
it is in writing and is signed or purports to be signed (whether in
manuscript, printed or reproduced in any form) on behalf of Layne
Australia by any of its directors or secretaries and is delivered to
or sent by post in a pre-paid envelope to your address as recorded on
the register of members of Stanley.
12.2 Any notice or other communication given by you to Layne Australia in
connection with this Offer will be deemed to be duly given if it is in
writing and is sent by post to Layne Australia at the following
address
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c/o Baker & McKenzie
Level 26
AMP Centre
50 Bridge Street
SYDNEY NSW 2000
Attention: Steven Glanz
13. INTERPRETATION
13.1 In this Offer:
"Acceptance Form" means the form of acceptance and transfer enclosed with this
Offer;
"CHESS" means the Clearing House Electronic Subregister System operated by SCH;
"CHESS Holding" means a holding of Stanley Shares on the CHESS subregister of
Stanley;
"Commission" means the Australian Securities Commission;
"Controlling Participant" means the Broker or Non-Broker Participant designated
as the controlling participant for Stanley Shares in accordance with the SCH
Business Rules;
"Distinct Portions" has the meaning attributed to that phrase in the Law in
respect of Stanley Shares;
"Law" means the Corporations Law;
"Layne Australia" means Layne Christensen Australia Pty Limited ACN 078 167 610
of Level 26, 50 Bridge Street, Sydney NSW;
"Offer" means the offer contained in this document (or if the context so
requires, this document itself) and "Offers" means all like offers sent to
holders of Stanley Shares (or persons entitled to receive such Offers);
"Offer Period" means the period, referred to in clause 3, during which this
Offer remains open for acceptance;
"Part A Statement" means the Part A Statement registered in relation to the
Takeover Scheme (a copy of which accompanies this Offer);
"Rights" means all accretions and rights accrued or accruing directly or
indirectly to the Stanley Shares at the time of and following the Statement
Lodgment Date including, without limitation, all rights to receive dividends and
to receive, convert to or subscribe for Stanley Shares (whether under a dividend
reinvestment plan, option or otherwise) stock units, notes, options or other
marketable securities, whether declared paid or issued by Stanley or otherwise,
but does not include the Special Dividend;
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"SCH" means the Securities Clearing House approved under the Law;
"SCH Business Rules" means the business rules of SCH from time to time;
"Special Dividend" means the dividend of 5 cents per Stanley Share which was
declared on 29 April 1997;
"Stanley" means Stanley Mining Services Limited ACN 009 117 533 of C/-Nissen,
Kestel & Hartford, Suite 4, 1st Floor, South Mill Centre, 9 Bowman Street, South
Perth, WA;
"Stanley Shares" means the fully paid ordinary shares of $0.20 each in Stanley
on issue at the date the Offers are sent;
"Statement Lodgment Date" means the date upon which the Part A Statement is
lodged for registration with the Commission;
"Takeover Scheme" means the takeover scheme constituted by the Offers for
Stanley Shares;
"Your Shares" means, subject to clause 4, the Stanley Shares in respect of which
you are registered or entitled to be registered as holder in the register of
members of Stanley; and
unless the context otherwise requires, other words and phrases used in this
Offer have the same meaning as attributed to them by the Law or the SCH Business
Rules, as the case may be.
13.2 Headings are for ease of reference only and do not affect the
interpretation of this Offer.
13.3 References to clauses are references to clauses in this Offer.
13.4 The singular includes the plural and the plural includes the singular.
A reference to a person includes a reference to a corporation.
13.5 Unless otherwise indicated, a reference to "dollars" or "$" means the
lawful currency of the Commonwealth of Australia.
13.6 References to any law are references to that law as amended,
consolidated, supplemented or replaced from time to time.
13.7 References to time are references to Sydney time.
DATED 20 May 1997
SIGNED for and on behalf of )
Layne Christensen Australia )
Pty Limited ) ______________________________
Director
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Annexure A
Offer by Layne Christensen Australia Pty Limited ACN 078 167 610 ("Layne
Australia")
To: [Name of option holder]
Offer
1. Layne Australia offers to pay you the price specified in clause 2 for each
option granted to you under the Stanley Mining Services Limited Employee
Share Option Plan ("Options") in consideration for the surrender to Stanley
Mining Services Limited ("Stanley") of those Options and for your agreeing
to enter into any further agreement with or execute any document in favour
of Stanley to extinguish all of your rights in connection with the Options.
2. The price which Layne Australia offers in relation to each Option is the
difference between 95 cents and the exercise price of the Option. If Layne
Australia increases the cash price offered for each share in Stanley under
its takeover offers for all of those shares dated 20 May 1997 ("Share
Offers"), then the price to be paid by Layne Australia for each of the
Options will be increased by the same amount.
3. This offer expires at the end of the Offer Period (as defined in the Share
Offers).
Acceptance
4. This offer may be accepted by signing this document in the place indicated
and returning it to Layne Australia together with the certificates for the
Options (if any). Once received, your acceptance will be irrevocable.
5. This offer may only be accepted in respect of all your Options.
Condition subsequent
6. This offer is conditional upon the Share Offers becoming unconditional, due
to the conditions to which they are subject being either satisfied or
waived by Layne Australia.
7. The condition in clause 6 is a condition subsequent, and a breach or
non-fulfillment of the condition will not prevent a contract arising from
acceptance of this offer. If at the end of the Offer Period (as defined in
the Share Offers) the condition has not been fulfilled then the contract
arising from acceptance of this offer will be void.
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Payment
8. The offer price for the surrender of your Options will be paid by Layne
within 14 days after you accept this offer or the condition in clause 6 is
satisfied, whichever happens later.
Enforceability
9. If you accept this offer, then your agreement to surrender the Options is
for the benefit of both Layne Australia and Stanley, and may be enforced by
either of them.
10. Your acceptance of this Offer will, subject to the satisfaction of the
condition in clause 6, irrevocably constitute Layne Australia your attorney
to execute on your behalf and in your name any document considered
reasonably necessary by Layne Australia to effect the extinguishment,
surrender or cancellation of the Options and all of your rights in
connection with the Options.
Dated: [ ] 1997
I accept this offer
_____________________________________________
Signature of Option holder
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