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EXHIBIT 10(a)
CASH AND SHARE OFFER
THIS IS AN OFFER TO ACQUIRE ALL OF YOUR ORDINARY SHARES
IN GASGOYNE GOLD MINES NL FOR A COMBINATION OF
CASH AND COEUR D'ALENE SHARES TO BE ALLOTTED TO YOU
Certain expressions used in this Offer are defined in clause 14.
1 OFFER
1.1 Coeur d'Alene offers to acquire all of your Gasgoyne
Shares, including any Gasgoyne Shares issued during the
term of this Offer pursuant to the exercise of any Gasgoyne
Options, together with all Rights attaching to them on the
terms and conditions set out in this Offer.
1.2 This Offer may only be accepted in respect of all (and not
a part only) of your Gasgoyne Shares.
1.3 To accept this Offer, please follow the instructions set
out in clause 4.
2 CONSIDERATION
2.1 The consideration offered by Coeur d'Alene is $60 cash plus
7 Coeur d'Alene Shares for each 100 Gasgoyne Shares.
2.2 To the extent that you hold Gasgoyne Shares that are not in
multiples of 100, the cash and share portions of the
consideration will be pro rated.
2.3 Subject to clause 12 (relating to foreign shareholders and
odd lots), the Coeur d'Alene Shares to be allotted if the
Offer is accepted will:
(a) be issued credited as fully paid; and
(b) rank equally in all respects with, and confer
identical rights to, existing Coeur d'Alene
Shares from the date you are registered as a
holder of those shares (except that you may not
offer or sell the Coeur d'Alene Shares in the
USA or to a US Person prior to the expiration
of a 40 day period commencing at the end of the
offer period).
2.4 If the number of Gasgoyne Shares which you hold is such
that your entitlement to Coeur D'Alene Shares is not a
whole number, then Coeur d'Alene will:
(a) allot the whole number of shares; and
(b) in addition to any cash payable to you in
relation to the cash component of the
consideration set out in clauses 2.1 and 2.2,
pay the value of the fractional entitlement by
cheque in Australian dollars, using the last
trading price of Coeur d'Alene Shares on the
NYSE and the Exchange Rate on the last day
before your acceptance is received.
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2.5 Before the date of allotment of the Coeur d'Alene Shares
pursuant to this Offer, Coeur d'Alene will apply to be
admitted to the official list of ASX and for official
quotation of the Coeur d'Alene Shares. Quotation is not
guaranteed or automatic, nor is it a condition of this
Offer.
3 DURATION OF OFFER
This Offer will remain open for acceptance during the
period commencing on the date of this Offer and ending at
5.00 pm Perth time on the day which is one month after that
date. That period may be extended or the Offer withdrawn
in accordance with the Corporations Law.
4 HOW TO ACCEPT THIS OFFER
4.1 IF YOU WERE NOT ISSUED SHARE CERTIFICATES (CHESS HOLDINGS)
If you were not issued with share certificates for your
Gasgoyne shares (ie because your Gasgoyne Shares are in a
CHESS Holding), you can accept this offer by:
(a) instructing your Broker or Non-Broker
Participant to initiate acceptance of this
Offer; or
(b) if you are a Broker and Non-Broker Participant,
initiating acceptance of this Offer in
accordance with Rule 16.3 of the SCH business
rules before the end of the offer period.
4.2 SHARE CERTIFICATES
If you hold share certificates for your Gasgoyne shares
then to accept this Offer you should COMPLETE, SIGN AND
RETURN the accompanying Acceptance Form in accordance with
the instructions on it and deliver or send it by post
together with your Gasgoyne share certificate(s) and all
other documents required by those instructions so that they
are received before the expiry of the offer period. A
reply pre-paid envelope is enclosed for your convenience.
4.3 It is recommended that holders of share certificates hand
deliver the Acceptance Form and their certificates to
Deloitte Share Registry Services, a division of the firm
Deloitte Touche Tohmatsu (whose address appears on the
Acceptance Form) and a receipt be obtained. Otherwise the
use of registered mail with return receipt requested is
recommended. Beneficial owners whose Gasgoyne Shares are
registered in the name of a broker, trust company or other
nominee should contact that nominee for assistance in
accepting the Offer.
4.4 TIME OF ACCEPTANCE
You will be deemed to have accepted this Offer at the time
the relevant documentation is received by Coeur d'Alene or
when you (or your Broker or Non-Broker Participant on your
behalf) have initiated acceptance of this Offer through
CHESS.
4.5 GASGOYNE OPTIONS
Holders of Gasgoyne Options may accept Offers for the
Gasgoyne Shares issuable to them on exercise of their
Gasgoyne Options without the need first to send a notice of
exercise to Gasgoyne. Those Offers may be accepted by:
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(a) duly completing and signing the relevant notice
of exercise in respect of the Gasgoyne Options;
(b) drawing a cheque in favour of Gasgoyne for the
whole of the subscription price due on exercise
of the Gasgoyne Options;
(c) duly completing and signing the Acceptance Form
in respect of the Gasgoyne Shares which will be
issued on exercise of the Gasgoyne Options; and
(d) sending the notice of exercise, cheque and
Acceptance Form in accordance with this clause
4, together with the certificate(s) for the
relevant Gasgoyne Options.
5 PAYMENT OF CONSIDERATION
5.1 DATE FOR PAYMENT OF CONSIDERATION
Coeur d'Alene will provide the consideration for your
Acceptance Shares on or before the thirtieth day after this
Offer is validly accepted by you or this Offer or the
contract resulting from your acceptance of this Offer
becomes unconditional (whichever happens later) and in any
event not later than the twenty-first day after the end of
the offer period.
5.2 CASH PORTION OF THE CONSIDERATION
The cash portion of the consideration will be paid by
cheque (drawn in Australian currency) payable to you and
will be delivered to you or lodged for posting to you at
your address shown on the Acceptance Form or in the CHESS
subregister (or such other address as you may notify in
writing to Coeur d'Alene prior to despatch of the cheque)
and at your risk. Where your address is in Australia,
Coeur d'Alene will send your cheque to you by pre-paid
ordinary post. Where your address is outside Australia,
Coeur d'Alene will send your cheque to you by pre-paid
airmail post.
5.3 SHARE PORTION OF THE CONSIDERATION
Subject to clause 12, Coeur d'Alene will allot to you the
Coeur d'Alene Shares forming the share portion of the
consideration and forward to you the share certificates in
respect of Coeur d'Alene Shares (if applicable) at the same
address as referred to in clause 5.2.
6 CONDITIONS OF THE OFFER
6.1 This Offer and the contract resulting from acceptance of
this Offer are subject to fulfilment of the following
conditions:
(a) that during the offer period Coeur d'Alene
becomes entitled to at least 50.1% of Gasgoyne
Shares on issue at the end of the offer period;
(b) that during the period commencing on the date
of service of the Part A Statement on Gasgoyne
and ending at the end of the offer period none
of the following events happen:
(i) any one or more of the provisions
of the constitution of Gasgoyne or
of a subsidiary of Gasgoyne is
altered in any of the ways
mentioned in section 193(1) of the
Corporations Law;
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(ii) Gasgoyne or a subsidiary of
Gasgoyne resolves to reduce its
share capital in any way;
(iii) a subsidiary of Gasgoyne makes an
allotment of, or grants an option
to subscribe for, any of its shares
or agrees to make such an allotment
or grant such an option;
(iv) Gasgoyne grants or agrees to grant
an option to subscribe for any of
its shares or allots or agrees to
make an allotment of any of its
shares where the allotted shares
would not be subject to the
Takeover Scheme;
(v) Gasgoyne or a subsidiary of
Gasgoyne issues, or agrees to issue,
convertible notes;
(vi) Gasgoyne or a subsidiary of
Gasgoyne disposes, or agrees to
dispose, of the whole, or a
substantial part, of its business
or property;
(vii) Gasgoyne or a subsidiary of
Gasgoyne charges, or agrees to
charge, the whole, or a substantial
part, of its business or property;
(viii) Gasgoyne or a subsidiary of
Gasgoyne resolves that it be wound
up;
(ix) the appointment of a provisional
liquidator of Gasgoyne or of a
subsidiary of Gasgoyne;
(x) the making of an order by a court
for the winding up of Gasgoyne or
of a subsidiary of Gasgoyne;
(xi) an administrator of Gasgoyne, or of
a subsidiary of Gasgoyne, being
appointed under section 436A, 436B
or 436C of the Corporations Law;
(xii) Gasgoyne or a subsidiary of
Gasgoyne executing a deed of company
arrangement; or
(xiii) the appointment of a receiver, or a
receiver and manager, in relation
to the whole, or a substantial
part, of the property of Gasgoyne
or of a subsidiary of Gasgoyne.
(c) no takeover offer by another party being made
for shares in Gasgoyne which becomes or is
declared unconditional (other than conditions
that a prescribed occurrence does not occur)
before the end of the offer period;
(d) no material adverse change occurring to or
being threatened or announced in the structure,
business, financial or trading position or
condition, assets or liabilities or
profitability of Gasgoyne and its subsidiaries
taken as a whole (including without limitation
any material downgrading of the prospects of
any of the major projects of Gasgoyne or one of
its subsidiaries).
6.2 Each of the conditions set out in each paragraph and
subparagraph of clause 6.1:
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(a) constitutes and shall be construed as a
separate, several and distinct condition;
(b) is a condition subsequent; and
(c) until the expiration of the offer period will
be for the benefit of Coeur d'Alene alone and
may be relied on only by Coeur d'Alene.
6.3 Any contract resulting from acceptance of this Offer will
not become binding unless and until the condition in clause
6.4 is fulfilled. Coeur d'Alene will not be entitled to
waive that condition.
6.4 This Offer is conditional on the Treasurer of the
Commonwealth of Australia ("TREASURER") unconditionally
consenting to or stating prior to the end of the offer
period that he has no objection to the purchases
contemplated by the Offers under the Commonwealth
Government's foreign investment policy or to similar effect
or the Treasurer ceases to be entitled to make an order
under Part II of the Foreign Acquisitions and Takeovers Act
1975 in respect of those purchases.
6.5 The breach or non-fulfillment of any of the conditions set
out in clause 6.1 does not, until the end of the offer
period, prevent a contract arising to acquire your Gasgoyne
Shares resulting from your acceptance of this Offer but, if
at the end of the offer period, in respect of any condition
in clauses 6.1 or 6.4:
(a) Coeur d'Alene has not declared the Offers to be
free from that condition;
(b) the Offers have not become free from that
condition by virtue of the operation of section
664(2) of the Corporations Law; or
(c) that condition has not been fulfilled,
all contracts resulting from the acceptance of Offers and
all acceptances that have not resulted in binding contracts
are void.
6.6 Coeur d'Alene may at any time at its sole discretion but in
compliance with section 663(2) of the Corporations Law by
notice in writing to Gasgoyne declare the Offers free from
all or any of the conditions set out in each paragraph and
sub-paragraph of clause 6.1 on any date but not less than
seven days before the last day of the offer period.
6.7 The date specified for the publication of the notice
referred to in section 663(4) of the Corporations Law is
[ ], subject to variation in accordance
with section 663(5) of the Corporations Law in the
event that the offer period is extended.
7 EFFECT OF ACCEPTANCE
7.1 By signing and returning the Acceptance Form, or initiating
acceptance of this Offer through CHESS, in accordance with
the provisions of this Offer you will:
(a) have irrevocably accepted this Offer in respect
of the Acceptance Shares;
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(b) be deemed to have represented and warranted to
Coeur d'Alene that the Acceptance Shares will
at each of the Relevant Times be free from all
mortgages, charges, liens and other
encumbrances (whether legal or equitable)
whatsoever and, without limiting the generality
of the foregoing, all restrictions on transfer
of any kind, and that you have full power and
authority to sell the Acceptance Shares to
Coeur d'Alene;
(c) have agreed to transfer the Acceptance Shares
to Coeur d'Alene;
(d) have represented and warranted to Coeur d'Alene
that at each of the Relevant Times the
Acceptance Shares are fully paid up;
(e) be deemed to have represented and warranted to,
and agreed with Coeur d'Alene, that the
Acceptance Shares will be purchased by Coeur
d'Alene with all Rights and that you will
execute all such instruments as Coeur d'Alene
may require for the purpose of vesting in it
any such Rights;
(f) notwithstanding the instructions in clause 4.1,
if you signed the Acceptance Form in respect of
any of your Gasgoyne Shares in a CHESS Holding,
have irrevocably authorised Coeur d'Alene:
(i) to instruct your Controlling
Participant to initiate acceptance
of this Offer in respect of all
those Gasgoyne Shares in accordance
with the SCH business rules; and
(ii) to give any other instructions in
relation to those Gasgoyne Shares
to your Controlling Participant on
your behalf under the sponsorship
agreement between you and the
Controlling Participant;
(g) have authorised Coeur d'Alene (by its
directors, servants and agents) to correct any
errors or omissions contained in the Acceptance
Form or made in the completion of the
Acceptance Form and generally to complete in
accordance with this Offer and the instructions
on the Acceptance Form any blanks in the
Acceptance Form as may be necessary to make the
Acceptance Form an effective acceptance of this
Offer and to enable registration of the
Acceptance Shares to Coeur d'Alene;
(h) have authorised Coeur d'Alene (by its
directors, servants or agents) to alter the
number of Gasgoyne Shares set out on the
Acceptance Form as held by you if the number
you actually hold is less than as set out;
(i) have applied for the Coeur d'Alene Shares
constituting the relevant portion of the share
consideration to which you are entitled
pursuant to this Offer, authorised Coeur
d'Alene to issue and allot those shares to you
and agreed to be bound by the constituent
documents of Coeur d'Alene;
(j) on this Offer or any contract resulting from
your acceptance of this Offer becoming
unconditional, have irrevocably appointed each
of Coeur d'Alene and each of the directors of
Coeur d'Alene from time to time jointly and
each of them severally as your attorney to:
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(i) attend and vote (and otherwise
participate) in respect of the
Acceptance Shares at any and all
general meetings of Gasgoyne, to
receive notices of all such
meetings and to requisition or join
with other holders of Gasgoyne
Shares in requisitioning or to
convene or to join with other
holders of Gasgoyne Shares in
convening a general meeting or
general meetings of Gasgoyne;
(ii) complete and execute all forms,
notices, instruments (including
instruments appointing Coeur
d'Alene or a director of Coeur
d'Alene as a proxy or
representative in respect of any of
those Acceptance Shares), transfers
(including further transfers of any
of those Acceptance Shares to any
person) and resolutions relating to
those Acceptance Shares and
generally to exercise all powers
and rights which you may have as
the registered holder or beneficial
owner thereof;
(iii) to request Gasgoyne to register in
the name of Coeur d'Alene or its
nominee any of the Acceptance
Shares which you hold on any
register of Gasgoyne; and
(iv) generally to exercise all your
powers and rights in relation to the
Acceptance Shares,
and have agreed that in exercising the powers
conferred by that power of attorney Coeur
d'Alene and any such director shall be entitled
to act in the interests of Coeur d'Alene as the
beneficial owner and intended registered holder
of the Acceptance Shares.
7.2 If, for any reason, Coeur d'Alene does not receive any
Rights referred to in paragraph 7.1(e), Coeur d'Alene will
be entitled to reduce the amount of consideration payable
in accordance with this Offer by the amount of value (as
reasonably assessed by Coeur d'Alene) of such Rights.
7.3 If you comply with some, but not all of the requirements
for acceptance, Coeur d'Alene may in its absolute
discretion treat the Acceptance Form as valid
notwithstanding your failure to comply with all
requirements.
7.4 Where the requirements for acceptance have been complied
with in respect of some but not all of the Acceptance
Shares, Coeur d'Alene may in its sole discretion deem your
acceptance of this Offer complete in respect of those of
the Acceptance Shares for which the requirements have been
complied with (in this clause 7.4 referred to as "RELEVANT
SHARES") but not in respect of the remainder
notwithstanding any other terms of this Offer. In that
event, Coeur d'Alene must provide the consideration in
respect of the Relevant Shares but not any other Acceptance
Shares you may hold, notwithstanding any other terms of
this Offer.
8 WITHDRAWAL
Coeur d'Alene may withdraw this Offer at any time with the
written consent of the Commission and subject to the
conditions (if any) specified in that consent.
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9 VARIATION
Coeur d'Alene may vary this Offer in accordance with the
Corporations Law.
10 TO WHOM OFFERS ARE MADE
10.1 An offer in the form of this Offer is being made to each
holder of Gasgoyne Shares registered in the register of
members of Gasgoyne on the date of this Offer. Offers will
also be made in respect of Gasgoyne Shares issued during
the offer period pursuant to the exercise of any Gasgoyne
Options (refer to clause 4.5 for instructions as to how to
accept this Offer if you hold Gasgoyne Options).
10.2 If at any time during the offer period and before this
Offer is accepted, another person is the holder of, or
entitled to be registered as the holder of, some or all of
your Gasgoyne Shares (in this clause called the
"TRANSFERRED SHARES") then:
(a) an offer corresponding to this Offer will be
deemed to have been made to that person in
respect of all of the Transferred Shares;
(b) an offer corresponding to this Offer will be
deemed to have been made to you in respect of
all of your Gasgoyne Shares to which this Offer
relates other than the Transferred Shares; and
(c) this Offer will be deemed to have been
withdrawn.
10.3 If at any time during the offer period and before this
Offer is accepted, you are a trustee or nominee of a
distinct portion of your Gasgoyne Shares or otherwise hold
a distinct portion of your Gasgoyne Shares on account of
another person within the meaning of section 650:
(a) an offer corresponding to this Offer will be
deemed to have been made to you relating to
each distinct portion of your Gasgoyne Shares;
(b) to accept this Offer you must give to Coeur
d'Alene a notice which:
(i) if it relates to Gasgoyne Shares in
a CHESS Holding, must be in an
electronic form approved by the SCH
business rules; or
(ii) if it relates to certificated
Gasgoyne Shares, must be in writing,
stating that the relevant shares consist of
distinct portions and specify the number of
your Gasgoyne Shares in respect of which you
wish to accept this Offer for each distinct
portion of shares which you hold; and
(c) on giving the notice you will be deemed to have
accepted that corresponding offer.
11 ENTITLEMENT OF COEUR D'ALENE
11.1 On the date of this Offer the total number of Gasgoyne
Shares on issue is [ ].
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There are no other classes of share on issue in the capital
of Gasgoyne.
11.2 On the date of this Offer, immediately before this Offer
was despatched, Coeur d'Alene was:
(a) entitled to [ ] Gasgoyne Shares;
(b) not entitled to any other marketable securities
of Gasgoyne.
11.3 On 25 January 1996, being not earlier than five business
days before the date on which the Part A Statement was
signed, the number of Gasgoyne Shares on issue if all
Gasgoyne Options on issue at that date had been converted
into Gasgoyne Shares would be [ ]. The
number of Gasgoyne Shares to which Coeur d'Alene would be
entitled if all Gasgoyne Options on issue had been
converted into Gasgoyne Shares on that date would
be [ ].
12 OBLIGATIONS OF COEUR D'ALENE TO PAY CONSIDERATION
12.1 FOREIGN SHAREHOLDERS
If your address as shown in the register of members of
Gasgoyne is a place outside Australia and its external
territories then you will not be entitled to receive Coeur
d'Alene Shares for your Gasgoyne Shares by reason of your
acceptance of this offer and you will be a "foreign
shareholder" for the purposes of this clause 12. If you
are a foreign shareholder and you accept this Offer, Coeur
d'Alene will arrange for a nominee sale in accordance with
clause 12.3.
12.2 ODD LOTS
If the total number of Coeur d'Alene Shares you are
entitled to receive as consideration under this Offer
constitute an odd lot then you may elect on the Acceptance
Form not to receive Coeur d'Alene Shares for your Gasgoyne
Shares by reason of your acceptance of this Offer and then
you will be an "odd lot shareholder" for the purposes of
this clause 12. If you are an odd lot shareholder and you
accept this Offer, Coeur d'Alene will arrange for a nominee
sale in accordance with clause 12.3. Coeur d'Alene
understands that an "odd lot" of Coeur d'Alene Shares under
the ASX business rules is 50 Coeur d'Alene Shares (and 100
under the NYSE business rules).
If no election is made on the Acceptance Form and the total
number of Coeur d'Alene Shares you are entitled to receive
as consideration under this Offer constitute an odd lot,
you will not be regarded as an "odd lot shareholder" for
the purposes of this clause 12.
12.3 NOMINEE SALE
If you are a foreign shareholder or an odd lot shareholder
and you accept this Offer, Coeur d'Alene will:
(a) arrange for allotment to a nominee approved by
the Commission or ASX, as appropriate
("NOMINEE"), of the number of Coeur d'Alene
Shares issued in accordance with clauses 2.1
and 2.3 to which you and all other odd lot and
foreign shareholders would have been entitled
but for this clause 12;
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(b) cause the Coeur d'Alene Shares so allotted to
be offered for sale in such manner, at such
price and on such other terms and conditions as
are approved by the Nominee;
(c) pay to you (in addition to any cash payable to
you as a result of acceptance of the
consideration set out in clause 2.1 of this
Offer) the amount ascertained in accordance
with the formula
Net Proceeds x NAS
of Sale TAS
Where:
(i) "NET PROCEEDS OF SALE" is the
amount (if any) remaining after
deducting from the proceeds of sale
the expenses of the sale; and
(ii) "NAS" is the number of Coeur
d'Alene Shares which would but for
this clause 12 otherwise have been
allotted and issued to you; and
(iii) "TAS" is the total number of Coeur
d'Alene Shares allotted to the
Nominee under this clause 12 in
respect of the Gasgoyne Shares held
by all foreign and odd lot
shareholders;
(d) payment will be made in Australian dollars, or
if this is unlawful, the currency of the
country of residence of the foreign shareholder
(as shown in the register of members of
Gasgoyne).
12.4 If you are resident in any place specified by the Reserve
Bank of Australia as being a place for which a resident is
not entitled to receive the consideration specified in
clause 2.1, in the absence of any necessary authority of
the Reserve Bank of Australia and the Australian Taxation
Office, acceptance of this Offer will not create or
transfer to you any right (contractual or contingent) to
receive the consideration specified in this Offer unless
and until any necessary authority of the Reserve Bank of
Australia and the Australian Taxation Office has been
obtained by you.
13 OTHER MATTERS
13.1 All costs and expenses of the preparation, despatch and
circulation of the Offers and all stamp duty payable in
respect of a transfer of Gasgoyne Shares in respect of
which Offers are accepted, will be paid by Coeur d'Alene.
13.2 Subject to the Corporations Law, a notice or other
communication given by Coeur d'Alene to you in connection
with the Takeover Scheme will be deemed to be duly given if
it is in writing and:
(a) is delivered at your address as recorded in the
register of members of Gasgoyne or the address
shown in the Acceptance Form; or
(b) is sent by pre-paid ordinary mail, or in the
case of an address outside Australia by
pre-paid airmail, to you at either of those
addresses.
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13.3 If:
(a) this Offer is withdrawn after your Acceptance
Form has been sent to Coeur d'Alene, but before
it has been received; or
(b) for any other reason Coeur d'Alene does not
acquire the Gasgoyne Shares to which your
Acceptance Form relates, Coeur d'Alene will
despatch at your risk your Acceptance Form
together with all other documents forwarded by
you to your address as shown on the Acceptance
Form or such other address as you may notify in
writing to Coeur d'Alene by, where such address
is inside Australia, pre-paid ordinary post,
or, where such address is outside Australia,
pre-paid airmail post.
14 INTERPRETATION
14.1 In this Offer and in the Acceptance Form, unless the
contrary intention appears:
"ACCEPTANCE FORM" means the form of acceptance and transfer
enclosed with this Offer.
"ACCEPTANCE SHARES" means the Gasgoyne Shares in respect of
which this Offer is accepted or which are deemed under this
Offer to have been accepted.
"ASX" means Australian Stock Exchange Limited.
"BROKER" means a person who is a share broker and a
participant in CHESS.
"CHESS" means Clearing House Electronic Subregister System,
which provides for electronic share transfers in Australia.
"CHESS HOLDING" means a holding of Gasgoyne Shares on
the CHESS Subregister of Gasgoyne.
"COEUR D'ALENE" means Coeur d'Alene Mines Corporation, a
company incorporated in Idaho, USA having its registered
office at 505 Front Avenue, Coeur d'Alene, Idaho 83814, USA
and whose ARBN is 072 498 125.
"COEUR D'ALENE SHARES" means fully paid shares of common
stock in the capital of Coeur d'Alene.
"COMMISSION" means the Australian Securities
Commission.
"CONTROLLING PARTICIPANT" means the Broker or Non-Broker
Participant in CHESS who is designated as the controlling
participant for shares in a CHESS Holding in accordance
with the SCH business rules.
"EXCHANGE RATE" means the noon mid-rate for Australian
dollars into US dollars as displayed on Reuters or the
inverse of that rate (as appropriate).
"GASGOYNE" means Gasgoyne Gold Mines NL, a company having
its registered office at Level 33, QV1 Building, 250 St
George's Terrace, Perth, Western Australia and whose ACN is
009 212 382.
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"GASGOYNE OPTIONS" means non-renounceable options to
subscribe for one Gasgoyne Share, issued by Gasgoyne to
directors or employees prior to 21 December 1995.
"GASGOYNE SHARES" means fully paid ordinary shares of 20c.
each in the capital of Gasgoyne.
"NON-BROKER PARTICIPANT" means a non-broker participant
under the SCH business rules.
"NYSE" means New York Stock Exchange.
"OFFER" means the offer contained in this document or if
the context so requires this document itself.
"OFFERS" means the offers by Coeur d'Alene to acquire
Gasgoyne Shares referred to in paragraph 1 of the Part A
Statement.
"ODD LOT" means the number of Coeur d'Alene Shares
designated as less than a marketable parcel, determined
under ASX business rules, or if Coeur d'Alene is not
approved for inclusion in the official list of ASX at the
date Coeur d'Alene Shares are to be allotted to the Nominee
under clause 12.3(a), under NYSE business rules.
"PART A STATEMENT" means the statement of Coeur d'Alene
under Part A of section 750 relating to the Takeover
Scheme.
"RELEVANT TIMES" means:
(i) the time of your acceptance;
(ii) the time of the contract resulting
from your acceptance being or
becoming unconditional;
(iii) the time immediately before
registration of the transfer to
Coeur d'Alene; and
(iv) the time of registration of
the transfer to Coeur d'Alene.
"RIGHTS" means all accretions, rights or benefits of
whatever kind attaching to or arising from Gasgoyne Shares
directly or indirectly after 21 December 1995, including,
without limitation all dividends or other distributions and
all rights to receive any dividends or other distributions,
or to receive or subscribe for shares, stock units, notes,
bonds, options or other securities, declared or paid by
Gasgoyne or any of its subsidiaries.
"SCH" means Securities Clearing House, the body which
administers the CHESS system in Australia.
"SCH BUSINESS RULES" means the business rules of the
SCH.
"TAKEOVER SCHEME" means the takeover scheme under the
Corporations Law constituted by the Offers.
"US PERSON" has the meaning given for the purposes of
regulation S made under the US Securities Act of 1933.
References to $, A$ and to cents are to Australian dollars
and cents respectively.
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A word or phrase to which a meaning is given by the
Corporations Law has that meaning. A reference to a
section or a provision is a reference to a section or
provision of the Corporations Law.
A reference to a clause and or paragraph is a reference to
a clause or paragraph of this Offer.
The Acceptance Form is included in and is part of the
Offer.
The singular includes the plural and vice versa.
Headings are for convenience only and are not to affect the
interpretation of this document or the Acceptance Form.
This Offer is dated [ ].
For and on behalf of Coeur d'Alene.
..................................
[ ]
Director
14
THIS IS AN IMPORTANT DOCUMENT. IT IS RECOMMENDED THAT YOU CONSULT YOUR
STOCKBROKER OR FINANCIAL ADVISER IMMEDIATELY.
FORM OF ACCEPTANCE AND TRANSFER
IN RESPECT OF THE OFFER BY COEUR D'ALENE MINES CORPORATION
(ARBN 072 498 125) ("COEUR D'ALENE")
TO ACQUIRE ALL OF YOUR FULLY PAID ORDINARY SHARES IN
GASGOYNE GOLD MINES NL ("GASGOYNE")
(please see instructions overleaf before completing this form)
SHAREHOLDER NAME & CONSIDERATION
ADDRESS
CASH NUMBER OF
COEUR D'ALENE
NUMBER OF GASGOYNE SHARES
SHARES HELD
HOLDER NUMBER/FORM
NUMBER
If your name, address or shareholding is incorrect please amend and initial the
alteration.
IF YOU WERE NOT ISSUED WITH SHARE CERTIFICATES (CHESS HOLDINGS)
If you were not issued with share certificates for your Gasgoyne Shares (ie
because your shares are in a CHESS Holding) you cannot use this form to accept
the Offer. To accept the Offer contact your Broker or Non-Broker Participant
and instruct them to initiate the acceptance on the CHESS system. This
acceptance must be initiated before 5.00 pm Perth time on the closing date.
Please refer to clause 4.1 of the Offer document for further details.
IF YOU HOLD SHARE CERTIFICATES
I/We, the person(s) named above being the holder(s) of the Gasgoyne Shares
shown above:
1. accept the Offer in respect of the Gasgoyne Shares referred to
above and transfer to Coeur d'Alene all of those Gasgoyne Shares
for the consideration specified in the Offer;
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2. apply for the Coeur d'Alene Shares constituting the relevant
portion of the share consideration to which I am entitled pursuant
to the Offer;
3. authorise Coeur d'Alene to issue and allot those shares to me;
4. agree to be bound by the constituent documents of Coeur d'Alene;
5. agree to be bound by the terms of the Offer;
6. attach my share certificate(s);
7. acknowledge that all documents and remittances sent by post by or
to you at the above address will be sent at my/our risk;
IF YOU HOLD GASGOYNE OPTIONS
If you hold Gasgoyne Options and you wish to accept the Offer, you may do so in
the manner contemplated in clause 4.5 of the Offer document. Alternatively,
you may exercise the Gasgoyne Options and then accept the Offer in respect of
the Gasgoyne Shares issued on exercise to you.
ODD LOTS
If the total number of Coeur d'Alene Shares you are entitled to receive as
consideration under the Offer constitutes an odd lot, then you may elect to
receive cash via a nominee sale as contemplated in clauses 12.2 and 12.3 of the
Offer document. Indicate in the box below whether this is desired. It applies
only to possible odd lot shareholder.
/ / Odd lot shareholder election (clause 12.2) of Offer
If this Form is signed under power of attorney, the donee of the power declares
that he has no notice of the revocation thereof.
__________________________ Date:
__________________________ Date:
Signature of Transferor(s)
(In the case of joint holders all must sign. A corporation must affix its
common seal.)
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TO ACCEPT THIS OFFER SEND OR DELIVER THIS FORM, TOGETHER WITH YOUR SHARE
CERTIFICATES TO ANY OF:
Deloitte Share Registry Services
Level 1, Grosvenor Place Central Park, Level 16
225 George Street 152-158 St Georges Terrace
Sydney NSW 2000 Perth WA 6000
To be received no later than 5.00pm Perth time on the closing date of the
Offer.
IF YOU HAVE ANY ENQUIRIES CONCERNING COMPLETION OF YOUR ACCEPTANCE, PLEASE
TELEPHONE:
Deloitte Share Registry Services
Sydney: Perth:
Tel (02) 322 7010 Tel (09) 365 7000
Fax (02) 322 7011 Fax (09) 365 7001
SOLICITING BROKERS ONLY
The brokers whose stamp appears below states that the Gasgoyne Shares the
subject of this acceptance are not Gasgoyne Shares in which the Broker or any
associate holds a relevant interest.
/ / Check here if the shares above have been tendered in accordance
with the SCH business rules.
Broker Stamp Broker address
17
HOW TO FILL IN THE ACCEPTANCE FORM
1. The present number of Gasgoyne Share which you hold is
shown on the Acceptance Form overleaf. If you have
recently bought or sold any Gasgoyne Shares or exercised
Gasgoyne Options, your holding may differ from that shown
and you may alter the number of shares and the amount
payable. Note that if you fail to do so, Coeur d'Alene
will on your behalf.
2. To accept the Offer to purchase your Gasgoyne Shares,
please sign and date the Acceptance Form where indicated.
In addition, the following should be noted:
(a) if the Gasgoyne Shares are registered in the
names of joint holders, all joint holders must
sign the Acceptance Form;
(b) a corporation must execute the Acceptance
Form under its seal or by attorney; and
(c) if the Acceptance Form is signed under power of
attorney, the relevant power of attorney must
be submitted to Coeur d'Alene for noting unless
it has already been noted by Gasgoyne.
3. If Gasgoyne Shares stand in the books of Gasgoyne in the
name of a person deceased, this Offer may be accepted by
executors or administrators. Probate (or Letters of
Administration, if applicable) must be produced to Coeur
d'Alene for noting unless it has already been noted by
Gasgoyne. Any other requirements of Gasgoyne as to
transfer or registration of these Gasgoyne Shares must be
satisfied.
4. (a) If you have sold all your Gasgoyne Shares,
please send this Acceptance Form to the
stockbroker who acted on your behalf.
(b) If you have sold part of your Gasgoyne Shares
or purchased additional Gasgoyne Shares please
alter the number of Gasgoyne Shares shown
beside your name on the front of the Acceptance
Form to show the number of Gasgoyne Shares now
held by you and write below the name and
address of the stockbroker who acted for you.
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Name and address of stockbroker if Gasgoyne Shares have
been sold or purchased:
Stockbroker:
Address:
5. Place the completed Acceptance Form AND YOUR RELEVANT
GASGOYNE SHARE CERTIFICATE(S) in the enclosed reply paid
envelope and post them to International Registries Pty
Limited on an address shown overleaf.
Holders resident overseas are urged to forward their
acceptances by AIRMAIL. The enclosed reply paid envelope
is not available for use by holders resident overseas.
6. Should your share certificate(s) not be readily available,
please complete and post the Acceptance Form immediately
and forward the certificate(s) as soon as possible. If any
certificate has been lost or destroyed, please include with
your Acceptance Form a covering letter to this effect and
advise Gasgoyne's registry, Share Register Services, Suite
1, Block F, 661 Newcastle Street, Leederville, WA 6007
(Tel: (09) 227 1770).
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THIS IS AN IMPORTANT DOCUMENT. If you are in doubt as to how to deal with it,
consult your Stockbroker or Financial Adviser without delay.