GRANGE Zusammenfassung 07.02.2000 - 500 Beiträge pro Seite

[Sledge.]

Hier die komplette Version
ersichtlich auf der Hompage grnl.com.au
Meines erachtens eine MEGA-FUSSION, was sich auf deutlich
höhere Kurse niederschlagen dürfte.
Der Handel allerdings, könnte noch länger ausgesetzt werden.
Meinungen und Gedanken......





STOCK EXCHANGE ANNOUNCEMENT



PROPOSED MERGER BETWEEN GRANGE RESOURCES LIMITED AND SURFBOARD SECURITIES LIMITED



7 February 2000



Grange Resources Limited (“Grange”) advises that it has reached agreement with Surfboard Securities Limited (ACN 086 662 624) (“Surfboard”) to make an offer to all
Surfboard shareholders to acquire all of their securities in Surfboard in exchange for securities in Grange.



Surfboard, an unlisted public company, is establishing a financial services industry technology and marketing platform that will be launched in phases in the first and
second quarters of this year. It will initially utilise the Internet, telephone and web enabled mobile phone service for content, execution and communication.


Surfboard will operate under its own brand as a personal financial centre and will be the platform framework for various financial services entities (including financial planners,
stockbrokers and accountants) that will continue to use their own web sites for identity, but Surfboard’s platform for functionality.


As a comprehensive financial services platform, Surfboard will provide the following services (this list is not exhaustive):


Extensive customer relationship management tools for financial industry professionals, including a dedicated interactive call centre;



Information and research on market prices, companies and funds;



Risk/return asset modelling tools;



Financial markets’ Internet search capabilities;



Securities dealing;



Banking;



Investment management tools;



Choice of funds investment capabilities (unit trusts, mutual funds, superannuation, annuity and other similar products);



Administration and reporting on assets (‘wrap’ reporting);



Access to the payments system;



Communications services for individuals, and their respective advisers and brokers to access authorised information; and



Innovative investment products such as directly held investment ‘sets’.



Surfboard intends to utilise, as a significant technological component of its business, an investment management, client administration and securities
management software system provided by Telstra Corporation Limited. This system is known as Telstra Financial Management Services and has
extensive functionality.



PricewaterhouseCoopers is a shareholder of Surfboard and will be beta-testing the respective Surfboard platform functions for its own use.



Surfboard has a very experienced and highly credentialed board and management team.


The board comprises:


Paul Biancardi (Chairman) – Former chairman of Coopers & Lybrand Australia, Asia Pacific and Indo-China boards.



Derek Condell (Deputy Chairman) – Former partner and director of Dominguez & Barry Group / Dominguez Barry Samuel Montagu (now Warburg Dillon Read).



Don Hagans (Executive Director) – Former executive chairman of Austar and XYZ Entertainment and CEO of Optus Multi Media and LibertyOne.



Philip Brown (Director) – Currently chairman of the private Equitas Group and a non-executive director of Challenger International Limited.



Kristine Condell (Director) – Currently a director of ACPL International and former associate director of Dominguez Barry Samuel Montagu.



Surfboard presently has approximately 30 staff and is expanding rapidly. Mr Don Hagans is the Chief Executive. Mr Hagans has extensive experience in media,
telecommunications, television and internet delivery.



IT expertise is provided by a number of executives including Mr Rory Collins, Mr Mike Aikins and Mr Geoffrey Reynolds whose combined experience includes IT roles with
the ASX, Vienna Stock Exchange, Stock Exchange of Singapore, Hong Kong Futures Exchange, International Securities Exchange and E*Trade (US). Financial
services industry expertise is provided by Mr Derek Condell, Mr Peter Conway, Mr Paul Gibbeson and Mr Mike Barker, amongst others, each having substantial experience
in the industry.



The consideration for the acquisition by Grange of all of the securities in Surfboard comprises two components:



(1) The first component, the base consideration, involves the issue of 21,176,471 ordinary fully paid shares, 10,633,297 listed options exercisable at 80
cents each on or before 31 December 2001 and 1,894,615 unlisted options exercisable at 84 cents each on or before 30 June 2002 (each class of options on the same
terms and conditions as the existing options with equivalent expiry dates), representing 26.5% of Grange’s expanded issued capital.


(2) The second component involves the issue of 100 million preference shares. The preference shares are convertible into ordinary fully paid shares in
Grange on a one for one basis upon the payment of 20 cents per share and otherwise in accordance with the terms of their issue. Preference shares not converted on
or before the third anniversary of their date of issue are redeemable at Grange’s option for nominal consideration.



The conversion terms of these securities are structured such that they can only be converted into ordinary shares if the proposed merger and Surfboard business model are
successful. Specifically, the benchmark measure of success is the market price of Grange shares. The conversion terms allow for the preference shares to be
converted into ordinary shares (on a one for one basis) provided the Grange share price reaches various trigger prices between $1.00 and $1.50 (calculated as the weighted
average price of Grange shares on ASX over 20 consecutive trading days) within specified time frames over a three year period.



Consequently, the Grange share price must perform over a sustained period of time before all of the preference shares are eligible for conversion. If the performance
benchmarks are not achieved within the specified time frames the preference shares will not be converted into ordinary shares but will be redeemed by Grange for nominal
consideration. The issue of the preference shares has the effect of providing Surfboard shareholders with the ability to increase their relative stake in the Company from
26.5% to a maximum of 58.9% (fully diluted) subject to pre-determined performance benchmarks being achieved.



Under the agreement the obligation for Grange to make the offer to all Surfboard shareholders is subject to it being able to make the offer (and enter into purchase
agreements on acceptance thereof) without breach of the takeover or fundraising provisions of the Corporations Law or the Listing Rules of ASX.


Completion of the purchase of the Surfboard shares pursuant to the offer to be made to all Surfboard shareholders under the agreement will be conditional upon:



1. A resolution (in terms reasonably acceptable to Surfboard Securities Limited (Surfboard)) being passed at a general meeting of Grange
approving:

· the acquisition by Surfboard security holders of Grange securities pursuant to the agreement;

· the conversion of the Grange preference shares and exercise of the Grange 80 cent and 84 cent options referred to in the agreement; and

· other terms of the offer, their performance and any necessary amendments to the Constitution of Grange

in accordance with the requirements of section 623 (or, after the Corporations Law Economic Reform Program Act 1999 (CLERP) amendments to the
Corporations Law come into effect, section 611) of the Corporations Law and, to the extent applicable, ASX Listing Rules 7.1 and 11.1.



2. The capital structure of Surfboard being altered so that Surfboard has on issue a total of 21,176,471 Surfboard ordinary shares, 10,633,297
Surfboard 80 cent options and 1,894,615 Surfboard 84 cent options.



3. All holders of securities in Surfboard agreeing to sell their securities in Surfboard to Grange on terms substantially the same as the terms set out
in the agreement.



#No prescribed occurrence having occurred in relation to Surfboard since the execution of the agreement, other than an occurrence specifically contemplated by
the agreement, without the prior written consent of Grange, which consent shall not be unreasonable withheld.



Grange intends to continue its mining operations at the Mount Windsor Joint Venture until mineable reserves, with an expected remaining mine life of 2 to 2.5 years, have
been depleted. Grange is not the operator of this joint venture and whilst it will continue to manage its mining and other investments, its focus, following completion of
the merger transaction, will be on developing the Surfboard business model.



In light of the fact that the proposed merger constitutes a significant change to the nature of Grange’s activities, Grange has requested ASX to suspend quotation of its
securities until Grange has satisfied the requirements of Listing Rule 11.1.



A number of the Surfboard directors will be invited to join the Grange board following completion of the merger to reflect the new direction of the Company.



Further information on the proposed merger will be provided in a Notice of Meeting and Information Memorandum which will be sent to Grange shareholders as soon as
practicable.





JULIE MCCORMACK

Company Secretary

[SOM.you.]

RE: Merger mit Surfboard

Mit dem Merger macht Grange den entscheidenen Schritt zum Umbau des
Unternehmens.
Durch Surfboard erhalten sie sowohl die Technik, die Kontakte und
das Know-How für die Finanzdienstleistung, welchles bisher unterbesetzt war.
Durch den Antrag, das Unternehmen vom Minenbetreiber zum
Equity und Venture Investor zu machen, ergibt sich weitere Fanatasie
und gewährleistet die rechtlichen Vorraussetzungen dazu.

Dadurch daß die Mine in 2-2,5 Jahren ausgebeutet sein wird, stellt
man jetzt rechtzeitig die Weichen als IT und Internetcapitalist
sich neu auszurichten.

theoretische Möglichkeiten :

Nach dem Neulisting in dem Marktsegment wäre eine weitere Übernahme,
z.B. der ECAT , zumindest rechtlich denkbar. Auf die gemeinsamen Büroräume habe ich ja schon mehrfach hingewiesen.

Leider kann ich nicht beurteilen, ab man sich die Surfboard "günstig"
gekauft hat, und welche Erfolge die Surfboard bisher hatte.

Vielleicht habt Ihr ja genaueres zu Surfboard.


SOM