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Highlights:

  • CAML Offer values New World Resources at AUD 230 million, matching previous Kinterra bid.
  • CAML and NWR terminate prior scheme, shift to board-endorsed off-market takeover arrangement.
  • CAML to provide USD 6.5 million unsecured loan facility to support NWR post-acquisition.

Central Asia Metals Plc (LSE:CAML), a London-based base metals producer, has formally announced a recommended off-market takeover bid for Australia’s New World Resources Limited. The offer values NWR at approximately AUD 230 million and follows the termination of a previously planned scheme of arrangement between the two companies.

Under the terms of the updated bid, CAML will acquire all ordinary shares in NWR that it does not already own at a cash price of AUD 0.062 per share. This offer mirrors the price, structure, and conditions of the previously announced Kinterra offer but now represents a standalone acquisition strategy supported by NWR’s board.

The proposal is outlined in a Deed of Amendment and a Bid Implementation Deed (BID), replacing the original Scheme Implementation Deed (SID) and releasing both parties from their obligations under the former scheme. The new arrangement allows CAML to proceed with a takeover bid governed by Chapter 6 of Australia’s Corporations Act. Importantly, the CAML Offer is conditional only on no "prescribed occurrences" as defined in the Corporations Act taking place before the end of the offer period. The bid includes no minimum acceptance condition.

CAML currently holds around 12.1% of NWR’s issued capital. For a bidder to initiate compulsory acquisition under Australian law, it must reach a 90% shareholding threshold. As part of the revised deal, CAML will extend its offer to include all NWR shares issued through options or performance rights exercised during the offer period.

In parallel with the takeover, CAML and NWR have scrapped a previously announced AUD 10 million conditional equity placement. Instead, the two companies have agreed in principle on a non-binding term sheet under which CAML would provide a USD 6.5 million unsecured loan facility to NWR. The facility, which is subject to formal documentation, includes an interest rate of 10% per annum and a term of two years. Funds would be available for drawdown only after CAML secures control of at least 50% plus one share in NWR.

The loan agreement would be cancelled if control of NWR were to be acquired by a party other than CAML or its affiliates. Both companies aim to finalise a definitive loan agreement within 20 business days of the term sheet.

NWR’s board has unanimously recommended the CAML Offer, noting it provides funding certainty and a straightforward cash exit for shareholders. Directors of NWR have indicated they will accept the offer in respect of all shares under their control, amounting to approximately 3.3% of the company’s issued capital, in the absence of a superior proposal.

CAML is expected to dispatch its Bidder’s Statement and open the offer to acceptances by mid-July 2025, with NWR providing consent for the early dispatch of this documentation.

CAML’s advisers for the transaction include BMO Capital Markets as lead financial adviser, Mayer Brown for UK and US legal matters, Clayton Utz as Australian legal counsel, and Canaccord Genuity as financial adviser.

As of July 7, 2025, the company’s shares were trading at GBX 162.78, down 0.62% on the day.