SCHEME MEETING TO CONSIDER THE PROPOSED MERGER OF ZINIFEX LIMITED AND OXIANA LIMITED. Your directors unanimously recommend that you VOTE IN FAVOUR

Transcription

1 SCHEME MEETING TO CONSIDER THE PROPOSED MERGER OF ZINIFEX LIMITED AND OXIANA LIMITED Your directors unanimously recommend that you VOTE IN FAVOUR of the Scheme, in the absence of a Superior Proposal 1

2 SCHEME MEETING Peter Mansell Chairman 2

3 BOARD OF DIRECTORS Andrew Michelmore CEO and Managing Director 3

4 BOARD OF DIRECTORS Dean Pritchard 4

5 BOARD OF DIRECTORS Peter Cassidy 5

6 BOARD OF DIRECTORS Richard Knight 6

7 BOARD OF DIRECTORS Tony Larkin 7

8 Francesca Lee Company Secretary & General Counsel 8

9 EXECUTIVE COMMITTEE Tony Barnes Chief Financial Officer Brett Fletcher Chief Operating Officer Stewart Howe Chief Development Officer 9

10 SCHEME MEETING TO CONSIDER THE PROPOSED MERGER OF ZINIFEX LIMITED AND OXIANA LIMITED 10

11 Southern China Laos Thailand Sepon Cambodia Operation Exploration Martabe Indonesia Wiluna Golden Grove Toro Prominent Hill Melbourne Headquarters 11

12 UM OR ANDL ATION TO THE D M E M Y IMITE IN RE NATOR E ME N T XIANA L EXPLANATORY MEMORANDUM E XPL A CHEME OF ARRANGE X LIMITED AND O ES F ZINIF FOR TH R G ER O S E D ME PROPO R EC O M OUSLY UNANIM ME ND OU THAT Y VO U R A F N I VO T E IRECT YOUR D ORS S C HE M O F T HE HE A E, IN T SUPE R E OF A B SEN C OP OS IOR PR AL O N. AT TENTI EDIATE UR IMM G IN YO ID S C E E IR R TO D D REQU T Y PRIO EN T A N ENTIRE D O C UM E. T IN ITS RTANT M N O E E P H M C IM ENT, U S AN IS DOC F THE D O C UM THIS IS E AD TH H THIS VOUR O OULD R R E AL WIT TE IN FA E O D V TH TO O TO YOU SH OR NOT TO HOW X ATION ER O R UB T A S GAL, TA WHE TH ANY D O CIAL, LE ARE IN R FINAN U. IF YOU YO LY 09) LT EDIATE C O N SU ER IMM PLE ASE N L ADVIS B A (A N IO D S IMITE PROFES L ZINIFE X IA FINANC E L ADVIS DVISE LEGAL A R RS 12

13 OVERVIEW OF PROPOSED MERGER 1 Share exchanged for Shares 50% 50% MergeCo 13

14 OVERVIEW OF PROPOSED MERGER 14

15 OVERVIEW OF PROPOSED MERGER Grant Samuel Independent Report "The benefits of the merger are collectively significant and outweigh the disadvantages" 6 May 2008 The Directors Zinifex Limited Freshwater Place Level 29, 2 Southbank Boulevard Southbank VIC 3006 Dear Directors 1 Introduction Proposed Merger with Oxiana Limited Zinifex Limited ( Zinifex ) is an Australian zinc and lead producer. Zinifex s major asset is the Century zinc mine. Situated in Queensland, Century produces around 500,000 tonnes of zinc in concentrate per annum and is the second largest zinc mine in the world. In addition, Zinifex operates the Rosebery zinc/lead/copper mine in Tasmania. Zinifex also has a number of development projects, including zinc projects in Queensland and northern Canada and (through recently acquired Allegiance Mining NL) a nickel project in Tasmania. Listed on the Australian Stock Exchange ( ASX ), Zinifex had a market capitalisation of $5.4 billion at 29 February Oxiana is a diversified Australian resources company. It operates copper and gold mines at Sepon in Laos and the Golden Grove zinc/copper mine in Western Australia. Oxiana s Prominent Hill copper/gold mine is scheduled to commence production during the second half of Oxiana has completed a feasibility study for its Martabe gold project in Indonesia and project construction is expected to commence during Also listed on the ASX, Oxiana had a market capitalisation of $6.1 billion at 29 February On 3 March 2008, Zinifex and Oxiana announced an agreed merger ( Merger ). Under the Merger, Zinifex shareholders will receive shares in Oxiana for each share held in Zinifex. Shareholders in both Zinifex and Oxiana will be entitled to retain the dividends payable to them in respect of the period to 31 December Zinifex shareholders will collectively hold approximately 50% of the shares in the merged company ( MergeCo ), which is to be renamed following the transaction. The Merger is to be effected by way of a Scheme of Arrangement ( Scheme ), which is subject to the approval of Zinifex shareholders. The directors of Zinifex have engaged Grant Samuel & Associates Pty Limited ( Grant Samuel ) to prepare an independent expert s report setting out whether, in its opinion, the Merger is in the best interests of Zinifex shareholders. This letter contains a summary of Grant Samuel s opinion and main conclusions and will accompany the Notice of Meeting and Scheme Booklet to be sent to Zinifex shareholders. Grant Samuel s full report is included in the Scheme Book Supplement. In Grant Samuel s view this letter provides a comprehensive and balanced summary of our detailed report and contains sufficient information such that Zinifex holders need not read our detailed report prior to reaching a decision as to whether to vote in favour hare The merger terms are fair to Zinifex shareholders" "... the benefits essentially relate to the creation within MergeCo of growth options not available to Zinifex on a standalone basis" "The merger is in the best interests of Zinifex shareholders " 15

16 MERGER HIGHLIGHTS S&P / ASX 200 (Mining Companies) Revenue by Metal BHP Billiton Rio Tinto Fortescue Metals 22.0 Newcrest Mining 17.3 Merged Group 11.6 Lihir Gold 8.3 Alumina 7.3 Oxiana 6.1 Zinifex 5.4 Aquarius Platinum 4.2 Energy Resources 4.1 Paladin Energy 3.8 Minara Resources 3.0 A$ billion market capitalisation Source: Thomson Datastream as at 29 February Copper 23% Lead 7% Gold 5% Silver 4% Zinc 61% 16

17 MERGER HIGHLIGHTS GROWTH A stronger foundation for growth STRENGTH DIVERSITY 17

18 MERGER HIGHLIGHTS Complementary project timelines 18

19 MERGER HIGHLIGHTS Strong balance sheet Larger, broader shareholder base Diversified board and management Independent experts report recommends merger is in best interest of Zinifex shareholders 19

20 POTENTIAL DISADVANTAGES OF THE MERGER Changing investment profile Future share price value uncertain Changed cash profile Increased depreciation and amortisation expenses 20

21 PLANNED TIMELINE Zinifex Scheme Meeting Court hearing for approval of scheme Scheme Implemented MergeCo General Meeting Monday 16th June 2008 Friday 20th June 2008 Tuesday 1st July 2008 Friday 18th July

22 ANDREW MICHELMORE CEO and Managing Director 22

23 TWO COMPANIES WITH A STRONG RECORD OF DELIVERING est 2004 est 1994 Total NPAT of $4 billion Total dividends of $1.2 billion Acquired Wolfden Resources and Allegiance Mining Realised $1.8 billion through Nyrstar IPO Successfully developed Sepon gold & copper mines Acquired Golden Grove Acquired & developed Prominent Hill copper & gold deposit Acquired Agincourt Resources, Martabe gold & silver deposits 23

24 OZ Minerals A leading, global, diversified minerals company 24

25 OZ MINERALS OUTLOOK Strong, long-term demand for our metals Expansive development pipeline Enhanced exploration capacity Strengthened expertise enterprise-wide Diversification improves our risk profile 25

26 OZ MINERALS OBJECTIVES Maintain focus on growth Produce consistent, competitive shareholder returns Pursue high quality, long-life assets Remain open to new metals and energy opportunities 26

27 OZ Minerals A leading, global, diversified minerals company 27

28 FORMAL BUSINESS OF THE MEETING That, pursuant to and in accordance with section 411 of the Corporations Act, the scheme of arrangement proposed between Zinifex and the holders of its ordinary shares, as contained in and more particularly described in the document of which the notice convening this meeting forms part, is approved (with or without modification as approved by the Supreme Court of Victoria). 28

29 FORMAL BUSINESS OF THE MEETING 30

30 SCHEME MEETING TO CONSIDER THE PROPOSED MERGER OF ZINIFEX LIMITED AND OXIANA LIMITED Your directors unanimously recommend that you VOTE IN FAVOUR of the Scheme, in the absence of a Superior Proposal 31