Ramelius Offers $0.25 Cash Plus Shares in Spartan Takeover: Booklet Sent

Spartan Resources has dispatched the crucial transaction booklet to shareholders detailing Ramelius Resources’ proposed acquisition, with the Spartan Board unanimously recommending support for the deal.

  • Transaction booklet dispatched to Spartan shareholders
  • Ramelius Resources offers $0.25 cash plus 0.6957 shares per Spartan share
  • Spartan Board unanimously recommends voting in favour of the scheme
  • Fallback takeover offer available if scheme fails
  • Indicative timetable set for shareholder meetings and court approvals
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Background to the Transaction

Spartan Resources Limited (ASX – SPR) has taken a significant step forward in its proposed acquisition by Ramelius Resources Limited (ASX – RMS). On 11 June 2025, Spartan confirmed the dispatch of the transaction booklet to its shareholders, a critical document that outlines the terms of the deal and provides detailed guidance on the next steps.

The acquisition offer from Ramelius comprises a mixed consideration of $0.25 in cash plus 0.6957 new Ramelius shares for each Spartan share held. This structure aims to balance immediate value with ongoing exposure to the combined entity’s future prospects.

What the Transaction Booklet Contains

The booklet includes the bidder’s statement, an Independent Expert’s Report assessing the fairness and reasonableness of the offer, and comprehensive instructions on how shareholders can vote or accept the takeover offer. Spartan shareholders are urged to review the entire document carefully and seek professional advice if uncertain about the implications.

Shareholders who opted for electronic communications have received or will soon receive an email with access instructions, while those preferring postal communications will receive printed copies along with personalised proxy and acceptance forms.

Board’s Position and Recommendations

The Spartan Board remains unanimously supportive of the transaction, recommending shareholders vote in favour of the scheme of arrangement, provided no superior proposal emerges and the Independent Expert maintains a positive view. Should the scheme fail or be terminated, the Board advises accepting the fallback takeover offer under the same conditions.

Notably, each Board member intends to vote their own shares in favour of the scheme and accept the takeover offer if it becomes necessary, signalling strong internal confidence in the deal.

Indicative Timetable and Next Steps

The timetable sets key dates including the commencement of the takeover offer period on 11 June, the scheme meeting on 11 July, and the anticipated court approval hearing on 21 July. If approved, the scheme’s effective date is expected by 22 July, with implementation by 31 July. Should the scheme fail, the takeover offer period will close on 18 August.

These dates remain indicative and subject to court processes and other conditions, underscoring the importance of shareholder engagement and regulatory approvals in finalising the transaction.

Market and Shareholder Implications

This dispatch marks a pivotal moment in the acquisition process, providing shareholders with the information needed to make informed decisions. The Board’s clear endorsement may help streamline shareholder approval, but the possibility of competing proposals or delays in court approval injects an element of uncertainty.

Investors will be watching closely as the process unfolds, weighing the combined entity’s potential against the offer’s terms and the broader gold mining sector dynamics.

Bottom Line?

As Spartan shareholders digest the transaction booklet, the coming weeks will be critical in determining whether Ramelius’s acquisition proceeds smoothly or faces unexpected hurdles.

Questions in the middle?

  • Will any superior proposals emerge to challenge the current offer?
  • How will the market respond to the combined entity post-acquisition?
  • What are the key risks that could delay or derail court approval?