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DIRECTORS’ REPORT
76 Independence Group NL
Directors' report
30 June 2015
Operating and financial review (continued)
External factors affecting the Group's results (continued)
Other external factors and risks (continued)
• Any change in the supply or demand impacts on the ability to generate revenues and hence the profitability
of an operation.
• Changes in government taxation legislation;
• Changes in health, safety and environmental regulations;
• Environmental issues and social expectations; and
• Assumption of estimates that impact on reported asset and liability values.
Shareholders are also encouraged to read notes 4 and 5 in the Financial Report.
Significant changes in the state of affairs
Significant changes in the state of affairs of the Group during the financial year were as follows:
On 25 May 2015, the Company and Sirius announced the execution of a binding SID under which the Company will
acquire all the issued capital of Sirius by way of an Acquisition Scheme. In addition, Sirius will also undertake a
demerger of its Polar Bear and Scandinavian exploration assets via a Demerger Scheme of Arrangement ("Demerger
Scheme"), whereby the assets will be held in a new listed vehicle called S2 Resources Ltd.
The transaction will be implemented via two inter-conditional Schemes of Arrangement (the Acquisition Scheme and the
Demerger Scheme), and a capital reduction to effect the demerger. In exchange for their shares, Sirius shareholders
will receive:
• 0.66 Independence Group shares for each Sirius share held;
• Cash consideration of 52 cents cash for each Sirius share held; and
• Circa one S2 share for every 2.5 Sirius shares held.
The Federal Court of Australia has given orders to Sirius approving the issue of the Acquisition Scheme and Demerger
Scheme Booklets in relation to the proposed transaction. These Booklets were provided to Sirius shareholders in early
August 2015, and will be followed by meetings of shareholders of Sirius to approve the Schemes to be held on 3
September 2015.
The Board of Sirius have unanimously recommended that, in the absence of a superior proposal, all Sirius shareholders
vote in favour of the Acquisition Scheme.
There have been no other significant changes in the state of affairs of the Group during the year.
Events since the end of the financial year
On 21 August 2015, the Company announced the establishment of a final dividend pool for the year ended 30 June
2015 of $13,000,000. The record date for this final dividend is expected to be no later than 30 September 2015. The
dividend will be fully franked.
In July 2015, the Company entered into a syndicated facility agreement ("Debt Agreement") with National Australia
Bank Limited, Australia and New Zealand Banking Group Limited and Commonwealth Bank of Australia Limited for a
$550 million unsecured committed term finance facility. The Debt Agreement comprises:
• A five year $350 million amortising term loan facility that will be used to refinance the existing Nova Project finance
facility, and provide funds for the continued development, construction and operation of the Nova Project; and
• A five year $200 million revolving loan facility that will be used to partially fund the payment of the cash component
of the Acquisition Scheme for Sirius (as discussed above) and transaction costs, in addition to providing funding for
general corporate purposes.
The Debt Agreement has been entered into to assist the Company in meeting its obligations under the relevant
acquisition documents that pertain to the acquisition of Sirius by the Company. The Debt Agreement is intended to
provide the Company with funds required for the ongoing construction and development of Sirius’ Nova Project, as well
as general corporate purposes. The Debt Agreement is conditional upon the successful acquisition of Sirius, to be
determined by a court hearing for approval of the Acquisition Scheme in early September 2015.
Other than the above, there has been no other transaction or event of a material and unusual nature likely, in the
opinion of the Directors, to significantly affect the operations of the Group, the results of those operations, or the state of
affairs of the Group, in future financial years.
Independence Group NL
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