scheme of arrangement

310 Pages·2013·9.96 MB·English

Despatch of Scheme Booklet

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31 October 2013
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Further to Perilya Limited’s (ASX: PEM) (Perilya) recent announcements in relation to the proposal from
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Zhongjin Lingnan Mining (HK) Company Limited (Zhongjin Lingnan) to acquire all of the ordinary shares, that
it does not already own, in Perilya by way of a scheme of arrangement (Scheme), Perilya is pleased to confirm
that the Scheme Booklet has been registered with the Australian Securities and Investments Commission and
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despatched to shareholders.
Despatch of Scheme Booklet
e The Scheme Booklet and personalised Proxy Forms were despatched to Perilya shareholders today, 31
October 2013. For those shareholders who have elected to receive an electronic version of the Scheme
Booklet and Proxy Form, they will have received it by email today. The Scheme Booklet contains important
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information about the Scheme and Perilya shareholders are encouraged to carefully read the Scheme Booklet
in its entirety and the materials accompanying it before deciding whether or not to vote in favour of the Scheme.
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A copy of the Scheme Booklet is included with this announcement and is available on Perilya’s website at
www.perilya.com.au.
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Scheme Meeting
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The Scheme Meeting will be held at 10.30am WST on 2 December 2013 at the Conference Suite, Level 8,
Exchange Plaza Building, Perth, Western Australia. Perilya shareholders are urged to vote on the Scheme by
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attending the Scheme Meeting in person, or by returning the Proxy Form that accompanies the Scheme
Booklet.
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Foreign Investment Review Board Approval
One of the regulatory conditions of the proposed Scheme was to obtain approval from the Foreign Investment
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Review Board to the Scheme. Further to its ASX announcement yesterday (30 October 2013), Perilya is
pleased to confirm that this approval has now been received.
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e Accordingly, the Scheme condition set out in Section 4.6(a) on page 20 of the Scheme Booklet has now been
fulfilled.
p Perilya Shareholder Communication Line
If shareholders have any questions about the Scheme or the Scheme Meeting, they should contact the Perilya

Shareholder Communication Line:
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- in Australia by telephone on 1300 729 381 (toll free); or
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- outside of Australia by telephone on [phone],
or consult their legal, investment, taxation or other professional adviser.
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Yours faithfully

Paul Marinko
Company Secretary

PERILYA LIMITED PAGE 1 of 2
For further information:
Investors: Enquiries: Analysts:
Paul Arndt Paul Marinko Angelo Christou
y Managing Director and CEO Company Secretary Chief Financial Officer
[phone] [phone] [phone]

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About Perilya
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Perilya is an Australian base and precious metals mining and exploration company, which owns and operates
the iconic Broken Hill zinc, lead, silver mine in NSW Australia and, with the successful takeover of GlobeStar
Mining Corporation in December 2010, the Cerro de Maimón copper, gold & silver mine in the Dominican
Republic. The Company’s operations at the Broken Hill mine went through a resizing in 2008 which has
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resulted in significant improvement in productivity, profitability and cashflows resulting in an extension to the life
of mine to approximately 10 years.
s In addition to its mining operations, the Company has an active exploration and development program which
includes exploration and development programs in the Broken Hill region NSW Australia and in the Flinders
region of South Australia in the vicinity of its Beltana zinc silicate project. The Company also has extensive
u exploration programs underway on its Dominican Republic mining and exploration concessions that include a
laterite nickel project and highly prospective copper, gold & silver targets near its Cerro de Maimón mine.
The Company is reviewing options for the development of the Mount Oxide Copper Project in the Mount Isa
region in Queensland. In addition, the Company has a 60% interest in the Moblan lithium project located in
l Quebec, Canada, which is currently undergoing a development study (the remaining 40% is held by SOQUEM,
a which is an investment company owned by the Quebec Government in Canada).
Perilya is owned 53.37% by Shenzhen Zhongjin Lingnan Nonfemet Co. Ltd, China’s third largest zinc producer.
n For more details, visit www.perilya.com.au
About Zhongjin Lingnan
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Shenzhen Zhongjin Lingnan Nonfemet Company Limited (Zhongjin Lingnan) is a publicly listed company that
specializes in the production of non-ferrous metals. As a listed company, Zhongjin Lingnan undertakes cross-
s industry and cross-region operations that include mining, processing, smelting, manufacturing and R&D.
Zhongjin Lingnan is listed on the Shenzhen Stock Exchange (Ticker: 000060) and, as of 1 September 2013, has
a market capitalisation of approximately RMB15.12 billion (A$2.76 billion). Based in Shenzhen, Zhongjin
r Lingnan has a production base at Shaoguan, a city in the north of Guangdong.
e In 2002, Zhongjin Lingnan was ranked among top 500 Chinese businesses for the first time. As one of the top
100 businesses in Shenzhen and Guangdong, the company was listed as an SSE 100 Index constituent stock
in the same year. Since then, in recognition of its active role in high-tech operations in Guangdong, Zhongjin
p Lingnan has been awarded a string of honours as a tax-payer and exporter with significant contribution to the
local economy.
Zhongjin Lingnan product portfolio includes fine lead ore, fine zinc ore, mixed lead/zinc ore, fine sulfur ore,

electrolytic lead, fine zinc, silver, fine cadmium, germanium ingots, germanium dioxide, indium ingots, sulfuric
r acid, zinc sulfate, section aluminum, curtain walls, steel stripes, nickel hydroxide, zinc powder for batteries, and
fibrous nickel powder, which span over 30 categories. The company offers products up to the international
o quality standards. Zhongjin Lingnan has obtained LME certifications for its electrolytic lead and fine zinc and
LBMA certification for silver. A large number of production facilities in the company reach the ISO9000
standard. Zhongjin Lingnan is highly recognized both at home and abroad.
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Zhongjin Lingnan’s main activities comprise mining and smelting operations. Its key operations are the
Shaoguan and Danxia Smelters and the Fankou lead & zinc mine. The Fankou mine is one of the lowest cost
underground lead zinc mines in the world and has over 20 years of mine life remaining
PERILYA LIMITED PAGE 2 of 2
Perilya Limited
ABN 85 009 193 695
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Scheme Booklet
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In relation to a recommended proposal from Zhongjin Lingnan Mining (HK) Company
s Limited to acquire all of the ordinary shares in Perilya Limited by way of scheme of
arrangement
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l Your Independent Directors unanimously
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recommend that, in the absence of a superior
n proposal, you vote in favour of the Scheme.
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The Notice of Scheme Meeting is set out in Annexure E to this Scheme Booklet.
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r This document is important and requires your immediate attention. You should read the document in full
before you decide whether or not to vote in favour of the Scheme. If you are in doubt as to what you should
e do, you should consult your legal, investment, taxation or other professional adviser.
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r Australian Legal Adviser to Perilya Limited
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Important notices
Date of this Scheme Booklet
This Scheme Booklet is dated 31October2013.
Defined terms
y A number of defined terms are used in this Scheme Booklet, the meanings of which are set out
in Section10.
l Purpose of this Scheme Booklet
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The purpose of this Scheme Booklet is to explain the terms of the Scheme and the manner in
which the Scheme Resolution will be considered and, if the Scheme Resolution is approved by
a Requisite Majority of Participating Shareholders and if the Scheme is approved by the Court,
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how the Scheme will be implemented and to provide information as is prescribed or otherwise
material to the decision of Participating Shareholders whether or not to vote in favour of the
Scheme Resolution.
e This Scheme Booklet includes the explanatory statement required to be sent to Perilya
Shareholders in relation to the Scheme pursuant to section 412(1) of the Corporations Act.
s Read this document
This Scheme Booklet is important. You should carefully read this Scheme Booklet in its entirety
u before making a decision about how to vote on the Scheme Resolution to be considered at the
Scheme Meeting.
Independent Expert’s Report and Technical Specialist’s Report
l The Independent Expert’s Report is set out in Annexure A. The full version of that report,
a together with the Technical Specialist’s Report and Scheme Implementation Agreement, is
available online at the Perilya Website and the ASX Website.
n Investment decisions
This Scheme Booklet is intended for Perilya Shareholders collectively and does not take into
account the investment objectives, financial situation, tax position or particular needs of each
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security holder or any other person. This Scheme Booklet should not be relied on as the sole
basis for any investment decision in relation to Perilya Shares. Independent advice should be
s sought before any such investment decision is made.
Responsibility for information
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The Perilya Informationhas been prepared by Perilya and is the responsibility of Perilya.
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The Zhongjin Information has been prepared by Zhongjin and is the responsibility of Zhongjin.
EY has prepared, and is responsible for, the Independent Expert’s Report contained in
p Annexure A of this Scheme Booklet. None of Perilya, Zhongjin, their respective Related
Bodies Corporate or the directors, officers, employees or advisers of any of those entities
assumes any responsibility for the accuracy or completeness of the Independent Expert’s

Report.
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AMC has prepared, and is responsible for, the Technical Specialist’s Report contained in
o Appendix G to the Independent Expert’s Report contained in AnnexureA of this Scheme
Booklet. None of Perilya, Zhongjin, their respective Related Bodies Corporate or the directors,
officers, employees or advisers of any of those entities assumes any responsibility for the
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accuracy or completeness of the Technical Specialist’s Report.
Role of ASIC, ASX, and the Court
A copy of this Scheme Booklet has been given to ASIC in accordance with section411(2) of
the Corporations Act. ASIC has been requested to provide a statement, in accordance with
section411(17)(b) of the Corporations Act, that ASIC has no objection to the Scheme. If ASIC
provides the statement, then it will be produced to the Court at the time of the Second Court
Date. Neither ASIC, ASX, nor any of their officers take any responsibility for the contentsof this
Scheme Booklet. A copy of this Scheme Booklet has been lodged with ASX.
Important Notice associated with Court order under subsection 411(1) of the
Corporations Act
The fact that under subsection 411(1) of the Corporations Act the Court has ordered that the
Scheme Meeting be convened and has approved this Scheme Booklet does not mean that the
Court:
(a) has formed any view as to the merits of the proposed Scheme or as to how
y Participating Shareholders should vote (on this matter Participating Shareholders
must reach their own decision); or
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(b) has prepared, or is responsible for the content of, the Scheme Booklet.
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The order of the Court that the Scheme Meeting be convened is not, and should not be treated
as, an endorsement by the Court of, or any other expression of opinion by the Court on, the
o Scheme.
Notice to Perilya Shareholders in jurisdictions outside Australia and its external
territories.
e This Scheme Booklet has been prepared in accordance with Australian law and is subject to
Australian disclosure requirements. Financial information in this Scheme Booklet has been
prepared in accordance with the Australian Accounting Standards and is presented in an
s abbreviated form and does not contain all the disclosures that are usually provided in an annual
report prepared in accordance with the Corporations Act.
Forward looking statements
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Certain statements in this Scheme Booklet relate to the future. Such forward looking
statements, which include all information relating to the performance of Perilya, are not based
solely on historical facts but rather reflect the current expectations of Perilya (in relation to the
Perilya Information) and Zhongjin (in relation to the Zhongjin Information). Statements that
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describe Perilya’s or Zhongjin’s objectives, plans, goals or expectations, estimates of reserves
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and resources, timelines for development and production and future costs may be forward
looking statements. Forward looking statements involve known and unknown risks,
uncertainties and assumptions and are subject to a variety of other factors that could cause the
n actual results or performance of Perilya to be materially different from what is expressed or
implied by such statements. Some of the risks that Perilya Shareholders may be exposed to in
relation to the Scheme are set out in Section 7. Forward looking statements are based on
o numerous assumptions regarding present and future business strategies and the environment
in which Perilya and Zhongjin will operate in the future, including the price of lead, zinc, copper
and other minerals, anticipated costs and ability to achieve goals. Accordingly, undue reliance
s should not be placed on forward looking statements.
Perilya Shareholders should note that the historical performance of Perilya is no assurance of
r Perilya’s future performance. Other than as required by law, none of Perilya or Zhongjin or their
respective directors, officers or advisors represents that, or gives any assurance or guarantee
e that, the occurrence of events expressed or implied in any forward looking statements will
actually occur.
The forward looking statements in this Scheme Booklet reflect views held only at the date of
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this Scheme Booklet.
Estimates, targets and forecasts

Unless expressly stated otherwise, all references in this Scheme Booklet to estimates, targets
r and forecasts (and derivations of the same) are references to estimates, targets and forecasts
by Perilya and Zhongjin management (as applicable). Estimates, targets and forecasts are
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based on views held only at the date of this Scheme Booklet.
Each of Perilya and Zhongjin believes that the estimates, targets and forecasts in this Scheme
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Booklet that are attributable to it have been made on reasonable grounds and that the
assumptions on which those estimates, targets and forecasts are based are reasonable.
Having said this, Perilya Shareholders are cautioned that the estimates, targets and forecasts
are subject to a variety of factors that are likely to cause actual results to vary from them, and
such variations may be material.
Privacy and personal information
Perilya and Zhongjin, and their respective registries and agents, may need to collect personal
information to implement the Scheme. The personal information may include the names,
contact details, bank account details and other details of Perilya Shareholders, as well as the
names and contact details of individuals appointed by Participating Shareholders as proxies,
attorneys or corporate representatives to attend and vote at the Meeting.
Perilya Shareholders who are individuals and other individuals in respect of whom personal
information is collected have certain rights to access the personal information collected about
them. An individual who wishes to exercise any of these rights should contact the Perilya
Registry on 1300 729 381(within Australia) or [phone](outside Australia).
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The personal information described above may be disclosed to Perilya’s and Zhongjin’s
l registries and stock transfer agents, securities brokers and third party service providers
(including print and mail service providers). Personal information may also be used to contact
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Perilya Shareholders in relation to the Scheme.
Third parties who receive personal information in the course of providing the above services will
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be reminded of their obligations to use the personal information only for the purposes set out
above and to protect the information according to applicable statutory and legal requirements.

Participating Shareholders who appoint an individual as their proxy, attorney or corporate
e representative to attend and vote at a Meeting should inform him or her of the matters outlined
above.
s Maps and diagrams
Any diagrams, charts, maps, graphs and tables appearing in this Scheme Booklet are
u illustrative only and may not be drawn to scale. Unless expressly stated otherwise, all data
contained in such diagrams, charts, maps, graphs and tables is based on information available
at the date of this Scheme Booklet.

References to time
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a Unless expressly stated otherwise, all references in this Scheme Booklet to time relate to the
time in Perth, Western Australia, Australia.
References to currency
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Unless expressly stated otherwise, all references in this Scheme Booklet to “$”, “A$” or “AUD$”
are references to Australian currency, and all references to “US$” or “USD” are references to
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United States currency.
Effect of rounding
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A number of figures, amounts, percentages, prices, estimates, calculations of value and
fractions in this Scheme Booklet, including but not limited to those in respect of the Scheme
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Consideration, are subject to the effect of rounding (unless otherwise stated). Accordingly, the
actual calculation of these figures may differ from the figures set out in this Scheme Booklet,
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and any discrepancies in anytable between totals and sums of amounts listed in that table or to
previously published figures are due to rounding.
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Furtherinformation
If you have any questions in relation to the Scheme or the Scheme Meeting please contact the

Perilya Shareholder communication line on 1300 729 381 (toll free within Australia) or +61 3
r 9946 4462 (outside Australia) or consult your legal, investment, taxation or other professional
adviser.
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A copy of this Scheme Booklet can be found on Perilya’s Website, and under Perilya’s profile
on the ASXWebsite.
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Contents
LETTER FROM THE INDEPENDENT DIRECTORS OFPERILYA..........................................................I
LETTER FROM THE PRESIDENT & CEO OF ZHONGJIN LINGNAN....................................................2
1. VOTING CONSIDERATIONS...................................................................................................4
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2. INDEPENDENT DIRECTOR’S RECOMMENDATION AND MATTERS RELEVANT TO
YOUR VOTE ON THE SCHEME..............................................................................................7
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n 3. FREQUENTLY ASKED QUESTIONS.....................................................................................13
4. THE PROPOSAL –OVERVIEW AND VOTING REQUIREMENTS........................................19
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5. OVERVIEW OF PERILYA.......................................................................................................27
6. INFORMATION ABOUT ZHONGJIN LINGNAN AND ZHONGJIN.........................................29

e 7. SUMMARY OF KEY RISKS....................................................................................................35
8. TAXATION IMPLICATIONS FOR SCHEME SHAREHOLDERS............................................38
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9. ADDITIONAL INFORMATION................................................................................................41
u 10. GLOSSARY............................................................................................................................48
ANNEXURE A –INDEPENDENT EXPERT’SREPORT........................................................................53

ANNEXURE B –SCHEME IMPLEMENTATIONAGREEMENT............................................................54
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a ANNEXURE C –SCHEME OF ARRANGEMENT..................................................................................55
ANNEXURE D –DEED POLL................................................................................................................56
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ANNEXURE E –NOTICE OF COURT ORDERED SCHEME MEETING OF SHAREHOLDERS OF
PERILYA.................................................................................................................................57
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LETTER FROM THE INDEPENDENT DIRECTORS OF PERILYA
31October2013
Dear Shareholder,
y On 3 September 2013, Perilya entered into a Scheme Implementation Agreement with Zhongjin under
which it is proposed that Zhongjin will acquire, by way of a Court approved scheme of arrangement,
l all of the Perilya Shares not already held by them.
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If the Scheme is approved and implemented, you will receive $0.35 cash for each Perilya Share you
hold as at the Scheme Record Date, scheduled to be 16 December2013.
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We, in our capacity as the Independent Directors of Perilya, unanimously recommend that you
APPROVE the Scheme by voting in favour of the Scheme Resolution, in the absence of a
Superior Proposal.
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The cash consideration of $0.35 per Perilya Share represents a substantial premium to Perilya’s
average historical trading prices, including:
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• 59% premium to the closing price of Perilya Shares on Friday 30 August 2013, being the last
trading day prior to the announcement of the Scheme Implementation Agreement ($0.22);
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• 85% premium to the one-month volume weighted average price of Perilya Shares ($0.189, as
at 30 August 2013).

• 109% premium to the three-month volume weighted average price of Perilya Shares ($0.167,
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a as at 30 August 2013).
• 64% premium to 12 month volume weighted average price of Perilya Shares ($0.214, as at 30
n August 2013).
The Independent Expert appointed by Perilya, EY, has concluded that the Scheme is in the best
o interests of Scheme Shareholders in the absence of a superior proposal. The reasons why EY
reached this conclusion are set out in the Independent Expert’s Report (including the Technical
Specialist’s Report), which can be found in Annexure A.
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The Scheme requires the approval of a Requisite Majority of Participating Shareholders at the
r Scheme Meeting (which is scheduled to be held on 2 December 2013) and also by the Court. The
Scheme is also subject to a number of conditions which are outlined in Section 4.6 of this Scheme
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Booklet.
Further information on the Scheme and the Scheme Resolution is contained in this Scheme Booklet,
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including reasons for our recommendations as Independent Directors of Perilya. We encourage you
to read this Scheme Booklet in its entirety before making your decision and voting on the Scheme

Resolution. If you have any questions about any part of the Scheme, please call the Perilya
r shareholder communication line on 1300 729 381 (within Australia) or [phone] (outside
Australia)between9.00am and 5.00pm Monday to Friday.
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Wewould like to take this opportunity to thank you for your continued support of Perilya.
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Yours sincerely,
Independent Directors of Perilya Limited
PaulArndt, PatrickO’ConnorandAnnaLiscia
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LETTER FROM THE PRESIDENT & CEO OF ZHONGJIN LINGNAN
Dear Perilya Shareholder,
The Board of Zhongjin Lingnan (Zhongjin’s parent company) is pleased to provide all Perilya
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Shareholders with the opportunity to participate in a Scheme of Arrangement under which it is
proposed that, subject to all necessary approvals and endorsements being obtained, Zhongjin will
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acquire all of the shares in Perilya that it does not already own.
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Zhongjin Lingnan is a publically listed company on the Shenzhen Stock Exchange (Ticker: 000060)
and is China’s third largest zinc producer. ZhongjinLingnan’sprime business activities include mining
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and processing of lead, zinc and other non-ferrous metals. Zhongjin Lingnan has been operating for
over 50 years.

Zhongjin Lingnan first invested in Perilya in February 2009 and acquired a 50.1% interest in Perilya
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through a share placement to Zhongjin (Zhongjin Lingnan’s wholly owned subsidiary) and strategic
allianceapproved byPerilya’sshareholders at general meeting. Since this time, ZhongjinLingnan has
s been a committed partner to Perilya and has been willing to financially support Perilya indifficult times
including supporting Perilya’s pursuit of an economically sustainable lower production profile. Since
u commencement of the strategic alliance, Zhongjin Lingnan has seen Perilya’s direct employee
numbers grow at Broken Hill from 366 to 463, together with an increase in the numbers of contractors
engaged.

l Zhongjin Lingnan’s intentions going forward are to continue its strong support for Perilya’s current
a operations and use its financial strength to underpin Perilya’s investment and development plans. As
a Perilya shareholder, your vote is important and if the Scheme is approved and implemented there
will bebenefitsfor Perilyaand also forthe regions in which Perilya operates.
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This Scheme Booklet provides important information in relation to the Scheme. On behalf of the
o Zhongjin Lingnan Board, I encourage you to read it carefully and vote in favour of the Scheme at the
Scheme Meeting to be held at 10.30am (WST) on 2 December 2013 at Conference Suite, Level 8,
Exchange Plaza Building, Perth, Western Australia.
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This is an exciting opportunity to ensure the long term future of Perilya and I thank you for your
r support since commencement of our strategic alliance with Perilya in early 2009.
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Yours sincerely,
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Zhang Shuijian

President &CEO of Zhongjin Lingnan
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IMPORTANT DATES AND TIMES FOR THE SCHEME
Latest time and date for lodgement of completed proxy form 10.30am(WST)on
for the Scheme Meeting 30November 2013
Time for determining eligibility to vote at the Scheme Meeting 7.00pm (AEDT)on
y 1 December 2013
Time and date of the Scheme Meeting 10.30am(WST)on
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2 December2013
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Second Court Date for approval of the Scheme 9 December 2013
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Effective Date of the Scheme and last day of trading of 9 December 2013
Perilya Shares on the ASX
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Record Date for determining entitlements to the Scheme 16 December 2013
Consideration
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Implementation Date for the Scheme (including payment of 19 December 2013
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the Scheme Consideration)

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