TIDMMIO
RNS Number : 4889J
Minco PLC
28 June 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OR
ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION
OF THE RELEVANT LAWS OF SUCH JURISDICTION
28 June 2017
Minco plc Sale of Curraghinalt Royalty
Recommended Offer for Minco plc by Dalradian Resources Inc.
and
Demerger of Buchans to Minco Shareholders
to be effected by means of a Scheme of Arrangement
Publication and Posting of Scheme Document
Notice of Meetings of Shareholders 26 July 2017
On 1 June 2017, the Board of Minco plc ("Minco") announced that
it had reached agreement with Dalradian Resources Inc.
("Dalradian") on the terms of the disposal of Minco's 2% net
smelter return royalty on the Curraghinalt gold deposit in County
Tyrone, Northern Ireland ("Royalty"), which is currently being
developed by Dalradian ("Royalty Disposal").
As outlined in the announcement on 1 June 2017 (the
"Announcement"), the Royalty Disposal is being effected by means of
a recommended share for share acquisition by Dalradian of the
entire issued and to be issued share capital of Minco (the "Offer")
which will be implemented by means of a scheme of arrangement,
under Chapter 1 of Part 9 of the Companies Act 2014 of Ireland
("Scheme").
As part of the Scheme it is also proposed that Minco will
undertake a demerger of its wholly owned subsidiary Buchans
Resources Limited ("Buchans") to Minco Shareholders by way of a
transfer in specie (the "Demerger") so that on the completion of
the Offer the only asset held by Minco will be the Royalty. Buchans
is a Canadian registered company which holds directly or indirectly
all of the assets of Minco other than the Royalty.
Minco announces that it is today publishing a circular relating
to the Scheme (the "Scheme Document") which will shortly be posted
to shareholders of Minco ("Minco Shareholder"). The Scheme Document
sets out, amongst other things, the full terms and conditions of
the Offer, a statement explaining the effect of the Scheme in
compliance with section 452 of the Companies Act 2014, notices of
the required meetings of Minco Shareholders (together with the
associated Forms of Proxy), an indicative timetable of principal
events and details of the action to be taken by Minco
Shareholders.
The Royalty Disposal together with the related matters set out
in the Scheme Document will see the issue and allotment of
15,490,666 new Dalradian Shares (the "New Dalradian Shares") in
total.
Following the Scheme and the Demerger, 15,490,666 New Dalradian
Shares in total would be issued to Minco Shareholders and Buchans
in connection with the Scheme on the following basis. Pursuant to
the Offer, Minco Shareholders would be issued 11,618,000 New
Dalradian Shares which would be 75 per cent. of the total New
Dalradian Shares to be issued in connection with the Royalty
Disposal. The balance of the New Dalradian Shares, being 3,872,666
and representing 25 per cent. of the total, would be issued on the
basis set out below directly to Buchans, which would then be wholly
owned by Minco Shareholders.
Pursuant to the terms of the Offer, which is subject to
Conditions, each shareholder of Minco who appears on the register
of members of Minco at the Scheme Record Time will be entitled to
receive:
For each B Scheme Share: 0.0242982110 New Dalradian Shares
As part of the Scheme and upon the Demerger taking effect Scheme
Shareholders will also be entitled to receive:
For each A Scheme Share: 0.02 Buchans Shares
(equivalent to 0.10 Buchans Shares for each Minco Share as at
the date of the Announcement)
Based on the volume weighted average price of Dalradian Shares
on the Toronto Stock Exchange for the five trading day period ended
on 20 March 2017 (being the last Business Day prior to the
commencement of the Offer Period) of C$1.2911, the total value of
the 15,490,666 New Dalradian Shares would be C$20 million
(GBP12,106,537 based on a Sterling C$ exchange rate of
C$1.652:GBP1.00 (the "C$/GBP Exchange Rate").
Based on the VWAP and the C$/GBP Exchange Rate, the value of the
Royalty Disposal would attribute a value to each Minco Share of
2.532 pence which represents:
-- a premium of approximately 91.1 per cent. to the Closing
Price of 1.325 pence per Minco Share on 20 March 2017, being the
last Business Day prior to the commencement of the Offer
Period;
-- a premium of approximately 111.1 per cent. to Minco's volume
weighted average share price of 1.199 pence over the 30 trading day
period ended 20 March 2017, being the last Business Day prior to
the commencement of the Offer Period; and
-- a premium of approximately 119.6 per cent. to Minco's volume
weighted average share price of 1.153 pence over the 90 trading day
period ended 20 March 2017, being the last Business Day prior to
the commencement of the Offer Period.
In order to become effective, the Scheme must be approved at a
meeting of the shareholders of Minco ("Court Meeting") to be held
at 11.00 am on 26 July 2017. In addition, to facilitate
implementation of the Scheme, Minco is also seeking approval of the
shareholders of Minco to pass a number of resolutions at an
extraordinary general meeting of Minco ("EGM") to be held at 11.30
am on 26 July 2017 or, if later, immediately after the conclusion
or adjournment of the Court Meeting.
The Minco Board, who have been so advised by Davy Corporate
Finance, Minco's financial adviser, considers the terms of the
Offer and the Demerger to be fair and reasonable and in the best
interests of Minco Shareholders taken as a whole. In providing its
advice to the Minco Board, Davy Corporate Finance has taken into
account the commercial assessments of the Minco Directors.
The Minco Board unanimously recommends that you vote in favour
of the resolutions approving the Scheme and the Demerger at the
Court Meeting and at the EGM as the Minco Directors, who hold Minco
Shares, have irrevocably undertaken to do in respect of their
beneficial holdings totalling 45,501,528 Minco Shares, representing
approximately 9.5 per cent. of the total existing issued ordinary
share capital of Minco.
If the Scheme becomes effective, it will be binding on all
shareholders of Minco, including those who do not attend and/or
vote to approve the Scheme or who attend and/or vote against it at
the Court Meeting, and it will result in the cancellation of the
trading of all shares in Minco on AIM.
The expected timetable of principal events is attached as an
Appendix to this announcement.
Shareholders are advised to carefully read the Scheme Document
in its entirety before making a decision with respect to the
Scheme. because it contains important information relating to the
Offer and the Demerger. Any response in relation to the Offer and
the Demerger should be made only on the basis of the information
contained in the Scheme Document or any document by which the
Offer, the Demerger and/or the Scheme are made.
If you have any questions in relation to action to be taken,
please contact Minco's Registrars, Computershare Investor Services
(Ireland) Limited, on 01 447 5566 (if calling within Ireland) or on
+353 447 5566 (if calling from outside Ireland) between 9:00 am and
5:00 pm Monday to Friday (other than bank holidays in Ireland). For
legal reasons, the Registrars will not be able to provide advice on
the merits of the Offer and the Demerger or give financial or tax
advice.
For further information please contact:
John F. Kearney: Chairman &Chief Executive +1 416 362 6686
Danesh Varma: CFO & Company Secretary +44 (0) 8452 606 034
Peter McParland: Director - Ireland +353 (0) 46 907 3709
John Frain: Davy +353 (0) 1 679 6363
Website: www.mincoplc.com
Important Notices
The Minco Directors accept responsibility for the information
contained in this announcement. To the best of the knowledge and
belief of the Minco Directors (who have taken all reasonable care
to ensure that such is the case) the information contained in this
announcement for which they are responsible is in accordance with
the facts and does not omit anything likely to affect the import of
such information.
Davy Corporate Finance, which is authorised and regulated in
Ireland by the Central Bank of Ireland, is acting for Minco and no
one else in relation to the Offer and the Demerger and will not be
responsible to anyone other than Minco for providing the
protections afforded to clients of Davy Corporate Finance nor for
providing advice in relation to the Offer and the Demerger or any
other matter referred to herein.
This announcement is not intended to, and does not, constitute
an offer or an invitation to purchase or subscribe for any
securities or the solicitation of an offer to purchase any
securities, pursuant to the Offer, the Demerger or otherwise.
The distribution of this announcement in or into certain
jurisdictions may be restricted by the laws of those jurisdictions.
Accordingly, copies of this announcement and all other documents
relating to the Offer, the Demerger and/or the Scheme are not
being, and must not be, released, published, mailed or otherwise
forwarded, distributed or sent in, into or from any Restricted
Jurisdiction. Persons receiving such documents (including, without
limitation, nominees, trustees and custodians) should observe these
restrictions. Failure to do so may constitute a violation of the
securities laws of any such jurisdiction.
Shareholders are advised to read the Scheme Document because it
contains important information relating to the Offer and the
Demerger. Any response in relation to the Offer and the Demerger
should be made only on the basis of the information contained in
the Scheme Document or any document by which the Offer, the
Demerger and/or the Scheme are made.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Irish Takeover Panel
Act, 1997, Takeover Rules 2013 (the "Takeover Rules"), if any
person is, or becomes, 'interested' (directly or indirectly) in, 1%
or more of any class of 'relevant securities' of Minco or
Dalradian, all 'dealings' in any 'relevant securities' of Minco or
Dalradian (including by means of an option in respect of, or a
derivative referenced to, any such 'relevant securities') must be
publicly disclosed by not later than 3:30 pm (Irish time) on the
'business' day following the date of the relevant transaction. This
requirement will continue until the date on which the Scheme
becomes effective or on which the 'offer period' otherwise ends. If
two or more persons co-operate on the basis of any agreement,
either express or tacit, either oral or written, to acquire an
'interest' in 'relevant securities' of Minco or Dalradian, they
will be deemed to be a single person for the purpose of Rule 8.3 of
the Takeover Rules.
Under the provisions of Rule 8.1 of the Takeover Rules, all
'dealings' in 'relevant securities' of Minco by Dalradian or
'relevant securities' of Dalradian by Minco, or by any party acting
in concert with either of them, must also be disclosed by no later
than 12 noon (Irish time) on the 'business' day following the date
of the relevant transaction.
A disclosure table, giving details of the companies in whose
'relevant securities' 'dealings' should be disclosed, can be found
on the website of the Irish Takeover Panel (the "Panel")
at www.irishtakeoverpanel.ie.
'Interests in securities' arise, in summary, when a person has
long economic exposure, whether conditional or absolute, to changes
in the price of securities. In particular, a person will be treated
as having an 'interest' by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative
referenced to, securities.
Terms in quotation marks are defined in the Takeover Rules,
which can also be found on the Panel's website. If you are in any
doubt as to whether or not you are required to disclose a dealing
under Rule 8, please consult the Panel's website at
www.irishtakeoverpanel.ie or contact the Panel on telephone number
+353 1 678 9020 or fax number +353 1 678 9289.
APPENDIX I
Expected Timetable of Principal Events
Event Time and/or Date
Latest time for receipt of yellow 11.00 am on 24
Forms of Proxy for the Court July 2017
Meeting
Latest time for receipt of pink 11.30 am on 24
Forms of Proxy for the Extraordinary July 2017
General Meeting
Voting Record Time for the Meetings 6.00 pm on 24
July 2017
Court Meeting 11.00 am on 26
July 2017
Extraordinary General Meeting 11.30 am on 26
July 2017
Last day of dealings in Minco 10 August 2017
Shares
Suspension of trading on AIM 11 August 2017
of Minco Shares
Hearing Record Time 6.00 pm on 15
August 2017
Scheme Record Time
6.00 pm on 16
August 2017
Court Hearing (of the petition 16 August 2017
to sanction the Scheme including
the Acquisition Reduction and
the Demerger Reduction)
Effective Date of the Scheme 17 August 2017
Issuance of New Dalradian Consideration 17 August 2017
Shares
Transfer of the Buchans Shares 17 August 2017
Cancellation of admission to 7.30 a.m. on
trading of Minco Shares on AIM 18 August 2017
Listing of the New Dalradian 18 August 2017
Shares on the TSX
8.00 a.m. on
Admission of the New Dalradian 18 August 2017
Shares to trading on AIM
Crediting of Dalradian DIs to No later than
CREST accounts (as appropriate) 14 days from
the Effective
Date
Latest date of despatch of DRS No later than
Advices of New Dalradian Shares 14 days from
(as appropriate) the Effective
Date
Latest date of despatch of DRS No later than
Advices of Buchans Shares (as 14 days from
appropriate) the Effective
Date
The dates listed above are based on current expectations and may
be subject to change. If any of the expected dates change, Minco
will give notice of the change by issuing an announcement through a
Regulatory Information Service.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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