TIDMMOD
RNS Number : 7441J
MOD Resources Limited
21 August 2019
21 August 2019
MOD Resources Limited
("MOD" or the "Company")
Progress Update on the Proposed Sandfire Transaction
MOD Resources Ltd ("the Company or "MOD") (ASX/LSE: MOD) is
pleased to provide an update on the proposal from Sandfire
Resources NL ("Sandfire") (ASX:SFR) to acquire 100% of the issued
shares of the Company by way of a Scheme of Arrangement ("the
Scheme").
First Court Hearing
On 20 August 2019, the Supreme Court of Western Australia
approved the dispatch of the Company's Scheme Booklet ("Scheme
Booklet") and has ordered that the Company convene a meeting
("Scheme Meeting") of its shareholders to consider and, if thought
fit, approve the Scheme.
Approval from Competition Authority of Botswana
The Competition Authority of Botswana have provided approval for
the Scheme, which is necessary to implement the Scheme.
Release of Scheme Booklet
The Scheme Booklet, a personalised proxy form, election forms
and notice for the Scheme Meeting will be released on the relevant
stock exchanges following registration with the Australian
Securities and Investments Commission and will also be available on
the Company's website at www.modresources.com.au. The Scheme
Booklet will be printed and mailed to shareholders. MOD
shareholders should carefully read the Scheme Booklet in its
entirety and the material accompanying it before deciding whether
to vote in favour of the Scheme.
Scheme Meeting
The Scheme Meeting, to approve the Scheme, will be held at 1304
Hay Street, West Perth, Western Australia on 1 October 2019 at
11:00am Western Standard Time ("WST").
If the Scheme is implemented, MOD shareholders (other than
European shareholders, ineligible foreign shareholders and MOD
shareholders who hold an unmarketable parcel) will receive scrip
consideration of 0.0664 new Sandfire shares for every 1 MOD share
held. Alternatively, MOD shareholders (other than European
shareholders and ineligible foreign shareholders) may make an
election to receive cash consideration of A$0.45 per MOD Share up
to a maximum aggregate cash consideration of A$41.6 million.
Eligible shareholders that do not make a valid cash election by
5:00pm WST on 19 September 2019 (or such later date agreed by MOD
and Sandfire) will not receive cash consideration and will be
issued Sandfire shares if the Scheme becomes effective.
Each shareholder's vote is important in determining whether or
not the Scheme proceeds. All shareholders (save for Sandfire and
its associates) registered as at 5:00pm WST on 29 September 2019
will be entitled to vote at the Scheme Meeting and are encouraged
to do so.
MOD shareholders are encouraged to vote on the Scheme by
attending the Scheme Meeting in person or by returning the
personalised proxy form enclosed in the Scheme Booklet mailed to
shareholders. All proxy forms must be received by the Company's
share registry by no later than 11:00am WST on 29 September 2019 in
accordance with the directions set out in the proxy form.
Second Court Hearing
In the event that the Scheme is approved at the Scheme Meeting
and all relevant conditions of the Scheme are satisfied or waived,
the Company will apply to the Court for orders approving the
Scheme.
Board recommendation
The Board of Directors of MOD unanimously recommends that all
MOD shareholders vote in favour of the proposed Scheme, in the
absence of a superior proposal for the Company and subject to the
Independent Expert continuing to indicate that the Scheme is in the
best interests of MOD shareholders.
Scheme Timetable
Expected key dates for the Scheme are set out below:
Event Date
Dispatch of Scheme Booklet to shareholders 27 August 2019
--------------------------
Last time and date for eligible shareholders 5:00pm WST, 19 September
to make a cash election under the Scheme 2019
--------------------------
Announcement of total amount of cash elections 25 September 2019
received and the expected percentage of cash
consideration
--------------------------
Latest time for MOD depositary interest holders 5:00pm WST, 25 September
to submit their voting instructions to the 2019
MOD depositary
--------------------------
Latest time and date for lodgement of completed 11:00am WST, 29 September
proxy form for the Scheme Meeting 2019
--------------------------
Time and date for determining eligibility 5:00pm WST, 29 September
of MOD shareholders to vote at the Scheme 2019
Meeting
--------------------------
Time and date of the Scheme Meeting 11:00am WST, 1 October
2019
--------------------------
Court hearing for approval of the Scheme 8 October 2019
--------------------------
Effective date of the Scheme 9 October 2019
--------------------------
Last date of trading of MOD shares on ASX 9 October 2019
and LSE
--------------------------
Last time and date for shareholders who hold 10 October 2019
an unmarketable parcel to make an election
under the Scheme
--------------------------
Cancellation of MOD depositary interests and 14 October 2019
rematerialisation of the underlying MOD shares
--------------------------
Record date for determining entitlements to 16 October 2019
the scheme consideration
--------------------------
Implementation Date for the Scheme and issue 23 October 2019
of scheme consideration
--------------------------
All stated dates and times are indicative only. The actual
timetable will depend on many factors outside the control of the
Company, including the Court approval process and the satisfaction
or waiver of the conditions precedent to the completion of the
Scheme by each of the Company and Sandfire. Any changes to the
above timetable will be announced to the relevant stock
exchanges.
The Company will continue to keep shareholders updated on status
of the Scheme as the timetable progresses.
General Meeting
MOD will also hold a General Meeting of shareholders at 10:00am
WST on the same date and at the same place as the Scheme Meeting
for shareholders to consider a resolution relating to MOD's
acquisition of Metal Tiger Plc's 30% interest in certain
exploration assets on the Kalahari Copper Belt.
A notice of General Meeting to enable shareholders to consider
the resolution put forward at the General Meeting will be
dispatched with a copy of the Scheme Booklet on or around 27 August
2019.
- ENDS -
For and on behalf of the Board.
Julian Hanna Mark Clements
Managing Director Executive Chairman and Company
Secretary
Jeff Sansom Jos Simson / Emily Fenton (UK
Investor Relations PR & IR)
E: IR@modresources.com.au Tavistock
P: +61 (8) 9322 8233 P: +44 (0) 207 920 3150
P: +44 (0) 778 855 4035
E: MOD@tavistock.co.uk
Subscribe at: www.modresources.com.au
About MOD Resources
MOD Resources Ltd (ASX/LSE: MOD) is a dual listed copper
exploration and development company with a dominant land position
within the Kalahari Copper Belt in Botswana. The Company is
focussed on the 100% MOD owned T3 Copper Project, expected to be a
high-margin, low-cost copper mine. In parallel with the development
of the T3 Copper Project, MOD continues its exploration program
across several priority drill targets and within untested areas of
interesting and potentially significant Cu-Zn soil anomalies.
A substantial in-fill drilling program is in progress with the
objective to upgrade a portion of T3 Indicated Mineral Resources to
the higher confidence Measured Resource category subsequent to this
FS announcement.
The Company is continuing to advance discussions with interested
parties in relation to T3 funding opportunities and is targeting to
commence development of the T3 Copper Project in the second half of
2019, with a vision of first copper concentrate production in the
first half of 2021. In the mid-term MOD will focus on generating
value for shareholders.
MOD has a social licence to operate within Botswana as well as
within the host community of Ghanzi. MOD will continue to work
collaboratively with regulators and members of the Ghanzi District
to ensure that any social investments and developments are targeted
to create a positive and lasting legacy.
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END
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