TIDMMOD
RNS Number : 2903O
MOD Resources Limited
01 October 2019
1 October 2019
MOD Resources Limited
("MOD" or the "Company")
Results of Scheme Meeting
MOD Resources Ltd (ASX/LSE: MOD) is pleased to announce that MOD
shareholders today approved, by the requisite majorities, the
scheme of arrangement by which Sandfire Resources NL (Sandfire)
will, subject to the satisfaction or waiver of certain conditions,
acquire all of the ordinary shares in MOD (Scheme).
In accordance with Listing Rule 3.13.2 and section 251AA of the
Corporations Act 2001 (Cth), a detailed report of the votes cast in
respect to the resolution approving the Scheme is included as
Appendix 1 to this announcement.
Although MOD shareholder approval has been obtained, the Scheme
remains subject to a number of conditions as set out in the Scheme
Implementation Deed (a full copy of which is disclosed within the
Scheme Booklet, which is available on the ASX website at
www.asx.com.au and on MOD's website at www.modresources.com.au),
including:
-- the Supreme Court of Western Australia approving the Scheme (Second Court Hearing);
-- the independent expert continuing to conclude that the Scheme
is in the best interests of shareholders; and
-- the satisfaction or waiver of any remaining conditions prior to the Second Court Hearing.
Subject to these remaining conditions being satisfied or waived,
implementation of the transaction is expected to occur towards the
end of October 2019 (see indicative timetable below).
Notice of Second Court Hearing Date
The Second Court Hearing will be held at 9:00am (WST) on
Tuesday, 8 October 2019 at the Supreme Court of Western Australia
at 28 Barrack Street, Perth, Western Australia. Further details
regarding the Second Court Hearing are included as Appendix 2 to
this announcement.
Indicative Timetable
Event Date
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 and LSE 9 October 2019
---------------------------
Last time and date for unmarketable parcel shareholders 10 October 2019
to make an election under the Scheme
---------------------------
Cancellation of MOD Depositary Interests and rematerialisation 14 October 2019
of the underlying MOD Shares
---------------------------
Record Date for determining entitlements to the Scheme 16 October 2019
Consideration
---------------------------
Implementation Date for the Scheme and issue of the 23 October 2019
Scheme Consideration
---------------------------
Dispatch of holding statements for Sandfire shares 28 October 2019
issued under the Scheme
---------------------------
Delisting on ASX and cancellation of listing on LSE 29 October 2019
---------------------------
The above dates are indicative only and are subject to change.
Any changes will be announced by MOD on the ASX.
For and on behalf of the Board.
Julian Hanna Mark Clements
Managing Director Executive Chairman and Company
Secretary
Jeff Sansom Jos Simson / Emily Moss (UK PR
Investor Relations & 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
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 developing the 100% MOD owned T3 Copper Project, which
has potential to be a high-margin, low-cost copper mine. In
parallel with the progressing towards the development of the T3
Copper Project, MOD has undertaken substantial exploration programs
across several priority drill targets and within untested areas of
interesting and potentially significant Electromagnetic and Cu-Zn
soil anomalies.
MOD and its in-country operating companies Tshukudu Metals
Botswana (Pty) Ltd and Tshukudu Exploration (Pty) Ltd have a social
licence to operate within Botswana as well as within the host
community of Ghanzi. MOD continues to work collaboratively with
Government regulators and members of the Ghanzi District community
to ensure that any social investments and developments are targeted
to create a positive and lasting legacy.
On 25 June 2019, the Company announced Sandfire had made an
offer to acquire 100% of MOD shares by way of a Scheme of
Arrangement.
Appendix 1: Voting results of the Scheme Meeting
The following information is provided in accordance with
section251AA(2) of the Corporations Act 2001 (Cth).
SCHEME MEETING
Tuesday, 1 October 2019
Manner in which the security holder directed Manner in which votes were cast Resolution
the proxy to vote in person or by proxy on a poll Result
(as at proxy close) (where applicable)
---------------------------
Resolution Votes Votes Votes Votes For Against Abstain* Carried/
For Against Discretionary Abstain Not
Carried
---------------------------
1 Approval of the Scheme 204,165,786 3,465,811 70,942 1,667 204,284,103 3,465,811 1,667 Carried
98.30% 1.67% 0.03% 2 shareholders 98.33% 1.67% 2 shareholders
209 shareholders 16 shareholders 12 shareholders 219 shareholders 16 shareholders
-----------------------
* Votes cast by a person who abstains on an item are not counted
in calculating the required majority on a poll.
Appendix 2: Second Court Hearing
MOD Resources Limited
ACN 003 103 544
Notice of hearing to approve scheme of arrangement
TO all members of MOD Resources Limited (ACN 003 103 544).
TAKE NOTICE that at 9:00 am (Perth time) on 8 October 2019 at
the Supreme Court of Western Australia, 28 Barrack Street, Perth,
Western Australia, the Supreme Court of Western Australia will hear
an application by MOD Resources Limited seeking the approval of an
arrangement between the abovenamed company and its members as
agreed to by a resolution considered and passed by a meeting of the
members of the company held on 1 October 2019.
If you wish to oppose the approval of the arrangement, you must
file and serve on the plaintiff a notice of appearance, in the
prescribed form, together with any affidavit on which you wish to
rely at the hearing. The notice of appearance and affidavit must be
served on the plaintiff at its address for service at least one day
before the date fixed for the hearing of the application.
The address for service of the plaintiff is DLA Piper Australia,
Level 31, 152-158 St Georges Terrace, Perth, Western Australia.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ROMFSMSMFFUSEES
(END) Dow Jones Newswires
October 01, 2019 02:38 ET (06:38 GMT)
Mod Resources (LSE:MOD)
Gráfica de Acción Histórica
De Dic 2024 a Ene 2025
Mod Resources (LSE:MOD)
Gráfica de Acción Histórica
De Ene 2024 a Ene 2025
