MOD Resources Limited Court Approves Scheme (1044P)
08 Octubre 2019 - 1:00AM
UK Regulatory
TIDMMOD
RNS Number : 1044P
MOD Resources Limited
08 October 2019
8 October 2019
MOD Resources Limited
("MOD" or the "Company")
Court Approves Scheme
MOD Resources Ltd (ASX/LSE:MOD) (Company) is pleased to advise
that the Supreme Court of Western Australia (Court) has today made
orders approving the scheme of arrangement by which Sandfire
Resources NL (Sandfire) will acquire all of the issued shares of
the Company (the Scheme).
Lodgment of Court orders and suspension of trading
Pursuant to section 411(10) of the Corporations Act 2001 (Cth),
the Scheme will become legally effective upon lodgment of the Court
orders with the Australian Securities and Investments Commission
(ASIC).
It is expected that a copy of the Court's orders will be lodged
with ASIC tomorrow, at which time the Scheme will become legally
effective. If this occurs, MOD's shares will be suspended from
trading on the ASX at the close of trade tomorrow.
Scheme Consideration
MOD shareholders (other than those MOD shareholders who made a
cash election, ineligible foreign shareholders and shareholders who
hold an unmarketable parcel who do not, or are unable to, make an
election to receive Sandfire shares) will be issued 0.0664 Sandfire
shares for every MOD share held (Scrip Consideration).
Based on the number of MOD shares held by those shareholders who
have made a cash election on 25 September 2019, shareholders who
have made a cash election will receive A$0.4111607 per MOD share
(Cash Consideration) and 0.005731 Sandfire shares for every MOD
share held.
MOD shareholders with a registered address outside Australia,
New Zealand, the United Kingdom, Hong Kong and Singapore will have
the Scrip Consideration that they would have otherwise been
entitled to receive issued to a sale agent who will then sell those
Sandfire shares and remit the proceeds (if any) to those foreign
shareholders.
MOD shareholders holding unmarketable parcel who have not made
or unable to make an election to receive Sandfire shares, will have
the Scrip Consideration that they would have otherwise been
entitled to receive issued to a sale agent who will then sell those
Sandfire shares and remit the proceeds (if any) to those
unmarketable parcel shareholders.
It is expected that the Scrip Consideration and Cash
Consideration will be issued to MOD shareholders on 23 October
2019.
Scheme Timetable
Expected key dates for the Scheme are set out below.
Event Date
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 shareholders who hold an unmarketable 10 October
parcel to make an election under the Scheme 2019
---------------
Cancellation of MOD depositary interests and rematerialisation 14 October
of the underlying MOD shares 2019
---------------
Record date for determining entitlements to the scheme 16 October
consideration 2019
---------------
Implementation Date for the Scheme and issue of scheme 23 October
consideration 2019
---------------
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.
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
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 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 that Sandfire had made an
offer to acquire 100% of MOD shares by way of a Scheme of
Arrangement and on 1 October 2019, MOD shareholders approved the
transaction at a General Meeting and a Scheme Meeting.
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
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