MOD Resources Limited Successful Implementation of Scheme of Arrangement (8560Q)
23 Octubre 2019 - 4:09AM
UK Regulatory
TIDMMOD
RNS Number : 8560Q
MOD Resources Limited
23 October 2019
23 October 2019
MOD Resources Limited
("MOD" or the "Company")
Successful Implementation of Scheme of Arrangement
MOD Resources Ltd (ASX/LSE:MOD) (the Company or MOD) is pleased
to advise that the Scheme of Arrangement pursuant to which Sandfire
Resources NL (Sandfire) will acquire all of the issued shares of
the Company (the Scheme) has been implemented.
All MOD shares have been transferred to Sandfire. The Scheme
consideration, comprising cash and/or Sandfire shares, as detailed
in the Scheme Booklet, has been paid or issued (as applicable) to
MOD shareholders, other than ineligible foreign shareholders and
shareholders who hold an unmarketable parcel who did not make an
election to receive Sandfire shares (Unmarketable Parcel
Shareholders).
Ineligible foreign shareholders and Unmarketable Parcel
Shareholders will have the Scheme 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 shareholders.
Update on Cash Elections
The Company advises that a total of 153 shareholders, holding a
total of 126,609,122 fully paid ordinary shares in MOD (MOD Shares)
as at 5:00pm (WST) on 16 October 2019 (Record Date), made a valid
election to receive cash consideration under the Scheme (Cash
Election). The total consideration payable for these shares is
approximately $56.9 million which exceeds the cash consideration
cap of $41.6 million (Maximum Cash Consideration).
Accordingly, shareholders who made a Cash Election have had
their cash consideration scaled back on a pro-rata basis so that
the total amount of cash consideration payable equals the Maximum
Cash Consideration. The remainder of the consideration has been
paid to those shareholders in Sandfire shares.
Shareholders who made a Cash Election received:
- A$0.3285703 per MOD Share (Section A of the scale back
formula, outlined in section 5.3 of the Scheme Booklet); and
- 0.0179176 Sandfire shares for every MOD Share held (Section B
of the scale back formula, outlined in section 5.3 of the Scheme
Booklet).
Removal from Official List
An application has been made to remove MOD from the Official
List of the Australian Securities Exchange as at close of trade on
29 October 2019.
Subject to the confirmation of the UK Listing Authority and the
London Stock Exchange, admission of MOD's ordinary shares to the
Official List of the Financial Conduct Authority and to trading on
the London Stock Exchange's Main Market is expected to be cancelled
with effect from market opening in London on 29 October 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 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 Sandfire Resources 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. The Scheme
of Arrangement was approved by the Supreme Court of Western
Australia on 8 October 2019.
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END
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