VANCOUVER, Nov. 30, 2015 /CNW/ - Endeavour Mining
Corporation ("Endeavour Mining") (TSX:EDV) (ASX:EVR) (OTCQX:EDVMF)
refers to its announcement dated November
27, 2015 advising that it had implemented the consolidation
of its current capital (the "Consolidation") on the basis of ten
(10) pre-Consolidation shares for one (1) post-Consolidation share
effective November 27, 2015.
This announcement provides additional details on the
Consolidation. Endeavour Mining has also formally requested
approval from ASX Limited for its removal from the official list of
the Australian Securities Exchange ("ASX"). If ASX gives its
approval, trading in Endeavour Mining's Chess Depository Interests
("CDIs") is expected to be suspended from the close of trading on
the ASX on January 4, 2016 and will
cease to be an ASX-listed entity on January
11, 2016. The ASX delisting process is outlined
below. Endeavour Mining will continue to be listed on the
Toronto Stock Exchange ("TSX") and trading on the TSX will continue
during and after the ASX delisting process.
Share Consolidation
At a special meeting held on November 5,
2015, Endeavour Mining shareholders approved the previously
announced Consolidation on the basis of ten (10) pre-Consolidation
shares for one (1) post-Consolidation share. Endeavour
Mining announced on November 27, 2015
that it had implemented the Consolidation effective November 27, 2015.
Endeavour Mining expects that the Consolidation will reduce the
number of outstanding shares from approximately 590,205,240
(including 41,624,417 shares which are represented by CDIs listed
on the ASX) to approximately 59,020,310.
Letters of transmittal describing the process by which
registered shareholders exchange their existingshare
certificates/DRS Advices for DRS Advices (or share certificates if
requested by the shareholder in accordance with the instructions
contained in the DRS Advices) representing the consolidated shares
will be mailed today to registered shareholders of Endeavour Mining
as of November 27, 2015.
Registered shareholders may also obtain copies of the letter
of transmittal by contacting their broker or other intermediary or
Endeavour Mining's transfer agent, Computershare Investor Services
Inc.
Shareholders who hold their shares through their broker or other
intermediary and do not have actual share certificates/DRS Advices
registered in their name will not be required to complete and
return a letter of transmittal. Any pre-Consolidation shares
owned by such shareholders will automatically be adjusted as a
result of the Consolidation to reflect the applicable number of
post-Consolidation shares owned by them and no further action is
required to be taken by such shareholders. If as a result of the
Consolidation a shareholder becomes entitled to a fractional share,
such fractions will be rounded down to the nearest whole share.
Endeavour Mining advises the key date for the Consolidation for
holders of shares listed on the TSX is as follows:
All materials
necessary to effect the Consolidation have been filed with the TSX
and, subject to TSX approval, it is expected that the Shares will
commence trading on the TSX on a consolidated basis on or about
December 2, 2015 under the symbol "EDV"
|
Endeavour Mining advises the key dates for the Consolidation for
holders of CDIs listed on the ASX are as follows:
Key
Event
|
Indicative
Date
|
Last day for trading
in pre-Consolidation CDIs
|
December 2,
2015
|
Trading in the
post-Consolidation CDIs on a deferred settlement basis
commences
|
December 3,
2015
|
Last day for
Endeavour Mining to register transfers on a pre-Consolidation
basis
|
December 7,
2015
|
First day for
Endeavour Mining to send notice of Consolidation to each CDI
holder
First day for
Endeavour Mining to register CDIs on a post-Consolidation
basis
First day for issue
of holding statements and new certificates
|
December 8,
2015
|
Issue date. Deferred
settlement market ends
Last day for CDIs to
be entered into the CDI holders' holdings
Last day for
Endeavour Mining to send notice of Consolidation to each CDI
holder
|
December 14,
2015
|
Endeavour Mining will notify the market if there are any changes
to these timetables.
ASX Delisting
Endeavour Mining previously announced its intention to delist
from the ASX on September 21,
2015. Endeavour Mining's decision to delist from the ASX is
based on the low volume of trading of its CDIs on the ASX compared
to the shares on the TSX and the decreasing number of CDIs held on
the Australian register. Since listing on the ASX in
December 2011, the CDIs held on the
Australian register have declined from approximately 53% of
Endeavour's issued share capital
to less than 7.1% on completion of the transaction with La Mancha
Holding S.àr.l., a privately-held gold investment company
controlled by the Sawiris Family.
ASX has advised that it is likely to agree to the removal of
Endeavour Mining CDIs from the official list of the ASX, subject to
certain conditions being satisfied. Refer to the Appendix of
this news release for the terms of ASX's advice.
Endeavour Mining will send each CDI holder a letter which will
provide an overview of the delisting process as well as details of
the following options which will be available to CDI holders.
Australian registered CDI holders are expected to have the
following options:
Option 1: Convert CDIs into underlying Endeavour Mining
TSX-listed shares
Convert their CDIs into the underlying Endeavour Mining shares
listed on the TSX on a 1:1 basis. The request must be received by
Computershare by March 17, 2016 and
will be effected on or before March 18,
2016.
Option 2: Sell on the ASX market before the Suspension
Date
Sell their CDIs on the ASX at any time up to and including the
Suspension Date (currently expected to be January 4, 2016) by contacting their stockbroker
or financial advisor who can arrange the sale.
Option 3: Participate in the Voluntary Share Sale
Facility
Elect to participate in the Voluntary Share Sale Facility and
sell their Endeavour Mining shares underlying their CDIs through
the Voluntary Share Sale Facility managed by Computershare.
Computershare will instruct a nominated broker to sell the shares
underlying their CDIs on the TSX from January 18, 2016 until March 18, 2016. The CDI holder will receive
the proceeds of sale (less costs and applicable taxes) in
Australian dollars (after conversion from Canadian dollars).
Option 4: Do nothing - Compulsory Share Sale Facility
If a CDI holder does not choose one of the options above, their
Endeavour Mining shares underlying their CDIs will be sold under
the Compulsory Share Sale Facility, beginning March 21, 2016 and ending April 21, 2016. Their Endeavour Mining
shares underlying their CDIs will be sold through a nominated
broker, who will sell them on the TSX and remit the proceeds of
sale (less costs and applicable taxes) in Australian dollars (after
conversion from Canadian dollars).
In the meantime, Endeavour Mining CDI holders will continue to
be able to sell their CDIs on the ASX ahead of the delisting by
instructing their stockbroker or financial advisor. If ASX
gives its approval to the ASX delisting, trading in Endeavour
Mining CDIs is expected to be suspended with effect from close of
trading on the ASX on January 4,
2016. Endeavour Mining CDI holders will not be able to trade
their CDIs on the ASX after this date. Removal of Endeavour
Mining CDIs from the official list of the ASX is expected to occur
on January 11, 2016. This means
Endeavour Mining will cease to be an ASX-listed entity as of this
date.
The following table sets out the indicative timetable for the
delisting, subject to ASX approval and subject to change.
Unless otherwise indicated, all dates are Sydney, Australia dates.
Date
|
Event
|
January 4,
2016
|
The Suspension Date -
effective date of suspension in trading of Endeavour Mining CDIs on
ASX
CDI holders will
not be able to trade their CDIs on the ASX after the close of the
ASX Market on this date
|
January 11,
2016
|
The Delisting Date -
effective date of removal of Endeavour Mining from the Official
List of the ASX
|
January 18,
2016
|
Opening date of the
Voluntary Share Sale Facility
|
March 18,
2016
|
Closing date of the
Voluntary Share Sale Facility
|
March 21,
2016
|
Opening date of the
Compulsory Share Sale Facility
|
April 21,
2016
|
Closing date of the
Compulsory Share Sale Facility
|
Endeavour Mining will notify the market if there are any changes
to these timetables.
About Endeavour Mining Corporation
Endeavour Mining is a Canadian-based intermediate gold mining
company producing 580,000 ounces per year from five mines in West
Africa. Endeavour Mining is focused on effectively managing
its existing assets to maximize cash flow as well as pursuing
organic and strategic growth opportunities that benefit from its
management and operational expertise.
On behalf of Endeavour Mining Corporation
Neil Woodyer
Chief Executive Officer
This news release contains "forward-looking statements"
including but not limited to, statements with respect to Endeavour
Mining's plans and operating performance, the estimation of mineral
reserves and resources, the timing and amount of estimated future
production, costs of future production, future capital
expenditures, and the success of exploration activities. Generally,
these forward-looking statements can be identified by the use of
forward-looking terminology such as "expects", "expected",
"budgeted", "forecasts" and "anticipates". Forward-looking
statements, while based on management's best estimates and
assumptions, are subject to risks and uncertainties that may cause
actual results to be materially different from those expressed or
implied by such forward-looking statements, including but not
limited to: risks related to the successful integration of
acquisitions; risks related to international operations; risks
related to general economic conditions and credit availability,
actual results of current exploration activities, unanticipated
reclamation expenses; changes in project parameters as plans
continue to be refined; fluctuations in prices of metals including
gold; fluctuations in foreign currency exchange rates, increases in
market prices of mining consumables, possible variations in ore
reserves, grade or recovery rates; failure of plant, equipment or
processes to operate as anticipated; accidents, labour disputes,
title disputes, claims and limitations on insurance coverage and
other risks of the mining industry; delays in the completion of
development or construction activities, changes in national and
local government regulation of mining operations, tax rules and
regulations, and political and economic developments in countries
in which Endeavour Mining operates. Although Endeavour Mining has
attempted to identify important factors that could cause actual
results to differ materially from those contained in
forward-looking statements, there may be other factors that cause
results not to be as anticipated, estimated or intended. There can
be no assurance that such statements will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not
place undue reliance on forward-looking statements. Please refer to
Endeavour Mining's most recent Annual Information Form filed under
its profile at www.sedar.com for further information respecting the
risks affecting Endeavour Mining and its business.
APPENDIX
ASX has advised Endeavour Mining that it would be likely to
agree to the removal of Endeavour Mining CDIs from the official
list of ASX as follows:
1.
|
"Subject to
resolution 2 and based solely on the information provided, on
receipt of an application for the removal of Endeavour Mining
Corporation (the "Company") from the
official list of ASX Limited ("ASX") pursuant to listing
rule 17.11, ASX would be likely to remove the Company from the
official list, on a date to be determined by ASX in consultation
with the Company, subject to compliance with the following
conditions.
|
|
1.1. The Company
sends a written or electronic communication to all holders of CHESS
Depositary Interests ("CDIs"), in form and substance
satisfactory to ASX, setting out:
|
|
|
1.1.1. the nominated
time and date at which the Company will be removed from the ASX
official list and that:
|
|
|
|
1.1.1.1. if they wish
to sell their securities on ASX, they will need to do so before
then; and
|
|
|
|
1.1.1.2. if they
don't, thereafter they will only be able to sell their securities
on-market on the other exchange or exchanges where the entity is
listed;
|
|
|
1.1.2. generally what
they will need to do if they wish to sell their securities on the
other exchange or exchanges where the Company is listed;
and
|
|
|
1.1.3. specifically,
the steps they must take to convert their CDIs to the underlying
securities before they are able to sell them on the other exchange
or exchanges where the Company is listed; and the steps that will
be taken by the CHESS Depositary Nominee if they do not convert
their CDIs to the underlying securities by a nominated
date.
|
|
1.2. The Company's
removal from the ASX official list is no earlier than one month
after the above communication has been sent to CDI
holders.
|
2.
|
Resolution 1 only
applies to 4 February 2016 and is subject to any amendments to the
listing rules or changes in the interpretation or administration of
the listing rules and policies of ASX."
|
The market will be informed once Endeavour Mining receives ASX's
decision in relation to the removal of Endeavour Mining from the
official list of ASX.
SOURCE Endeavour Mining Corporation