TIDMALS
RNS Number : 0988S
Altus Strategies PLC
12 July 2022
For immediate release
Not for release, publication or distribution, in whole or in
part, in or into any jurisdiction where to do so would constitute a
violation of the relevant laws of such jurisdiction
Altus Strategies Plc / Index (EPIC): AIM (ALS) TSX-V (ALTS)
OTCQX (ALTUF) / Sector: Mining
12 July 2022
Altus Strategies Plc
("Altus" or the "Company")
RECOMMED ALL-SHARE MERGER of EQUALS
of
ALTUS STRATEGIES PLC
and
ELEMENTAL ROYALTIES CORP.
PUBLICATION AND POSTING OF SCHEME DOCUMENT
On 14 June 2022, the Boards of Altus Strategies PLC ("Altus")
and Elemental Royalties Corp. ("Elemental") announced that they
reached agreement on the terms and conditions of a recommended
share-for-share merger of equals of Elemental and Altus with the
entire issued and to be issued share capital of Altus being
acquired by Elemental (the "Merger"). It is intended that the
Merger will be implemented by way of a court-sanctioned scheme of
arrangement under Part 26 of the Companies Act 2006 (England and
Wales). Capitalised terms in this announcement, unless otherwise
defined, have the same meanings as set out in the Scheme Document
(as defined below). All references to times in this announcement
are to London, UK times unless otherwise stated.
Publication and posting of the Scheme Document
The Altus Board is pleased to announce that a circular in
relation to the Merger (the "Scheme Document") has been published
today (subject to certain restrictions relating to persons in
Restricted Jurisdictions) on Altus' website at:
https://altus-strategies.com/elemental-merger and on Elemental's
website at
https://www.elementalroyalties.com/investors/announcement/details/
. The Scheme Document contains, amongst other things, a letter from
the Chairman of Altus, a statutory explanatory statement pursuant
to section 897 of the Companies Act, an expected timetable of
principal events, the full terms and conditions of the Scheme,
notices convening the Court Meeting and the General Meeting and
details of the actions to be taken by Scheme Shareholders and Altus
Shareholders.
Hard copies of the Scheme Document and Forms of Proxy for the
Court Meeting and the General Meeting are being posted to Altus
Shareholders today.
Copies of the Scheme Document and the Forms of Proxy will be
submitted to the UK National Storage Mechanism and the applicable
Canadian securities commissions later today and will be available
for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism and under
Altus' profile on SEDAR at www.sedar.com .
Recommendation
The Altus Board, who have been so advised by UBS as to the
financial terms of the Merger, consider the terms of the Merger to
be fair and reasonable. In providing their advice, UBS have taken
into account the commercial assessments of the Altus Board.
Accordingly, the Altus Board have unanimously approved the
Merger and unanimously recommend that the Scheme Shareholders vote
in favour of the Scheme at the Court Meeting and the resolutions to
be proposed at the General Meeting, as the Altus Directors who are
interested in Altus Shares have irrevocably undertaken to do in
respect of their own beneficial holdings (and those of their
connected persons).
UBS is providing independent financial advice to the Altus Board
for the purposes of Rule 3 of the UK Takeover Code.
Notices of the Court Meeting and the General Meeting
To become effective in accordance with its terms, the Scheme
requires, among other things, the approval of Altus Shareholders at
the Court Meeting and the General Meeting and the sanction of the
Court. The Scheme will need to be approved by a majority in number
of Scheme Shareholders present and voting (and entitled to vote),
either in person or by proxy, at the Court Meeting, representing 75
per cent. or more of the voting rights of all Scheme Shares voted
by such Scheme Shareholders, as described in the Scheme Document.
The Scheme is also subject to the satisfaction or waiver of the
other Conditions set out in the Scheme Document.
The Court Meeting and the General Meeting will both be held at
the offices of Altus at The Orchard Centre, 14 Station Road,
Didcot, Oxfordshire, United Kingdom, OX11 7LL on Monday, 8 August
2022. The Court Meeting will start at 3.00 p.m. and the General
Meeting will start at 3.15 p.m. (or as soon thereafter as the Court
Meeting has concluded or has adjourned).
Publication of Rule 15 Letters
In accordance with Rule 15 of the UK Takeover Code, participants
in the Altus Share Plan will be contacted today by way of joint
letter (the "Rule 15 Letters"). The Rule 15 Letters contain details
regarding the effect of the Scheme on participants' rights under
the Altus Share Plan and the arrangements applicable to those
participants, including details of appropriate proposals being
made, competent independent advice in relation to such proposals
and relevant dates and times.
Timetable
The expected timetable of principal events is attached as an
Appendix to this announcement. If any of the key dates set out in
the expected timetable change, an announcement will be made via a
Regulatory Information Service.
Suspension of dealings and cancellation of admission to trading
of Altus Shares
It is intended that dealings in Altus Shares (including Altus
Shares underlying the Altus ADSs) will be suspended at 7.30 a.m. on
Tuesday, 16 August 2022. It is further intended that an application
will be made to the London Stock Exchange to cancel trading in
Altus Shares on AIM and to the TSX Venture Exchange to delist Altus
Shares, and the Company will be re-registered as a private limited
company and application made to the applicable Canadian securities
commissions to cease being a reporting issuer, to take effect on or
shortly after 16 August 2022. A resolution to approve the
re-registration will be proposed at the General Meeting. The above
dates are indicative only and will depend, among other things, on
the dates upon which the High Court sanctions the Scheme.
Helpline
If you have any questions about this document, the Court Meeting
or the General Meeting or how to complete the Forms of Proxy,
please contact Altus' registrar, Computershare, between 9.00 a.m.
and 5.30 p.m. on Monday to Friday (except public holidays) on 0370
707 1884 or +44 (0) 370 707 1884 (if calling from outside the UK).
Please note that calls may be monitored or recorded and
Computershare cannot provide legal, tax or financial advice or
advice on the merits of the Scheme.
For further information you are invited to visit the Company's
website www.altus-strategies.com or contact:
+44 (0) 1235 511
Altus Strategies Plc 767
Steven Poulton, Chief Executive
+44 (0) 20 7567
UBS (Financial Adviser to Altus) 8000
Jason Hutchings
Sandip Dhillon
Frank Geary
SP Angel Corporate Finance LLP +44 (0) 20 3470
(Nominated Adviser to Altus) 0470
Richard Morrison
Adam Cowl
SP Angel Corporate Finance LLP
(Broker to Altus)
Grant Barker +44 (0) 20 3470
Rob Rees 0471
Shard Capital Partners LLP (Broker
to Altus)
Damon Heath +44 (0) 20 7186
Isabella Pierre 9927
Yellow Jersey PR (Financial PR +44 (0) 20 3004
& IR to Altus) 9512
Charles Goodwin
Henry Wilkinson
Elemental Royalties Corp. +44 (0) 7554 872
Frederick Bell, CEO and Director 794
Canaccord Genuity Limited (Financial +44 (0) 20 7523
Adviser to Elemental) 8000
Raj Khatri
James Asensio
David Sadowski
Brad Cameron
Fasken Martineau LLP is retained +44 (0) 20 7917
as legal adviser to Elemental 8500
Norton Rose Fulbright LLP is retained +44 (0) 20 7283
as UK legal adviser to Altus 6000
Further information
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer or
inducement to sell or an invitation to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of, any securities or the
solicitation of an offer to buy any securities, any vote or
approval in any jurisdiction pursuant to the Merger or otherwise,
nor shall there be any sale, issuance or transfer of securities of
Altus in any jurisdiction in contravention of applicable law. The
Merger will be implemented solely pursuant to the terms of the
Scheme Document (or, if the Merger is implemented by way of an
Offer, the Offer Document), which will contain the full terms and
conditions of the Merger, including details of what action is
required from Altus Shareholders in respect of the Merger. Any
decision in respect of, or other response to, the Merger should be
made only on the basis of the information in the Scheme Document
(or, if the Merger is implemented by way of an Offer, the Offer
Document).
Altus urges Altus Shareholders to read the Scheme Document (or,
if the Merger is implemented by way of an Offer, the Offer
Document) carefully as it will contain important information
relating to the Merger.
This announcement does not constitute a prospectus, prospectus
equivalent document or an exempted document.
Disclaimers
UBS AG London Branch ("UBS") is authorised and regulated by the
Financial Market Supervisory Authority in Switzerland. It is
authorised by the Prudential Regulation Authority and subject to
regulation by the Financial Conduct Authority and limited
regulation by the Prudential Regulation Authority in the United
Kingdom and is acting as financial adviser to Altus and for no one
else in connection with the Merger and other matters referred to in
this announcement and will not be responsible to anyone other than
Altus for providing the protections afforded to its client or for
providing advice in relation to the Merger, the contents of this
announcement or any other matters referred to in this announcement.
Neither UBS nor any of its subsidiaries, branches or affiliates
owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of UBS in
connection with any matter referred to in this announcement or
otherwise.
SP Angel Corporate Finance LLP ("SP Angel") is authorised and
regulated by the FCA in the United Kingdom and is acting as
nominated adviser and broker to Altus and for no one else in
connection with the Merger and other matters referred to in this
announcement and will not be responsible to anyone other than Altus
for providing the protections afforded to its client or for
providing advice in relation to the Merger, the contents of this
announcement or any other matters referred to in this announcement.
Neither SP Angel nor any of its subsidiaries, branches or
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of SP Angel in connection with any matter referred to in this
announcement or otherwise.
Canaccord Genuity Limited, which is authorised and regulated by
the FCA in the United Kingdom, and Canaccord Genuity Corp.
(together, "Canaccord Genuity") are acting as financial adviser to
Elemental and for no one else in connection with the Merger and
other matters referred to in this announcement and will not be
responsible to anyone other than Elemental for providing the
protections afforded to their client or for providing advice in
relation to the Merger, the contents of this announcement or any
other matters referred to in this announcement. Neither Canaccord
Genuity nor any of their subsidiaries, branches or affiliates owes
or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of
Canaccord Genuity in connection with any matter referred to in this
announcement or otherwise.
Overseas jurisdictions
The release, publication or distribution of this announcement in
or into jurisdictions other than Canada, the United States and the
United Kingdom may be restricted by law and therefore any persons
who are subject to the law of any jurisdiction other than Canada,
the United States and the United Kingdom should inform themselves
about, and observe, any applicable legal or regulatory
requirements. In particular the ability of persons who are not
citizens of and resident in Canada, the United States or the United
Kingdom to vote their Altus Shares with respect to the Scheme at
the Court Meeting, or to appoint another person as proxy to vote at
the Court Meeting on their behalf, may be affected by the laws of
the relevant jurisdictions in which they are located or of which
they are citizens. Any failure to comply with the applicable
restrictions may constitute a violation of the securities laws of
any such jurisdiction.
Relevant clearances have not been, and will not be, obtained
from the securities commission or similar regulatory authority of
any province or territory of Canada. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Merger disclaim any responsibility or liability for the
violation of such restrictions by any person.
This announcement has been prepared for the purposes of
complying with applicable English law, certain applicable
securities laws in Canada and the United States, the AIM Rules, TSX
Venture Exchange policy and the UK Takeover Code and the
information disclosed may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance
with the laws of jurisdictions outside of the UK. The Merger will
be subject to the laws of England and Wales and to the applicable
requirements of the Takeover Code and the Panel, as well as
applicable securities laws of Canada that apply to Elemental due to
its status as a "reporting issuer" in the provinces and territories
of Canada other than Quebec.
Further details in relation to Overseas Shareholders will be
contained in the Scheme Document.
No profit forecasts, estimates or quantified benefits
statements
No statement in this announcement is intended to constitute a
profit forecast, profit estimate or quantified benefits statement
for any period and no statement in this announcement should be
interpreted to mean that the earnings or future earnings per share
of or dividends or future dividends per share of Elemental or Altus
or the New Elemental Altus Group for the current or future
financial years will necessarily match or exceed the historical
published earnings or earnings per share or dividends per share of
Elemental or Altus or the New Elemental Altus Group.
Publication on a website
In accordance with Rule 26.1 of the UK Takeover Code, a copy of
this Announcement will be made available, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, on Altus' website at
www.altus-strategies.com/elemental-merger/ and Elemental's website
at www.elementalroyalties.com/investors/announcement/ by no later
than 12 noon (London time) on the first Business Day following the
date of this announcement. For the avoidance of doubt, neither the
contents of these websites nor any website accessible from
hyperlinks is incorporated into or forms part of this
announcement.
This announcement will also be available on SEDAR under Altus'
and Elemental's respective profiles at www.sedar.com .
Requesting hard copy documents
In accordance with Rule 30.3 of the UK Takeover Code, Altus
Shareholders, persons with information rights and participants in
the Altus Share Plan may request a hard copy of this announcement
by contacting Altus' registrars, Computershare Investor Services
Plc on +44 (0) 370 702 0003. Calls are charged at the standard
geographic rate and will vary by provider. Calls outside the United
Kingdom will be charged at the applicable international rate.
Computershare Investor Services Plc is open between 9.00 a.m. to
5.30 p.m., Monday to Friday excluding public holidays in England
and Wales; or (ii) by submitting a request in writing to
Computershare Investor Services Plc, The Pavilions, Bridgwater
Road, Bristol, BS13 8AE, United Kingdom. Please note that
Computershare Investor Services Plc cannot provide any financial,
legal or tax advice and calls may be recorded and monitored for
security and training purposes. For persons who receive a copy of
this announcement in electronic form or via a website notification,
a hard copy of this announcement will not be sent unless so
requested. Such persons may also request that all future documents,
announcements and information to be sent to them in relation to the
Merger should be in hard copy form.
Electronic communications
Please be aware that addresses, electronic addresses and certain
other information provided by Altus Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Altus may be provided to Elemental during the
Offer Period as required under Section 4 of Appendix 4 of the UK
Takeover Code to comply with Rule 2.11(c).
Dealing and opening position disclosure requirements
Under Rule 8.3(a) of the UK Takeover Code, any person who is
interested in one per cent. or more of any class of relevant
securities of an offeree company or of any securities exchange
offeror (being any offeror other than an offeror in respect of
which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following
the commencement of the offer period and, if later, following the
announcement in which any securities exchange offeror is first
identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) applies must be made by
no later than 3.30 p.m. (London time) on the 10th Business Day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 p.m. (London time) on the 10th Business Day
following the announcement in which any securities exchange offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange
offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the UK Takeover Code, any person who is, or
becomes, interested in one per cent. or more of any class of
relevant securities of the offeree company or of any securities
exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain
details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror, save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure
by a person to whom Rule 8.3(b) applies must be made by no later
than 3.30 p.m. (London time) on the Business Day following the date
of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
About Altus Strategies PLC
Altus Strategies (AIM: ALS, TSX-V: ALTS & OTCQX: ALTUF) is
an income generating mining royalty company, with a diversified
portfolio of production, pre-production and discovery stage assets.
The Company's differentiated approach of generating royalties on
its own discoveries in Africa and acquiring royalties globally
through financings and acquisitions with third parties has
attracted key institutional investor backing. Altus has established
a global portfolio comprising 33 royalty interests and 26 project
interests across nine countries and nine metals. The Company
engages constructively with all stakeholders, working diligently to
minimise its environmental impact and to promote positive economic
and social outcomes in the communities where it operates. For
further information, please visit www.altus-strategies.com.
Cautionary Note Regarding Forward-Looking Statements
Certain information included in this announcement, including
information relating to future financial or operating performance
and other statements that express the expectations of the Directors
or estimates of future performance constitute "forward-looking
statements". These statements address future events and conditions
and, as such, involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or
achievements to be materially different from any future results,
performance or achievements expressed or implied by the statements.
Such factors include, without limitation, the inability to obtain
shareholder, regulatory and court approvals. Readers are cautioned
not to place undue reliance on the forward-looking information,
which speak only as of the date of this announcement and the
forward-looking statements contained in this announcement are
expressly qualified in their entirety by this cautionary
statement.
Where the Company expresses or implies an expectation or belief
as to future events or results, such expectation or belief is based
on assumptions made in good faith and believed to have a reasonable
basis. The forward-looking statements contained in this
announcement are made as at the date hereof and the Company assumes
no obligation to publicly update or revise any forward-looking
information or any forward-looking statements contained in any
other announcements whether as a result of new information, future
events or otherwise, except as required under applicable law or
regulations.
TSX Venture Exchange Disclaimer
Neither the TSX Venture Exchange nor the Investment Industry
Regulatory Organisation of Canada accepts responsibility for the
adequacy or accuracy of this release.
Market Abuse Regulation Disclosure
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it
forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with
the Company's obligations under Article 17 of MAR.
APPIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Event Expected time/date
Publication of this document Tuesday 12 July 2022
--------------------------------
Latest time for lodging Forms
of Proxy for the:
--------------------------------
Court Meeting (blue Form of Proxy) 3:00 p.m.
on Thursday 4 August 2022
(1)
--------------------------------
General Meeting (white Form of 3:15 p.m.
Proxy) on Thursday 4 August 2022
(1)
--------------------------------
Scheme Voting Record Time for 10:00 p.m.
the Court Meeting and the General on Thursday 4 August 2022
Meeting (2)
--------------------------------
Elemental Shareholder Meeting 3:00 p.m.
on Monday 8 August 2022
--------------------------------
Court Meeting 3:00 p.m.
on Monday 8 August 2022
--------------------------------
General Meeting 3:15 p.m.
on Monday 8 August 2022 (3)
--------------------------------
The following dates are indicative only and are subject to
change
Court Hearing Friday 12 August 2022 (4)
--------------------------------
Last day of dealings in Altus Monday 15 August 2022 (4)
Shares on AIM and TSX-V
--------------------------------
Scheme Record Time 10:00 p.m.
on Monday 15 August 2022 (4)
--------------------------------
Suspension of dealings in Altus 7:30 a.m.
Shares on AIM and halt on trading on Tuesday 16 August 2022
in Altus Shares on TSX-V (4)
--------------------------------
Effective Date of the Scheme Tuesday 16 August 2022 (4)
--------------------------------
Delisting of Altus Shares on On or around Tuesday 16 August
TSX-V 2022 (4)
--------------------------------
Cancellation of listing of Altus 7:00 a.m.
Shares on AIM on Wednesday 17 August 2022
(4)
--------------------------------
Issue of New Elemental Shares Within 14 days of the Effective
Date
--------------------------------
Trading of New Elemental Shares Upon issuance, which shall
on TSX-V occur within 14 days of the
Effective Date
--------------------------------
New Elemental Shares registered Within 14 days of the Effective
through the DRS for New Elemental Date
Shares
--------------------------------
Elemental CDIs credited to CREST Within 14 days of the Effective
accounts (in respect of Scheme Date
Shares held in uncertificated
form on the UK Register in CREST)
--------------------------------
New Elemental Shares credited Within 14 days of the Effective
to CDS accounts (in respect of Date
Scheme Shares held in uncertificated
form on the Canadian Register
in CDS)
--------------------------------
Despatch of statements of ownership Within 14 days of the Effective
relating to New Elemental Shares Date
held through DRS (in respect
of Scheme Shares held in certificated
form or DRS form only)
--------------------------------
Latest date by which Scheme must 30 September 2022 (5) (6)
be implemented
--------------------------------
(1) It is requested that blue Forms of Proxy for the Court
Meeting be lodged not later than 48 hours (excluding any part of a
day that is not a UK Business Day) prior to the time appointed for
the Court Meeting. Blue Forms of Proxy for the Court Meeting not so
lodged may be handed to a representative of Computershare on behalf
of the Chair of the Court Meeting, or to the Chair of the Court
Meeting, before the start of the Court Meeting.
If white Forms of Proxy for the General Meeting are not returned
by such time, they will be invalid unless such Meeting is adjourned
for not more than 48 hours (excluding any part of a day that is not
a UK Business Day), in which case white Forms of Proxy for the
General Meeting may be lodged not later than 48 hours (excluding
any part of a day that is not a UK Business Day) before the time
fixed for the adjourned General Meeting. Please see "Action to be
taken" on page 2.
(2) If either Shareholder Meeting is adjourned, the voting
record time for the relevant adjourned meeting will be 10:00 p.m.
on the day which is two UK Business Days prior to the time of the
adjourned meeting.
(3) Or as soon thereafter as the Court Meeting shall have concluded or been adjourned.
(4) These dates are indicative only and will depend, among other
things, on the date upon which: (i) the Conditions are satisfied or
(where applicable) waived, (ii) the Court sanctions the Scheme, and
(iii) the Scheme Court Order sanctioning the Scheme is delivered to
the Registrar.
(5) This is the latest date by which the Scheme may become
effective unless Altus and Elemental agree, and the Panel and, if
required, the Court, permits, a later date.
(6) All dates and times are based on Altus' and Elemental's
current expectations and are subject to change. Altus will announce
any changes to these expected dates or times to the Altus
Shareholders through a Regulatory Information Service. All
references in this document to times are to times in London, United
Kingdom unless otherwise stated.
**END**
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END
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