TIDMGGG
RNS Number : 0961U
GGG Resources PLC
16 December 2011
GGG Resources plc
(the "Company" or "GGG")
Notices of General Meetings
Posting of Scheme Document
Notice of Intention to Delist GGG from AIM and ASX and readmit
Australian Incorporated Holding Company
December 16, 2011
-- Scheme Circular detailing the acquisition of GGG's entire
share capital by Bullabulling Gold Limited has been posted to
shareholders.
-- The Court Meeting will take place on 9 January 2012 at 10:00,
followed by the General Meeting.
-- The Effective Date of the Scheme is 29 February 2012 followed
by the cancellation of GGG's listing on AIM and ASX on 2 March
2012.
-- This will be immediately followed by the admission of
Bullabulling Gold Limited to AIM and ASX.
-- The Scheme is supported by GGG's Directors, Auzex and GGG's largest shareholder.
GGG today announces further details of the proposed merger to
take place between GGG and Auzex. The first step will be effected
by a scheme of arrangement which will involve GGG's acquisition by
Bullabulling Gold Limited ("BBG"), an Australian incorporated
company. As a result of this the trading of GGG shares on AIM and
DIs on the ASX will be cancelled and shares in BBG will be admitted
to trading on the ASX and DIs representing shares in BBG will be
admitted to AIM.
The Company has today posted a Scheme Circular setting out full
details of the proposed change of capital structure and a notice
convening the meetings necessary to effect the changes described
therein. The Scheme Circular will be made available on the
Company's website later today.
The Court Meeting and the General Meeting will be held at the
offices of Cobbetts LLP, 70 Gray's Inn Road, London WC1X 8BT at
10:00 a.m. and 10:15 a.m. respectively (or, in the case of the
General Meeting, if later, as soon as the Court Meeting has been
concluded or adjourned) on 9 January 2012. For the Scheme to become
effective the resolutions to be proposed at both these meetings
must be passed by the requisite majorities. Notices of the GGG
Meetings are set out in Part Eight of the Scheme Circular.
The Court Meeting is a meeting of the shareholders of GGG, which
has been convened by Court order and will be held at the offices of
Cobbetts LLP, 70 Grays Inn Road, London WC1X 8BT. The sole purpose
of the Court Meeting is to seek the approval of GGG Shareholders
for the Scheme.
The General Meeting, which will be held immediately after the
Court Meeting, is being called to enable GGG Shareholders to vote
on approving certain elements of the Scheme and various matters in
connection with the Scheme including the cancellation of the
admission of the GGG Shares from trading on AIM.
Introduction
On 30 August 2011 GGG announced the signing of a binding heads
of agreement with Auzex to combine the companies' 50/50 interests
in the Bullabulling Project such that they will be held by a single
Australian domiciled corporate entity listed on AIM and the ASX.
The formal MIA was subsequently executed on 17 September 2011.
GGG and Auzex intend to implement this merger firstly by a
scheme of arrangement under the Act, by which a newly incorporated
Australian domiciled company, BBG, will become the dual listed
holding company of GGG (the "Scheme"), and, subsequently, by way of
an Australian scheme of arrangement under the Corporations Act, by
which BBG will become the holding company of Auzex (the "Australian
Share Scheme").
The end result, assuming both the Scheme and the Australian
Share Scheme are approved, will be for BBG to own 100% of the
Bullabulling Project through its ownership of GGG and Auzex.
In addition, Auzex will:
(i) transfer its non Bullabulling assets (including its GGG
Shares) into a new company, whose shares are to be issued to Auzex
shareholders in proportion to their existing Auzex shareholding
("Spin Out"); and
(iii) complete an Australian scheme of arrangement whereby Auzex
option holders will exchange their Auzex options for equivalent
options in BBG ("Australian Option Scheme").
Further details in relation to the Spin Out, Australian Share
Scheme and Australian Option Scheme (the latter two together being
the "Australian Schemes") are provided in the Scheme Circular.
The Proposals as set out in the Scheme Circular, which relate to
the Scheme in the UK, are not conditional upon the Spin Out or the
Australian Schemes becoming effective and Auzex thereby being
acquired by BBG. In the event that, for whatever reason, the
Australian Schemes do not become effective, but the Proposals are
implemented, the GGG Shareholders will continue to hold the same
percentage interest in GGG's assets, albeit through a dual listed
Australian domiciled company, being BBG.
In the event that the Spin Out and Australian Schemes become
effective, which will depend upon, amongst other things, the
shareholders of Auzex voting in favour of the Spin Out and
Australian Schemes, GGG Shareholders' percentage holding in BBG
will be reduced to half of their percentage holding in GGG
(adjusted for certain factors as set out below) but they will, as a
result of the merger, hold an interest in the entirety of the
Bullabulling Project.
The Directors are unanimously recommending that GGG Shareholders
vote in favour of the Scheme at the Court Meeting and the
resolution to facilitate it to be proposed at the General Meeting,
as the Directors have irrevocably undertaken to do in respect of
their own beneficial holdings, and those of certain persons
connected with them (within the meaning of Part 22 of the Act), of,
in aggregate, 11,587,661 GGG Shares, representing approximately
6.97per cent. of the existing issued share capital of GGG.
Summary of the Scheme
Under the terms of the Scheme, all Scheme Shares and CDIs will
be cancelled and, upon the Scheme becoming Effective, Scheme
Shareholders and CDI Holders will be entitled to receive one New
BBG Share for every Scheme Share held. It is intended that the New
BBG Shares will be admitted to trading on AIM and the ASX as soon
as practicable following implementation of the Scheme.
The New BBG Shares to be issued under the Scheme will be
allotted and issued credited as fully paid. An application will be
made for the admission of the New BBG Shares to trading on each of
AIM and ASX. The New BBG Shares will rank pari passu in all
respects with the BBG Shares in issue at the time such New BBG
Shares are allotted and issued, including the right to receive and
retain dividends and other distributions declared, made or paid
after the Effective Date.
The Scheme is conditional upon:-
(i) its approval on a poll by a majority in number representing
not less than 75% in value of the Scheme Shareholders who are on
the register of members of GGG at the Voting Record Time, present
and voting, whether in person or by proxy, at the Court Meeting (or
any adjournment thereof);
(ii) the resolution set out in the notice of General Meeting
required to approve and implement the Scheme and to approve certain
related matters being duly passed by the requisite majority at the
General Meeting (or any adjournment thereof);
(iii) the sanction (with or without modification (but subject to
such modification being acceptable to GGG)) of the Scheme and the
confirmation of the Capital Reduction by the Court;
(iv) an office copy of the Order and of the Statement of Capital
being delivered for registration to the Registrar of Companies;
and
(v) BBG obtaining conditional approval for the admission to
trading of BBG shares on ASX and AIM.
Assuming that no GGG Shares or BBG Shares are issued in the
period from the date of this announcement to the Effective Date,
Scheme Shareholders will hold in aggregate 166,280,298 New BBG
Shares, representing 100 per cent. of the issued share capital of
BBG.
Upon the Scheme becoming Effective:
(i) the Scheme Shares will be cancelled and in their place new
ordinary shares in the capital of GGG will be issued to BBG,
whereupon dealings in GGG Shares will cease and GGG will become a
wholly-owned subsidiary of BBG;
(ii) the New BBG Shares (or BBG DIs) due to each GGG Shareholder
pursuant to the Scheme will be issued to each GGG Shareholder
within 14 days of the Effective Date; and
(iii) the New BBG Shares will be issued credited as fully paid
and will rank pari passu in all respects with the BBG Shares in
issue on the Effective Date, including the right to receive and
retain dividends and other distributions declared made or paid by
reference to a record date falling after the Effective Date.
Details of the rights attaching to the New BBG Shares are set out
in Part Four of the Scheme Circular.
GGG currently has in issue the GGG Warrants and the GGG Options.
GGG is seeking to enter into the Option Exchange Arrangements with
all GGG Option holders, but may not be able to do so prior to the
Effective Date. To the extent GGG is unable to negotiate
arrangements with particular GGG Option holders, the GGG Options
held by those Option holders will not be cancelled. Instead, they
will continue after the Effective Date, but must be exercised
within 6 months (or if earlier, on the date upon which they would
otherwise lapse) and, if exercised, will be converted into BBG
Shares pursuant to the proposed new Article 47 to be inserted in to
the Articles, subject to the passing of the Resolution to be
proposed at the General Meeting.
Holders of GGG Warrants will need to exercise their GGG Warrants
before they expire, as they will lapse prior to the Effective
Date.
It is intended that the New BBG Shares will be fully paid and
rank equally with BBG's other issued fully paid ordinary shares
from their date of issue. An application will be made to the ASX
for quotation of New BBG Shares on the ASX and to AIM for admission
to trading of the New BBG Shares (or depositary interests
representing such New BBG Shares).
It is anticipated that GGG Shareholders who hold their GGG
Shares in CREST will receive depositary interests representing the
New BBG Shares that they are entitled to ("BBG DIs"). GGG
Shareholders who hold their GGG Shares in certificated form, and
CDI Holders, will receive BBG Shares directly. It is intended that
application will be made for the New BBG Shares to be admitted to
trading on AIM and the ASX. As BBG will be an Australian
corporation, the New BBG Shares will trade on the ASX, with the BBG
DIs being admitted to CREST.
Background to, and reasons for, the Directors recommending the
scheme and the capital reduction
GGG and Auzex each own 50% of the Bullabulling Project that they
operate as an unincorporated joint venture.
Following negotiations, GGG entered into a merger Implementation
Agreement dated 17 September 2011 with Auzex whereby the parties
agreed to merge through the creation of an Australian incorporated
company, Bullabulling Gold Limited (BBG) which:
(i) will hold, directly or indirectly, 100% of the Bullabulling Gold Project;
(ii) will be owned 50% by GGG Shareholders and 50% by Auzex
shareholders, subject to adjustment to reflect GGG's shareholding
in Auzex at the time of the merger; and
(iii) will be listed on both the ASX and AIM.
Accordingly, GGG is now proposing a scheme of arrangement under
Part 26 of the Act whereby:
(i) all of GGG's shares would be cancelled by way of a reduction
of capital and the New GGG Shares issued to BBG pursuant to a
capitalisation of the resulting reserve; and
(ii) GGG's shareholders would receive ordinary shares in BBG on
a one-for-one basis equivalent to their shareholdings in GGG.
The Scheme is the first stage of the implementation of the
proposed merger of GGG and Auzex pursuant to the MIA. However, the
implementation of the Scheme is not dependent or conditional upon
any further steps in the proposed merger. GGG intends to implement
the Scheme (subject to the above conditions being satisfied)
regardless of whether the proposed merger with Auzex is
completed.
The commercial rationale for proceeding with the Scheme,
regardless of whether the merger with Auzex is completed, is that
the Directors have, in any case, determined that it is in the best
interests of GGG to have an Australian parent company, as GGG's
primary asset is in Australia and this will give GGG greater access
to Australian equity and debt finance.
The second stage of the proposed merger involves:
(i) the Spin Out;
(ii) the Australian Share Scheme; and
(ii) the Australian Option Scheme.
Under the Australian Share Scheme, the intention is that Auzex
shareholders (other than GGG) will receive BBG Shares resulting in
those persons having a percentage shareholding in BBG equal to 50%
of their percentage shareholding in Auzex, thereby retaining the
same economic interest in Bullabulling as they hold immediately
before the Australian Share Scheme takes effect.
In addition, under the Australian Share Scheme, the intention is
that Auzex shareholders will acquire 50% of the issued shares of
BBG after the merger (and thereby dilute existing BBG Shareholders
by 50%), adjusted to allow for the fact GGG will retain its
substantial shareholding in Auzex (which will include any Auzex
shares acquired as part of the cash balancing adjustment as
discussed below). The exact number of BBG Shares to be issued to
each Auzex shareholder is determined by a formula contained in the
MIA that accounts for GGG's shareholding in Auzex.
For example, if GGG holds 10% of Auzex's shares at the time the
Australian Schemes take effect (which equates to a 5% shareholding
in BBG after the merger), Auzex shareholders (other than GGG) will
be issued BBG Shares totalling 45% of BBG's issued share capital
after the merger. As a result, existing BBG shareholders holdings
will be adjusted such that together they hold 55% of BBG's issued
shares capital after the merger.
The merger is intended to be a merger of equals. However, GGG is
expected to have more cash (and cash equivalents) on hand when the
Australian Schemes take effect, and will have a substantial
shareholding in Auzex. Shortly before the record date for the
Australian Schemes, there will be a cash balancing adjustment to
ensure that GGG and Auzex have materially the same net cash
position on the Australian Schemes taking effect. This is to be
achieved by GGG using its excess cash holdings to subscribe for
Auzex shares. GGG currently holds 10,266,667 Auzex shares totalling
approximately 7.93% of Auzex's issued shares, which it will retain
after the proposed merger with Auzex, along with Auzex shares
acquired as part of the cash balancing.
In relation to the Scheme, each Scheme Shareholder will receive
the same number of New BBG Shares under the Scheme as they
currently hold of GGG Shares.
GGG and Auzex have agreed that their interests in the
Bullabulling Project must be consolidated either directly or
indirectly into a single Australian domiciled entity in order
to:
-- unlock substantial shareholder value;
-- focus management time on the development of the Bullabulling Project;
-- capitalise on the current high gold price;
-- attract new management; and
-- attract further equity and debt finance for the Bullabulling
Project (on improved terms).
With the completion of the Scheme and Australian Schemes, the
parties will have achieved their commercial objective of
consolidation as BBG will:
-- hold, indirectly, 100% of the Bullabulling Project;
-- will be owned 50% by GGG Shareholders and 50% by Auzex
shareholders, subject to adjustment to reflect GGG's shareholding
in Auzex at the time of the merger; and
-- be listed on the ASX and AIM.
Further information relating to Auzex
Prior to the proposed acquisition of Auzex by BBG, Auzex is
intending to complete the Spin Out. The purpose of this divestment
is to allow the merger under the Australian Schemes to proceed as a
merger of equals (other than in respect of GGG's shareholding in
Auzex).
As at the date of the Scheme Circular Auzex holds 7,022,472 GGG
Shares representing 4.22 per cent. of the issued share capital of
GGG. Under the proposed terms of the Spin Out, these GGG Shares
will be transferred on 21 December 2011 to the new company Auzex
Exploration Limited.
On 2 November 2011 Auzex announced a renounceable pro-rata
entitlement offer to each of its eligible shareholders on the basis
of 1 new Auzex share for every 5 Auzex shares held at an Offer
Price of $0.24 per new Auzex share. The offer, which closed on 30
November 2011 was underwritten and raised AUD$4.6 million (before
costs). This is in addition to a placing made to sophisticated and
institutional investors that closed on 28 October 2011 and raised
approximately $3.4 million before offer costs.
It is emphasised that while GGG and Auzex have agreed the terms
of the merger, the final ratios of the merger are subject to change
prior to the completion of the Australian Schemes.
Expected Timetable of Principal Events
The following indicative timetable sets out expected dates for
the implementation of the Scheme. The times are all stated as
GMT.
Date and/or Time Event
10:00 a.m. on 5 January Latest time for lodging CDI Voting Instruction
2012 Form for the Court Meeting
10:15 a.m. on 5 January Latest time for lodging CDI Voting Instruction
2012 Form for the General Meeting
10:00 a.m. on 7 January Latest time for lodging blue Forms of
2012 Proxy for the Court Meeting(1)
10:15 a.m. on 7 January Latest time for lodging white Forms of
2012 Proxy for the General Meeting(1)
6:00 p.m. on 7 January Voting Record Time for the Court Meeting
2012 and the General Meeting(2)
10:00 a.m. on 9 January Court Meeting
2012
10:15 a.m. on 9 January General Meeting
2012
10:00 a.m. on 12 January Directions hearing for Capital Reduction
2012
22 February 2012 Last day of dealing in CDIs on ASX.
4:30 p.m. on 28 February Disablement of GGG Shares in CREST
2012
6:00 p.m. on 28 February Scheme Record Time
2012
7:30 a.m. on 29 February Suspension of listing and dealings in
2012 GGG Shares on AIM
29 February 2012 Court Hearing (to sanction the Scheme
and to confirm the Capital Reduction)
29 February 2012 Effective Date of the Scheme
2 March 2012 Issue and allotment of New BBG Shares
7:00am on 2 March 2012(2) Cancellation of admission of GGG Shares
to trading on AIM
7:00am on 2 March 2012(2) Commencement of dealings in the New BBG
Shares on AIM and settlement through
CREST in respect of new BBG DIs
5:00p.m. (WST) 2 March Termination of quotation of the CDIs
2012(2) on ASX
5:00p.m. (WST) 2 March De-listing of GGG from the Official List
2012(2) of the ASX
7 March 2012 Date for dispatch of holding statements
in respect of New BBG Shares
10 March 2012(2) Commencement of quotation of New BBG
Shares on ASX
Dr. Jeffrey Malaihollo Westhouse Securities Limited (UK Nominated
MD, GGG Resources plc (UK) Adviser)
Tel: + 44 1992 531820 Tom Price / Martin Davison
Email: www.gggresources.com Tel: + 44 20 7601 6100
Neil Boom Collins Stewart Europe Limited (Broker)
MD, Gresham PR Ltd (UK). John Prior / Adam Miller
Tel: + 44 7866 805 108 Tel: + 44 20 7523 8350
-------------------------------------------
David McArthur David Brook
GGG Resources plc (Australia) Professional Public Relations (Australia
41 Stirling Highway media)
Nedlands, WA 6009 T: +61 8 9388 0944/ +61 433 112 936
Australia E: david.brook@ppr.com.au
Tel: +61 8 9423 3200
-------------------------------------------
Definitions
"A Ordinary Share" the one A Ordinary Share of 2 pence to be
issued to BBG subject to the resolution
to be proposed at the General Meeting being
passed;
"Act" the Companies Act 2006, as amended, including
any statutory modification or re-enactment
thereof for the time being in force;
"Admission" together the AIM Admission and the ASX Admission;
"AIM" the AIM market of the London Stock Exchange;
"AIM Admission" admission of the New BBG Shares to trading
on AIM becoming effective in accordance
with Rule 6 of the AIM Rules;
"AIM Rules" the rules of the London Stock Exchange for
AIM companies and their nominated advisers
governing admission to and operation of
AIM, as amended from time to time;
"ASIC" The Australian Securities and Investments
Committee
"ASX" ASX Limited (ACN 008 624 691) or the Australian
Securities Exchange (as the context requires);
"ASX Admission" admission of the New BBG Shares to trading
on the ASX becoming effective;
"ASX Listing Rules" the listing rules of the ASX;
"Australian Share shall have the meaning ascribed to it in
Scheme" paragraph 1 of Part One of the Scheme Circular;
"Australian Option shall have the meaning ascribed to it in
Scheme" paragraph 1 of Part One of the Scheme Circular;
"Australian Schemes" together the Australian Share Scheme and
the Australian Option Scheme;
"Auzex" Auzex Resources Limited a company registered
in Australia with registered number ACN
106 444 606;
"Australia" the Commonwealth of Australia and its dependent
territories;
"BBG" Bullabulling Gold Limited a public company
incorporated in Australia and registered
in Western Australia, with registered number
ACN153 234 532;
"BBG DIs" Shall have the meaning ascribed in paragraph
19 of Part Two of the Scheme Circular;
"BBG Options" options to be issued by BBG pursuant to
the BBG Option Deed;
"BBG Optionholder(s)" the holders of BBG Options;
"BBG Executive Option the option plan approved by the board of
Plan" or "Plan" Directors of BBG on 12 December 2011, further
details of which are set out in paragraph
8 of Part Four of the Scheme Circular;
"BBG Shares" Ordinary shares of no par value in the capital
of BBG;
"Bullabulling" or the Bullabulling gold deposit located in
"Bullabulling Project" the Coolgardie region of Western Australia,
including the tenements thereon and associated
mine assets acquired by GGG and Auzex under
the Bullabulling Sale and Purchase Agreement;
"Bullabulling Sale the agreement summarised in paragraph 10
and Purchase Agreement" of Part Four of the Scheme Circular;
"Board" or "Directors" the board of directors of GGG as at the
date of the Scheme Circular;
"Business Day" a day (excluding a Saturday, a Sunday or
a public holiday) on which banks are open
for normal business in London;
"Cancellation" The cancellation of the admission to trading
of the GGG Shares to treading on AIM;
"Capital Reduction" the reduction in capital of GGG provided
for in clause 1.1 of the Scheme;
"certificated" or a share or other security which is not in
"in certificated uncertificated form (that is, not in CREST
form" or CHESS);
"CDI" CHESS Depositary Interest representing a
unit of beneficial ownership in the GGG
Shares registered in the name of CHESS Depositary
Nominees Pty Ltd;
"CDI Depository" CHESS Depository Nominees Pty Ltd;
"CDI Holder" a registered holder of a CDI;
"CDI Registrar" Computershare Investor Services Pty Ltd;
"CHESS" the Clearing House Electronic Subregister
System operated by the ASX Settlement Corporation,
a wholly owned subsidiary of the ASX;
"Computershare" or Computershare Investor Services PLC;
"Registrars"
"City Code" or "Takeover the City Code on Takeovers and mergers;
Code"
"Corporations Act" Australian Corporations Act 2001 (Cth);
"Court" the High Court of Justice in England and
Wales;
"Court Hearing" the hearing of the Court of the claim form
to sanction the Scheme under section 899
of the 2006 Act to confirm the Capital Reduction
under section 648 of the Act;
"Court Meeting" the meeting of the Scheme Shareholders convened
by order of the Court pursuant to section
896 of the 2006 Act (notice of which is
set out in Part Eight of the Scheme Circular)
to consider and, if thought fit, approve
the Scheme (with or without amendment),
including any adjournment thereof;
"CREST" the computerised settlement system to facilitate
the transfer of title to shares in uncertificated
form, operated by Euroclear;
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001/3755), including any modifications
thereof or any regulations in substitution
therefor and for the time being in force;
"Dealing Day" a day on which the London Stock Exchange
is open for business in the trading of securities
admitted to AIM;
"Disclosure and Transparency The Disclosure and Transparency Rules set
Rules" out in the Financial Services Authority
Handbook
"Effective" the Scheme having become effective pursuant
to its terms;
"Effective Date" the date on which the Scheme becomes Effective;
"Euroclear" Euroclear UK & Ireland Limited;
"Explanatory Statement" the explanatory statement (in compliance
with section 897 of the 2006 Act) relating
to the Scheme, as set out in in the Scheme
Circular;
"Forms of Proxy" the blue form of proxy for use at the Court
Meeting and the white form of proxy for
use at the General Meeting;
"General Meeting" the general meeting of GGG Shareholders
(and any adjournment thereof) convened to
consider and, if thought fit, to approve
certain resolution in connection with the
Scheme and the Capital Reduction;
"GGG" orthe "Company" GGG Resources plc, a public company incorporated
in England and Wales with registered number
05277251;
"GGG Articles" the articles of association of GGG as at
the date of the Scheme Circular;
"GGG Group" GGG and its subsidiaries as set out in paragraph
2 of Part Four of the Scheme Circular;
"GGG Notice of General the notice set out in the Scheme Circular
Meeting" convening the General Meeting;
"GGG Meetings" the Court Meeting and the General Meeting;
"GGG Options" options to subscribe for GGG Shares granted
pursuant to the GGG Option Scheme, further
details of which are set out in paragraph
7 of Part Four of the Scheme Circular;
"GGG Option Scheme" GGG's Unapproved Share Option Scheme adopted
by the Board on 14 March 2005;
"GGG Option Scheme the rules of the GGG Option Scheme:
Rules"
"GGG Shareholder(s)" the registered holders of GGG Shares;
"GGG Shares" ordinary shares of 2 pence each in the capital
of GGG;
"GGG Warrants" warrants issued by GGG pursuant to the GGG
Warrant Deed;
"GGG Warrant Deed" a warrant deed dated 15 July 2010 each to
subscribe for one GGG Share at a price of
12.6 pence at any time from the date of
issue until 12 January 2012;
"HMRC" Her Majesty's Revenue & Customs;
"holder" a registered holder and includes and person(s)
entitled by transmission;
"Hearing Date" the date of the Court Hearing;
"Indicated Mineral an accumulation of mineral(s) sampled by
Resource" drill holes, underground openings, or other
sampling procedures at locations too widely
spaced to ensure continuity but close enough
to give a reasonable indication of continuity
and where geoscientific data are known with
a reasonable level of continuity;
"Inferred Mineral an accumulation of mineral(s), inferred
Resource" from geoscientific evidence, drill holes,
underground openings or other sampling procedures,
and before testing and sampling information
is sufficient to allow a more reliable and
systematic estimation;
"JORC" or "JORC Code" the Australasian Code for Reporting of Exploration
Results, Mineral Resources and Ore Reserves,
published by the Joint Ore and Resource
Committee and setting minimum standards
for public reporting in Australia and New
Zealand of exploration results, mineral
resources and ore reserves;
"London Stock Exchange" London Stock Exchange plc;
"Long Stop Date" 30 June 2012;
"MIA" The merger implementation agreement dated
17 September 2011 between (1) GGG and (2)
Auzex (as amended);
"New BBG Shares" such BBG Shares as are issued by BBG (credited
as fully paid) pursuant to the Scheme and
which will rank paripassu in all respects
with the existing BBG Shares;
"New GGG Shares" new ordinary shares of 2 pence each in the
capital of GGG to be created in accordance
with Clause 1.2 of the Scheme and having
the rights set out in the special resolution
creating such shares;
"Option Exchange Shall bear the definition set out in paragraph
Arrangements" 5 of Part Oneof the Scheme Circular;
"Order" the order of the Court sanctioning the Scheme
under section 899 of the 2006 Act and the
Capital Reduction under section 648 of the
Act;
"Overseas Shareholders" Scheme Shareholders whose registered address
at the Scheme Record Time is outside the
United Kingdom, Australia or New Zealand;
"Proposals" the proposal made to GGG Shareholders relating
to the Scheme;
"Registrar of Companies" the Registrar of Companies in England and
Wales;
"Scheme" or "Scheme the proposed scheme of arrangement under
of Arrangement" sections 895 to 901 of the 2006 Act between
GGG and the GGG Shareholders, as set out
in Part Three of the Scheme Circular, with
or subject to any modification, addition
or condition approved or imposed by the
Court and agreed to by GGG;
"Scheme Record Time" 6.00 p.m. on the Dealing Day immediately
preceding the Hearing Date;
"Scheme Shareholders" the holders of Scheme Shares in the register
of members of GGG at the Scheme Record Time;
"Scheme Shares" the GGG Shares:
(i) in issue at the date of the Scheme Circular;
(ii) (if any) issued after that date and
before the
Voting Record Time; and
(iii) (if any) issued at or after the Voting
Record Time but on or before the Scheme
Record Time either on terms that the original
or any subsequent holder thereof shall be
bound by the Scheme or in respect of which
the holder thereof shall have agreed in
writing by such time to be bound by the
Scheme;
In each case excluding the A Ordinary Share;
"Spin Out" shall have the meaning ascribed to it in
paragraph 1 of Part Oneof the Scheme Circular;
"Statement of Capital the statement of capital (approved by the
" Court) in connection with the Capital Reduction
in accordance with section 649 of the Act;
"subsidiary" has the meaning given in section 1159 of
the Act;
"subsidiary undertaking" has the meaning given in section 1162 of
the Act;
"Sunset Date" 1 March 2012 or such other date as agreed
by GGG and Auzex;
"third party" includes person, thing, company or body;
"UK" or "United Kingdom" the United Kingdom of Great Britain and
Northern Ireland;
"uncertificated" a share or other security title to which
or "in uncertificated is recorded on the relevant register as
form" being held in uncertificated form in CREST
and title to which may, by virtue of the
CREST Regulations, be transferred by means
of CREST;
"US" or "United States" the United States of America, its territories
and possessions, any state of the United
States of America and the District of Columbia,
and all other areas subject to its jurisdiction;
"US Securities Act" the Securities Act of 1933 of the United
States, as amended, and the rules and regulations
promulgated thereunder; and
"Voting Record Time" 6.00 p.m. on the day which is two days before
the date of the Court Meeting or, if the
Court Meeting is adjourned, 48 hours before
the time set for any such adjourned meeting.
All references to time in this announcement are to London time
unless the contrary is indicated.
A reference to "GBP" is to pounds sterling, the lawful currency
for the time being of the UK.
A reference to "AUS$" is to Australian dollars, the lawful
currency for the time being of Australia.
Any reference to any provision of any legislation shall include
any amendment, modification, re-enactment or extension thereof.
Words importing the singular shall include the plural and vice
versa, and words importing the masculine gender shall include the
feminine or neutral gender.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCLLFERFTLELIL
GGG Resources (LSE:GGG)
Historical Stock Chart
From Nov 2024 to Dec 2024
GGG Resources (LSE:GGG)
Historical Stock Chart
From Dec 2023 to Dec 2024
