TIDMMIO
RNS Number : 1851M
Minco PLC
26 July 2017
MINCO SHAREHOLDERS APPROVE SCHEME OF ARRANGEMENT
FOR DALRADIAN OFFER AND DEMERGER OF BUCHANS
* Minco plc Sale of Curraghinalt Royalty
* Recommended Offer for Minco plc by Dalradian
Resources Inc and
* Demerger of Buchans to Minco Shareholders
* Results of Court Meeting and EGM
--------------------------------------------------------------
Dublin: 26 July 2017: Minco Plc (AIM - "MIO") is pleased to
announce that at meetings of its shareholders held earlier today
the Minco Shareholders voted in favour of the resolution to approve
the Scheme of Arrangement implementing the recommended Offer by
Dalradian for all of the share capital of Minco and the Demerger of
its wholly owned subsidiary Buchans Resources Limited to Minco
Shareholders by way of a transfer in specie.
On 1 June 2017, the Board of Minco plc announced that it had
reached agreement with Dalradian Resources Inc. ("Dalradian") on
the terms of the disposal of Minco's 2% net smelter return royalty
on the Curraghinalt gold deposit in County Tyrone, Northern Ireland
("Royalty"), which is currently being developed by Dalradian
("Royalty Disposal").
The Royalty Disposal is being effected by means of a recommended
share for share acquisition by Dalradian of the entire issued and
to be issued share capital of Minco (the "Offer") which will be
implemented by means of a scheme of arrangement, under Chapter 1 of
Part 9 of the Companies Act 2014 of Ireland (the "Scheme").
As part of the Scheme it is also proposed that Minco will
undertake a demerger of its wholly owned subsidiary Buchans
Resources Limited ("Buchans") to Minco Shareholders by way of a
transfer in specie (the "Demerger") so that on the completion of
the Offer the only asset held by Minco will be the Royalty. Buchans
is a Canadian registered company which holds directly or indirectly
all of the assets of Minco other than the Royalty.
Full details of the Resolutions passed are set out in the
notices of the Court Meeting and Extraordinary General Meeting
("EGM") contained in the scheme document published by Minco on 28
June 2017 (the "Scheme Document"). Except as otherwise defined
herein, capitalised terms used but not defined in this announcement
have the same meanings as given to them in the Scheme Document.
The detailed voting results in relation to the Court Meeting and
the EGM are summarised below.
Voting results of the Court Meeting
At the Court Meeting, a majority in number of Minco Shareholders
who voted (either in person or by proxy), representing 99.9988 per
cent. by value of those Minco Shares voted, voted in favour of the
resolution to approve the Scheme and accordingly the Scheme was
therefore approved by the required majorities, being a majority in
number representing three-fourths in value of the Minco
Shareholders present and voting either in person or by proxy.
Voting results of the EGM
At the EGM, all of the Resolutions to implement or facilitate
the objects of the Scheme, as set out in the notice of the EGM in
the Scheme Document, were duly passed by the required
majorities.
Effective Date and Timetable
Completion of the Offer and Demerger remains subject to
satisfaction or waiver of the other Conditions set out in the
Scheme Document including the sanction by the Court of the Scheme
at the Court Hearing.
The expected timetable of principal events for the
implementation of the Scheme is set out on page 7 of the Scheme
Document. It is expected that an application will shortly be made
to the High Court to fix the date of the Court Hearing to sanction
the Scheme on a date in August 2017. Once this date has been fixed,
Minco will give notice of this date by issuing an announcement
through a Regulatory Information Service. Such announcement will,
subject to certain restrictions, also be available on the Minco
website at www.mincoplc.com.
Enquiries: Minco PLC
John F. Kearney: Chairman & Chief Executive +1 416 362 6686
Danesh Varma: CFO & Company Secretary +44 (0) 8452 606 034
Peter McParland: Director - Ireland +353 (0) 46 907 3709
info@mincoplc.com
Davy Corporate Finance (Financial + 353 1 679
adviser to Minco) 6363
John Frain
Daragh O'Reilly
Important Notices
The Minco Directors accept responsibility for the information
contained in this announcement. To the best of the knowledge and
belief of the Minco Directors (who have taken all reasonable care
to ensure that such is the case) the information contained in this
announcement for which they are responsible is in accordance with
the facts and does not omit anything likely to affect the import of
such information.
Davy Corporate Finance, which is authorised and regulated in
Ireland by the Central Bank of Ireland, is acting for Minco and no
one else in relation to the Offer and the Demerger and will not be
responsible to anyone other than Minco for providing the
protections afforded to clients of Davy Corporate Finance nor for
providing advice in relation to the Offer and the Demerger or any
other matter referred to herein.
This announcement is not intended to, and does not, constitute
an offer or an invitation to purchase or subscribe for any
securities or the solicitation of an offer to purchase any
securities, pursuant to the Offer, the Demerger or otherwise.
The distribution of this announcement in or into certain
jurisdictions may be restricted by the laws of those jurisdictions.
Accordingly, copies of this announcement and all other documents
relating to the Offer, the Demerger and/or the Scheme are not
being, and must not be, released, published, mailed or otherwise
forwarded, distributed or sent in, into or from any Restricted
Jurisdiction. Persons receiving such documents (including, without
limitation, nominees, trustees and custodians) should observe these
restrictions. Failure to do so may constitute a violation of the
securities laws of any such jurisdiction.
Shareholders are advised to read the Scheme Document because it
contains important information relating to the Offer and the
Demerger. Any response in relation to the Offer and the Demerger
should be made only on the basis of the information contained in
the Scheme Document or any document by which the Offer, the
Demerger and/or the Scheme are made.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Irish Takeover Panel
Act, 1997, Takeover Rules 2013 (the "Takeover Rules"), if any
person is, or becomes, 'interested' (directly or indirectly) in, 1%
or more of any class of 'relevant securities' of Minco or
Dalradian, all 'dealings' in any 'relevant securities' of Minco or
Dalradian (including by means of an option in respect of, or a
derivative referenced to, any such 'relevant securities') must be
publicly disclosed by not later than 3:30 pm (Irish time) on the
'business' day following the date of the relevant transaction. This
requirement will continue until the date on which the Scheme
becomes effective or on which the 'offer period' otherwise ends. If
two or more persons co-operate on the basis of any agreement,
either express or tacit, either oral or written, to acquire an
'interest' in 'relevant securities' of Minco or Dalradian, they
will be deemed to be a single person for the purpose of Rule 8.3 of
the Takeover Rules.
Under the provisions of Rule 8.1 of the Takeover Rules, all
'dealings' in 'relevant securities' of Minco by Dalradian or
'relevant securities' of Dalradian by Minco, or by any party acting
in concert with either of them, must also be disclosed by no later
than 12 noon (Irish time) on the 'business' day following the date
of the relevant transaction.
A disclosure table, giving details of the companies in whose
'relevant securities' 'dealings' should be disclosed, can be found
on the website of the Irish Takeover Panel (the "Panel") at
www.irishtakeoverpanel.ie.
'Interests in securities' arise, in summary, when a person has
long economic exposure, whether conditional or absolute, to changes
in the price of securities. In particular, a person will be treated
as having an 'interest' by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative
referenced to, securities.
Terms in quotation marks are defined in the Takeover Rules,
which can also be found on the Panel's website. If you are in any
doubt as to whether or not you are required to disclose a dealing
under Rule 8, please consult the Panel's website at
www.irishtakeoverpanel.ie or contact the Panel on telephone number
+353 1 678 9020 or fax number +353 1 678 9289.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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