TIDMMIO
RNS Number : 4902M
Minco PLC
28 July 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OR
ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION
OF THE RELEVANT LAWS OF SUCH JURISDICTION
28 July 2017
Minco plc Sale of Curraghinalt Royalty
Recommended Offer for Minco plc by Dalradian Resources Inc.
and
Demerger of Buchans to Minco Shareholders
to be effected by means of a Scheme of Arrangement
Announcement of Hearing Date and Updated Timetable
The board of directors of Minco plc ("Minco" or the "Company")
announces the date of the Court Hearing to sanction the Scheme and
an updated timetable of principal events in connection with 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. This updated timetable is further to the announcement by
Minco dated 26 July 2017 that the Court Meeting and EGM Resolutions
were supported by its shareholders. 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.
Hearing Date
The Court Hearing of the petition to sanction the Scheme
including the Acquisition Reduction and the Demerger Reduction, is
directed to be heard in the Commercial List of the Court sitting at
the Four Courts, Inns Quay, Dublin 7, Ireland on 28 August
2017.
Any shareholder or creditor wishing to support or oppose the
making of any order (an "Interested Party") that wishes to obtain a
copy of the Originating Notice of Motion and Grounding Affidavit
should contact OBH Partners ("Solicitors for the Company") at 17
Pembroke Street Upper, Dublin 2. Any Interested Party may appear at
the Court Hearing personally or be represented by a solicitor or by
counsel. Any Interested Party intending to so appear should give
notice in writing to the Solicitors for the Company by no later
than 5.00 p.m. (Irish time) on 23 August 2017, and any affidavit in
support of any such appearance should be filed with the Central
Office of the Court, and served on the Solicitors for the Company,
by no later than 5.00 p.m. (Irish time) on 23 August 2017.
Updated Timetable
The full updated timetable of principal events is as
follows:
Expected Timetable of Principal Events
Event Date
Last day of dealings in Minco Shares 22 August
2017
Suspension of trading on AIM of 23 August
Minco Shares 2017
Hearing Record Time 6.00 pm on
25 August
2017
Court Hearing (of the petition 28 August
to sanction the Scheme including 2017
the Acquisition Reduction and the
Demerger Reduction)
Scheme Record Time 6.00 pm on
29 August
2017
Effective Date of the Scheme 30 August
2017
Issuance of New Dalradian Consideration 30 August
Shares 2017
Transfer of Buchans Shares 30 August
2017
Cancellation of admission to trading 7.30 am on
of Minco Shares on AIM 31 August
2017
Listing of the New Dalradian Shares 8.00 a.m.
on the TSX on 31 August
2017
Admission of the New Dalradian 8.00 a.m.
Shares to trading on AIM 31 August
2017
Crediting of Dalradian DIs to CREST No later
accounts (as appropriate) than 14 days
from the
Effective
Date
Latest date of despatch of DRS No later
Advices of New Dalradian Shares than 14 days
(as appropriate) from the
Effective
Date
Latest date of despatch of DRS No later
Advices of Buchans Shares (as appropriate) than 14 days
from the
Effective
Date
-------------------------------------------- --------------
The times and dates in respect of events taking place after the
Scheme Record Time are provided by way of indicative guidance only
and are subject to change due to, among other things, the Court
sanctioning the Scheme. If any of the above expected dates or times
change, Minco will give notice of any such change and details of
the revised dates and/or times by issuing an announcement through a
Regulatory Information Service.
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.
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
adviser to Minco) + 353 1 679 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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