REG - Goldway Capital Inv MC Mining Limited - Goldway - Commencement of compulsory buy-out

MC MiningAnnouncement

22/05/2024 07:00

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RNS Number : 3718P  Goldway Capital Investment Limited  22 May 2024

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (596/2014/EU) AS THE SAME HAS BEEN RETAINED IN UK
LAW AS AMENDED BY THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI
2019/310). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION
IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

FOR IMMEDIATE RELEASE

 Goldway Capital Investment Limited

 (Incorporated in Hong Kong)

 CR No. 3294426

 Off-market takeover offer for all of the ordinary shares in:

 MC Mining Limited

 Previously Coal of Africa Limited

 (Incorporated and registered in Australia)

 Registration number ABN 008 905 388

 ISIN AU000000MCM9

 JSE share code: MCZASX/AIM code: MCM

22 May 2024

 

Goldway Capital Investment Limited - Commencement of compulsory buy-out

Goldway Capital Investment Limited (company registration number 3294426)
(Goldway) refers to its off-market takeover offer for all of the ordinary
shares in MC Mining Limited ACN 008 905 388 (ASX: MCM) (MCM) (Offer) that
closed at 7.00pm (Sydney time) / 11.00am (South Africa time) on Monday, 22
April 2024.

In accordance with section 662B(1)(d) of the Corporations Act 2001 (Cth),
Goldway encloses a duly signed ASIC Form 6022 in relation to Goldway's offer
to buy-out the remaining ordinary shares in MCM (Buy-out Offer). The Buy-out
Offer will be on the same terms as the Offer, including for the avoidance of
doubt the currency conversion rate, as announced on 8 April 2024. The A$/ZAR
and A$/ GBP exchange rates for the Offer Consideration of A$0.16 per MCM Share
has been fixed, based on an exchange rate of A$/ZAR 12.25425 being the mid
rate as published by Nedbank Limited in South Africa at 15h45 on 5 April 2024
and A$/£ 0.52100 being the published Financial Times cross rate as of 5 April
2024 at 14:20 BST. The Offer Consideration in ZAR is 1.96068 per MCM Share and
in GBP is 0.08336.

 

A copy of the ASIC Form 6022 was lodged with ASIC today and will be despatched
to MCM shareholders (Buy-out Notice).

 

Key Dates

 

The Key Dates in respect of the Buy-out Offer are as follows:

 

 Buy-out Offer announced on ASX, RNS and SENS and Buy-out Offer opens            Wednesday, 22 May 2024
 Last day to trade in MCM Shares on the JSE in order to participate in the       Thursday, 20 June 2024
 Buy-out Offer
 Last day to trade in MCM Shares on ASX and AIM in order to participate in the   Friday, 21 June 2024
 Buy-out Offer
 MCM Shares trade 'ex' the Buy-out Offer on the JSE                              Friday, 21 June 2024
 MCM Shares trade 'ex' the Buy-out Offer on ASX and AIM                          Monday, 24 June 2024
 Register Acceptance Date to determine which MCM Shareholders on the MCM         Tuesday, 25 June 2024
 Register are eligible to accept the Buy-out Offer
 Buy-out Offer closes                                                            7.00pm (Sydney time) / 11.00am (SA time) on Tuesday, 25 June 2024
 Offer Consideration credited to dematerialised MCM Shareholders who hold their  Tuesday, 16 July 2024
 MCM Shares on the MCM South African Register
 Offer Consideration paid to Certificated MCM Shareholders who hold their MCM    Tuesday, 16 July 2024
 Shares on the MCM South African Register (subject to receipt by Computershare
 of documents of title on or prior to 10.00am on the Closing Date
 Consideration paid by means of EFT or cheque (posted by ordinary mail at the    Tuesday, 16 July 2024
 risk of the MCM Shareholder concerned) to MCM Shareholders who hold their MCM
 Shares on the MCM Australian Register
 Offer Consideration paid by means of a CREST Payment in favour of an accepting  Tuesday, 16 July 2024
 MCM Shareholder who hold their MCM Shares on the MCM United Kingdom Register

1.     No dematerialisation or rematerialisation of MCM Shares held on the
MCM South African Register may take place between the date MCM Shares trade
'ex' the Offer on the JSE and the Register Date, both days inclusive.

2.     No transfers between the MCM South African Register, the MCM
Australian Register and the MCM United Kingdom Register may take place between
the date the Buy-out Offer opens and the Register Date, both days inclusive.

 

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