REG - MC Mining Limited - Goldway's Buy-Out Offer

MC MiningAnnouncement

24/05/2024 08:00

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RNS Number : 8167P  MC Mining Limited  24 May 2024

 

 

 

 

ANNOUNCEMENT
 
             24 May 2024

 

GOLDWAY'S BUY-OUT OFFER TO MC MINING SHAREHOLDERS WHO DID NOT PREVIOUSLY
ACCEPT ITS TAKEOVER OFFER

 

MC Mining Limited (MC Mining or the Company) notes the announcement dated 22
May 2024 by Goldway Capital Investment Limited (Goldway) which indicates that
Goldway is making an offer pursuant to section 662B of the Australian
Corporations Act 2001 (Cth) (Corporations Act) to compulsorily buy-out
(Buy-Out Offer) certain ordinary shares in the capital of  MC Mining (MCM
Shares)  following Goldway's  recent off-market takeover offer for all of
the ordinary shares in the Company (Takeover Offer).

Terms of the Buy-Out Offer

The Buy-Out Offer will be on the same terms as the Takeover Offer, including:

·    the cash offer consideration of A$0.16 (ZAR 1.96068/GBP0.08336) per
MCM Share the subject of a Buy-Out Offer; and

·    the terms relating to the currency conversion rate (as previously
announced by Goldway on 8 April 2024).

Goldway has lodged a 'Notice of right of buy-out to remaining holder of
securities following a takeover bid' ASIC Form 6022 with the Australian
Securities & Investments Commission (ASIC) and this notice is being
dispatched to eligible shareholders of the Company in accordance with section
662B(1) of the Corporations Act (Buy-Out Notice).

Eligibility to accept the Buy-Out Offer

In accordance with section 662A(2)(b) of the Corporations Act, the Buy-Out
Offer only applies to MCM Shares issued before 8 April 2024, being the date on
which the notice of defeating conditions was published in relation to the
Takeover Offer.

Duration of the Buy-Out Offer

Shareholders who receive a Buy-Out Notice (or anyone who acquires the shares
the subject of a Buy-Out Offer after the day on which the Buy-Out Notice is
given) have the right, under section 662C of the Corporations Act, within one
month 1  after the Buy-Out Notice is given to provide written notice to
Goldway requiring Goldway to acquire its MCM Shares (Shareholder Notice).
Therefore, eligible shareholders have until 7.00pm Sydney time/11.00am South
African time on Tuesday, 25 June 2024 to accept the Buy-Out Offer (Buy-Out
Closing Date). Where a Shareholder Notice is given to Goldway, a binding
contract is formed between Goldway and that respective shareholder for the
sale of its MCM Shares to Goldway on the terms of the Takeover Offer.

Shareholders wishing to elect to exercise their rights to accept the Buy-Out
Offer should refer to the key dates in respect of the Buy-Out Offer that are
set out in Goldway's announcement dated 22 May 2024.

No Requirement to Sell

Under the Corporations Act the Buy-Out Offer process does not compel or
require the holder of shares to accept the Buy-Out Offer. However, if and
where an eligible shareholder does not elect to send a Shareholder Notice to
Goldway to accept the Buy-Out Offer within the statutory one-month period:

·    a holder of shares will retain title to and voting rights in respect
of the shares and will be subject to the risks of being a minority shareholder
in the Company;

·    the shares will not be the subject of a compulsory acquisition notice
under section 661B of Part 6A.1 of the Corporations Act as Goldway has not
lodged a compulsory acquisition notice within the statutory deadline;

·    there is no assurance or certainty that Goldway will exercise any
general compulsory acquisition powers under section 664A of Part 6A.2 of the
Corporations Act; and

·    the shares may be able to be sold on market at the prevailing trading
price on the ASX and JSE, subject to and for so long as the shares in MCM
remain listed on the ASX and JSE.

Shareholders are referred to the previous announcement dated 20 May 2024 and
released on 21 May 2024 titled 'Cancellation of Admission to Trading on AIM'
which refers to Goldway's intention to seek the delisting of shares from the
ASX and JSE, but in respect of which the formal commencement of such process
has not been announced. Shareholders should note that any delisting of the
Company's shares will not take place until the formal end of the Buy-Out Offer
process.

If you have any queries regarding the Buy-Out Offer, please contact Bill
Pavlovski, MC Mining's Company Secretary, by email:
bill.pavlovski@mcmining.co.za.

 

This announcement has been approved by the Company's Disclosure Committee.

 

 For more information contact:
 Bill Pavlovski                 Company Secretary                             Vision Corporate (Pty) Ltd                                                        bill.pavlovski@mcmining.com.za
 Company advisers:
 Richard Johnson / Rob Patrick  Nominated Adviser                             Strand Hanson Limited                                                             +44 20 7409 3494

 Rory Scott                     Broker (AIM)                                  Tennyson Securities                                                               +44 20 7186 9031
 Marion Brower                  Financial PR (South Africa)                   R&A Strategic Communications                                                      +27 11 880 3924

 BSM Sponsors Proprietary Limited is the nominated JSE Sponsor

About MC Mining Limited:

MC Mining is an AIM/ASX/JSE-listed coal exploration, development and mining
company operating in South Africa. MC Mining's key projects include the
Uitkomst Colliery (metallurgical and thermal coal), Makhado Project (hard
coking coal), Vele Colliery (semi-soft coking and thermal coal), and the
Greater Soutpansberg Projects (coking and thermal coal).

 

 1  For the purposes of calculating when the one-month time limit begins,
Buy-Out Notices sent by post are taken to be given three days after positing,
regardless of when they actually arrive (section 662B(3) of the Corporations
Act).

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