Member Info for Culpepper

Top and bottom is Ggp is aligned with Newcrest, decision made other than a change of circumstances. I think the rest of it, particularly as time passes and others’ now known timelines, is just a bit of puffery around it.

Motley Fool. Little bit behind events.

For clarity on ‘binding’, both already committed, penalties apply. Newcrest website.

‘Newcrest Mining Limited (ASX, TSX, PNGX: NCM) has entered into a binding scheme implementation deed (SID) with Newmont Corporation (Newmont), in relation to a proposal for Newmont to acquire 100% of the issued shares in Newcrest by way of a scheme of arrangement (Newmont Transaction).’

TRANSACTION SUMMARY AND CLOSE TIMELINE

Under the terms of the Scheme, Newmont will acquire all outstanding Newcrest shares and Newcrest shareholders will receive 0.400 Newmont shares (or 0.400 Newmont CDIs) for each Newcrest share held

Newcrest will also fund and pay to its shareholders a franked special dividend of up to USD$1.10 per Newcrest share, conditional on the Scheme becoming effective

Under the terms of the Scheme, and based on current market prices, the implied equity value of Newcrest is A$26.2 billion, including the dividend, with an enterprise value of A$28.8 billion

Upon implementation of the Scheme, Newmont and Newcrest shareholders will own approximately 69 percent and 31 percent of the combined entity, respectively

The Scheme is subject to customary conditions including:

Shareholder approvals from both companies

Newcrest: more than 50 percent of shareholders voting and at least 75 percent of votes cast

Newmont: more than 50 percent of votes cast

The Independent Expert concluding that the Scheme is in the best interests of Newcrest shareholders

Relevant regulatory approvals

No material adverse event or prescribed occurrences in respect of either company

Newcrest and Newmont are each subject to customary exclusivity restrictions, including no-shop, no-talk, and no diligence restrictions, subject to certain customary exceptions

The SID contemplates a break/termination fee (payable by Newcrest) and a reverse break/termination fee (payable by Newmont) in certain circumstances, with the quantum of each determined by reference to 1 percent of the equity value of the corresponding party (with a discounted amount of the reverse break fee payable, only to reimburse Newcrest for its third party costs, if Newmont stockholder approval is not ultimately obtained)

Newmont intends to apply for a foreign exempt listing and establish CDIs on the ASX with respect to Newmont shares issued to Newcrest shareholders

The Transaction is expected to close in the fourth quarter of 2023

There’s a timetable somewhere, as they hope to proceed, including court for scheme of arrangement following vote. I think I read there are breakup fees to be contemplated by each party in the event of an ‘upset’, envisaged as coming into effect sometime.

And actually, the vote, Sept/Oct, before they can both work towards completion by year end.

In short, then I’m off, anything that gets Ggp closer to FCF in my own time frame, which isn’t that long and dependent on events, is welcomed. Years away won’t cut it for me.

I’m all for these potential catalysts for change, around H or anything else. Market cap keeps being mentioned. Whether or not any equity raise is part of a larger debt package, it is part of the fundamentals.

But I’ve no doubt at all that Mr. Day and his team are more than capable of doing their sums in order to advance company prospects.

Sorry. “ 4.6p troll”. To be precise.

Pumping the £1 line, even in jest, when we’re at 7.31p ( to be precise ) is at least as far away as the ‘4.61 troll’. Daft.

It does as you ask me. Everyone knows what you listed. And we’re still at 7.25, if you want to come at me.

I was marvelling at the disparity of the figures. Someone’s wrong.

Crikey. 4.6p v £1.

Well, I can see good reasons, all discussed before, to align with your partner. Don’t want disagreements over timing and interpretation.

I’m on the fence with that now.

Down to alignment with Newcrest, isn’t it?

Can’t see anything tactical about it. They’ll all have the same info, and Newcrest, going on Newmont, will likely have that info first as developers and major JV partners.

As part of the ASX Listing, Greatland is evaluating a corporate reorganisation, so that the Greatland group would sit under a new parent company incorporated in Australia (Reorganisation). If progressed, the Reorganisation would be affected through a scheme of arrangement under the Companies Act 2006 (UK), and would be subject to approval by Greatland's shareholders and the UK courts. Applications would be made for the admission of the new parent company to trading on both the ASX and AIM.

But if it’s with an Asx listing, maybe that’s part of a new vote.

Can’t remember what we voted for on pre-emption rights, think we must have done. Maybe look it up later.

Yes, don’t know. Thought maybe Wyloo too. Unfounded optimism.

Unless for some reason somebody can say they’re in a closed period. I don’t know there’s anything on the cards til August on.

I’m mildly disappointed actually, that none of the PDMR’s seen fit to make a buy to offset yesterday’s RNS.