RE: Dilution Wylootion and Accretive potential16 Sep 2024 14:17
I expect Wyloo to increase shareholding too as discussed beforehand and they have the call options of course. NEM also have a relationship agreement too as detailed on page 46 of Admission Doc alongside the 12 month locl-in and then 12 month orderly market agreement.
5. Relationship Agreement
The Company and Newmont NOL will enter into a Relationship Agreement on or before Acquisition Completion, under which the Company and Newmont NOL agree certain parameters in relation to their conduct, and the exercise of Newmont NOL’s rights as a substantial shareholder of the Company.
Under the Relationship Agreement, if the Company (or any other member of the Group) enters into or varies an arrangement with Newmont NOL (or any of its associates), or waives any rights under such arrangement (a “Substantial Shareholder Transaction”), Newmont NOL will agree to ensure that the Substantial Shareholder Transaction is entered into on an arm’s length basis and on normal commercial terms, and that any such Substantial Shareholder Transaction will only be dealt with on behalf of the Company by a committee comprising of independent directors.
Newmont NOL (or a permitted transferee) will also agree to certain restrictions on the exercise of its rights under the Relationship Agreement, including that it will not:
- exercise any rights as a shareholder in the Company in such a manner that would preclude the Company from carrying on its business independently of Newmont NOL (and its associates) for the benefit of the Company’s shareholders as a whole;
- exercise any rights as a shareholder in the Company in such a manner as to propose a shareholder resolution which would circumvent the application of relevant regulatory requirements;
- exercise any rights as a shareholder in the Company in such a manner as to cause or authorise anything which would have the effect of the prejudicing the Company’s status as a public company with its shares admitted to trading on AIM or prejudice the Company’s ability to list on the ASX (other than in relation to specific exceptions); or
- propose or vote in favour of any resolution which is intended to effect the cancellation of admission of the Company’s securities from trading on AIM or the cancellation of admission of the Company’s securities from trading on the ASX.
Should the Company proceed with the ASX Listing, Newmont NOL will have certain co-operation obligations in relation to assisting with the completion of the ASX Listing, including an obligation to agree a modification to the terms of the Relationship Agreement to the extent necessary to comply with the Australian Corporations Act and the ASX Listing Rules, or enter into a new agreement (provided no modification or new agreement is more onerous for Newmont NOL). The Relationship Agreement will cease to apply if Newmont NOL’s shareholding in the Company falls below 10% of the Company’s issued share capital.