Last checked at 4 Mar 2024 07:00
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
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4 March 2024
Notice of change of interests of substantial holder
Pursuant to section 671B of the Corporations Act 2001 (Cth), we attach ASIC Form 604 (Notice of change in interests of substantial holder).
Form 604
Corporations Act 2001
Section 671B
Notice of change of interests of substantial holder
To Company Name/Scheme | MC Mining Limited |
ACN/ARSN | 008 905 388 |
1. Details of substantial holder (1)
Name | Goldway Capital Investment Limited CR NO. 3294426 (Goldway), Senosi Group Investment Holdings Proprietary Limited (c. 41.23% shareholder in Goldway), Dendocept Proprietary Limited (c. 6.93% shareholder in Goldway), Jun Liu and Huan Qu as joint trustees for the Golden Eagle Trust (c. 6.50% shareholder in Goldway); Pacific Goal Investment Limited (c. 6.11% shareholder in Goldway); Yi He (c. 2.12% shareholder in Goldway), Jun Liu (c. 1.65% shareholder in Goldway), Golden Archer Investments (Pty) Ltd (c. 0.06% shareholder in Goldway), Shining Capital GP Limited (c. 8.58% shareholder in Goldway), Ying He Yuan Investment (S) Pte Ltd (c. 5.25% shareholder in Goldway), Longelephant International Trade Limited (c. 3.72% shareholder in Goldway) and Eagle Canyon International Group Holding (Hong Kong) Limited (c. 17.85% shareholder in Goldway) (together the Consortium) |
ACN/ARSN (if applicable) | N/A |
There was a change in the interests of the substantial holder on | 01/03/2024 |
The previous notice was given to the company on | 18/12/2023 |
The previous notice was dated | 18/12/2023 |
2. Details of voting power
The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:
Class of securities (4) | Previous notice | Present notice | ||
Person's votes | Voting power (5) | Person's votes | Voting power (5) | |
Fully paid ordinary shares (MCM Shares) | 262,290,952 | 64.30% | 267,610,271 | *65.61% |
* Based on current issued capital of 407,890,744 MCM Shares on issue as at 29/02/2024.
3. Changes in relevant interests
Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in the voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:
Date of change | Person whose relevant interest has changed | Nature of change (6) | Consideration given in relation to change (7) | Class and number of securities affected | Person's votes affected |
Takeover acceptances - various dates
See Annexure B | Consortium and Goldway | Acquisition of relevant interests as a result of acceptances of offers made under the Consortium's off-market takeover bid (as set out in the bidder's statement dated 2 February 2024 and the first supplementary bidder's statement dated 15 February 2024) (the Offer) | $0.16 per MCM Share and see Annexure B | 5,319,319 MCM Shares | 5,319,319 |
4. Present relevant interests
Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:
Holder of relevant interest | Registered holder of securities | Person entitled to be registered as holder (8) | Nature of relevant interest (6) | Class and number of securities | Person's votes |
The Consortium Members listed in the 'Consortium member' column of the table in Annexure A Goldway | Each Consortium Member listed in the 'Consortium member' column of the table in Annexure A, for the amount of shares listed for that Consortium Member in the 'Shareholding in MCM' column of the same table | Each Consortium Member listed in the 'Consortium member' column of the table in Annexure A, for the amount of shares listed for that Consortium Member in the 'Shareholding in MCM' column of the same table | Pursuant to section 608(1)(a) of the Corporations Act 2001 (Cth) (Corporations Act) as the registered holder of the shares Purusant to section 608(1)(b) and (c) of the Corporations Act (Corporations Act) in respect of the MCM shares held by each other Consortium Member as a result of the Consortium members' entry into the Joint Bid Deed dated 18 December 2023. | 262,290,952 MCM Shares | 262,290,952 |
Consortium Goldway | Various MC Mining shareholders who have accepted the Offer between 16 February 2024 and 1 March 2024 | Goldway | The relevant interest in these MCM Shares was acquired as a result of MC Mining shareholders accepting the offer. | 5,319,319 MCM Shares | 5,319,319 |
5. Changes in associates
The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial shareholder in relation to voting interests in the company or scheme are as follows:
Name and ACN/ARSN (if applicable) | Nature of association |
N/A | N/A |
6. Addresses
The address of persons named in this form are as follows:
Name | Address | ||||
The Consortium members listed in the 'Consortium members' column of the table in Annexure A | The addresses listed in the 'Registered address and contact details' column of the table in Annexure A | ||||
Goldway | R16/3F Eton Tower, 8 Hysan Avenue, Causeway Bay, Hong Kong | ||||
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Signature | |||||
print name |
Jun Liu | capacity | Director | ||
sign here |
| date | 4 March 2024 | ||
DIRECTIONS
(1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.
(2) See the definition of "associate" in section 9 of the Corporations Act 2001.
(3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
(4) The voting shares of a company constitute one class unless divided into separate classes.
(5) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
(6) Include details of:
(a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
(b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).
See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
(7) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.
(8) If the substantial holder is unable to determine the identity of the person (e.g. if the relevant interest arises because of an option) write "unknown".
(9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.
ANNEXURE A
MC MINING LTD ACN 008 905 388
THIS IS ANNEXURE A OF 1 PAGE REFERRED TO IN FORM 604 NOTICE OF CHANGE IN INTERESTS OF SUBSTANTIAL HOLDER
SIGNATURE OF JUN LIU | |||
4 March 2024 DATE | |||
Consortium member | Country of incorporation | Registered address and contact details | Shareholding in MCM | Voting Power in MCM |
Senosi Group Investment Holdings Proprietary Limited | South Africa | Address: 4th Floor, Park Lane West, 197 Amarand Avenue, Menlyn Maine, Pretoria, South Africa, 0081
| 95,357,455 | 23.38% |
Dendocept Proprietary Limited | South Africa | Address: 1st Floor, Greystone, Fourways Golf Park, 32 Roos Street, Fourways 2191, Johannesburg, South Africa
| 28,265,593 | 6.93% |
Jun Liu and Huan Qu as joint trustees for the Golden Eagle Trust | N/A | Address: 1st Floor, Greystone, Fourways Golf Park, 32 Roos Street, Fourways 2191, Johannesburg, South Africa
| 26,499,345 | 6.50% |
Pacific Goal Investment Limited | Hong Kong | Address: R16/3F Eton Tower, 8 Hysan Avenue, Causeway Bay, Hong Kong
| 24,927,757 | 6.11% |
Yi He | N/A | Address: 1st Floor, Greystone, Fourways Golf Park, 32 Roos Street, Fourways 2191, Johannesburg, South Africa
| 8,664,674 | 2.12% |
Jun Liu | N/A | Address: 1st Floor, Greystone, Fourways Golf Park, 32 Roos Street, Fourways 2191, Johannesburg, South Africa
| 6,735,240 | 1.65% |
Golden Archer Investment (Pty) Ltd | South Africa | Address: 1st Floor, Greystone, Fourways Golf Park, 32 Roos Street, Fourways 2191, Johannesburg, South Africa
| 264,845 | 0.06% |
Shining Capital GP Limited | Hong Kong | Address: One Nexus Way, Camana Bay, Grand Cayman, KY1-9005, Cayman Islands
| 35,000,000 | 8.58% |
Ying He Yuan Investment (S) Pte Ltd | Singapore | Address: 24 Ean Kiam Place, Singapore, 4299115
| 21,413,462 | 5.25% |
Longelephant International Trade Limited | Hong Kong | Address: 12F, San Toi Building, 137-139 Connaught Road Central, Hong Kong
| 15,162,581 | 3.72% |
Eagle Canyon International Group Holding (Hong Kong) Limited | Hong Kong | Address: R16/3F Eton Tower, 8 Hysan Avenue, Causeway Bay, Hong Kong
| Nil | Nil |
TOTAL | 262,290,952 | 64.30% |
ANNEXURE B
MC MINING LTD ACN 008 905 388
THIS IS ANNEXURE B OF 1 PAGE REFERRED TO IN FORM 604 NOTICE OF CHANGE IN INTERESTS OF SUBSTANTIAL HOLDER
SIGNATURE OF JUN LIU |
4 March 2024 DATE |
Date of change | Number of MCM Shares | Consideration (per MCM Share) | Consideration (total) |
16 February 2024 | 3,750 | $0.16 | $600.00 |
20 February 2024 | 16,000 | $0.16 | $2,560.00 |
22 February 2024 | 100 | $0.16 | $16.00 |
23 February 2024 | 2,588,047 | $0.16 | $414,087.52 |
26 February 2024 | 780,449 | $0.16 | $124,871.84 |
27 February 2024 | 9,940 | $0.16 | $1,590.40 |
28 February 2024 | 279,619 | $0.16 | $44,739.04 |
29 February 2024 | 1,401 | $0.16 | $224.16 |
1 March 2024 | 1,640,013 | $0.16 | $262,402.08 |
TOTAL | 5,319,319 | N/A | $851,091.04 |