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Pin to quick picksMc Mining Regulatory News (MCM)

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Goldway Capital Investment - Status of Conditions

22 Mar 2024 07:00

RNS Number : 9376H
Goldway Capital Investment Limited
22 March 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 March 2024

 

Goldway Capital Investment Limited - Status of conditions

Goldway Capital Investment Limited (company registration number 3294426) (Goldway) notes that its off-market takeover offer for all of the ordinary shares in MC Mining Limited ACN 008 905 388 (ASX: MCM) (Offer) will close at 7.00pm (Sydney time) on Friday, 5 April 2024 (Closing Date) unless extended in accordance with the Corporations Act.

In addition, as outlined in Section 3 of Goldway's Third Supplementary Bidder's Statement dated 21 March 2024, the Offer contains a condition (which cannot be waived) that Goldway needs to have received acceptances for at least 50.1% or more of the MCM Shares that it does not have a relevant interest at the commencement date of the Offer (Minimum Acceptance Condition).

If the Minimum Acceptance Condition is satisfied by 5 April 2024, Goldway's present intention is to declare the Offer unconditional on the date that Goldway notifies the market that the Minimum Acceptance Condition has been satisfied (Unconditional Date). Upon the Offer being declared unconditional, Goldway intends to extend the Offer for 10 Business Days from the Unconditional Date.

If the Minimum Acceptance Condition is not satisfied by 5 April 2024, then the Offer will not be extended and will lapse on close of the Offer Period.

Goldway attaches by way of service pursuant to section 630(5)(b) of the Corporations Act 2001 (Cth) (Corporations Act) a notice of status of conditions to the Offer as required by section 630(3) of the Corporations Act.

 

Goldway Capital Investment Limited

CR No. 3294426

 

NOTICE OF STATUS OF DEFEATING CONDITIONS

UNDER SECTION 630(3) OF THE CORPORATIONS ACT 2001 (CTH)

 

To: ASX Limited

MC Mining Limited ACN 008 905 388 (MCM)

 

Goldway Capital Investment Limited (company registration number 3294426) (Goldway) gives notice (Notice) under section 630(3) of the Corporations Act 2001 (Cth) (Corporations Act) in relation to its off-market takeover bid for all of the ordinary shares in MCM (Offer). The Offer is contained in the bidder's statement issued by Goldway dated 2 February 2024 (as supplemented on 15 February 2024, 14 March 2024 and 21 March 2024) (Bidder's Statement).

Unless otherwise defined in this Notice, words defined in the Bidder's Statement have the same meaning in this Notice.

Goldway gives notice under section 630(3) of the Corporations Act that, at the time of giving this Notice:

i. the defeating condition set out in paragraph (a) of Section 13.9 of the Bidder's Statement (50.1% Minimum Acceptance) has not yet been fulfilled;

ii. the defeating condition set out in paragraph (h) of Section 13.9 of the Bidder's Statement (No prescribed occurrences prior to dispatch) has been fulfilled on 2 February 2024;

iii. all other Offer Conditions set out in Section 13.9 of the Bidder's Statement (being the "conduct of business in the ordinary course and no material acquisitions, disposals or new commitments" condition, "no material adverse change" condition, "no regulatory actions" condition, "no distributions" condition, "non-existence of certain rights" condition, and "no prescribed occurrences" condition) have not been fulfilled because the Offer Period has not ended;

iv. the Offer is still subject to the defeating conditions set out in paragraphs (i) and (iii) above. Goldway has undertaken to waive the conditions in paragraph (iii) above immediately upon the condition in paragraph (i) (50.1% Minimum Acceptance condition) being satisfied unless it has publicly announced a breach or suspected breach before that time; and

v. as at the date of this Notice, Goldway's voting power in MCM is 71.69%.

The Offer will close at 7.00pm (Sydney time) on Friday, 5 April 2024 unless extended in accordance with the Corporations Act or as outlined at Section 3 of Goldway's Third Supplementary Bidder's Statement dated 21 March 2024.

Date: 22 March 2024

 

Jun Liu

Sole Director

Goldway Capital Investment Limited

 

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MSCPPUACWUPCUQP
Date   Source Headline
25th Apr 20242:00 pmRNSDirectorate Change
23rd Apr 20247:00 amRNSChange in substantial holding
22nd Apr 20247:00 amRNSChange in substantial holding
19th Apr 20248:16 amRNSResignation of Independent Non-Executive Director
18th Apr 20249:00 amRNSGoldway - Sixth Supplementary Bidder's Statement
15th Apr 20247:24 amRNSGoldway - Fifth supplementary bidder's statement
15th Apr 20247:00 amRNSChange in substantial holding
10th Apr 20248:00 amRNSResponse to Offer Being Declared Unconditional
8th Apr 20247:00 amRNSNotice of Variation of Unconditional Offer
8th Apr 20247:00 amRNSSatisfaction of Minimum Acceptance Condition
5th Apr 20247:00 amRNSGoldway - Notice of Status of Defeating Conditions
5th Apr 20247:00 amRNSChange in substantial holding
4th Apr 20244:30 pmRNSExtension of Offer Period for Off-Market Takeover
4th Apr 20247:00 amRNSGoldway - Notice of Extension of Offer Period
3rd Apr 202411:00 amRNSResponse to 4th Supplementary Bidder's Statement
2nd Apr 20247:00 amRNSChange in substantial holding
28th Mar 20247:00 amRNSGoldway - Fourth supplementary bidder's statement
25th Mar 20248:49 amRNSResponse to 3rd Supplementary Bidder's Statement
22nd Mar 20247:00 amRNSGoldway Capital Investment - Status of Conditions
22nd Mar 20247:00 amRNSChange in substantial holding
21st Mar 20247:00 amRNSGoldway - Third supplementary bidder's statement
20th Mar 20241:01 pmRNSResponse to 2nd Supplementary Bidder's Statement
19th Mar 20247:01 amRNSChange in substantial holding
18th Mar 20247:33 amRNSSupplementary Target's Statement - DO NOT ACCEPT
15th Mar 202410:15 amRNSInterim Financial Report
15th Mar 20249:41 amRNSHalf-year Results
14th Mar 20249:51 amRNSSecond Bidder's Statement - Do Not Accept
12th Mar 20247:19 amRNSOffer Update
8th Mar 20249:31 amRNSNon-Binding Indicative Offer from Vulcan Resources
4th Mar 20247:00 amRNSChange in substantial holding
4th Mar 20247:00 amRNSRelease of Target Statement
19th Feb 20247:00 amRNSGoldway Capital - Dispatch of Bidder's Statement
15th Feb 20248:04 amRNSOff-Market Takeover Bid - Do NOT Accept the Offer
15th Feb 20247:00 amRNSGoldway Capital - Supplementary Bidder's Statement
2nd Feb 202411:30 amRNSTakeover Bid - Receipt of Bidder's Statement
2nd Feb 20247:00 amRNSGoldway Capital Investment - Bidder's Statement
31st Jan 20248:45 amRNSAppendix 5B
31st Jan 20248:40 amRNSActivities Report for the Quarter ended 31 Dec 23
24th Jan 20249:30 amRNSNon-Binding and Indicative Proposal Update
22nd Dec 20238:32 amRNSNon-Binding and Indicative Proposal Update
22nd Dec 20237:30 amRNSOperations & Trading Update
18th Dec 20233:30 pmRNSDirector/PDMR Shareholding
18th Dec 20233:02 pmRNSREVISED NON-BINDING AND INDICATIVE PROPOSAL
30th Nov 20232:31 pmRNSResult of Annual General Meeting
27th Nov 20233:03 pmRNSAnnual General Meeting Details
8th Nov 20237:15 amRNSIssue of Equity
2nd Nov 20231:15 pmRNSReceipt of Notice of Intention to Make a Takeover
31st Oct 20232:30 pmRNSDespatch of Annual Report and Notice of AGM
31st Oct 20239:25 amRNSActivities Report for the Quarter Ended 30 Sep 23
31st Oct 20239:25 amRNSAppendix 5B

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