28 Jul 2017 16:45
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
28 July 2017
Minco plc Sale of Curraghinalt Royalty
Recommended Offer for Minco plc by Dalradian Resources Inc. and
Demerger of Buchans to Minco Shareholders
to be effected by means of a Scheme of Arrangement
Announcement of Hearing Date and Updated Timetable
The board of directors of Minco plc ("Minco" or the "Company") announces the date of the Court Hearing to sanction the Scheme and an updated timetable of principal events in connection with the recommended Offer by Dalradian for all of the share capital of Minco and the Demerger of its wholly owned subsidiary Buchans Resources Limited to Minco Shareholders by way of a transfer in specie. This updated timetable is further to the announcement by Minco dated 26 July 2017 that the Court Meeting and EGM Resolutions were supported by its shareholders. Completion of the Offer and Demerger remains subject to satisfaction or waiver of the other Conditions set out in the Scheme Document including the sanction by the Court of the Scheme at the Court Hearing.
Hearing Date
The Court Hearing of the petition to sanction the Scheme including the Acquisition Reduction and the Demerger Reduction, is directed to be heard in the Commercial List of the Court sitting at the Four Courts, Inns Quay, Dublin 7, Ireland on 28 August 2017.
Any shareholder or creditor wishing to support or oppose the making of any order (an "Interested Party") that wishes to obtain a copy of the Originating Notice of Motion and Grounding Affidavit should contact OBH Partners ("Solicitors for the Company") at 17 Pembroke Street Upper, Dublin 2. Any Interested Party may appear at the Court Hearing personally or be represented by a solicitor or by counsel. Any Interested Party intending to so appear should give notice in writing to the Solicitors for the Company by no later than 5.00 p.m. (Irish time) on 23 August 2017, and any affidavit in support of any such appearance should be filed with the Central Office of the Court, and served on the Solicitors for the Company, by no later than 5.00 p.m. (Irish time) on 23 August 2017.
Updated Timetable
The full updated timetable of principal events is as follows:
Expected Timetable of Principal Events
Event | Date | |
Last day of dealings in Minco Shares | 22 August 2017 | |
Suspension of trading on AIM of Minco Shares | 23 August 2017 | |
Hearing Record Time | 6.00 pm on 25 August 2017 | |
Court Hearing (of the petition to sanction the Scheme including the Acquisition Reduction and the Demerger Reduction) | 28 August 2017 | |
Scheme Record Time | 6.00 pm on 29 August 2017 | |
Effective Date of the Scheme | 30 August 2017 | |
Issuance of New Dalradian Consideration Shares | 30 August 2017 | |
Transfer of Buchans Shares | 30 August 2017 | |
Cancellation of admission to trading of Minco Shares on AIM | 7.30 am on 31 August 2017 | |
Listing of the New Dalradian Shares on the TSX | 8.00 a.m. on 31 August 2017 | |
Admission of the New Dalradian Shares to trading on AIM | 8.00 a.m. 31 August 2017 | |
Crediting of Dalradian DIs to CREST accounts (as appropriate) | No later than 14 days from the Effective Date | |
Latest date of despatch of DRS Advices of New Dalradian Shares (as appropriate) | No later than 14 days from the Effective Date | |
Latest date of despatch of DRS Advices of Buchans Shares (as appropriate) | No later than 14 days from the Effective Date |
The times and dates in respect of events taking place after the Scheme Record Time are provided by way of indicative guidance only and are subject to change due to, among other things, the Court sanctioning the Scheme. If any of the above expected dates or times change, Minco will give notice of any such change and details of the revised dates and/or times by issuing an announcement through a Regulatory Information Service.
Except as otherwise defined herein, capitalised terms used but not defined in this announcement have the same meanings as given to them in the Scheme Document.
Enquiries: Minco PLC
John F. Kearney: Chairman & Chief Executive +1 416 362 6686
Danesh Varma: CFO & Company Secretary +44 (0) 8452 606 034
Peter McParland: Director - Ireland +353 (0) 46 907 3709
info@mincoplc.com
| Davy Corporate Finance (Financial adviser to Minco) | + 353 1 679 6363 | ||
| John Frain | |||
| Daragh O'Reilly | |||
| ||||
Important Notices
The Minco Directors accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the Minco Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.
Davy Corporate Finance, which is authorised and regulated in Ireland by the Central Bank of Ireland, is acting for Minco and no one else in relation to the Offer and the Demerger and will not be responsible to anyone other than Minco for providing the protections afforded to clients of Davy Corporate Finance nor for providing advice in relation to the Offer and the Demerger or any other matter referred to herein.
This announcement is not intended to, and does not, constitute an offer or an invitation to purchase or subscribe for any securities or the solicitation of an offer to purchase any securities, pursuant to the Offer, the Demerger or otherwise.
The distribution of this announcement in or into certain jurisdictions may be restricted by the laws of those jurisdictions. Accordingly, copies of this announcement and all other documents relating to the Offer, the Demerger and/or the Scheme are not being, and must not be, released, published, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction. Persons receiving such documents (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to do so may constitute a violation of the securities laws of any such jurisdiction.
Shareholders are advised to read the Scheme Document because it contains important information relating to the Offer and the Demerger. Any response in relation to the Offer and the Demerger should be made only on the basis of the information contained in the Scheme Document or any document by which the Offer, the Demerger and/or the Scheme are made.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Irish Takeover Panel Act, 1997, Takeover Rules 2013 (the "Takeover Rules"), if any person is, or becomes, 'interested' (directly or indirectly) in, 1% or more of any class of 'relevant securities' of Minco or Dalradian, all 'dealings' in any 'relevant securities' of Minco or Dalradian (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by not later than 3:30 pm (Irish time) on the 'business' day following the date of the relevant transaction. This requirement will continue until the date on which the Scheme becomes effective or on which the 'offer period' otherwise ends. If two or more persons co-operate on the basis of any agreement, either express or tacit, either oral or written, to acquire an 'interest' in 'relevant securities' of Minco or Dalradian, they will be deemed to be a single person for the purpose of Rule 8.3 of the Takeover Rules.
Under the provisions of Rule 8.1 of the Takeover Rules, all 'dealings' in 'relevant securities' of Minco by Dalradian or 'relevant securities' of Dalradian by Minco, or by any party acting in concert with either of them, must also be disclosed by no later than 12 noon (Irish time) on the 'business' day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, can be found on the website of the Irish Takeover Panel (the "Panel") at www.irishtakeoverpanel.ie.
'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Takeover Rules, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a dealing under Rule 8, please consult the Panel's website at www.irishtakeoverpanel.ie or contact the Panel on telephone number +353 1 678 9020 or fax number +353 1 678 9289.