29 Aug 2017 07:00
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
29 August 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
Court Approval of Scheme
Minco plc ("Minco" or the "Company") is pleased to announce that the High Court of Ireland approved the Scheme yesterday, 28 August 2017.
The Scheme shall become effective on delivery to the Registrar of Companies of the Court Order together with the minute required by Section 86 of the Act to the Registrar of Companies and the registration of such Court Order and minute by the Registrar of Companies. This is expected to occur on 30 August 2017 and, accordingly, the Scheme is expected to take effect on 30 August 2017.
Cancellation of Minco Shares to trading on AIM is expected to take effect from 7.00 a.m. on 31 August 2017.
Timetable
The full timetable of principal events is as follows:
Expected Timetable of Principal Events
Event | Date | |
Scheme Record Time | 6.00 p.m. 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 | |
Listing of the New Dalradian Shares on the TSX | 2.30 p.m. (9.30 a.m. Toronto time) on 30 August 2017 | |
Cancellation of admission to trading of Minco Shares on AIM | 7.00 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 |
All times shown above are Dublin times unless otherwise stated.
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 | |||
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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.