| Mon 8 Apr 2024, 7:48 | | Goldway Capital Investment Limited - Notice of Variation of Unconditional Offer - Extension of Offer Period |
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Goldway Capital Investment Limited - Notice of Variation of Unconditional Offer - Extension of Offer Period
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
8 April 2024
Goldway Capital Investment Limited - Notice of Variation of Unconditional Offer -
Extension of Offer Period, Finalisation and Currency Conversion Announcement
Goldway Capital Investment Limited (company registration number 3294426) (Goldway)
refers to its off-market takeover offer for all of the ordinary shares in MC Mining Limited ACN
008 905 388 (ASX: MCM) (Offer).
As noted in 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 ordinary shares in MCM that it does not have
a relevant interest at the commencement of the date of the Offer (Minimum Acceptance
Condition), and Goldway's intention was to:
i. declare the Offer unconditional on the date that Goldway notifies the market that
the Minimum Acceptance Condition has been satisfied (Unconditional Date);
and
ii. extend the Offer for 10 Business Days from the Unconditional Date.
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As announced on 8 April 2024, the Minimum Acceptance Condition has been satisfied.
Accordingly, Goldway is pleased to:
a) declare the Offer free from all defeating conditions set out in Section 13.9 of the
bidder's statement dated 2 February 2024, such that the Offer is now
unconditional; and
b) extend the Offer for 10 Business Days from today, being the Unconditional Date,
such that the Offer will remain open for acceptance until 7.00pm (Sydney time) /
11.00am (South Africa time) on Monday, 22 April 2024.
Goldway attaches by way of service:
i. pursuant to section 650F of the Corporations Act 2001 (Cth) a notice that
defeating conditions are freed; and
ii. pursuant to section 650D of the Corporations Act 2001 (Cth) (as modified by
ASIC Corporations (Takeover Bids) Instrument 2023/683) (Corporations Act) a
notice extending the period during which the Offer will remain open for
acceptance to 7.00pm (Sydney time) / 11.00am (South Africa time) on Monday,
22 April 2024. We refer to our third supplementary bidder's statement dated 21
March 2024 which noted that the Offer is intended to be extended to a date that
is 10 Business Days from the date that Goldway declares the Offer unconditional
(which is on the date that Goldway notifies the market that the Minimum
Acceptance Condition has been satisfied). For the avoidance of doubt,
Goldway's present intention is that there is no further extension beyond Monday,
22 April 2024, unless extended in accordance with the Corporations Act.
Key Dates
The Key Dates in respect of the Offer are as follows:
Last day to trade in MCM Shares on the JSE in order to Wednesday, 17 April
participate in the Offer 2024
Last day to trade in MCM Shares on ASX and AIM in order Thursday, 18 April 2024
to participate in the Offer
MCM Shares trade 'ex' the Offer on the JSE Thursday, 18 April 2024
MCM Shares trade 'ex' the Offer on ASX and AIM Friday, 19 April 2024
Register Acceptance Date to determine which MCM Monday, 22 April 2024
Shareholders on the MCM South African Register are
eligible to accept the Offer
Register Acceptance Date to determine which MCM Monday, 22 April 2024
Shareholders on the MCM Australian Register are eligible
to accept the Offer
Register Acceptance Date to determine which MCM Monday, 22 April 2024
Shareholders on the MCM United Kingdom Register are
eligible to accept the Offer
Offer closes 7.00pm (Sydney time) /
11.00am (SA time) on
Monday, 22 April 2024
Page 2
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Offer Consideration credited to dematerialised MCM Tuesday, 30 April 2024
Shareholders who hold their MCM Shares on the MCM
South African Register (see note 4 below)
Offer Consideration paid to Certificated MCM Tuesday, 30 April 2024
Shareholders who hold their MCM Shares on the MCM
South African Register (subject to receipt by
Computershare of documents of title on or prior to
11.00am on the Closing Date and a duly completed yellow
SA Acceptance Form (see note 4 below)
Offer Consideration paid by means of EFT or cheque Tuesday, 30 April 2024
(posted by ordinary mail at the risk of the MCM
Shareholder concerned) to MCM Shareholders who hold
their MCM Shares on the MCM Australian Register
Results of Offer announced on ASX, RNS and SENS Tuesday, 30 April 2024
Offer Consideration paid by means of a CREST Payment in Tuesday, 7 May 2024
favour of an accepting MCM Shareholder who hold their
MCM Shares on the MCM United Kingdom Register
1. Please note that the above dates are indicative only. Goldway's present intention is that there is no further
extension beyond Monday, 22 April 2024, unless extended in accordance with the Corporations Act. MCM
shareholders will be advised of any change by release of an announcement on ASX, RNS and SENS.
2. No dematerialisation or rematerialisation of MCM Shares held on the MCM South African Register may
take place between the date MCM Shares trade 'ex' the Offer on the JSE and the Register Date, both
days inclusive.
3. No transfers between the MCM South African Register, the MCM Australian Register and the MCM
United Kingdom Register may take place between the currency conversion date, being the date on which
the currency conversion rate is announced, and the Register Date, both days inclusive.
4. The Offer Consideration will be paid to MCM Shareholders who hold their MCM Shares on the MCM
South African Register within 6 business days after accepting the Offer or the publication of the
finalisation announcement, whichever is the later.
Currency Conversion
MCM Shareholders are advised that the A$/ZAR and A$/ GBP exchange rates for the Offer
Consideration of A$0.16 per MCM Share has been fixed, based on an exchange rate of
A$/ZAR 12.25425 being the mid rate as published by Nedbank Limited in South Africa at
15h45 on 5 April 2024 and A$/£ 0.52100 being the published Financial Times cross rate as
of 5 April 2024 at 14:20 BST. The Offer Consideration in ZAR is 1.96068 per MCM Share
and in GBP is 0.08336.
Yours faithfully
Jun Liu
Sole Director
Goldway Capital Investment Limited
(company registration number 3294426)
Page 3
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Goldway Capital Investment Limited
CR No. 3294426
NOTICE UNDER SECTION 650F OF THE CORPORATIONS ACT 2001 (CTH)
NOTICE THAT DEFEATING CONDITIONS FREED
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 650F 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, 21 March 2024 and 28 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.
For the purposes of section 650F of the Corporations Act, Goldway gives notice and
declares that:
i. the Offer and each contract resulting from acceptances of the Offer, is free from
all the conditions set out in section 13.9 of the Bidder's Statement. Accordingly,
the Offer is now unconditional; and
ii. as at the date of this notice, Goldway's voting power in MCM was 83.67%.
Date: 8 April 2024
Jun Liu
Sole Director
Goldway Capital Investment Limited
Page 4
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Goldway Capital Investment Limited
CR No. 3294426
NOTICE OF VARIATION OF UNCONDITIONAL OFFER - EXTENSION OF OFFER
PERIOD
UNDER SECTION 650D(1) OF THE CORPORATIONS ACT 2001 (CTH)
To: Australian Securities and Investments Commission (ASIC)
ASX Limited
MC Mining Limited ACN 008 905 388 (MCM)
Goldway Capital Investment Limited (company registration number 3294426) (Goldway)
gives notice (Notice) under section 650D(1) of the Corporations Act 2001 (Cth) (as modified
by ASIC Corporations (Takeover Bids) Instrument 2023/683) (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, 21 March 2024 and 28 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 650D(1) of the Corporations Act that, pursuant to section
650C(1) of the Corporations Act:
i. the Offer is varied by extending the period during which the Offer will remain
open for acceptance until 7.00pm (Sydney time) / 11.00am (South Africa time)
on Monday, 22 April 2024, unless further extended or withdrawn; and
ii. all references in the Bidder's Statement and Acceptance Form to "19 April 2024"
or "Friday, 19 April 2024" (as varied by the notice of variation announced by
Goldway on 4 April 2024) will be further varied to "22 April 2024" or "Monday, 22
April 2024".
We refer to our third supplementary bidder's statement dated 21 March 2024 which noted
that the Offer is intended to be extended to a date that is 10 Business Days from the date
that Goldway declares the Offer unconditional (which is on the date that Goldway notifies the
market that the minimum acceptance condition has been satisfied). For the avoidance of
doubt, Goldway's present intention is that there is no further extension beyond Monday, 22
April 2024, unless extended in accordance with the Corporations Act.
A copy of this notice was lodged with ASIC on 8 April 2024. ASIC takes no responsibility for
the contents of this notice.
Date: 8 April 2024
Jun Liu
Sole Director
Goldway Capital Investment Limited
Page 5
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Date: 08-04-2024 07:48:00
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