By Goldway Capital Investment Limited has made a A$0.16 off market takeover offer to MC Mining Limited for all its shares, to which the Independent Board Committee (IBC) of MC Mining has recommended to its shareholders to accept the offer.
In its supplementary bidder’s statement dated 21 March 2024, Golway’s offer contained a condition that it needs to have acceptance of at least 50.1% or more of MC Mining’s ordinary shares that it does not have a relevant interest at the commencement of the date of the Offer.
The minimum condition, according to Goldway has been satisfied and the offer was on 8 April 2024 declared unconditional and Goldway and the associated Consortium members have disclosed a relevant interest in 83.67% of the issued shares.
The IBC has since endorsed the acceptance of the offer.
“Taking into account the fact that the Offer has now been declared unconditional and control of MCM will pass to Goldway and its associates, the IBC believes that Shareholders should consider accepting the Offer,” read the MC Mining statement.
The IBC also cautioned shareholders against resisting the offer as they might find themselves being minority shareholders.
“If Shareholders who have not yet accepted the Offer do not accept the Offer before the close of the Offer, they may, in the event Goldway does not exercise compulsory acquisition rights, become minority shareholders in an unlisted, illiquid company and face difficulty in selling their minority shareholding off-market.
Shareholders are also cautioned against taking no action and waiting for their shares to be acquired by Goldway, as part of a compulsory acquisition transaction, given that there is no certainty that Goldway will be entitled to proceed to compulsory acquisition, or even if it is entitled, will exercise any compulsory acquisition rights. Even if Shareholders believe that the compulsory acquisition is likely to occur, the receipt of any consideration from Goldway for the acquisition of shares under the Offer will be at a significantly earlier date than any consideration payment from Goldway pursuant to a compulsory acquisition transaction,” The IBC in a statement.
The IBC notes further that the final consideration for the Offer has now been determined, being:
• A$0.16 per MCM Share;
• ZAR 1.96068 per MCM Share; and
• GBP 0.08336 per MCM Share.
The offer will remain open for acceptance until 07:00pm Sydney time and 11am South African time and 10am UK time on 22 April 2024.
