REG - Goldway Capital Inv MC Mining Limited - Change in substantial holding
22/03/2024 07:00
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RNS Number : 9372H 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
Notice of change of interests of substantial holder
Pursuant to section 671B of the Corporations Act 2001 (Cth), we attach ASIC
Form 604 (Notice of change in interests of substantial holder).
Form 604
Corporations Act 2001
Section 671B
Notice of change of interests of substantial holder
To Company Name/Scheme MC Mining Limited
ACN/ARSN 008 905 388
1. Details of substantial holder (1)
Name Goldway Capital Investment Limited CR NO. 3294426 (Goldway),
Senosi Group Investment Holdings Proprietary Limited (c. 41.23% shareholder in
Goldway),
Dendocept Proprietary Limited (c. 6.93% shareholder in Goldway), Jun Liu and
Huan Qu as joint trustees for the Golden Eagle Trust (c. 6.50% shareholder in
Goldway); Pacific Goal Investment Limited (c. 6.11% shareholder in Goldway);
Yi He (c. 2.12% shareholder in Goldway), Jun Liu (c. 1.65% shareholder in
Goldway), Golden Archer Investments (Pty) Ltd (c. 0.06% shareholder in
Goldway), Shining Capital GP Limited (c. 8.58% shareholder in Goldway), Ying
He Yuan Investment (S) Pte Ltd (c. 5.25% shareholder in Goldway), Longelephant
International Trade Limited (c. 3.72% shareholder in Goldway) and Eagle Canyon
International Group Holding (Hong Kong) Limited (c. 17.85% shareholder in
Goldway) (together the Consortium)
ACN/ARSN (if applicable) N/A
There was a change in the interests of the substantial holder on 20/03/2024
The previous notice was given to the company on 19/03/2024
The previous notice was dated 19/03/2024
2. Details of voting power
The total number of votes attached to all the voting shares in the company or
voting interests in the scheme that the substantial holder or an associate (2)
had a relevant interest (3) in when last required, and when now required, to
give a substantial holding notice to the company or scheme, are as follows:
Class of securities (4) Previous notice Present notice
Person's votes Voting power (5) Person's votes Voting power (5)
Fully paid ordinary shares (MCM Shares) 272,045,538 66.70% 292,397,569 *71.69%
* Based on current issued capital of 407,890,744 MCM Shares on issue as at
19/03/2024.
3. Changes in relevant interests
Particulars of each change in, or change in the nature of, a relevant interest
of the substantial holder or an associate in the voting securities of the
company or scheme, since the substantial holder was last required to give a
substantial holding notice to the company or scheme are as follows:
Date of change Person whose relevant interest has changed Nature of change (6) Consideration given in relation to change (7) Class and number of securities affected Person's votes affected
Takeover acceptances - various dates Consortium and Goldway Acquisition of relevant interests as a result of acceptances of offers made $0.16 per MCM Share and see Annexure B 20,352,031 MCM Shares 20,352,031
under the Consortium's off-market takeover bid (as set out in the bidder's
statement dated 2 February 2024 and as supplemented from time to time) (the
Offer)
See Annexure B
4. Present relevant interests
Particulars of each relevant interest of the substantial holder in voting
securities after the change are as follows:
Holder of relevant interest Registered holder of securities Person entitled to be registered as holder (8) Nature of relevant interest (6) Class and number of securities Person's votes
The Consortium Members listed in the 'Consortium member' column of the table Each Consortium Member listed in the 'Consortium member' column of the table Each Consortium Member listed in the 'Consortium member' column of the table Pursuant to section 608(1)(a) of the Corporations Act 2001 (Cth) (Corporations 262,290,952 MCM Shares 262,290,952
in Annexure A in Annexure A, for the amount of shares listed for that Consortium Member in in Annexure A, for the amount of shares listed for that Consortium Member in Act) as the registered holder of the shares
the 'Shareholding in MCM' column of the same table the 'Shareholding in MCM' column of the same table
Goldway Purusant to section 608(1)(b) and (c) of the Corporations Act (Corporations
Act) in respect of the MCM shares held by each other Consortium Member as a
result of the Consortium members' entry into the Joint Bid Deed dated 18
December 2023.
Consortium Various MC Mining shareholders who have accepted the Offer between 16 February Goldway The relevant interest in these MCM Shares was acquired as a result of MC 30,106,617 MCM Shares 30,106,617
2024 and 20 March 2024 Mining shareholders accepting the offer.
Goldway
5. Changes in associates
The persons who have become associates (2) of, ceased to be associates of, or
have changed the nature of their association (9) with, the substantial
shareholder in relation to voting interests in the company or scheme are as
follows:
Name and ACN/ARSN (if applicable) Nature of association
N/A N/A
6. Addresses
The address of persons named in this form are as follows:
Name Address
The Consortium members listed in the 'Consortium members' column of the table The addresses listed in the 'Registered address and contact details' column of
in Annexure A the table in Annexure A
Goldway R16/3F Eton Tower, 8 Hysan Avenue, Causeway Bay, Hong Kong
Signature
print name capacity Director
Jun Liu
sign here date 22 March 2024
DIRECTIONS
(1) If there are a number of substantial holders with similar or
related relevant interests (eg. a corporation and its related corporations, or
the manager and trustee of an equity trust), the names could be included in an
annexure to the form. If the relevant interests of a group of persons are
essentially similar, they may be referred to throughout the form as a
specifically named group if the membership of each group, with the names and
addresses of members is clearly set out in paragraph 7 of the form.
(2) See the definition of "associate" in section 9 of the
Corporations Act 2001.
(3) See the definition of "relevant interest" in sections 608 and
671B(7) of the Corporations Act 2001.
(4) The voting shares of a company constitute one class unless
divided into separate classes.
(5) The person's votes divided by the total votes in the body
corporate or scheme multiplied by 100.
(6) Include details of:
(a) any relevant agreement or other circumstances by which the
relevant interest was acquired. If subsection 671B(4) applies, a copy of any
document setting out the terms of any relevant agreement, and a statement by
the person giving full and accurate details of any contract, scheme or
arrangement, must accompany this form, together with a written statement
certifying this contract, scheme or arrangement; and
(b) any qualification of the power of a person to exercise, control
the exercise of, or influence the exercise of, the voting powers or disposal
of the securities to which the relevant interest relates (indicating clearly
the particular securities to which the qualification applies).
See the definition of "relevant agreement" in section 9 of the Corporations
Act 2001.
(7) Details of the consideration must include any and all benefits,
money and other, that any person from whom a relevant interest was acquired
has, or may, become entitled to receive in relation to that acquisition.
Details must be included even if the benefit is conditional on the happening
or not of a contingency. Details must be included of any benefit paid on
behalf of the substantial holder or its associate in relation to the
acquisitions, even if they are not paid directly to the person from whom the
relevant interest was acquired.
(8) If the substantial holder is unable to determine the identity of
the person (e.g. if the relevant interest arises because of an option) write
"unknown".
(9) Give details, if appropriate, of the present association and any
change in that association since the last substantial holding notice.
ANNEXURE A
MC MINING LTD ACN 008 905 388
THIS IS ANNEXURE A OF 1 PAGE REFERRED TO IN FORM 604 NOTICE OF CHANGE IN
INTERESTS OF SUBSTANTIAL HOLDER
SIGNATURE OF JUN LIU
22 March 2024
DATE
SIGNATURE OF JUN LIU
22 March 2024
DATE
Consortium member Country of incorporation Registered address and contact details Shareholding in MCM Voting Power in MCM
Senosi Group Investment Holdings Proprietary Limited South Africa Address: 4th Floor, Park Lane West, 197 Amarand Avenue, Menlyn Maine, 95,357,455 23.38%
Pretoria, South Africa, 0081
Dendocept Proprietary Limited South Africa Address: 1st Floor, Greystone, Fourways Golf Park, 32 Roos Street, Fourways 28,265,593 6.93%
2191, Johannesburg, South Africa
Jun Liu and Huan Qu as joint trustees for the Golden Eagle Trust N/A Address: 1st Floor, Greystone, Fourways Golf Park, 32 Roos Street, Fourways 26,499,345 6.50%
2191, Johannesburg, South Africa
Pacific Goal Investment Limited Hong Kong Address: R16/3F Eton Tower, 8 Hysan Avenue, Causeway Bay, Hong Kong 24,927,757 6.11%
Yi He N/A Address: 1st Floor, Greystone, Fourways Golf Park, 32 Roos Street, Fourways 8,664,674 2.12%
2191, Johannesburg, South Africa
Jun Liu N/A Address: 1st Floor, Greystone, Fourways Golf Park, 32 Roos Street, Fourways 6,735,240 1.65%
2191, Johannesburg, South Africa
Golden Archer Investment (Pty) Ltd South Africa Address: 1st Floor, Greystone, Fourways Golf Park, 32 Roos Street, Fourways 264,845 0.06%
2191, Johannesburg, South Africa
Shining Capital GP Limited Hong Kong Address: One Nexus Way, Camana Bay, Grand Cayman, KY1-9005, Cayman Islands 35,000,000 8.58%
Ying He Yuan Investment (S) Pte Ltd Singapore Address: 24 Ean Kiam Place, Singapore, 4299115 21,413,462 5.25%
Longelephant International Trade Limited Hong Kong Address: 12F, San Toi Building, 137-139 Connaught Road Central, Hong Kong 15,162,581 3.72%
Eagle Canyon International Group Holding (Hong Kong) Limited Hong Kong Address: R16/3F Eton Tower, 8 Hysan Avenue, Causeway Bay, Hong Kong Nil Nil
TOTAL 262,290,952 64.30%
ANNEXURE B
MC MINING LTD ACN 008 905 388
THIS IS ANNEXURE B OF 1 PAGE REFERRED TO IN FORM 604 NOTICE OF CHANGE IN
INTERESTS OF SUBSTANTIAL HOLDER
SIGNATURE OF JUN LIU
22 March 2024
DATE
Date of change Number of MCM Shares Consideration (per MCM Share) Consideration (total)
18 March 2024 770 $0.16 $123.20
19 March 2024 936 $0.16 $149.76
20 March 2024 20,350,325 $0.16 $3,256,052.00
TOTAL 20,352,031 N/A $3,256,324.96
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