REG - Goldway Capital Inv MC Mining Limited - Goldway - Notice of Extension of Offer Period

MC MiningAnnouncement

04/04/2024 07:00

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RNS Number : 3005J  Goldway Capital Investment Limited  04 April 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

4 April 2024

 

 The Manager

 Markets Announcements Office

 Australian Securities Exchange

 Level 50, South Tower, Rialto

 525 Collins Street

 Melbourne VIC 3000

Dear Manager

 

Goldway Capital Investment Limited - Notice of Variation of Offer (Extension
of Offer Period)

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).

Goldway attaches by way of service:

i.             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) / 10.00am (South
Africa time) on Friday, 19 April 2024; and

ii.            pursuant to section 630(2) of the Corporations Act a
notice of the new date for giving notice on the status of the conditions of
the Offer set out in Section 13.9 of Goldway's bidder's statement dated 2
February 2024 as a result of the extension of the period during which the
Offer will remain open for acceptance.

 

The Offer was due to close at 7.00pm (Sydney time) / 10.00am (South Africa
time) on Friday, 5 April 2024. ASIC has granted relief to Goldway to allow
Goldway to extend the close of the Offer period from 7.00pm (Sydney time) /
10.00am (South Africa time) on Friday, 5 April 2024 to 7.00pm (Sydney time) /
10.00am (South Africa time) on Friday, 19 April 2024. Absent such ASIC relief,
section 650C(2) of the Corporations Act prevents Goldway from extending the
Offer after giving of a notice of status of defeating conditions under section
630(3) of the Corporations Act (which Goldway gave on Friday, 22 March 2024)
if the Offer remains subject to one or more defeating conditions. The Offer
remains subject to defeating conditions and a notice of status of defeating
conditions will be released on ASX, RNS and SENS on Friday, 5 April 2024.

 

The notice was lodged with the Australian Securities and Investments
Commission and sent to ASX and MCM today.

Key Dates

 

The Key Dates in respect of the Offer are as follows:

 

 Notice of status of defeating conditions released on ASX, RNS and SENS          Friday, 5 April 2024
 Anticipated date of finalisation and currency conversion announcement released  Tuesday, 9 April 2024
 on ASX, RNS and SENS (by 11:00 SA time)
 Last day to trade in MCM Shares on the JSE in order to participate in the       Tuesday, 16 April 2024
 Offer
 Last day to trade in MCM Shares on ASX and AIM in order to participate in the   Wednesday, 17 April 2024
 Offer
 MCM Shares trade 'ex' the Offer on the JSE                                      Wednesday, 17 April 2024
 MCM Shares trade 'ex' the Offer on ASX and AIM                                  Thursday, 18 April 2024
 Register Acceptance Date to determine which MCM Shareholders on the MCM South   Friday, 19 April 2024
 African Register are eligible to accept the Offer
 Register Acceptance Date to determine which MCM Shareholders on the MCM         Friday, 19 April 2024
 Australian Register are eligible to accept the Offer
 Register Acceptance Date to determine which MCM Shareholders on the MCM United  Friday, 19 April 2024
 Kingdom Register are eligible to accept the Offer
 Offer closes (unless extended accordance with the Corporations Act)             7.00pm (Sydney time) / 10.00am (SA time) on Friday, 19 April 2024
 Offer Consideration credited to dematerialised MCM Shareholders who hold their  Monday, 29 April 2024
 MCM Shares on the MCM South African Register (see note 4 below)
 Offer Consideration paid to Certificated MCM Shareholders who hold their MCM    Monday, 29 April 2024
 Shares on the MCM South African Register (subject to receipt by Computershare
 of documents of title on or prior to 10.00am on the Closing Date and a duly
 completed yellow SA Acceptance Form (see note 4 below)
 Offer Consideration paid by means of a CREST Payment in favour of an accepting  Monday, 29 April 2024
 MCM Shareholder who hold their MCM Shares on the MCM United Kingdom Register
 Offer Consideration paid by means of EFT or cheque (posted by ordinary mail at  Monday, 29 April 2024
 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                                 Monday, 29 April 2024

1.     Please note that the above dates are indicative only and subject to
change. 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.

 

Yours faithfully

 

 

 

 Jun Liu

 Sole Director

 Goldway Capital Investment Limited (company registration number 3294426)

 

Goldway Capital Investment Limited

CR No. 3294426

 

NOTICE OF VARIATION OF OFFER - EXTENSION OF OFFER PERIOD

Sections 650D and 630(2)(b) of the Corporations Act 2001 (Cth)

 

To:       Australian Securities and Investments Commission (ASIC)

ASX Limited

            MC Mining Limited ACN 008 905 388 (MCM)

Each MCM shareholder, and other person, referred to in section 650D(1)(c) of
the Corporations Act 2001 (Cth) (as modified by ASIC Corporations (Takeover
Bids) Instrument 2023/683)

 

Goldway Capital Investment Limited (company registration number 3294426)
(Goldway) has made offers under an 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).

Goldway notes that under the Bidder's Statement, the Offer was due to close at
7.00pm (Sydney time) / 10.00am (South Africa time) on Friday, 5 April 2024
(unless extended further under the Corporations Act 2001 (Cth) (Corporations
Act)).

ASIC relief to extend the Offer period

Goldway wishes to advise that it applied for ASIC relief to further extend the
Offer to 7.00pm (Sydney time) / 10.00am (South Africa time) on Friday, 19
April 2024 (representing a further extension to the Offer of fourteen days).
Absent such ASIC relief, Goldway would not otherwise be able to further extend
the Offers, as:

i.             the Offer remains subject to a 50.1% minimum
acceptance condition which cannot be waived by Goldway; and

ii.            section 650C(2) of the Corporations Act prevents
Goldway from extending the Offer after the giving of a notice of status of
defeating conditions under section 630(3) of the Corporations Act (which
Goldway gave on Friday, 22 March 2024) if the Offer remains subject to one or
more defeating conditions.

Goldway sought the further fourteen day extension to allow sufficient time to
allow MCM shareholders who have not yet accepted the Offer the opportunity to
do so.

Extension of Offer period

ASIC has advised that it has decided to grant the relief sought by Goldway. As
such, Goldway gives notice under section 650D(1) of the Corporations Act that
it varies the Offer by:

i.              extending the close of the Offer period from
7.00pm (Sydney time) / 10.00am (South Africa time) on Friday, 5 April 2024 to
7.00pm (Sydney time) / 10.00am (South Africa time) on Friday, 19 April 2024;
and

ii.             substituting the date "5 April 2024" with the date
"19 April 2024" in the Bidder's Statement, the Acceptance Form and in all
other instances where 5 April 2024 appears (or is deemed to appear) as the
last day of the Offer period.

 

New date for giving notice of status of conditions which the Offer is subject

Goldway gives notice under section 630(2) of the Corporations Act that:

i.             the new date for giving notice of the status of the
conditions of the Offer is Friday, 5 April 2024; and

ii.            as at the date of this notice:

a.           the defeating condition set out in paragraph (h) of
Section 13.9 of the Bidder's Statement (No prescribed occurrences prior to
dispatch) has been fulfilled on 2 February 2024 (as stated in the notice given
by Goldway under section 630(3) of the Corporations Act on 22 March 2024); and

b.          no other defeating condition set out in Section 13.9 of
the Bidder's Statement have been fulfilled and accordingly, the Offer remains
subject to those defeating conditions.

A copy of this notice was lodged with ASX and ASIC on 4 April 2024. Neither
ASX nor ASIC takes any responsibility for the contents of this notice.

A copy of this notice is also being posted by Goldway to each MCM shareholder,
and other person, referred to in section 650D(1)(c) of the Corporations Act
(as modified by ASIC Corporations (Takeover Bids) Instrument 2023/683).

Date: 4 April 2024

 

 Jun Liu

 Sole Director

 Goldway Capital Investment Limited

 

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