REG - Goldway Capital Inv MC Mining Limited - Notice of Variation of Unconditional Offer

MC MiningAnnouncement

08/04/2024 07:00

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RNS Number : 5920J  Goldway Capital Investment Limited  08 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

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.

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 participate in the       Wednesday, 17 April 2024
                                           Offer
                                           Last day to trade in MCM Shares on ASX and AIM in order to participate in the   Thursday, 18 April 2024
                                           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 Shareholders on the MCM South   Monday, 22 April 2024
                                           African Register are eligible to accept the Offer
                                           Register Acceptance Date to determine which MCM Shareholders on the MCM         Monday, 22 April 2024
                                           Australian Register are eligible to accept the Offer
                                           Register Acceptance Date to determine which MCM Shareholders on the MCM United  Monday, 22 April 2024
                                           Kingdom Register are eligible to accept the Offer
                                           Offer closes                                                                    7.00pm (Sydney time) / 11.00am (SA time) on Monday, 22 April 2024
                                           Offer Consideration credited to dematerialised MCM Shareholders who hold their  Tuesday, 30 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    Tuesday, 30 April 2024
                                           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 (posted by ordinary mail at  Tuesday, 30 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                                 Tuesday, 30 April 2024
 Offer Consideration paid by means of a CREST Payment in favour of an accepting                                            Tuesday, 7 May 2024
 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)

 

 

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

 

 

 

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

 

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