REG - MC Mining Limited - Extension of Offer Period for Off-Market Takeover

MC MiningAnnouncement

04/04/2024 16:30

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RNS Number : 3906J  MC Mining Limited  04 April 2024

ANNOUNCEMENT
 
                4 April 2024

 

EXTENSION OF OFFER PERIOD FOR OFF-MARKET TAKEOVER BY GOLDWAY

 

The independent board committee (IBC) of MC Mining Limited (MCM or the Target)
refers to the A$0.16 off-market takeover offer by Goldway Capital Investment
Limited (Goldway) for all of the shares in MCM not currently owned by
associates of Goldway (the Offer). The Offer was scheduled to close tomorrow,
5 April 2024. Today, Goldway announced that the Australian Securities and
Investments Commission (ASIC) had granted relief to Goldway for a two week
extension of the Offer Period, such that the Offer will now close on Friday,
19 April 2024 (the Extension).

 

In relation to the Extension, the IBC notes:

 

1.           Goldway's previous statements (including in its Third
Supplementary Bidder's Statement dated 21 March 2024) that it will not be
increasing the Offer or extending the Offer Period;

2.           Goldway's substantial shareholding disclosure of 2
April 2024 that it had a relevant interest in the shares of MCM of 76.4%
(short of the minimum 82.19% level necessary to satisfy the 'Minimum
Acceptance' condition of the defeating conditions for the Offer to proceed);
and

3.           Goldway's recent Supplementary Bidder's Statements
criticising the IBC and the Independent Expert, who concluded that the Offer
is neither fair nor reasonable,

which, taken together, suggest to the IBC that Goldway has reneged on its
undertaking not to extend the Offer in an attempt to pressure minority
Shareholders to accept the Offer such that the 'Minimum Acceptance' level is
reached.

 

The Extension appears to be an opportunistic move by Goldway, just 24 hours
prior to the intended closing date of the Offer. In the two-month period since
it released its Bidder's Statement, Goldway has notified total acceptances of
the Offer from shareholders representing 12.1% of the issued shares, being
only 34.0% of shares to which the Offer relates.

 

The IBC is extremely disappointed in Goldway's failure to honour the 'best and
final' statements that it has previously made to Shareholders in the context
of its attempt to take control of MCM. The IBC is eager for the takeover
process to be finalised so that the progression of opportunities to secure
funding can be resumed to maximise the value of MCM for all Shareholders.

 

As stated in the Target's Statement dated 4 March 2024, and confirmed in the
Supplementary Target's Statement dated 18 March 2024, containing the
Independent Expert's Report concluding that the Offer is neither fair nor
reasonable, the IBC unanimously recommends that Shareholders DO NOT ACCEPT the
Offer. Goldway's recent announcements do not provide any new information which
causes the IBC to change its unanimous recommendation to Shareholders.

 

For questions, please contact the Target Shareholder Line on +61 461 444 038
between 9am and 7pm (Sydney time) on Business Days (if calling from within
Australia) or between 11am - 1pm (Johannesburg time) or 9am - 11am (London
time).

 

The IBC looks forward to your continuing support.

 

Mr Nhlanhla
Nene
Mr Khomotso Mosehla

Chairman of MC Mining
Limited
Chairman of the IBC

This announcement has been approved for release by MCM's Disclosure Committee.

 

The information contained within this announcement is deemed by MCM to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) No. 596/2014 as it forms part of United Kingdom domestic law by virtue of
the European Union (Withdrawal) Act 2018, as amended.

 

 

 For more information contact:
 Tony Bevan                     Company Secretary                   Endeavour Corporate Services          +61 42 1072 165
 Company advisers:
 Richard Johnson / Rob Patrick  Nominated Adviser                   Strand Hanson Limited                 +44 20 7409 3494

 Rory Scott                     Broker (AIM)                        Tennyson Securities                   +44 20 7186 9031
 Marion Brower                  Financial PR (South Africa)         R&A Strategic Communications          +27 11 880 3924
 BSM Sponsors Proprietary Limited is the nominated JSE Sponsor

About MC Mining Limited:

MC Mining is an AIM/ASX/JSE-listed coal exploration, development and mining
company operating in South Africa. MC Mining's key projects include the
Uitkomst Colliery (metallurgical and thermal coal), Makhado Project (hard
coking coal), Vele Colliery (semi-soft coking and thermal coal), and the
Greater Soutpansberg Projects (coking and thermal coal).

 

 

 

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