REG - MC Mining Limited - Response to Offer Being Declared Unconditional

MC MiningAnnouncement

10/04/2024 08:00

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RNS Number : 0038K  MC Mining Limited  10 April 2024

ANNOUNCEMENT
                               10 April 2024

 

INDEPENDENT BOARD COMMITTEE'S RESPONSE TO GOLDWAY'S OFFER BEING DECLARED
UNCONDITIONAL

 

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 (Offer).

 

The IBC notes that as at 8 April 2024 the Offer has now been declared
unconditional by Goldway and that Goldway and the associated Consortium
members have disclosed a relevant interest in 83.67% of the issued shares.

 

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 7.00pm (Sydney time)/ 11.00am
(South Africa time)/ 10.00am (UK time) on Monday, 22 April 2024.

 

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 in light of
the following:

 

(a)  Goldway's statements in its various bidder's statements regarding the
intention to progress a de-listing of MCM;

 

(b)  Goldway's statements that it may exercise rights for the compulsory
acquisition of all remaining MCM Shares if Goldway acquires a relevant
interest in 91.075% or more of the MCM Shares;

 

(c)   the limited liquidity in the trading of MCM's shares on the ASX, AIM
and JSE; and

 

(d)  there is, in the view of the IBC, no likelihood of an alternative bid or
competing proposal on more favourable terms arising in the near term.

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.

 

For questions, please contact the Target Shareholder Line on +61 461 444 038
between 9.00am and 7.00pm (Sydney time) on Business Days (if calling from
within Australia) or between 11am - 1pm (Johannesburg time) or 9am - 11am
(London time).

 

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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