AIM and Media Release
12 September 2024
Base Resources Limited
Federal Court approves Scheme
Base Resources Limited (ASX & AIM: BSE) (Base Resources) is pleased to advise
that the Federal Court of Australia (Court) has today made orders approving
the proposed acquisition of Base Resources by a wholly owned subsidiary of
Energy Fuels Inc. (Energy Fuels) by way of scheme of arrangement.
Base Resources expects to lodge an office copy of the Court orders with the
Australian Securities & Investments Commission tomorrow, at which time the
Scheme will become legally effective. Base Resources will also request that
the quotation of Base Resources shares on the ASX and AIM be suspended
tomorrow (13 September 2024), from the close of trading on ASX and the
commencement of trading on AIM.
Special Dividend
On 26 August 2024, Base Resources announced that the Board had determined to
pay a Special Dividend of AUD 6.5 cents per Base Resources share, subject to
the Scheme becoming effective. This dividend will be unfranked.
The Special Dividend Record Date for Base Resources DI Holders will be 6.00pm
(London time) on 18 September 2024, and will be paid on 1 October 2024.
Scheme Consideration
Subject to the Scheme becoming effective, Base Resources shareholders and Base
Resources DI Holders (other than ineligible foreign shareholders and electing
small shareholders, see details below) will be entitled to receive the Scheme
Consideration of 0.0260 Energy Fuels shares for each Base Resources share held
at the Scheme Record Date, being 6.00pm (London time) on 20 September 2024 for
Base Resources DI Holders.
Ineligible foreign shareholders and electing small shareholders will not
receive Energy Fuels shares under the Scheme. Instead, the Energy Fuels
shares that would otherwise have been issued to the ineligible foreign
shareholder or electing small shareholder will be allotted to the sale agent
for sale on the TSX and NYSE. Energy Fuels will procure, as soon as
reasonably practicable after the Implementation Date (and in any event within
30 days after the Implementation Date) that the sale agent sells or procures
the sale of those Energy Fuels Shares in the ordinary course of trading on the
TSX or the NYSE and in such manner, at such price and on such other terms as
the sale agent reasonably determines (Sale Facility). Ineligible foreign
shareholders and electing small shareholders will receive their pro-rata
proportion of the net cash proceeds realised from the sale of those Energy
Fuels shares (after deducting reasonable brokerage and other selling costs,
taxes and charges). Further details are set out in Section 10.6 of the
Scheme Booklet.
Base Resources DI Holders are reminded that small shareholders (being those
holding 350,000 Base Resources DIs or fewer at the Scheme Record Date) may
elect to have all, but not some, of the new Energy Fuels Shares they are
entitled to allotted to the sale agent and sold through the Sale Facility (as
described above).
For a Base Resources DI Holder that is a small shareholder to make an election
to participate in the Sale Facility, they must provide an election instruction
through CREST by following the instructions set out in Annexure 2 of the
Scheme Booklet. The deadline for receipt of CREST election instructions by
the Depositary is 1.00pm (London time) on 18 September 2024.
Timetable
The remaining key dates for the Scheme are set out below.
Event Date
Effective Date and last day of trading of Base Resources shares, with trading of Base Resources Shares on ASX suspended from close of trading on ASX and trading of Base Resources DIs to be suspended from commencement of trading on AIM 13 September 2024
Special Dividend Record Date 18 September 2024 (6.00pm London time for Base Resources DI Holders)
Latest time and date for receipt of elections via CREST for Small Shareholders that are Base Resources DI Holders 18 September 2024 (1.00pm London time)
Scheme Record Date 20 September 2024 (6.00pm London time for Base Resources DI Holders)
Special Dividend Payment Date 1 October 2024
Implementation Date 2 October 2024
New Energy Fuels shares commence trading 2 October 2024
Delisting of Base Resources from ASX and AIM 3 October 2024
Base Resources will provide updates of any material developments in relation
to the Scheme as the timetable progresses.
Scheme information line
If you have any questions in relation to the Scheme, please contact the Base
Resources Scheme information line on 1300 271 804 (within Australia) and +61 3
9938 4380 (outside Australia) between 8.30am and 5.00pm (Melbourne time),
Monday to Friday, excluding public holidays.
Issue of new shares
As detailed in Section 10.3 of the Scheme Booklet, in accordance with the
terms of the Base Resources Long Term Incentive Plan (LTIP), the Base
Resources Board exercised its discretion to accelerate testing of the
performance criteria and gates to vesting for the unvested Base Resources
Performance Rights on issue. Following testing, 52,417,195 unvested Base
Resources performance rights will vest, subject to and conditional on the
Scheme becoming effective (expected for 13 September 2024). In connection
with this vesting, 49,745,727 new Base Resources ordinary shares will be
issued to the LTIP trustee for allocation to participants upon exercise of
vested performance rights (with the balance to be satisfied by the allocation
of Base Resources ordinary shares already held by the LTIP trustee).
Application has been made for the 49,745,727 new Base Resources ordinary
shares to be admitted to trading on AIM on 13 September 2024. Following
Admission, the Company will have 1,227,757,577 ordinary shares in issue.
ENDS.
For further information contact:
Australian Media Relations UK Media Relations
Sodali & Co Tavistock Communications
Cameron Gilenko and Michael Weir Jos Simson and Gareth Tredway
Tel: +61 8 6160 4900 Tel: +44 20 7920 3150
This release has been authorised by the Base Resources Disclosure Committee.
About Base Resources
Base Resources is an Australian based, African focused, mineral sands producer
and developer with a track record of project delivery and operational
performance. The Company operates the established Kwale Operations in Kenya
and is developing the Toliara Project in Madagascar. Base Resources is an
ASX and AIM listed company. Further details about Base Resources are
available at www.baseresources.com.au.
PRINCIPAL & REGISTERED OFFICE
Level 3, 46 Colin Street
West Perth, Western Australia, 6005
Email: info@baseresources.com.au
Phone: +61 8 9413 7400
Fax: +61 8 9322 8912
NOMINATED ADVISER & JOINT BROKER
Canaccord Genuity Limited
James Asensio / Raj Khatri / George Grainger
Phone: +44 20 7523 8000
JOINT BROKER
Berenberg
Matthew Armitt / Detlir Elezi
Phone: +44 20 3207 7800
Copyright (c) 2024 PR Newswire Association,LLC. All Rights Reserved