REG - Deterra Royalties Trident Royalties - Rule 2.10 Disclosure - Regal

Deterra RoyaltiesAnnouncement

03/07/2024 07:45

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RNS Number : 9507U  Deterra Royalties Limited  03 July 2024

DISCLOSURE UNDER RULE 2.10 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE
"CODE")

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

3 July 2024

RECOMMENDED CASH OFFER

for

TRIDENT ROYALTIES PLC

by

DETERRA GLOBAL HOLDINGS PTY LTD

Update on the irrevocable undertaking given by Regal Funds Management Pty
Limited

 

DISCLOSURE UNDER RULE 2.10 OF THE CODE

 

On 13 June 2024, the boards of Deterra Global Holdings Pty Ltd ("Bidco") and
Trident Royalties Plc ("Trident") announced that they had reached agreement on
the terms of a recommended cash offer pursuant to which Bidco, a direct
wholly-owned subsidiary of Deterra Royalties Limited ("Deterra"), will acquire
the entire issued and to be issued share capital of Trident (the
"Acquisition") to be effected by means of a Court-sanctioned scheme of
arrangement between Trident and relevant Trident Shareholders under Part 26 of
the Companies Act 2006 (the "Scheme") (the "Rule 2.7 Announcement").

Capitalised terms used in this announcement, unless otherwise defined, shall
have the meanings given to them in the Rule 2.7 Announcement.

As set out in the Rule 2.7 Announcement, Bidco had received an irrevocable
undertaking from Regal Funds Management Pty Limited ("Regal") dated 12 June
2024 to vote (or procure the voting) in favour of the Scheme at the Court
Meeting and in favour of the Resolution to be proposed at the General Meeting
in respect of 31,301,170 Trident Shares, representing approximately 10.7 per
cent. of the issued share capital of Trident as at the Latest Practicable
Date.

On 2 July 2024, Deterra was advised by Regal that, as at 12 June 2024, Regal
was (and continues to be) able to control the exercise of rights attaching to
a further 4,160,688 Trident Shares which were not subject to the original
irrevocable undertaking (the "Additional Existing Shares"). On 2 July 2024
Regal executed a variation to the original irrevocable undertaking to update
the original irrevocable undertaking to include the Additional Existing Shares
with effect from 12 June 2024.

Therefore, the total number of Trident Shares which are subject to the
irrevocable undertaking received by Bidco from Regal in relation to Trident
Shares has increased to 35,461,858 Trident Shares, representing approximately
12.1 per cent. of the issued share capital of Trident as at the close of
business on 2 July 2024 (being the date prior to the date of this
announcement).

Therefore, the total number of Trident Shares which are subject to irrevocable
undertakings in relation to Trident Shares is 76,554,708, representing
approximately 26.1 per cent. of the issued ordinary share capital of Trident
as at close of business on 2 July 2024 (being the last business day prior to
the date of this announcement).

Enquiries:

 Bidco / Deterra                                        +61 8 6277 8880
 Julian Andrews, Managing Director
 Bronwyn Kerr, General Counsel and Company Secretary

 J.P. Morgan (Financial adviser to Bidco and Deterra)   +44 (0) 20 3493 8000
 Mathew Hocking
 Jamie Riddell
 James Robinson
 Jonty Edwards

 Gresham (Financial adviser to Bidco and Deterra)       +61 2 9224 0210
 Neville Spry
 Michael Smith
 Tom Waddell

 Trident
 Adam Davidson, Chief Executive Officer                 +1 (757) 208-5171
 Richard Hughes, Chief Financial Officer                +44 (0) 7967 589997

 BMO (Rule 3 adviser and financial adviser to Trident)  +44 (0)20 7236 1010
 Gary Mattan
 Tom Rider
 Andrew Cameron
 Nick Macann

 Grant Thornton (AIM nominated adviser)                 +44 (0)20 7383 5100
 Colin Aaronson
 Samantha Harrison

 St Brides Partners Ltd (Financial PR & IR)             +44 20 7236 1177
 Susie Geliher
 Charlotte Page

 

Eversheds Sutherland (International) LLP is retained as legal adviser to the
Wider Deterra Group.

King & Wood Mallesons is retained as Australian legal adviser to the Wider
Deterra Group.

Simmons & Simmons LLP is retained as legal adviser to Trident.

Important Notices Relating to Financial Advisers

J.P. Morgan Securities Australia Limited, together with its affiliate, J.P.
Morgan Securities plc, which conducts its UK investment banking business as
J.P. Morgan Cazenove ("J.P. Morgan Cazenove") and is authorised in the United
Kingdom by the Prudential Regulation Authority (the "PRA") and regulated by
the PRA and the Financial Conduct Authority, (together, "J.P. Morgan") is
acting as joint financial adviser exclusively for Bidco and Deterra and no one
else in connection with the matters set out in this announcement and will not
regard any other person as its client in relation to the matters in this
announcement and will not be responsible to anyone other than Bidco and
Deterra for providing the protections afforded to clients of J.P. Morgan or
its affiliates, nor for providing advice in relation to any matter or
arrangement referred to herein.

Gresham Advisory Partners Limited (ABN 88 093 611 413) ("Gresham") is acting
as joint financial adviser for the Wider Deterra Group only in Australia, in
connection with the matters set out in this announcement. Gresham is
authorised to provide financial services to wholesale clients in Australia
only, under Australian Financial Services License no. 247113. Neither Gresham
nor any of its subsidiaries, affiliates or branches owes or accepts any duty,
liability or responsibility whatsoever (whether direct, indirect,
consequential, whether in contract, in tort, under statute or otherwise) to
any person who is not a client of Gresham in connection with this
Announcement, any statement or other matter or arrangement referred to herein
or otherwise.

BMO Capital Markets Limited ("BMO"), which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting exclusively as
Rule 3 adviser and financial adviser for Trident and for no one else in
connection with the matters set out or referred to in this Announcement and
will not be responsible to anyone other than Trident for providing the
protections offered to clients of BMO nor for providing advice in relation to
the matters set out or referred to in this Announcement. Neither BMO nor any
of its affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of BMO in connection
with this Announcement, its contents and/or any matter or statement set out or
referred to herein or otherwise.

Grant Thornton UK LLP ("Grant Thornton") is authorised and regulated in the
United Kingdom by the Financial Conduct Authority and is acting as nominated
adviser for Trident and for no one else in connection with the matters set out
or referred to in this Announcement and will not be responsible to anyone
other than Trident for providing the protections offered to clients of Grant
Thornton nor for providing advice in relation to the matters set out or
referred to in this Announcement. Neither Grant Thornton nor any of its
affiliates owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Grant Thornton in connection
with this Announcement, any matter or statement set out or referred to herein
or otherwise.

Further Information

This Announcement is for information purposes only and is not intended to and
does not constitute, or form any part of, an offer or invitation to purchase,
otherwise acquire, subscribe for, exchange, sell or otherwise dispose of, any
securities or the solicitation of any vote or approval in any jurisdiction
pursuant to the Offer or otherwise.

The Offer will be subject to English law and to the applicable requirements of
the Code, the Panel, the AIM Rules, the London Stock Exchange and the FCA.

The Offer will be made solely by the Scheme Document (or, in the event that
the Offer is to be implemented by means of a Takeover Offer, the Offer
Document), which, together with the Forms of Proxy, will contain the full
terms and conditions of the Offer, including details of how to vote in respect
of the Scheme. Any voting decision or response in relation to the Offer should
be made solely on the basis of the information contained in the Scheme
Document (or, in the event that the Offer is to be implemented by means of a
Takeover Offer, the Offer Document). Trident Shareholders are advised to read
the formal documentation in relation to the Offer carefully once it has been
published. Each Trident Shareholder is urged to consult their independent
professional adviser regarding the tax consequences of the Offer.

This Announcement does not constitute a prospectus or a prospectus equivalent
document.

If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or from an independent financial adviser duly authorised under the FSMA.

Overseas Shareholders

The release, publication or distribution of this Announcement in or into
certain jurisdictions other than the United Kingdom may be restricted by the
laws of those jurisdictions and therefore any persons who are not resident in
the United Kingdom or who are subject to the laws of any jurisdiction other
than the United Kingdom (including Restricted Jurisdictions) should inform
themselves about, and observe, any applicable legal or regulatory
requirements. In particular, the ability of persons who are not resident in
the United Kingdom or who are subject to the laws of another jurisdiction to
vote their Trident Shares in respect of the Scheme at the Court Meeting or the
General Meeting, or to execute and deliver Forms of Proxy appointing another
to vote at the Court Meeting or the General Meeting on their behalf, may be
affected by the laws of the relevant jurisdictions in which they are located
or to which they are subject. Any failure to comply with applicable legal or
regulatory requirements of any jurisdiction may constitute a violation of
securities laws or regulations in that jurisdiction. To the fullest extent
permitted by applicable law or regulations, the companies and persons involved
in the Offer disclaim any responsibility or liability for the violation of
such restrictions by any person.

This Announcement has been prepared for the purpose of complying with English
law and the Code and the information disclosed may not be the same as that
which would have been disclosed if this Announcement had been prepared in
accordance with the laws of jurisdictions outside England.

Unless otherwise determined by Bidco or required by the Code, and permitted by
applicable law and regulation, the Offer will not be made, directly or
indirectly, in or into or by use of the mails or any other means or
instrumentality (including, without limitation, telephonic or electronic) of
interstate or foreign commerce of, or any facility of a national, state or
other securities exchange of, a Restricted Jurisdiction or any other
jurisdiction where to do so would violate the laws in that jurisdiction, and
the Offer will not be capable of acceptance by any such use, means,
instrumentality or facility or from within a Restricted Jurisdiction or any
other jurisdiction if to do so would constitute a violation of the laws in
that jurisdiction. Accordingly, copies of this Announcement and any formal
documentation relating to the Offer are not being, and must not be, directly
or indirectly, mailed or otherwise forwarded, distributed or sent in or into
or from any Restricted Jurisdiction or any jurisdiction where to do so would
constitute a violation of the laws of such jurisdiction and persons receiving
such documents (including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in or into or from any Restricted
Jurisdiction or any jurisdiction where to do so would constitute a violation
of the laws of such jurisdiction. Doing so may render invalid any related
purported vote in respect of acceptance of the Offer.

Further details in relation to Trident Shareholders in overseas jurisdictions
will be contained in the Scheme Document.

Notice to U.S. Investors in Trident

The Offer relates to the shares of a company registered under the laws of
England and Wales and is proposed to be made by way of a scheme of arrangement
provided for under Part 26 of the Companies Act. This Announcement, the Scheme
Document and certain other documents relating to the Offer have been or will
be prepared in accordance with English law, the Code and UK disclosure
requirements, format and style, all of which differ from those in the United
States. The Offer, implemented by way of a scheme of arrangement, is not
subject to the tender offer rules or the proxy solicitation rules under the
U.S. Exchange Act of 1934, as amended (the "U.S. Exchange Act"). Accordingly,
the Offer is subject to the procedural and disclosure requirements of and
practices applicable in the UK to a scheme of arrangement involving a target
company in England with its securities admitted to trading on the London Stock
Exchange, which differ from the procedural and disclosure requirements of U.S.
tender offer and proxy solicitation rules. If, in the future, Bidco exercises
its right to implement the Offer by way of a Takeover Offer and determines to
extend the Takeover Offer into the United States, the Takeover Offer will be
made in compliance with applicable U.S. laws and regulations including without
limitation and to the extent applicable, under Section 14(e) of the U.S.
Exchange Act and Regulation 14E thereunder as well as the U.S. Securities Act
of 1933, as amended. Such a Takeover Offer would be made in the United States
by Bidco and no one else.

The financial information that is included in this Announcement or that may be
included in the Scheme Document, or any other documents relating to the Offer,
has been or will be prepared in accordance with International Financial
Reporting Standards or other reporting standards or accounting practice
applicable in the United Kingdom and thus may not be comparable to financial
information of U.S. companies or companies whose financial statements are
prepared in accordance with U.S. generally accepted accounting principles.
None of the financial information in this Announcement has been audited in
accordance with auditing standards generally accepted in the United States or
the auditing standards of the Public Company Accounting Oversight Board
(United States).

It may be difficult for U.S. Trident Shareholders to enforce their rights and
any claim arising out of the U.S. federal securities laws or the laws of any
state or other jurisdiction in the United States in connection with the Offer,
because Trident is located in a non-U.S. country, and some or all of its
officers and directors may be residents of a non-U.S. country. U.S. Trident
Shareholders may not be able to sue a non-U.S. company or its officers or
directors in a non-U.S. court for violations of the U.S. federal securities
laws or the laws of any state or other jurisdictions in the United States.
Further, it may be difficult to compel a non-U.S. company and its affiliates
to subject themselves to a U.S. court's jurisdiction or judgment.

U.S. Trident Shareholders also should be aware that the Offer may have tax
consequences in the United States and that such consequences, if any, are not
described herein. The receipt of cash by a U.S. holder of Trident Shares as
consideration for the transfer of its Scheme Shares pursuant to the Scheme may
be a taxable transaction for U.S. federal income tax purposes and under
applicable U.S. state and local, as well as foreign and other, tax laws.

U.S. Trident Shareholders (including U.S. holders) are urged to consult with
legal, tax and financial advisers in connection with making a decision
regarding the Offer.

Notice to Trident Shareholders in Australia

To the extent that this Announcement is received by a Trident Shareholder in
Australia, it is provided in reliance upon ASIC Corporations (Unsolicited
Offers-Foreign Bids) Instrument 2015/1070.

Publication on Website

A copy of this Announcement and the documents required to be published
pursuant to Rule 26.1 and Rule 26.2 of the Code will be made available
(subject to certain restrictions relating to persons resident in Restricted
Jurisdictions), free of charge, at
www.deterraroyalties.com/investors/proposed-acquisition-of-trident
(https://url.uk.m.mimecastprotect.com/s/IGjECgLJ6T9LYKNHN4TAA?domain=deterraroyalties.com)
and Trident's website at https://tridentroyalties.com/recommended-offer
(https://url.uk.m.mimecastprotect.com/s/2jkDCwmpZiK2kRMIVR8xr?domain=tridentroyalties.com)
by no later than 12 noon on the Business Day following the date of this
Announcement.

Neither the contents of these websites nor the content of any other website
accessible from hyperlinks on such websites is incorporated into, or forms
part of, this Announcement.

Hard Copy Documents

In accordance with Rule 30.3 of the Code, Trident Shareholders, persons with
information rights and participants in the Trident Share Scheme may request a
hard copy of this Announcement by contacting Trident's registrar, Neville
Registrars, on +44 (0) 121 585 1131 or by sending a request in writing to
Neville Registrars at Neville House, Steelpark Road, Halesowen, B62 8HD. Calls
are charged at the standard geographic rate and will vary by provider. Calls
from outside the United Kingdom will be charged at the applicable
international rate. The helpline is open between 9.00 a.m. to 5.00 p.m.
(London time), Monday to Friday excluding for public holidays in England and
Wales. Please note that Neville Registrars cannot provide any financial, legal
or tax advice and calls may be recorded and monitored for security and
training purposes. For persons who receive a copy of this Announcement in
electronic form or via a website notification, a hard copy of this
Announcement will not be sent unless so requested. Such persons may, subject
to applicable securities laws, also request that all future documents,
announcements and information be sent to them in relation to the Offer in hard
copy form.

Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the Offer Period and, if later, following the announcement in
which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant securities
of each of (i) the offeree company and (ii) any securities exchange
offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of
the Code applies must be made by no later than 3.30 p.m. (London time) on the
10th business day (as defined in the Code) following the commencement of the
offer period and, if appropriate, by no later than 3.30 p.m. (London time) on
the 10th business day (as defined in the Code) following the announcement in
which any securities exchange offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1
per cent. or more of any class of relevant securities of the offeree company
or of any securities exchange offeror must make a Dealing Disclosure if the
person deals in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions in, and
rights to subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the extent that
these details have previously been disclosed under Rule 8 of the Code. A
Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be
made by no later than 3.30 p.m. (London time) on the business day (as defined
in the Code) following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3 of the Code.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4 of the Code).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the Offer Period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

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