REG - Trident Royalties - Cancellation of Trident Shares To Trading on AIM

Deterra RoyaltiesAnnouncement

03/09/2024 08:45

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RNS Number : 3641C  Trident Royalties PLC  03 September 2024

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 September 2024

RECOMMENDED cash acquisition

of

trident royalties plc

by

deterra global holdings pty ltd

(a direct wholly owned subsidiary of Deterra Royalties Limited)

 

Cancellation of TRIDENT shares to trading on aim

On 13 June 2024, the boards of Deterra Global Holdings Pty Ltd ("Bidco") and
Trident Royalties Plc ("Trident") announced that they had agreed the terms of
a recommended cash acquisition of Trident by Bidco pursuant to which Bidco
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 under Part 26 of the Companies Act 2006 (the "Scheme"). The
circular in relation to the Scheme was published on 4 July 2024 (the "Scheme
Document").

 

Further to the announcement made by the boards of Bidco and Trident on 2
September 2024 that the Scheme has become Effective in accordance with its
terms, the boards of Bidco and Trident today announce that, following an
application by Trident, the London Stock Exchange has cancelled the trading of
Trident Shares on AIM, with effect from 7.00 a.m. today, 3 September 2024.

 

Unless otherwise defined, all capitalised terms in this announcement shall
have the meanings given to them in the Scheme Document.

 

All references to times in this announcement are to London time, unless
otherwise stated.

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

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 Acquisition or otherwise.

The Acquisition 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 Acquisition is being made solely by the Scheme Document (or, in the event
that the Acquisition 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 Acquisition, including details of how to vote
in respect of the Scheme. Any voting decision or response in relation to the
Acquisition should be made solely on the basis of the information contained in
the Scheme Document (or, in the event that the Acquisition 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
Acquisition carefully once it has been published. Each Trident Shareholder is
urged to consult their independent professional adviser regarding the tax
consequences of the Acquisition.

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.

 

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