REG - Goldway Capital Inv MC Mining Limited - Goldway Capital - Supplementary Bidder's Statement

MC MiningAnnouncement

15/02/2024 07:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240215:nRSO2607Da&default-theme=true

RNS Number : 2607D  Goldway Capital Investment Limited  15 February 2024

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (596/2014/EU) AS THE SAME HAS BEEN RETAINED IN UK
LAW AS AMENDED BY THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI
2019/310). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION
IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

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

Goldway Capital Investment Limited

(Incorporated in Hong Kong)

CR No. 3294426

 

Off-market takeover offer for all of the

ordinary shares in:

 

MC Mining Limited

Previously Coal of Africa Limited

(Incorporated and registered in Australia)

Registration number ABN 008 905 388

ISIN AU000000MCM9

JSE share code: MCZASX/AIM code: MCM

 

15 February 2024

Goldway Capital Investment Limited - First Supplementary Bidder's Statement

Goldway Capital Investment Limited (company registration number 3294426)
(Goldway) refers to its bidder's statement dated 2 February 2024 in relation
to its off-market takeover offer for all of the ordinary shares in MC Mining
Limited ACN 008 905 388 (ASX: MCM) (MCM).

In accordance with section 647(3)(a)(ii) of the Corporations Act 2001 (Cth), a
copy of Goldway's supplementary bidder's statement dated 15 February 2024
(Supplementary Bidder's Statement) is enclosed.

A copy of the Supplementary Bidder's Statement has today been lodged with the
Australian Securities and Investments Commission and served on MCM.

First Supplementary Bidder's Statement

 

1.         Introduction

 

This document is the first supplementary bidder's statement (Supplementary
Bidder's Statement) to the bidder's statement dated and lodged with ASIC on 2
February 2024 (Original Bidder's Statement) issued by Goldway Capital
Investment Limited (company registration number 3294426) (Goldway) in relation
to its off-market takeover bid for all of the ordinary shares in MC Mining
Limited ACN 008 905 388 (MCM).

 

This Supplementary Bidder's Statement is given pursuant to Division 4 of Part
6.5 of the Corporations Act 2001 (Cth) (Corporations Act) in compliance with
the requirements of section 643 of the Corporations Act.

 

This Supplementary Bidder's Statement supplements, and should be read together
with the Original Bidder's Statement. Unless the context otherwise requires,
terms defined in this Supplementary Bidder's Statement have the same meaning
as in the Original Bidder's Statement.

 

This Supplementary Bidder's Statement is dated 15 February 2024 and was lodged
with ASIC and given to ASX on that date. Neither ASIC, nor the ASX, nor any of
their respective officers takes any responsibility for the content of this
Supplementary Bidder's Statement.

 

This is an important document and requires your immediate attention.

 

If you are in any doubt about how to deal with this document, you should
contact

your legal, financial, tax or other professional advisor immediately.

 

2.         Supplementary information to the Original Bidder's Statement

 

As disclosed in the Original Bidder's Statement, Goldway confirms it has
appointed the UK Receiving Agent for the Offer to be capable of being accepted
in respect of MCM Shares held on the MCM United Kingdom Register. Accordingly,
the Original Bidder's Statement is amended in the manner set out below.

 

2.1.      Important Notices

 

In the section titled 'Important Notices', the second paragraph beneath the
subheading 'Notices to Shareholders on the MCM United Kingdom Register (i.e.,
if you hold your MCM Shares via UK Depositary Interests in CREST)' is deleted
and replaced with the following:

 

If you have any questions about this Bidder's Statement or are in any doubt as
to how to accept the Offer, or if you want to request a hard copy of this
Bidder's Statement, please contact the UK Receiving Agent, Computershare
Investor Services PLC, on +44 (0) 370 707 4040. Lines are open 8.00 a.m. to
5.30 p.m. (London time) Monday to Friday (excluding United Kingdom public
holidays). Calls may be recorded and randomly monitored for security and
training purposes. The helpline cannot provide advice on the merits of the
Offer nor give any financial, legal or tax advice.

 

In order to accept the Offer in respect of MCM Shares held on the MCM United
Kingdom Register (i.e. in respect of United Kingdom Depositary Interests in
respect of MCM Shares), please see Section 13.3 of this Bidder's Statement.

 

2.2.      Key Dates and other information

 

(a)        In the third last row of the table titled 'Key Dates', delete the words 'To be confirmed' and replace with the following:
 
Monday, 15 April 2024

 

(b)        Beneath the subheading titled 'UK Receiving Agent for the Offer', delete the words 'To be confirmed' and replace with the following:

 

Computershare Investor Services PLC

The Pavilions

Bridgwater Road

Bristol

BS13 8AE

United Kingdom

 

(c)        Beneath the subheading titled 'Goldway UK Offer Information Line', delete the words 'To be confirmed' and replace with the following:

 

 If, after reading this Bidder's Statement,                                    Phone

 you have further questions about the                                          +44 (0) 370 707 4040

 Offer and you are a Shareholder on the MCM United Kingdom Register, you can
 call the Goldway UK Offer Information Line between 8.00 a.m. and 5.30 p.m.
 (London time) Monday to Friday (excluding public holidays).

 

2.3.      Letter to MCM Shareholders

 

On page 3 of the Original Bidder's Statement, beneath the subheading titled
'Next Steps', delete subparagraph (b) and replace with the following:

 

(b)        you are a MCM Shareholder on the MCM United Kingdom Register
(as you hold your MCM Shares in CREST), please call the Goldway UK Offer
Information Line on +44 (0) 370 707 4040. Calls are charged at the standard
geographic rate and will vary by provider.

 

2.4.      Summary of the Offer

 

In the table titled 'Summary of the Offer':

 

(a)        on page 7 of the Original Bidder's Statement, delete the row with the question 'How do I accept the Offer as an MCM Shareholder on the MCM United Kingdom Register?' and replace with the following (whereby new changes are underlined for ease of reference):

 

 How do I accept the Offer as an MCM Shareholder on the MCM United Kingdom  If you are a UK Shareholder, but hold your MCM Shares in certificated form,      See Section 13.3 for further details.
 Register?                                                                  your shareholding shall be held on the MCM Australian Register.

                                                                            If you hold your MCM Shares in the form of UK Depositary Interests in
                                                                            uncertificated form (that is, in CREST), to accept the Offer in respect of
                                                                            those MCM Shares, you should follow the procedure for Electronic Acceptance
                                                                            through CREST so that the TTE instruction settles as soon as possible and, in
                                                                            any event, not later than 1.00 pm on the date prior to the Closing Date.

                                                                            If you hold your MCM Shares as a CREST Sponsored Member, you should refer
                                                                            acceptance of the Offer to your CREST Sponsor as only your CREST Sponsor shall
                                                                            be able to send the necessary TTE instruction to Euroclear.

 

(b)        on page 8 of the Original Bidder's Statement, in the row with the question 'How will I be paid?', delete the last paragraph commencing with 'Goldway will appoint a UK Receiving Agent as soon as practicable …'
 
(c)        on page 11 of the Original Bidder's Statement, delete the row with the question 'Where do I go if I have further questions?' and replace with the following (whereby new changes are underlined for ease of reference):

 

 Where do I go if I have further questions?  For queries on how to accept the Offer using the physical Acceptance Form, see
                                             the enclosed Acceptance Form.

                                             For any further queries on how to accept the Offer, or for any other queries
                                             in relation to the Offer, if you are a MCM Shareholder on the MCM Australian
                                             Register please contact the Goldway Australian Offer Information Line on 1300
                                             737 760 (for calls made within Australia), +61 2 9290 9600 (for calls made
                                             outside Australia).

                                             If you require additional assistance and you are a MCM Shareholder on the MCM
                                             United Kingdom Register (as you hold your MCM Shares in CREST), please call
                                             the Goldway UK Offer Information Line on +44 (0) 370 707 4040. 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. Please note that the above calls may be recorded.

                                             If you require additional assistance and you are a MCM Shareholder on the MCM
                                             South African Register, please call the Goldway South African Offer
                                             Information Line on +27 11 305 7346.

 

2.5.      Terms of offer

 

(a)        On page 41of the Original Bidder's Statement, in Section 13.1 'Offer', delete subparagraph (i) and replace with the following:

 

(i)         If you require additional assistance and you are a
Shareholder on the MCM United Kingdom Register (as you hold your MCM Shares in
CREST), please call the Goldway UK Offer Information Line on +44 (0) 370 707
4040. 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.

 

(b)        On page 46 of the Original Bidder's Statement, in Section 13.3 'How to accept this Offer', delete subparagraph (i) and replace with the following:

(i)          MCM Shares held in uncertificated form (i.e. in CREST)

(i)       If your MCM Shares are in uncertificated form, you should take
(or procure to be taken) the action set out below to transfer the MCM Shares
in respect of which you wish to accept the Offer to an escrow balance (that
is, issue a "TTE Instruction"), specifying 3RA26 as the Escrow Agent, as soon
as possible and in any event so that the transfer to escrow settles no later
than 1.00 pm on the date prior to the Closing Date. Note that settlement
cannot take place on weekends or public holidays (or other times at which the
CREST system is non-operational) - you should therefore ensure you time the
input of any TTE Instruction(s) accordingly.

(ii)      If you hold MCM Shares in uncertificated form, but under
different member account IDs you should complete a separate TTE Instruction in
respect of each member account ID.

(iii)     The input and settlement of a TTE Instruction in accordance with
this section will constitute an acceptance of the Offer in respect of the
number of MCM Shares so transferred to escrow.

(iv)     If you are a CREST Sponsored Member, you should refer to your
CREST Sponsor before taking any action. Your CREST Sponsor will be able to
confirm details of your participant ID and the member account ID under which
your MCM Shares are held. In addition, only your CREST Sponsor will be able to
send the TTE Instruction to Euroclear in relation to your MCM Shares.

(v)      After settlement of the TTE Instruction, you will not be able to
access the MCM Shares concerned in CREST for any transaction or charging
purposes. If the Offer becomes or is declared unconditional, the Escrow Agent
will withdraw the MCM Shares which will be transferred to Goldway.

(vi)     You are recommended to refer to the CREST Manual published by
Euroclear for further information on the CREST procedures outlined above.

(vii)    You should note that Euroclear does not make available special
procedures in CREST for any particular corporate action. Normal system timings
and limitations will therefore apply in connection with a TTE instruction and
its settlement. You should therefore ensure that all necessary action is taken
by you (or by your CREST sponsor) to enable a TTE instruction relating to your
MCM Shares to settle prior to 1.00pm on the date prior to the Closing Date. In
this regard, you are referred in particular to those sections of the CREST
Manual concerning practical limitations of the CREST system and timings.

(viii)    Goldway will make an appropriate announcement if any of the
details contained in this section alter for any reason that is material to MCM
Shareholders.

(j)      To accept the Offer

(i)         To accept the Offer in its basic form in respect of MCM
Shares held in uncertificated form, you should send (or, if you are a CREST
Sponsored Member, procure that your CREST Sponsor sends) a TTE Instruction to
Euroclear in relation to such shares. A TTE Instruction must be properly
authenticated in accordance with Euroclear's specifications and must contain,
in addition to the other information that is required for a TTE Instruction to
settle in CREST, the following details:

(A)        the number of MCM Shares to be transferred to an escrow
balance;

(B)        your member account ID;

(C)        your participant ID;

(D)       the participant ID of the Receiving Agent. This is 3RA26;

(E)        the member account ID of the Escrow Agent. This is MCMGOL01;

(F)        the intended settlement date. This should be as soon as
possible and in any event not later than 1.00 pm on the date prior to the
Closing Date;

(G)       the Corporate Action ISIN. This is MCMGOL01;

(H)        the Corporate Action Number for the Offer is allocated by
Euroclear and can be found by reviewing the relevant corporate action details
in CREST;

(I)         input with standard TTE Instruction of 80; and

(J)        your name and contact telephone number in the shared note
field.

(k)      Deposit of MCM Shares into, and withdrawals of MCM Shares from,
CREST

(i)         Normal CREST procedures (including timings) apply in
relation to any MCM Shares that are, or are to be, converted from
uncertificated to certificated form, or from certificated to uncertificated
form, during the course of the Offer (whether any such conversion arises as a
result of a transfer of MCM Shares or otherwise). MCM Shareholders who are
proposing to convert any such shares are recommended to ensure that the
conversion procedures are implemented in sufficient time to enable the person
holding or acquiring the MCM Shares as a result of the conversion to take all
necessary steps in connection with an acceptance of the Offer (in particular,
as regards delivery of share certificate(s) and/or other document(s) of title
or transfers to an escrow balance as described above) prior to 1.00pm on the
date prior to the Closing Date.

(l)      Validity of acceptances

(i)         Holders of MCM Shares in uncertificated form who wish to
accept the Offer should note that a TTE Instruction will only be valid
acceptance of that Offer as at the relevant closing date if it has settled on
or before 1.00pm on the date prior to the Closing Date. An Acceptance Form
which is received in respect of MCM Shares held in uncertificated form will
not constitute a valid acceptance and will be disregarded.

(m)      Withdrawal of acceptances

(i)         In the case of MCM Shares held in uncertificated form, an
accepting MCM Shareholder may, if permitted in accordance with Section 13.5(a)
withdraw their acceptance through CREST by sending (or, if a CREST Sponsored
Member, procuring that their CREST Sponsor sends) an ESA Instruction to settle
in CREST in relation to each Electronic Acceptance to be withdrawn. Each ESA
Instruction must, in order for it to be valid and settle, include the
following details:

(A)        the number of MCM Shares to be withdrawn, together with
their ISIN number (this is AU000000MCM9);

(B)        the member account ID of the accepting MCM Shareholder,
together with their participant ID;

(C)        the Escrow Agent's participant ID (this is 3RA26) and the
member account ID of the Escrow Agent included in the relevant Electronic
Acceptance (this is MCMGOL01);

(D)       the CREST transaction ID of the Electronic Acceptance to be
withdrawn;

(E)        the intended settlement date for the withdrawal;

(F)        the corporate action number for the Offer allocated by
Euroclear which can be found by viewing the relevant corporate action details
in CREST; and

(G)       input with a standard delivery instruction priority of 80.

(ii)        Any such withdrawal will be conditional upon the Escrow
Agent verifying that the withdrawal request is validly made. Accordingly, the
Escrow Agent will on behalf of Goldway either reject the withdrawal by
transmitting in CREST a receiving agent reject (AEAD) message or accept the
withdrawal by transmitting in CREST a receiving agent accept (AEAN) message.

(iii)          MCM Shares in respect of which acceptances have been
validly withdrawn may subsequently be re-assented to the Offer following one
of the procedures described in of this Bidder's Statement at any time while
the Offer remains open for acceptance.

(iv)          Any question as to the validity (including time of
receipt) of any notice of withdrawal will be determined by Goldway whose
determination will be final and binding. None of Goldway, MCM, the Receiving
Agent or any other person will be under any duty to give notification of any
defect or irregularity in any notice of withdrawal or will incur any liability
for failure to do so.

(n)      General

(i)            For the purposes of this Bidder's Statement, the
time of receipt of a TTE Instruction, an ESA Instruction or an Electronic
Acceptance shall be the time at which the relevant instruction settles in
CREST.

(ii)           Neither Goldway nor any person acting on behalf of
Goldway, shall have any liability to any person for any loss or alleged loss
arising from any decision as to the treatment of acceptances of the Offer or
otherwise in connection therewith.

(iii)          If you are in any doubt as to the procedures for
acceptance, please contact the UK Receiving Agent, Computershare Investor
Services PLC by post at The Pavilions, Bridgwater Road, Bristol BS13 8AE,
United Kingdom or by telephone on +44 (0) 370 707 4040. 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 8.00 am and 5.30 pm, Monday to Friday excluding
public holidays in England and Wales. Please note that the UK Receiving Agent
cannot provide any financial, legal or tax advice and calls may be recorded
and monitored for security and training purposes. You are reminded that, if
you are a CREST Sponsored Member, you should contact your CREST Sponsor before
taking any action.

(c)        On page 50 of the Original Bidder's Statement, in Section
13.5 'The effect of acceptance', add the following new subparagraphs:

 

(d)     Each MCM Shareholder by whom, or on whose behalf, an Electronic
Acceptance (in respect of MCM Shares held via Depositary Interests held in
CREST is made irrevocably undertakes, represents, warrants and agrees to and
with Goldway and the UK Receiving Agent (so as to bind such MCM Shareholder
and such MCM Shareholder's personal representatives, heirs, successors and
assigns) to the following effect:

(i)            that the Electronic Acceptance shall constitute an
acceptance of the Offer in respect of the number of MCM Shares in
uncertificated form to which a TTE Instruction relates on and subject to the
terms and conditions set out or referred to in this Bidder's Statement and
that, subject only to the rights of withdrawal set out in paragraph 13.5(a)
above, each such acceptance and election shall be irrevocable;

(ii)           that such MCM Shareholder has not, directly or
indirectly, received or sent copies or originals of this Bidder's Statement,
the Acceptance Form or any related offering documents, in, into or from a
Restricted Jurisdiction, has not utilised in connection with the Offer,
directly or indirectly, the mails or any means or instrumentality (including,
without limitation, by means of facsimile transmission, telephone or internet)
of interstate or foreign commerce of, or any facilities of a national
securities exchange of, a Restricted Jurisdiction, was outside a Restricted
Jurisdiction at the time of the input and settlement of the relevant TTE
Instruction(s), and in respect of the MCM Shares to which an Electronic
Acceptance relates, is not an agent or fiduciary acting on a non-discretionary
basis for a principal, unless such agent or fiduciary is an authorised
employee of such principal or such principal has given all instructions with
respect to the Offer from outside a Restricted Jurisdiction;

(iii)          that no TTE Instruction has been sent from a
Restricted Jurisdiction and such MCM Shareholder is accepting the Offer from
outside a Restricted Jurisdiction;

(iv)          that the Electronic Acceptance constitutes, subject to
the Offer becoming unconditional in accordance with its terms and to an
accepting MCM Shareholder not having validly withdrawn their acceptance, the
irrevocable appointment of Goldway and any director of, or any person
authorised by, them as such shareholder's attorney and/or agent and an
irrevocable instruction and authorisation to the attorney to execute all such
documents and do all such acts and things as may in the attorney's opinion be
necessary or expedient for the purpose of, or in connection with, the
acceptance of the Offer and to vest the MCM Shares in Goldway or its nominee;

(v)           that the Electronic Acceptance constitutes the
irrevocable appointment of the UK Receiving Agent as such shareholder's
attorney and an irrevocable instruction and authority to the attorney (i)
subject to the Offer becoming unconditional in accordance with its terms and
to an accepting MCM Shareholder not having validly withdrawn their acceptance,
to transfer to itself (or to such other person or persons as Goldway or its
agents may direct) by means of CREST all or any of the MCM Shares in
uncertificated form (but not exceeding the number of MCM Shares in
uncertificated form in respect of which the Offer is accepted or deemed to be
accepted); and (ii) if the Offer does not become unconditional, to give
instructions to Euroclear, immediately after the lapsing of the Offer, to
transfer all such MCM Shares to the original available balance of the
accepting MCM Shareholder;

(vi)          that the Electronic Acceptance constitutes, subject to
the Offer becoming unconditional and to an accepting MCM Shareholder not
having validly withdrawn their acceptance, an irrevocable authority and
request to Goldway or its agents to procure the making of a CREST Payment
obligation in favour of the MCM Shareholder's payment bank in accordance with
the CREST Payment arrangements in respect of any cash consideration to which
such shareholder is entitled, provided that:

(A)        Goldway may (if, for reasons outside its reasonable control,
it is not able to effect settlement through CREST) determine that all or any
part of any such cash consideration shall be paid by cheque despatched by
post; and

(B)        if the MCM Shareholder concerned is a CREST member whose
registered address is in a Restricted Jurisdiction, any cash consideration to
which such shareholder is entitled may be paid by cheque despatched by post,
in any case at the risk of such shareholder, and such cheque shall be
despatched to the first named holder at such holder's registered address
outside a Restricted Jurisdiction or as otherwise determined by Goldway;

(vii)         that, subject to the Offer becoming or being declared
unconditional (or if the Offer will become unconditional or lapse immediately
upon the outcome of the resolution in question or if the Panel consents) and
pending registration;

(viii)        that such MCM Shareholder will do all such acts and
things as shall be necessary or expedient to vest the MCM Shares in Goldway or
its nominee(s) or such other persons as Goldway may decide and all such acts
and things as may be necessary or expedient to enable the UK Receiving Agent
to perform its functions as Escrow Agent for the purposes of the Offer;

(ix)          that the creation of a CREST Payment obligation in
favour of such MCM Shareholder's payment bank in accordance with the CREST
Payment arrangements shall, to the extent of the obligation so created,
discharge in full any obligation of Goldway to pay such MCM Shareholder the
cash consideration to which they are entitled pursuant to the Offer; and

(x)           that if any provision of this section shall be
unenforceable or invalid or shall not operate so as to afford Goldway or the
UK Receiving Agent or any director of any of them the benefit or authority
expressed to be given therein, such MCM Shareholder shall with all practicable
speed do all such acts and things and execute all such documents that may be
required to enable Goldway and/or the UK Receiving Agent and/or any director
of either of them to secure the full benefits of this section.

(e)      References in this section to an MCM Shareholder shall include
references to the person or persons making an Electronic Acceptance and, if
more than one makes an Electronic Acceptance, these provisions shall apply to
them jointly and severally.

(f)      The undertakings and authorities referred to in Section 13.5(c)
will remain in force after you receive the consideration for the Relevant
Shares and after Goldway becomes registered as the holder of the Relevant
Shares.

(d)        On page 50 of the Original Bidder's Statement, in Section
13.6 'Payment of consideration', delete subparagraph (b)(i) and replace with
the following:

 

if that document is given with your Acceptance Form, Goldway will provide the
consideration in accordance with Section 13.6(a);

 

(e)        On page 52 of the Original Bidder's Statement, in Section
13.6 'Payment of consideration', delete subparagraph (g) and replace with the
following:

 

(g)     Where an acceptance relates to MCM Shares held in uncertificated
form, the cash consideration in pounds Sterling to which an accepting MCM
Shareholder is entitled shall be paid by means of a CREST Payment in favour of
the accepting MCM Shareholder's payment bank in respect of the cash
consideration due, in accordance with CREST assured payment arrangements.
Goldway reserves the right to settle all or any part of the consideration
referred to in this paragraph, for all or any accepting MCM Shareholder(s), by
cheque, if, for any reason, it wishes to do so, except in circumstances where
the accepting MCM Shareholder has informed the UK Receiving Agent in writing
prior to the Offer becoming or being declared unconditional that it is
unwilling to accept settlement of the consideration by cheque.

 

2.6.       Additional information

(a)        On page 61 of the Original Bidder's Statement, in Section
14.1 'Consents', delete the second paragraph and replace with the following
(whereby new changes are underlined for ease of reference):

This Bidder's Statement includes statements which are made in, or based on
statements made in, documents lodged with ASIC or given to ASX. Under the
terms of ASIC Corporations (Takeover Bids) Instrument 2023/683, the parties
making those statements are not required to consent to, and have not consented
to, inclusion of those statements in this Bidder's Statement. If you would
like to receive a copy of any of those documents, or the relevant parts of the
documents containing the statements, (free of charge), during the bid period,
and you are a Shareholder on the MCM Australian Register, please call the
Goldway Australian Offer Information Line on 1300 737 760 (for calls made
within Australia), +61 2 9290 9600 for calls made outside Australia). If you
would like to receive a copy of any of those documents, or the relevant parts
of the documents containing the statements, (free of charge), during the bid
period, and you are a Shareholder on the MCM United Kingdom Register, please
call the Goldway UK Offer Information Line on +44 (0) 370 707 4040. 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. Calls to these numbers may be recorded. These will be provided within 2
business days of the request. If you would like to receive a copy of any of
those documents, or the relevant parts of the documents containing the
statements, (free of charge), during the bid period, and you are a Shareholder
on the MCM South African Register, please call the Goldway South Africa Offer
Information Line on +27 11 305 7346.

(b)        On page 63 of the Original Bidder's Statement in Section
14.1 'Consents', add a new paragraph as follows before the last paragraph:

Computershare Investor Services PLC has given, and not withdrawn before the
lodgement of this Bidder's Statement with ASIC, its written consent to be
named in this Bidder's Statement as the Bidder Parties' security registrar in
the form and context in which it is so named. Computershare Investor Services
PLC has not caused or authorised the issue of this Bidder's Statement, does
not make or purport to make any statement in this Bidder's Statement or any
statement on which a statement in this Bidder's Statement is based and takes
no responsibility for any part of this Bidder's Statement other than any
reference to its name.

2.7.       Glossary and interpretation

(a)        On page 66 of the Original Bidder's Statement in Section
15.1 'Glossary', add a new subsection (c) to the defined term 'Computershare':

(c) in respect of the United Kingdom, Computershare Investor Services PLC.

(b)        On page 67 of the Original Bidder's Statement in Section
15.1 'Glossary', add the following new defined terms in alphabetical order:

 

 CREST Participant                  means a person who is, in relation to CREST, a system-participant (as defined
                                    in the CREST Regulations).
 CREST Sponsor                      means a CREST Participant admitted to CREST as a CREST sponsor.
 CREST Sponsored Member             means a CREST member admitted to CREST as a sponsored member.
 ESA Instruction                    means an escrow account adjustment instruction (as described in the CREST
                                    Manual issued by Euroclear as amended from time to time) in relation to MCM
                                    Shares held in uncertificated form.
 Escrow Agent                       means the Receiving Agent (in its capacity as an escrow agent as described in
                                    the CREST Manual).
 Goldway UK Offer Information Line  means the telephone line of the UK Receiving Agent that MCM Shareholders on
                                    the MCM United Kingdom Register can call if they have any questions in
                                    relation to the Offer, being +44 (0) 370 707 4040.

(c)        On page 70 of the Original Bidder's Statement in Section
15.1 'Glossary', delete the defined term for 'UK Receiving Agent' and replace
with the following:

 

 UK Receiving Agent  means Computershare Investor Services PLC.

2.8.       Corporate directory

(a)        On page 80 of the Original Bidder's Statement, after the
sub-section titled 'Goldway South African Transfer Secretaries', add the
following wording:

Goldway UK Registry

Computershare Investor Services PLC

The Pavilions

Bridgwater Road

Bristol

BS13 8AE

United Kingdom

(b)        On page 81 of the Original Bidder's Statement, beneath the
subheading 'Goldway UK Offer Information Line', delete the wording 'To be
confirmed.' and replace with the following:

+44 (0) 370 707 4040

Monday to Friday between 8.00am and 5.30pm (London time)

3.         Approval of Supplementary Bidder's Statement

 

A copy of this document was lodged with ASIC on 15 February 2024.  This
Supplementary Bidder's Statement prevails to the extent of any inconsistency
with the Original Bidder's Statement.  Neither ASIC nor any of its officers
takes any responsibility for the contents of this Supplementary Bidder's
Statement.

 

3.1.      Authorisation

 

This Supplementary Bidder's Statement has been approved by a resolution passed
by the sole director of Goldway.

 

 

 

Signed for on behalf of

Goldway Capital Investment Limited

 

 

 

Mr Jun Liu

Sole Director

 

Date: 15 February 2024

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  MSCEAKASFLLLEEA