REG - Shanta Gold Limited - Scheme of Arrangement Becomes Effective

Shanta GoldAnnouncement

10/05/2024 08:15

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RNS Number : 9594N  Shanta Gold Limited  10 May 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

 

10 May 2024

 

RECOMMENDED CASH ACQUISITION

 

of

 

SHANTA GOLD LIMITED

 

by

 

SATURN RESOURCES LTD

(a newly formed company wholly-owned by ETC Holdings (Mauritius) Limited)

 

to be effected by means of a scheme of arrangement under Part VIII of the
Companies (Guernsey) Law, 2008, as amended (the "Companies Law")

 

SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

 

On 20 December 2023, the boards of directors of Shanta Gold Limited ("Shanta")
and Saturn Resources Ltd ("Bidco"), a wholly-owned subsidiary of ETC Holdings
(Mauritius) Limited ("ETC Holdings"), made an announcement pursuant to Rule
2.7 of the Code (the "Rule 2.7 Announcement") that they had reached agreement
on the terms and conditions of a recommended cash acquisition, pursuant to
which Bidco will acquire the entire issued, and to be issued, share capital of
Shanta not already owned by any member of the Bidco Group (the "Acquisition").
It is intended that the Acquisition will be implemented by way of a
Court-sanctioned scheme of arrangement (the "Scheme") under Part VIII of
Companies (Guernsey) Law, 2008, as amended (the "Companies Law"). On 19 March
2024, board of directors of Bidco announced that it had reached an agreement
with the Independent Shanta Directors on the terms of a recommended increased
and final cash offer by Bidco for the entire issued, and to be issued, share
capital of Shanta not already owned by any member of the Bidco Group (the
"Increased and Final Offer").

 

The terms of the Scheme are set out in the scheme document published by Shanta
on 25 January 2024 (the "Scheme Document") and in the announcement of the
increased and final cash offer announced on 19 March 2024, copies of which are
available on Shanta's website at www.shantagold.com and on ETC Holdings'
website at https://etcholdings.net/.

 

On 8 May 2024, the board of Shanta Gold Limited ("Shanta") announced that the
Court had sanctioned the Scheme at the Scheme Court Hearing held earlier that
day.

 

Scheme Effective

 

Shanta and Saturn Resources Ltd ("Bidco") are pleased to announce that,
following the delivery of a copy of the Court Order to the Guernsey Registry
today, the Scheme has now become Effective in accordance with its terms and
the Scheme Shares are now owned by Bidco, and the entire issued share capital
of Shanta is owned by the Bidco Group.

 

General

Capitalised terms used but not defined in this announcement shall, unless
otherwise defined, have the same meanings as set out in the Scheme Document.
All references to times in this announcement are to London times unless
otherwise stated.

Settlement

 

Scheme Shareholders on the register of members of Shanta at the Scheme Record
Time, being 6.00 p.m. on 9 May 2024, will be entitled to receive 14.85 pence
in cash for each Scheme Share held (the "Consideration"). In accordance with
the terms of the Scheme, settlement of the Consideration to which any Scheme
Shareholder is entitled will be effected within 14 days of the Effective Date
in the manner and subject to what is set out below.

 

(a)          Shanta Shares held in uncertificated form (that is, in
CREST)

 

Where, at the Scheme Record Time, a Scheme Shareholder holds Shanta Shares in
uncertificated form, the Consideration to which such Scheme Shareholder is
entitled under the terms of the Scheme will be transferred to such person
through CREST by Bidco instructing or procuring the instruction of Euroclear
to create an assured payment obligation in favour of the appropriate CREST
account through which the Scheme Shareholder holds such uncertificated Shanta
Shares in respect of the Consideration due to them not later than the 14(th)
day following the Effective Date.

 

As from the Scheme Record Time, each holding of Shanta Shares credited to any
stock account in CREST will be disabled and all Shanta Shares will be removed
from CREST in due course.

 

Subject to the terms of the Scheme, Bidco reserves the right to pay all, or
any part of, the Consideration referred to above to all or any Scheme
Shareholder(s) who hold Shanta Shares in uncertificated form in the manner
referred to in paragraph (b) below if, for any reason it wishes to do so.

 

(b)          Shanta Shares held in certificated form

 

Where, at the Scheme Record Time, a Scheme Shareholder holds Shanta Shares in
certificated form, settlement of the Consideration due under the Scheme in
respect of the Scheme Shares will be despatched:

 

(i)            by first class post (or international standard post,
if overseas), by cheque drawn on a branch of a UK clearing bank; or

 

(ii)           by such other method as may be approved by the Panel.

 

All such cash payments will be made in sterling and drawn on a United Kingdom
clearing bank. Payments made by cheque will be payable to the Scheme
Shareholder(s) concerned and the encashment of any such cheque shall be a
complete discharge of Bidco's obligation under the Scheme to pay the monies
represented thereby. Bidco shall despatch or procure the despatch of cheques
within 14 days of the Effective Date to the person entitled thereto at the
address as appearing in the register of members of Shanta at the Scheme Record
Time or in accordance with any special standing instructions regarding
communications (except that, in the case of joint holders, Bidco reserves the
right to make such cheques payable to the joint holder whose name stands first
in the register of members of the Company in respect of such holding at the
Scheme Record Time or to make such cheques payable to all joint holders). None
of Shanta, Bidco, any nominee(s) of Shanta or Bidco, or any of their
respective agents shall be responsible for any loss or delay in the
transmission of cheques sent in this way, and such cheques shall be sent at
the risk of the person or persons entitled thereto.

 

If any Scheme Shareholders have not encashed their cheques within six months
of the Effective Date, Bidco and Shanta shall procure that the Consideration
due to such Scheme Shareholders under this Scheme shall be held on trust for
such Scheme Shareholders for a period of 12 years from the Effective Date, and
such Scheme Shareholders may claim the consideration due to them (plus any
interest accrued thereon, but net of any expenses and taxes) by written notice
to the Company in a form which the Company determines evidences their
entitlement to such Consideration at any time during the period of 12 years
from the Effective Date, and Bidco undertakes that neither it nor its
nominee(s) will seek, require or accept repayment of the monies so held on
trust for the purposes detailed above prior to the first Business Day after
the twelfth anniversary of the Effective Date or otherwise with the permission
of the Court.

 

(c)           General

 

All documents and remittances sent to Shanta Shareholders will be sent at the
risk of the person(s) entitled thereto.

 

On the Effective Date each certificate representing a holding of Scheme Shares
will cease to be a valid document of title and should be destroyed or, at the
request of Shanta, delivered up to Shanta, or to any person appointed by
Shanta to receive the same.

 

In accordance with the Scheme, as from the Effective Date, Shanta shall
procure that each holding of Scheme Shares credited to any stock account in
CREST shall be disabled. With effect from, or as soon as practicable after,
the Effective Date, Shanta shall procure that Euroclear is instructed to
cancel or transfer the entitlements to Scheme Shares of Holders of Scheme
Shares in uncertificated form. Following the cancellation of the entitlements
to Scheme Shares of Holders of Scheme Shares in uncertificated form, Shanta
shall procure (if necessary) that such entitlements to Scheme Shares are
dematerialised.

 

Subject to the completion of the relevant forms of transfer or other
instruments or instructions of transfer as may be required in accordance with
the Scheme, Shanta shall make or procure to be made, the appropriate entries
in its register of members to reflect the transfer of the Scheme Shares to
Bidco and/or its nominee(s).

 

The Registrar shall have the power to withhold any Consideration payable to
any Scheme Shareholder where either the Company and/or the Registrar believe
that there is a verification issue with the information provided for that
Scheme Shareholder or any underlying beneficial holders, where the information
is required for the purpose of payment of the Consideration to the Scheme
Shareholder. Further details of such trust arrangement are set out in
paragraph 3 of Part IV of the Scheme Document.

 

Except with the consent of the Panel, settlement of the consideration to which
any Scheme Shareholder is entitled under the Scheme will be implemented in
full in accordance with the terms of the Scheme free of any lien, right of
set-off, counterclaim or other analogous right to which Bidco might otherwise
be, or claim to be, entitled against such Shanta Shareholder.

 

All mandates and other instructions given to Shanta by Scheme Shareholders in
force at the Scheme Record Time relating to Scheme Shares shall, as from the
Effective Date, cease to be valid.

Suspension and cancellation of trading of Shanta Shares

 

The admission to trading of Shanta Shares on the London Stock Exchange's
Alternative Investment Market ("AIM") was suspended with effect from 7.30 a.m.
(London time) today, 10 May 2024.

 

An application has been made to AIM in relation to the cancellation of the
admission to trading of Shanta Shares on AIM, which is expected to take place
by 7.00 a.m. (London time) on 13 May 2024.

 

Director changes

 

As the Scheme has now become Effective, Shanta announces that, as of today's
date, Anthony Durrant, Elodie Grant Goodey, Eric Zurrin, Keith Marshall,
Matthieu Bos and Michelle Jenkins, are expected to tender their resignations
and step down from the Shanta Board with effect from the cancellation of
admission to trading of Shanta shares at 7.00 a.m. (London time) on 13 May
2024.

 

Full details of the Acquisition are set out in the Scheme Document.

 

Timetable

 

The expected timetable of principal events for the implementation of the
Scheme remains as set out in the Scheme Document and is also set out below.

 Cancellation of admission to trading of Shanta Shares                            By 7:00 a.m. on 13 May 2024

 Latest date for despatch of cheques and crediting of CREST accounts and          24 May 2024
 processing electronic transfers for cash consideration due under the Scheme by
 14 days after the Effective Date processing electronic transfers for cash

Enquiries:

 Shanta                                                                         Tel: +44 (0)1481 726034
 Eric Zurrin, Chief Executive Officer

 Michal Devine, Chief Financial Officer

 Liberum (Sole Financial and Rule 3 Adviser, Nominated Adviser and Sole Broker  Tel: +44 (0)20 3100 2000
 to Shanta)

 Investment Banking

 Scott Mathieson, Nikhil Varghese

 M&A

 Tim Medak, Mark Harrison, Matt Hogg

 FTI Consulting (Public Relation Adviser to Shanta)                             Tel: +44 (0)20 3727 1426

 Sara Powell, Nick Hennis

 Bidco and ETC Holdings                                                         Tel: +44 (0)20 3207 7800
 Badal Patel, CFO of Bidco

 C/o Berenberg

 Berenberg (Financial Adviser to Bidco and ETC Holdings)                        Tel: +44 (0)20 3207 7800
 Matthew Armitt, Miles Cox, Jennifer Lee, James Thompson

In connection with the Acquisition:

Addleshaw Goddard LLP is acting as legal adviser to Bidco and ETC Holdings on
English law;

Mourant Ozannes (Guernsey) LLP is acting as legal adviser to Bidco and ETC
Holdings on Guernsey law;

RBG Legal Services Limited, trading as Memery Crystal, is acting as legal
adviser to Shanta on English law; and

Carey Olsen (Guernsey) LLP is acting as legal adviser to Shanta on Guernsey
law.

IMPORTANT NOTICES

Liberum Capital Limited ("Liberum"), which is authorised and regulated in the
United Kingdom by the Financial Conduction Authority (the "FCA"), is acting as
financial adviser exclusively for Shanta and no one else in connection with
the matters set out in this announcement and will not be responsible to anyone
other than Shanta for providing the protections afforded to clients of Liberum
for providing advice in connection with any matter or arrangement referred to
herein. Neither Liberum nor any of its affiliates (nor their respective
directors, officers, employees or agents) 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
Liberum in connection with this announcement, any statement contained herein,
the Acquisition or otherwise. No representation or warranty, express or
implied, is made by Liberum as to the contents of this announcement.

Joh. Berenberg, Gossler & Co. KG ("Berenberg"), which is authorised and
regulated by the German Federal Financial Supervisory Authority ("BaFin") and
is authorised and regulated in the United Kingdom by the FCA, is acting as
financial adviser exclusively for Bidco and ETC Holdings and no one else in
connection with the matters set out in this announcement and will not be
responsible to anyone other than Bidco and ETC Holdings for providing the
protections afforded to clients of Berenberg for providing advice in
connection with any matter referred to herein. Neither Berenberg nor any of
its affiliates (nor their respective directors, officers, employees or
agents) 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 Berenberg in connection with
this announcement, any statement contained herein, the Acquisition or
otherwise.

 

 

 

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