REG - Trident Royalties - Scheme Of Arrangement Becomes Effective

Trident RoyaltiesAnnouncement

02/09/2024 07:30

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240902:nRSB3601Ca&default-theme=true

RNS Number : 3601C  Trident Royalties PLC  02 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

2 September 2024

RECOMMENDED CASH ACQUISITION

of

TRIDENT ROYALTIES PLC

by

DETERRA GLOBAL HOLDINGS PTY LTD

(a direct wholly owned subsidiary of Deterra Royalties Limited)

to be effected by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

SCHEME OF ARRANGEMENT becomes effective

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").

 

On 29 August 2024, the boards of Bidco and Trident announced that the High
Court of Justice in England and Wales had sanctioned the Scheme at the Scheme
sanction Court hearing held on 29 August 2024.

 

The boards of Bidco and Trident are pleased to announce that the Scheme has
today become Effective in accordance with its terms, following delivery of the
Court Order to the Registrar of Companies, and Trident is now a wholly-owned
subsidiary of Bidco.

 

Settlement

 

Under the terms of the Scheme, Scheme Shareholders on the register of members
of Trident at the Scheme Record Time, being 6.00 p.m. on 30 August 2024, are
entitled to receive the Cash Consideration. Cheques will be dispatched to
Scheme Shareholders holding Scheme Shares in certificated form and the CREST
accounts of Scheme Shareholders holding Scheme Shares in uncertificated form
will be credited within 14 days of today's date.

 

Suspension and cancellation of trading

 

Trading in Trident Shares on AIM was suspended with effect from 7.30 a.m.
today, 2 September 2024. Following the application for cancellation by Trident
to the London Stock Exchange, the cancellation of admission to trading of
Trident Shares on AIM is expected to be effective as of 7.00 a.m. on 3
September 2024.

 

Trident board resignations and appointment

 

As the Scheme has now become Effective, Trident duly announces that, as of
today's date, Peter Bacchus, David Reading, Leslie Stephenson and Helen Pein
have tendered their resignations and have stepped down from the Trident board.

 

Trident also duly announces that, as of today's date, Julian Andrews has been
appointed to the Trident board.

 

Other

 

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.

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 Acquisition 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 Acquisition 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 Acquisition 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 Acquisition 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 Acquisition.

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

Notice to U.S. Investors in Trident

The Acquisition 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
Acquisition 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 Acquisition, 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 Acquisition 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 Acquisition 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 the Scheme
Document, or that may be included in any other documents relating to the
Acquisition, 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
Acquisition, 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 Acquisition 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 Acquisition.

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.

Forward looking statements

This announcement (including any information incorporated by reference in this
announcement), oral statements made regarding the Acquisition, and other
information published by Deterra, Bidco or Trident contain statements which
are, or may be deemed to be, "forward-looking statements" with respect to
Deterra, Bidco, Trident and the Enlarged Deterra Group. These forward-looking
statements can be identified by the fact that they do not relate only to
historical or current facts. Forward-looking statements often use words such
as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", "aim", "will", "may", "would", "could" or "should" or other words
of similar meaning or the negative thereof. Forward-looking statements include
statements relating to the following: (i) future capital expenditures,
expenses, revenues, economic performance, synergies, financial conditions,
market growth, dividend policy, losses and future prospects; (ii) business and
management strategies and the expansion and growth of the operations of the
Deterra Group or the Trident Group; and (iii) the effects of government
regulation on the business of the Deterra Group or the Trident Group. There
are many factors which could cause actual results to differ materially from
those expressed or implied in forward-looking statements. Among such factors
are the satisfaction (or, where permitted, waiver) of the Conditions as well
as additional factors, such as domestic and global business and economic
conditions; the impact of pandemics, asset prices; market-related risks such
as fluctuations in interest rates and exchange rates, industry trends,
competition, changes in government and regulation, changes in the policies and
actions of governments and/or regulatory authorities (including changes
related to capital and tax), changes in political and economic stability
(including exposures to terrorist activities, the UK's exit from the European
Union, Eurozone instability, the Russia-Ukraine conflict), disruption in
business operations due to reorganisation activities, interest rate,
inflation, deflation and currency fluctuations, the timing impact and other
uncertainties of future or planned acquisitions or disposals or offers, the
inability of the Enlarged Deterra Group to realise successfully any
anticipated synergy benefits when the Acquisition is implemented (including
changes to the board and/or employee composition of the Enlarged Deterra
Group), the inability of the Deterra Group to integrate successfully the
Trident Group's operations and programmes when the Acquisition is implemented,
the Enlarged Deterra Group incurring and/or experiencing unanticipated costs
and/or delays (including IT system failures, cyber-crime, fraud and pension
scheme liabilities), or difficulties relating to the Acquisition when the
Acquisition is implemented. Other unknown or unpredictable factors could
affect future operations and/or cause actual results to differ materially from
those in the forward-looking statements. Such forward-looking statements
should therefore be construed in the light of such factors.

These forward-looking statements are based on numerous assumptions regarding
the present and future business strategies of such persons and the environment
in which each will operate in the future. By their nature, these
forward-looking statements involve known and unknown risks and uncertainties
(and other factors that are in many cases beyond the control of Trident,
Deterra and/or Bidco) because they relate to events and depend on
circumstances that will occur in the future. The factors described in the
context of such forward-looking statements in this announcement may cause the
actual results, performance or achievements of any such person, or industry
results and developments, to be materially different from any results,
performance or achievements expressed or implied by such forward-looking
statements. No assurance can be given that such expectations will prove to
have been correct and persons reading this announcement are therefore
cautioned not to place undue reliance on these forward-looking statements
which speak only as at the date of this announcement. None of the Deterra
Group nor Trident Group, nor any of their respective associates or directors,
officers or advisers, provide any representation, warranty, assurance or
guarantee that the occurrence of the events expressed or implied in any
forward-looking statements in this announcement will actually occur. All
subsequent oral or written forward-looking statements attributable to Deterra,
Bidco or Trident or any persons acting on their behalf are expressly qualified
in their entirety by the cautionary statements contained or referred to in
this section. Other than in accordance with their legal or regulatory
obligations (including under the Code, MAR and the AIM Rules), neither of
Deterra, Bidco nor Trident is under or undertakes any obligation, and each of
the foregoing expressly disclaims any intention or obligation, to update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise.

Electronic Communication - Information Relating to Trident Shareholders

Addresses, electronic addresses and certain other information provided by
Trident Shareholders, persons with information rights and other relevant
persons for the receipt of communications from Trident may be provided to
Bidco during the Offer Period as required under Section 4 of Appendix 4 of the
Code to comply with Rule 2.11(c) of the Code.

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 Acquisition
in hard copy form.

Rounding

Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.

Rule 2.9 Disclosure

In accordance with Rule 2.9 of the Code, Trident confirms that, as at the
Latest Practicable Date, it had in issue 293,079,382 ordinary shares of £0.01
each. The International Securities Identification Number (ISIN) for Trident
Shares is GB00BF7J2535.

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.

 

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  SOABBGDIRGXDGSG