TIDMMIO
RNS Number : 1120A
Minco PLC
21 March 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION.
This is an announcement of a possible OFFER falling UNDER RULE
2.4 OF THE IRISH TAKEOVER PANEL ACT, TAKEOVER RULES 2013 ("IRISH
TAKEOVER RULES").
THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO
MAKE AN OFFER UNDER RULE 2.5 OF THE IRISH TAKEOVER RULES AND THERE
CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
Minco plc Sale of Curraghinalt Royalty
Possible Offer for Minco plc by Dalradian Resources Inc.
and
Demerger of Buchans to Minco Shareholders
Dublin - 21 March 2017: Minco plc ("Minco" or the "Company")
announces that it is in discussions with Dalradian Resources Inc.
("Dalradian") regarding the possible disposal of its 2% net smelter
return royalty on the Curraghinalt gold deposit ("Royalty"), which
is currently being developed by Dalradian ("Royalty Disposal") in
return for the issue of 15,490,666 new Dalradian Shares in total.
For illustrative purposes only, the new Dalradian shares would be
valued at C$20 million in total based on the volume weighted
average price of Dalradian Shares on the Toronto Stock Exchange for
the five trading day period ending on the day prior to 21 March
2017 ("VWAP").
It is proposed that the Royalty Disposal would be structured as
an offer by Dalradian for the acquisition of the entire issued
share capital of Minco (the "Possible Offer"), which will follow
the demerger of Buchans Resources Limited ("Buchans") a wholly
owned subsidiary of Minco (the "Demerger"), details of which are
set out below.
Following the Demerger 15,490,666 new Dalradian Shares would be
issued to Minco Shareholders and Buchans as follows. Pursuant to
the Possible Offer, Minco shareholders would be issued 11,618,000
new Dalradian Shares in total which would be 75 per cent. of the
total shares to be issued in Dalradian in connection with the
Royalty Disposal. The balance of the new Dalradian Shares, being 25
per cent. of the total, would be issued on the basis set out below
directly to Buchans, which would then be wholly owned by Minco
Shareholders.
Possible Offer
The Possible Offer would be on the following basis:
For every 1 Minco Share 0.0243 new Dalradian
Share(s)
For illustrative purposes only and based on the VWAP per
Dalradian Share on the Toronto Stock Exchange of C$1.2911 and a
Sterling C$ exchange rate of C$1.652:GBP1.00, the Possible Offer
would attribute a value to each Minco Share of GBP0.019 /
C$0.031.
It is intended that the Possible Offer would be implemented by
means of a scheme of arrangement, under Section 450 of the
Companies Act 2014 of Ireland ("Scheme").
Demerger of Buchans Resources Limited
As part of the Scheme, it is proposed that Minco would undertake
a demerger of its wholly owned subsidiary Buchans to Minco
Shareholders by way of a transfer in specie of the shares of
Buchans to Minco Shareholders, so that following the transfer the
only asset owned by Minco and to be acquired by Dalradian would be
the Royalty. Minco Shareholders would then own all of the shares of
Buchans in the same proportion as their shareholdings in Minco.
Buchans is a Canadian registered company which holds directly or
indirectly all of the assets of Minco other than the Royalty.
3,872,666 new Dalradian Shares, which would be 25 per cent. of
the total shares to be issued in Dalradian in connection with the
Royalty Disposal would be issued to Buchans which, for illustrative
purposes only and based on the VWAP per Dalradian Share on the
Toronto Stock Exchange of C$1.2911, would be valued at C$5.0
million.
Subject to market and trading conditions and obtaining any
necessary approvals, it is intended that Buchans would make an
application for its share capital to be listed on a Canadian stock
exchange as soon as reasonably practicable.
In the event that following this announcement, the issued share
capital of Minco is increased Dalradian hereby reserves its
position so that the ratio of the new Dalradian Shares to be issued
pursuant to the Possible Offer as set out above will be adjusted in
order to maintain the same total number of shares to be issued by
Dalradian.
There can be no certainty that the Royalty Disposal will be
completed or that the Possible Offer will be made by Dalradian.
Shareholders are advised to take no action at this time.
Minco shareholders will be kept informed of relevant
developments and a further announcement will be made as
appropriate.
This announcement has been made with the consent of
Dalradian.
About Dalradian Resources Inc
Dalradian Resources Inc. is a gold exploration and development
company that is focused on advancing its high-grade Curraghinalt
Gold Project located in Northern Ireland, United Kingdom. Further
information on Dalradian is available on its website dalradian.com.
Dalradian's shares are listed on the Toronto Stock Exchange and
traded on the AIM market of the London Stock Exchange.
Enquiries:
Minco plc
Tel: + 1 416 362 6686
John F. Kearney, Chairman
Davy Corporate Finance:
Financial Adviser and Nomad to Minco
Tel: +353 (1) 679 6363
John Frain
Daragh O'Reilly
A copy of this announcement will be available at
www.mincoplc.com. The content of the website referred to in this
announcement is not incorporated into, and does not form part of,
this announcement.
Davy Corporate Finance is authorised and regulated in Ireland by
the Central Bank of Ireland is acting exclusively for the Company
and no one else in connection with the Possible Offer and will not
regard any other person (whether or not a recipient of this
announcement) as a client in relation to the Possible Offer and
will not be responsible to anyone other than the Company for
providing the protections afforded to clients of Davy Corporate
Finance or for providing advice in relation to the Possible Offer
or any other matters referred to in this announcement.
The Directors of Minco accept responsibility for the information
contained in this announcement. To the best of their knowledge and
belief (having taken all reasonable care to ensure that such is the
case), the information contained in this announcement is in
accordance with the facts and does not omit anything likely to
affect the import of such information.
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities whether pursuant to this
announcement or otherwise. The distribution of this announcement in
jurisdictions outside Ireland or the United Kingdom may be
restricted by law and therefore persons into whose possession this
announcement comes should inform themselves about, and observe,
such restrictions. Any failure to comply with the restrictions may
constitute a violation of the securities law of any such
jurisdiction.
DISCLOSURE REQUIREMENTS UNDER THE IRISH TAKEOVER RULES
Rule 2.10 disclosure
In accordance with Rule 2.10 of the Irish Takeover Rules, Minco
confirms that it has 478,142,184 Ordinary Shares of nominal value
EUR0.0125 each in issue and admitted to trading on the AIM Market
of the London Stock Exchange plc. In addition there are 9,719,780
options over Ordinary Shares outstanding under the Company's share
option schemes. The ISIN code for Minco Ordinary Shares is
IE0004678326.
Under the provisions of Rule 8.3 of the Irish Takeover Rules, if
any person is, or becomes, "interested" (directly or indirectly) in
1% or more of any class of "relevant securities" of Minco, all
"dealings" in any "relevant securities" of Minco (including by
means of an option in respect of, or a derivative referenced to,
any such "relevant securities") must be publicly disclosed by not
later than 3:30 p.m. (Irish time) on the "business day" following
the date of the relevant transaction. This requirement will
continue until the date on which a scheme of arrangement becomes
effective or on which the "offer period" otherwise ends. If two or
more persons co-operate on the basis of any agreement either
express or tacit, either oral or written, to acquire an "interest"
in "relevant securities" of Minco, they will be deemed to be a
single person for the purpose of Rule 8.3 of the Irish Takeover
Rules.
A disclosure table, giving details of the companies in whose
"relevant securities" "dealings" should be disclosed can be found
on the Irish Takeover Panel's website at www.irishtakeoverpanel.ie.
"Interests in securities" arise, in summary, when a person has long
economic exposure, whether conditional or absolute, to changes in
the price of securities. In particular, a person will be treated as
having an "interest" by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative
referenced to, securities.
Terms in quotation marks are defined in the Irish Takeover
Rules, which can be found on the Irish Takeover Panel's
website.
If you are in any doubt as to whether or not you are required to
disclose a "dealing" under Rule 8, please consult the Irish
Takeover Panel's website at www.irishtakeoverpanel.ie or contact
the Irish Takeover Panel on telephone number +353 1 678 9020 ; fax
number +353 1 678 9289 .
This information is provided by RNS
The company news service from the London Stock Exchange
END
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