Posting of Scheme Document
18.07.2012 | Marketwire
QUEENSLAND, AUSTRALIA -- (Marketwire) -- 07/18/12 --
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 OF SUCH JURISDICTION
18 July 2012
RECOMMENDED OFFER
for
ALLIED GOLD MINING PLC ("Allied Gold")
by
ST BARBARA LIMITED ("ST BARBARA")
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Posting of Scheme Document
On 29 June 2012, the boards of St Barbara and Allied Gold announced
that they had reached agreement on the terms of a recommended offer to
be made by St Barbara pursuant to which St Barbara will acquire the
entire issued and to be issued share capital of Allied Gold (the"Offer"),
to be effected by means of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act 2006 (the "Scheme").
Allied Gold is today posting a circular (the "Scheme Document") to the
holders of Allied Gold Shares and Allied Gold CDIs, together with the
associated Forms of Proxy, Notices of Direction and, where relevant,
Forms of Election and Letters of Transmittal. The Scheme Document
convenes the Court Meeting and General Meeting and contains, amongst
other things, the full terms and conditions of the Scheme, an
Explanatory Statement pursuant to section 897 of the Companies Act
2006, an expected timetable of principal events and details of the
actions to be taken by holders of Allied Gold Shares.
The expected timetable of principal events is attached as an appendix
to this announcement. If any of the key dates set out in the expected
timetable change an announcement will be made via a Regulatory
Information Service.
To become effective, the Scheme will need to be approved at the Court
Meeting and will require the passing of a special resolution at the
General Meeting, as described in the Scheme Document. The Scheme is
also subject to the satisfaction or, if capable of waiver, waiver of
the other conditions set out in Part 3 of the Scheme Document.
Notices for the Court Meeting and the General Meeting are set out in
the Scheme Document. The Court Meeting and the General Meeting will
both be held at the offices of Norton Rose LLP, 3 More London
Riverside, London SE1 2AQ on 14 August 2012. The Court Meeting will
start at 10.00 a.m. and the General Meeting will start at 10.15 a.m.
(or as soon thereafter as the Court Meeting has been concluded or
adjourned).
Allied Gold Optionholders will be sent further details of the impact
(if any) of the Scheme on their options and proposals being made to
them on the date of this announcement.
Holders of Allied Gold Shares should carefully read the Scheme Document
in its entirety before making a decision with respect to the Scheme.
The Scheme Document has been made available on Allied Gold's website at
www.alliedgold.com.au and additional copies are available from
Computershare who can be contacted on 0870 889 3185 or, if calling from
outside the UK +44 (0) 870 889 3185.
Terms and expressions used in this announcement shall, unless the
context otherwise requires, have the same meanings as given to them in
the Scheme Document.
A copy of the Scheme Document has been submitted to the National
Storage Mechanism and will shortly be available for inspection at
http://www.hemscott.com/nsm.do.
Enquiries:
Allied Gold
Joe Dowling, General Manager Investor Relations and +61 403 369
Communications 232
RBC (Financial Adviser and Corporate Broker to Allied Gold)
+44 20 7653
Stephen McPherson, Jonathan Stephens, M&A (UK) 4000
+612 9033
Duncan St John, M&A (Australia) 3307
+44 20 7653
Stephen Foss, Matthew Coakes, Corporate Broking 4000
St Barbara
Ross Kennedy, Executive General Manager Corporate Services +613 8660
/ Company Secretary 1903
Lazard (Lead Financial Adviser to St Barbara)
+613 9657
Eka Nirapathpongporn, Managing Director 8414
Media Enquiries:
Buchanan (UK Media Adviser to Allied Gold)
+44 20 7466
Bobby Morse 5000
+44 20 7466
James Strong 5000
Nightingale (Media Adviser to St Barbara) +613 9614
6930
+61 458 680
Tim Williamson 130
+61 409 150
Lisa Keenan 771
StockWell (UK Media Adviser to St Barbara) +44 20 3370
0013
+44 7887 954
Philip Gawith 048
+44 7557 413
Rob Morgan 275
The Offer is being made on the terms and subject to the conditions and
further terms set out in the Scheme Document, Forms of Proxy and
Notices of Direction.
RBC Capital Markets, which is authorised and regulated in the UK by the
Financial Services Authority, is acting exclusively for Allied Gold and
no one else in connection with the Offer and this announcement and will
not be responsible to anyone other than Allied Gold for providing the
protections afforded to clients of RBC Capital Markets nor for
providing advice in connection with the Offer or any matter referred to
herein
Lazard, which is authorised and regulated in the UK by the Financial
Services Authority, is acting exclusively for St Barbara and no one
else in connection with the Offer and this announcement and will not be
responsible to anyone other than St Barbara for providing the
protections afforded to clients of Lazard nor for providing advice in
connection with the Offer or any matter referred to herein.
Barclays, which is authorised and regulated in the UK by the Financial
Services Authority, is acting exclusively for St Barbara and no one
else in connection with the Offer and this announcement and will not be
responsible to anyone other than St Barbara for providing the
protections afforded to clients of Barclays nor for providing advice in
connection with the Offer or any matter referred to herein.
Further information
This announcement is for information purposes only and does not
constitute or form part of an offer or invitation to sell or the
solicitation of an offer to subscribe for or buy or an invitation to
purchase or subscribe for any securities or the solicitation of any
vote or approval in any jurisdiction pursuant to the Offer or
otherwise, nor shall there be any sale, issuance or transfer of the
securities in any jurisdiction in contravention of applicable law. Any
vote in respect of the Scheme or other response in relation to the
Offer should be made only on the basis of the information in the Scheme
Document or any document by which the Offer is made. The Offer will be
made solely by means of the Scheme Document, which contains the full
terms and conditions of the Offer, including details of how to vote in
favour of the Scheme. Allied Gold and St Barbara urge Allied Gold
Shareholders to read the Scheme Document which will be distributed to
Scheme Shareholders in due course (with the exception of certain
Excluded Overseas Shareholders), as it will contain important
information relating to the Offer.
Whether or not certain Allied Gold Shares are voted at the Court
Meeting or the General Meeting, if the Scheme becomes Effective, those
Allied Gold Shares will be cancelled pursuant to the Scheme in return
for the issue of 0.8 St Barbara Consideration Shares and the payment of
ASD1.025per Allied Gold Share.
This announcement does not constitute a prospectus or prospectus
equivalent document.
This announcement has been prepared for the purpose of complying with
English law and the City 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
the United Kingdom.
Overseas shareholders
The availability of the Offer to Allied Gold Shareholders who are not
resident in the United Kingdom, Australia or the United States or not
located in Canada may be affected by the laws of the relevant
jurisdictions in which they are located or of which they are resident.
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom, Australia or the United States or not
located in Canada or who are subject to other jurisdictions should
inform themselves of, and observe, any applicable requirements of their
jurisdictions. Any failure to comply with the applicable restrictions
may constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law, the
companies involved in the Offer disclaim any responsibility or
liability for the violation of such restrictions by any person.
Further details in relation to overseas Allied Gold Shareholders ar
e
contained in the Scheme Document.
The Offer relates to the shares in an English company and is proposed
to be made by means of a scheme of arrangement provided for under
company law of the United Kingdom. The scheme of arrangement will
relate to the shares of a UK company that is (a) a 'foreign private
issuer' as defined under Rule 3b-4 under the Securities Exchange Act of
1934, as amended (the "Exchange Act") and (b) a "designated foreign
issuer" under applicable Canadian securities laws. A transaction
effected by means of a scheme of arrangement is not subject to the
shareholder vote, proxy and tender offer rules under Australian law,
Canadian securities law or the Exchange Act. Accordingly, the Offer is
subject to the disclosure requirements and practices applicable in the
UK to schemes of arrangement, which differ from the disclosure
requirements and practices of Australian, Canadian or US shareholder
vote, proxy and tender offer rules. Financial information included in
the relevant documentation will have been prepared in accordance with
accounting standards applicable in the UK that may not be comparable to
the financial statements of Australian, Canadian or US companies.
No securities regulatory authority in any Canadian jurisdiction has (a)
approved or disapproved of the Offer; (b) passed upon the merits or
fairness of the Offer; or (c) passed upon the adequacy or accuracy of
the disclosure in this announcement. Any representation to the contrary
is an offence in Canada.
Any securities to be offered pursuant to the Offer as described in this
announcement have not been and will not be registered under the US
Securities Act of 1933, as amended (the "Securities Act"), or under the
securities laws of any state, district or other jurisdiction of the
United States, or of Canada, Australia or Japan. Accordingly, such
securities may not be offered, sold or delivered, directly or
indirectly, in or into such jurisdictions except pursuant to exemptions
from applicable requirements of such jurisdictions. The St Barbara
Shares to be issued in exchange for Scheme Shares pursuant to the
Scheme will be issued in reliance upon exemptions from the prospectus
requirements of securities legislation in each province and territory
of Canada. Subject to certain disclosure and regulatory requirements
and to customary restrictions applicable to distributions of shares
that constitute "control distributions", St Barbara Shares issued
pursuant to the Scheme may be resold in each province and territory in
Canada, however the first trade in such St Barbara Shares will be
subject to the standard conditions that no unusual effort has been made
to prepare the market or create demand, no extraordinary commission or
consideration is paid and, if the selling shareholder is an insider or
officer of St Barbara, such shareholder has no reasonable grounds to
believe that St Barbara is in default of securities legislation.
Copies of this announcement and formal documentation relating to the
Offer will not be and must not be, mailed or otherwise forwarded,
distributed or sent in, into or from any jurisdiction where to do so
would violate the laws of that jurisdiction.
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in 1% or
more of any class of relevant securities of an offeree company or of
any paper 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 paper 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 paper
offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3
(a) applies must be made by no later than 3.30 pm (London time) on the
10th business day following the commencement of the offer period and,
if appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any paper offeror is
first identified. Relevant persons who deal in the relevant securities
of the offeree company or of a paper 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% or more of any class of relevant securities of the
offeree company or of any paper offeror must make a Dealing Disclosure
if the person deals in any relevant securities of the offeree company
or of any paper 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 paper offeror, save to the extent that
these details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by no
later than 3.30 pm (London time) on the business day 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 paper
offeror, they will be deemed to be a single person for the purpose of
Rule 8.3.
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).
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
Takeover 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.
Publication on website
A copy of this announcement will be made available, free of charge
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, at www.stbarbara.com.au and
www.alliedgold.com.au by no later than 12 noon (London time) on the
Business Day following the date of this announcement.
Neither the content of the website referred to in this announcement nor
the content of any website accessible from hyperlinks on St Barbara or
Allied Gold's website (or any other website) is incorporated into, or
forms part of, this announcement.
Appendix
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable sets out the expected dates for
implementation of the Acquisition.
All times are London time unless otherwise stated
Event Expected time/date(1)
Latest time for lodging Notices of Direction
(by Allied Gold CDI Holders) for the:
Court Meeting (blue notice) 5.00 p.m. (Perth Time) on
9 August 2012(2)
Allied Gold General Meeting (white 5.00 p.m. (Perth Time) on
notice) 9 August 2012(3)
Latest time for lodging Forms of Proxy for
the:
Court Meeting (blue form) 6.00 p.m. on 10 August
2012(4)
Allied Gold General Meeting (white 6.00 p.m. on 10 August
form) 2012(5)
Voting Record Time
UK Register 6.00 p.m. on 10 August
2012(6)
Canadian Register 6.00 pm. (Toronto Time)
on 10 August 2012(6)
CDI Holders 5:00 p.m. (Perth Time) on
9 August 2012
Court Meeting 10.00 a.m. on 14 August
2012
Allied Gold General Meeting 10.15 a.m. on 14 August
2012(7)
Last day of dealings in, and for registration 29 August 2012(8)
of transfers of, and disablement in CREST of,
Allied Gold Shares
Suspension of dealings in Allied Gold Shares 6.00 p.m. on 29 August
2012 (8)
Court Hearing (to sanction the Scheme and to 30 August 2012
confirm the Reduction of Capital)
Effective Date of the Scheme 30 August 2012(8)
Last day of trading in Allied Gold CDIs 31 August 2012(8)
Scheme Record Time 10.00 a.m (5.00 p.m.
Perth Time) on 7
September 2012(8)
Last day for lodging Forms of Election (or in 10.00 a.m. (5.00 p.m.
the case of CREST holders, submitting Perth Time) on 7
electronic election instructions through September 2012(8)
CREST)
Last day for submitting Letters of 5.00 a.m. (Toronto Time)
Transmittal for the purposes of electing for on 7 September 2012(8)
Canadian Dollars and/or a CHESS Sponsored
Holding
St Barbara Consideration Shares issued before commencement of
trading on ASXon 13
September 2012(8)
Expected commencement of trading in St 13 September 2012
Barbara Consideration Shares on ASX
Despatch of statements confirming allotment by 13 September 2012(8)
and issue of St Barbara Consideration Shares
Despatch of cheques or direct payment in by 13 September 2012(8)
respect of the Cash Consideration and
settlement through CREST
Latest date by which Scheme must be 10 October 2012(9)
implemented
(1) All times set out in this timetable refer to London time
unless otherwise stated.
(2) It is requested that blue Notices of Direction for the Court
Meeting be lodged by 5.00 p.m. Perth Time on 9 August 2012 or, if the
Court Meeting is adjourned, not later than 48 hours prior to the time
appointed for the Court Meeting (excluding any part of such 48 hour
period falling on a weekend or a public holiday in the UK unless
otherwise announced).
(3) White Notices of Direction for the Allied Gold General
Meeting must be lodged by 5.00 p.m. Perth Time on 9 August 2012 or, if
the Allied Gold General Meeting is adjourned, not later than 48 hours
prior to the time appointed for the Allied Gold General Meeting
(excluding any part of such 48 hour period falling on a weekend or a
public holiday in the UK unless otherwise announced).
(4) It is requested that blue Forms of Proxy for the Court
Meeting be lodged by 6.00 p.m. London time on 10 August 2012 or, if the
Court Meeting is adjourned, not later than 48 hours prior to the time
appointed for the Court Meeting (excluding any part of such 48 hour
period falling on a weekend or a public holiday in the UK unless
otherwise announced). Blue Forms of Proxy not so lodged may be handed
to the Registrars (on behalf of the chairman of the Court Meeting)
before the start of the Court Meeting and will still be valid.
(5) White Forms of Proxy for the Allied Gold General Meeting
must be lodged by 6.00 p.m. London time on 10 August 2012 or, if the
Allied Gold General Meeting is adjourned, not later than 48 hours prior
to the time appointed for the Allied Gold General Meeting (excluding
any part of such 48 hour period falling on a weekend or a public
holiday in the UK unless otherwise announced).
(6) If either the Court Meeting or the Allied Gold General
Meeting is adjourned, the Voting Record Time for the relevant adjourned
meeting will be 6.00 p.m. London time on the day falling two business
days before the date of the adjourned meeting.(7) Or as soon thereafter as
the Court Meeting shall have
concluded or been adjourned.
(8) These dates are indicative only and will depend, among other
things, on the date upon which the Court sanctions the Scheme and
confirms the Capital Reduction and whether the Conditions are satisfied
or waived.
(9) Any Allied Gold Ordinary shareholder on the Canadian
Register who submits a Letter of Transmittal after the Scheme Record
Time will, notwithstanding any instructions to the contrary, be deemed
not to have made an election to receive (i) the Cash Consideration in
Canadian Dollars and (ii) the St Barbara Consideration Shares on a
CHESS Sponsored Holding. Such an Allied Gold Ordinary Shareholder will
receive the Cash Consideration in Australian Dollars and the St Barbara
Consideration Shares on the issuer sponsored sub-register of St Barbara
Shares after they complete and sign the Letter of Transmittal and
return it, together with the certificate(s) representing their Allied
Gold Shares (if any) and any other required documents and instruments,
to Computershare Canada, in accordance with the procedures set out in
the Letter of Transmittal.
(10) The latest date by which the Scheme must be implemented may be
extended by agreement between Allied and St Barbara with the prior
consent of the Panel and (if required) the approval of the Court.
To the extent any of the above expected dates or times change, Allied
Gold will give notice of any such
changes and details of the revised dates and/or times to Allied Gold
Ordinary Shareholders and Allied Gold CDI Holders by issuing an
announcement through a Regulatory Information Service.
This information is provided by RNS
The company news service from the London Stock Exchange
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