NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
30 August 2017
Minco plc Sale of Curraghinalt Royalty
Recommended Offer for Minco plc by Dalradian Resources Inc. and
Demerger of Buchans to Minco Shareholders
to be effected by means of a Scheme of Arrangement (the "Scheme")
Scheme becomes Effective
Minco plc ("Minco" or the "Company") and Dalradian Resources Inc. ("Dalradian") are pleased to announce that that Scheme became effective today, 30 August 2017.
Crediting of Dalradian DIs to CREST accounts and the despatch of DRS Advices of New Dalradian Shares (as appropriate) will take place by 13 September 2017. The despatch of DRS Advices of Buchans Shares will take place by 13 September 2017.
The cancellation of Minco Shares to trading on AIM will take effect from 7.00 a.m. on 31 August 2017.
Except as otherwise defined herein, capitalised terms used but not defined in this announcement have the same meanings as given to them in the Scheme Document.
Enquiries:
Minco PLC
John F. Kearney: Chairman & Chief Executive +1 416 362 6686
Danesh Varma: CFO & Company Secretary +44 (0) 8452 606 034
Peter McParland: Director - Ireland +353 (0) 46 907 3709
[email protected]
Davy Corporate Finance (Financial adviser to Minco) |
+ 353 1 679 6363 |
John Frain |
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Daragh O'Reilly |
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Dalradian Resources Inc. |
+1 416 583 5600 |
Patrick F.N. Anderson: President and Chief Executive Officer |
[email protected] |
Marla Gale: Vice President Communications and Corporate Secretary |
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Canaccord Genuity Limited |
+ 44 (0) 207383 5100 |
Henry Fitzgerald-O'Connor/ Martin Davison Directors - Investment Banking |
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Important Notices
The Minco Directors accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the Minco Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.
Davy Corporate Finance, which is authorised and regulated in Ireland by the Central Bank of Ireland, is acting for Minco and no one else in relation to the Offer and the Demerger and will not be responsible to anyone other than Minco for providing the protections afforded to clients of Davy Corporate Finance nor for providing advice in relation to the Offer and the Demerger or any other matter referred to herein.
The Dalradian Directors accept responsibility for the information contained in this announcement relating to Dalradian, the directors of Dalradian, related trusts and any persons connected with them. To the best of the knowledge and belief of the Dalradian Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.
Canaccord Genuity Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority is acting exclusively for Dalradian and is acting for no one else in connection with the Offer and will not be responsible to anyone other than Dalradian for providing the protections afforded to clients of Canaccord Genuity Limited, or for providing advice in relation to the Offer or any other matter referred to herein.
This announcement is not intended to, and does not, constitute an offer or an invitation to purchase or subscribe for any securities or the solicitation of an offer to purchase any securities, pursuant to the Offer, the Demerger or otherwise.
The distribution of this announcement in or into certain jurisdictions may be restricted by the laws of those jurisdictions. Accordingly, copies of this announcement and all other documents relating to the Offer, the Demerger and/or the Scheme are not being, and must not be, released, published, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction. Persons receiving such documents (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to do so may constitute a violation of the securities laws of any such jurisdiction.
Shareholders are advised to read the Scheme Document because it contains important information relating to the Offer and the Demerger. Any response in relation to the Offer and the Demerger should be made only on the basis of the information contained in the Scheme Document or any document by which the Offer, the Demerger and/or the Scheme are made.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Irish Takeover Panel Act, 1997, Takeover Rules 2013 (the "Takeover Rules"), if any person is, or becomes, 'interested' (directly or indirectly) in, 1% or more of any class of 'relevant securities' of Minco or Dalradian, all 'dealings' in any 'relevant securities' of Minco or Dalradian (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 pm (Irish time) on the 'business' day following the date of the relevant transaction. This requirement will continue until the date on which the Scheme 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 or Dalradian, they will be deemed to be a single person for the purpose of Rule 8.3 of the Takeover Rules.
Under the provisions of Rule 8.1 of the Takeover Rules, all 'dealings' in 'relevant securities' of Minco by Dalradian or 'relevant securities' of Dalradian by Minco, or by any party acting in concert with either of them, must also be disclosed by no later than 12 noon (Irish time) on the 'business' day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, can be found on the website of the Irish Takeover Panel (the "Panel") 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 Takeover Rules, which can also be found on the 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 Panel's website at www.irishtakeoverpanel.ie or contact the Panel on telephone number +353 1 678 9020 or fax number +353 1 678 9289.
