Wrap Text
Goldway Capital Investment Limited - Commencement of compulsory buy-out
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF
ARTICLE 7 OF THE MARKET ABUSE REGULATION (596/2014/EU) AS THE SAME HAS
BEEN RETAINED IN UK LAW AS AMENDED BY THE MARKET ABUSE (AMENDMENT)
(EU EXIT) REGULATIONS (SI 2019/310). UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE
PUBLIC DOMAIN.
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
Goldway Capital Investment Limited
(Incorporated in Hong Kong)
CR No. 3294426
Off-market takeover offer for all of the
ordinary shares in:
MC Mining Limited
Previously Coal of Africa Limited
(Incorporated and registered in Australia)
Registration number ABN 008 905 388
ISIN AU000000MCM9
JSE share code: MCZASX/AIM code: MCM
22 May 2024
Goldway Capital Investment Limited - Commencement of compulsory buy-out
Goldway Capital Investment Limited (company registration number 3294426) (Goldway)
refers to its off-market takeover offer for all of the ordinary shares in MC Mining Limited ACN
008 905 388 (ASX: MCM) (MCM) (Offer) that closed at 7.00pm (Sydney time) / 11.00am
(South Africa time) on Monday, 22 April 2024.
In accordance with section 662B(1)(d) of the Corporations Act 2001 (Cth), Goldway encloses
a duly signed ASIC Form 6022 in relation to Goldway's offer to buy-out the remaining
ordinary shares in MCM (Buy-out Offer). The Buy-out Offer will be on the same terms as
the Offer, including for the avoidance of doubt the currency conversion rate, as announced
on 8 April 2024. The A$/ZAR and A$/ GBP exchange rates for the Offer Consideration of
A$0.16 per MCM Share has been fixed, based on an exchange rate of A$/ZAR 12.25425
being the mid rate as published by Nedbank Limited in South Africa at 15h45 on 5 April 2024
and A$/£ 0.52100 being the published Financial Times cross rate as of 5 April 2024 at 14:20
BST. The Offer Consideration in ZAR is 1.96068 per MCM Share and in GBP is 0.08336.
A copy of the ASIC Form 6022 was lodged with ASIC today and will be despatched to MCM
shareholders (Buy-out Notice).
Key Dates
The Key Dates in respect of the Buy-out Offer are as follows:
Buy-out Offer announced on ASX, RNS and SENS and Wednesday, 22 May 2024
Buy-out Offer opens
Last day to trade in MCM Shares on the JSE in order to Thursday, 20 June 2024
participate in the Buy-out Offer
Last day to trade in MCM Shares on ASX and AIM in Friday, 21 June 2024
order to participate in the Buy-out Offer
MCM Shares trade 'ex' the Buy-out Offer on the JSE Friday, 21 June 2024
MCM Shares trade 'ex' the Buy-out Offer on ASX and Monday, 24 June 2024
AIM
Register Acceptance Date to determine which MCM Tuesday, 25 June 2024
Shareholders on the MCM Register are eligible to
accept the Buy-out Offer
Buy-out Offer closes 7.00pm (Sydney time) /
11.00am (SA time) on
Tuesday, 25 June 2024
Offer Consideration credited to dematerialised MCM Tuesday, 16 July 2024
Shareholders who hold their MCM Shares on the MCM
South African Register
Offer Consideration paid to Certificated MCM Tuesday, 16 July 2024
Shareholders who hold their MCM Shares on the MCM
South African Register (subject to receipt by
Computershare of documents of title on or prior to
10.00am on the Closing Date
Consideration paid by means of EFT or cheque (posted Tuesday, 16 July 2024
by ordinary mail at the risk of the MCM Shareholder
concerned) to MCM Shareholders who hold their MCM
Shares on the MCM Australian Register
Offer Consideration paid by means of a CREST Tuesday, 16 July 2024
Payment in favour of an accepting MCM Shareholder
who hold their MCM Shares on the MCM United
Kingdom Register
1. No dematerialisation or rematerialisation of MCM Shares held on the MCM South African Register may
take place between the date MCM Shares trade 'ex' the Offer on the JSE and the Register Date, both
days inclusive.
2. No transfers between the MCM South African Register, the MCM Australian Register and the MCM
United Kingdom Register may take place between the date the Buy-out Offer opens and the Register
Date, both days inclusive.
Page 2
Australian Securities &
Investments Commission
Form 6022
Corporations Act 2001
662B(1)(a)
Notice of
right of buy out to remaining holder of
securities following a takeover bid
Notice To each holder of:
Description of class of securities to which
the bid relates.
Fully paid ordinary shares
('Bid Class Securities')
in
Name of target company Name ('the Company')
MC MINING LIMITED
ACN/ARBN/ARSN
008 905 388
1. Under a takeover bid offers were made by
Name of bidder.
Goldway Capital Investment Limited
in respect of the acquisition of Bid Class Securities in the Company.
2. You are, or are entitled to be, registered as the holder of securities in respect of which the takeover offers were made,
but have not accepted the offer. (If you have accepted the offer but have received this notice you do not need to do
anything in response to this notice—the bidder will acquire your securities under the offer.)
3. The bidder gives you notice under subsection 662B(1) of the Corporations Act 2001 ('the Act') that the bidder and their
associates have relevant interests in at least 90% (by number) of the securities in the bid class.
4. You, (or anyone who acquires the securities after the day on which this notice is given) as the holder of remaining
securities in the bid class, have the right, under section 662C of the Act, within one month after this notice is given to
give the bidder a written notice requiring the bidder to acquire your securities in the bid class. A notice sent by post to
you is taken to be given to you 3 days after it is posted.
5. Unless otherwise agreed, the terms on which the securities will be acquired by the bidder will be the same as the terms
which applied to the acquisition of securities under the bid immediately before the end of the offer period.
Insert paragraph 6 only where alternative 6. You are entitled, in your notice to the bidder under paragraph 4, to elect which of the following forms of consideration
forms of consideration were offered will apply to the acquisition of your securities
under the bid.
Details of alternative terms
If you do not elect which of the alternative forms of consideration will apply to the acquisition of your securities, the form
of consideration that will apply will be
ASIC Form 6022 21 June 2013 Page 1 of 2
Signature Name of person signing
Jun Liu
Capacity
On behalf of the Regulated Entity named in this document as a sole director of that entity
Signature
Date signed
2 2 / 0 5 / 2 4
[D D] [M M] [Y Y]
ASIC Form 6022 21 June 2013 Page 2 of 2
Date: 22-05-2024 08:00:00
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