1 Oct 2019 07:38
1 October 2019
MOD Resources Limited
("MOD" or the "Company")
Results of Scheme Meeting
MOD Resources Ltd (ASX/LSE: MOD) is pleased to announce that MOD shareholders today approved, by the requisite majorities, the scheme of arrangement by which Sandfire Resources NL (Sandfire) will, subject to the satisfaction or waiver of certain conditions, acquire all of the ordinary shares in MOD (Scheme).
In accordance with Listing Rule 3.13.2 and section 251AA of the Corporations Act 2001 (Cth), a detailed report of the votes cast in respect to the resolution approving the Scheme is included as Appendix 1 to this announcement.
Although MOD shareholder approval has been obtained, the Scheme remains subject to a number of conditions as set out in the Scheme Implementation Deed (a full copy of which is disclosed within the Scheme Booklet, which is available on the ASX website at www.asx.com.au and on MOD's website at www.modresources.com.au), including:
·; the Supreme Court of Western Australia approving the Scheme (Second Court Hearing);
·; the independent expert continuing to conclude that the Scheme is in the best interests of shareholders; and
·; the satisfaction or waiver of any remaining conditions prior to the Second Court Hearing.
Subject to these remaining conditions being satisfied or waived, implementation of the transaction is expected to occur towards the end of October 2019 (see indicative timetable below).
Notice of Second Court Hearing Date
The Second Court Hearing will be held at 9:00am (WST) on Tuesday, 8 October 2019 at the Supreme Court of Western Australia at 28 Barrack Street, Perth, Western Australia. Further details regarding the Second Court Hearing are included as Appendix 2 to this announcement.
Indicative Timetable
Event | Date |
Court hearing for approval of the Scheme | 8 October 2019 |
Effective Date of the Scheme | 9 October 2019 |
Last date of trading of MOD Shares on ASX and LSE | 9 October 2019 |
Last time and date for unmarketable parcel shareholders to make an election under the Scheme | 10 October 2019 |
Cancellation of MOD Depositary Interests and rematerialisation of the underlying MOD Shares | 14 October 2019 |
Record Date for determining entitlements to the Scheme Consideration | 16 October 2019 |
Implementation Date for the Scheme and issue of the Scheme Consideration | 23 October 2019 |
Dispatch of holding statements for Sandfire shares issued under the Scheme | 28 October 2019 |
Delisting on ASX and cancellation of listing on LSE | 29 October 2019 |
The above dates are indicative only and are subject to change. Any changes will be announced by MOD on the ASX.
For and on behalf of the Board.
Julian Hanna Managing Director | Mark Clements Executive Chairman and Company Secretary |
Jeff Sansom Investor Relations E: IR@modresources.com.au P: +61 (8) 9322 8233 | Jos Simson / Emily Moss (UK PR & IR) Tavistock P: +44 (0) 207 920 3150 P: +44 (0) 778 855 4035 E: MOD@tavistock.co.uk |
About MOD Resources
MOD Resources Ltd (ASX/LSE: MOD) is a dual listed copper exploration and development company with a dominant land position within the Kalahari Copper Belt in Botswana. The Company is focussed on developing the 100% MOD owned T3 Copper Project, which has potential to be a high-margin, low-cost copper mine. In parallel with the progressing towards the development of the T3 Copper Project, MOD has undertaken substantial exploration programs across several priority drill targets and within untested areas of interesting and potentially significant Electromagnetic and Cu-Zn soil anomalies.
MOD and its in-country operating companies Tshukudu Metals Botswana (Pty) Ltd and Tshukudu Exploration (Pty) Ltd have a social licence to operate within Botswana as well as within the host community of Ghanzi. MOD continues to work collaboratively with Government regulators and members of the Ghanzi District community to ensure that any social investments and developments are targeted to create a positive and lasting legacy.
On 25 June 2019, the Company announced Sandfire had made an offer to acquire 100% of MOD shares by way of a Scheme of Arrangement.
Appendix 1: Voting results of the Scheme Meeting
The following information is provided in accordance with section251AA(2) of the Corporations Act 2001 (Cth).
SCHEME MEETING
Tuesday, 1 October 2019
| Manner in which the security holder directed the proxy to vote (as at proxy close)
| Manner in which votes were cast in person or by proxy on a poll (where applicable) | Resolution Result | ||||||
Resolution | Votes For | Votes Against | Votes Discretionary | Votes Abstain | For | Against | Abstain* | Carried/ Not Carried | |
1 | Approval of the Scheme | 204,165,786 98.30% 209 shareholders | 3,465,811 1.67% 16 shareholders | 70,942 0.03% 12 shareholders | 1,667 2 shareholders | 204,284,103 98.33% 219 shareholders | 3,465,811 1.67% 16 shareholders | 1,667 2 shareholders | Carried |
* Votes cast by a person who abstains on an item are not counted in calculating the required majority on a poll.
Appendix 2: Second Court Hearing
MOD Resources Limited
ACN 003 103 544
Notice of hearing to approve scheme of arrangement
TO all members of MOD Resources Limited (ACN 003 103 544).
TAKE NOTICE that at 9:00 am (Perth time) on 8 October 2019 at the Supreme Court of Western Australia, 28 Barrack Street, Perth, Western Australia, the Supreme Court of Western Australia will hear an application by MOD Resources Limited seeking the approval of an arrangement between the abovenamed company and its members as agreed to by a resolution considered and passed by a meeting of the members of the company held on 1 October 2019.
If you wish to oppose the approval of the arrangement, you must file and serve on the plaintiff a notice of appearance, in the prescribed form, together with any affidavit on which you wish to rely at the hearing. The notice of appearance and affidavit must be served on the plaintiff at its address for service at least one day before the date fixed for the hearing of the application.
The address for service of the plaintiff is DLA Piper Australia, Level 31, 152-158 St Georges Terrace, Perth, Western Australia.