TIDMMOD
RNS Number : 5869N
MOD Resources Limited
25 September 2019
25 September 2019
MOD Resources Limited
("MOD" or the "Company")
Update on Cash Elections from MOD shareholders
On 25 June 2019, MOD Resources Ltd (ASX/LSE: MOD) ("the
Company") announced that Sandfire Resources NL (ASX:SFR)
("Sandfire") had made an offer to acquire 100% of MOD shares by way
of a Scheme of Arrangement ("Scheme"). Under the terms of the
Scheme, eligible shareholders were given the opportunity to elect
to receive cash consideration of A$0.45 per MOD Share ("Cash
Election").
The Company advises that a total of 159 shareholders, currently
holding a total of 101,176,973 fully paid ordinary shares in MOD
("MOD Shares"), have made a Cash Election. The total consideration
payable for these shares would be approximately $45.5 million which
exceeds the cash consideration cap of $41.6 million ("Maximum Cash
Consideration").
Accordingly, it is expected that shareholders who have made a
Cash Election will have their cash consideration scaled back on a
pro-rata basis so that the total amount of cash consideration
payable equals the Maximum Cash Consideration and the remainder of
the consideration will be payable to those shareholders in Sandfire
shares.
Based on the number of MOD Shares currently held by those
shareholders who have made a Cash Election, shareholders who have
made a Cash Election will receive:
- A$0.4111607 per MOD Share (Section A of the scale back
formula, outlined in section 5.3 of the Scheme Booklet); and
- 0.005731 Sandfire shares for every MOD Share held (Section B
of the scale back formula, outlined in section 5.3 of the Scheme
Booklet).
Fractional entitlements in relation to cash consideration to be
received by Shareholders who elected cash will be rounded up to the
nearest cent. Fractional entitlements to Sandfire shares will be
rounded up or down to the nearest whole number and in the case of
an entitlement to half a share rounded up to the nearest whole
number. Shareholders entitled to receive less than one Sandfire
share will have their entitlement rounded up to one share.
A cash election under the Scheme is deemed to apply to all MOD
Shares held by the shareholder making the Cash Election on the
record date for the Scheme ("Record Date"), regardless of whether
the number of MOD Shares held is greater or less than the number
held at the time the Cash Election was made. Accordingly, the share
and cash numbers above are indicative only and may change based on
movements on the share register of the Company between the date of
this announcement and the Record Date, which is currently scheduled
to be 16 October 2019.
Cash elections received are subject to final audit, analysis and
calculation after the Record Date. An analysis of eligible
shareholders, ineligible shareholders and unmarketable parcel
shareholders has not been undertaken and will only be undertaken
after the Record Date as the determination of whether a shareholder
is an eligible shareholder or ineligible shareholder is based on
the jurisdiction of a registered address of a shareholder at the
Record Date. Likewise, a Shareholder who is an unmarketable parcel
shareholder will only be known based on the holding of shares on
the Record Date and the last traded price of Sandfire shares on ASX
on the trading day prior to the Record Date.
The MOD Board continues to unanimously recommend that MOD
shareholders vote in favour of the Scheme (in the absence of a
superior proposal and subject to the independent expert continuing
to conclude that the Scheme is in the best interests of MOD
shareholders). Please refer to page (iii) of the Scheme Booklet for
important disclosure relating to the MOD Directors'
recommendation.
General Meeting Voting Particulars
A General Meeting will be held at 10.00am (WST) on 1 October
2019, at 1304 Hay St, West Perth.
MOD shareholders are encouraged to attend and vote on the
resolution relating to MOD's acquisition of Metal Tiger Plc's 30%
interest in certain exploration assets on the Kalahari Copper Belt
by attending the General Meeting in person or by returning the
personalised proxy form accompanying the Notice of General Meeting
mailed to shareholders.
All proxy forms must be received by the Company's share registry
by no later than 10:00am (WST) on
29 September 2019 in accordance with the directions set out in
the proxy form.
Scheme Meeting Voting Particulars
A Scheme Meeting will be held at 11.00am (WST) on 1 October
2019, at 1304 Hay St, West Perth.
Your vote will be important in determining whether the Scheme
proceeds. MOD shareholders are encouraged to vote on the Scheme by
attending the Scheme Meeting in person or by returning the
personalised proxy form enclosed in the Scheme Booklet mailed to
shareholders.
All proxy forms must be received by the Company's share registry
by no later than 11:00am (WST) on
29 September 2019 in accordance with the directions set out in
the proxy form.
UK Depositary Interest Holders
Eligible MOD Depositary Interest holders are reminded that
voting instructions must be received by 5:00pm (WST) today (25
September 2019).
If you require further information or have questions in relation
to the Scheme, please contact the MOD Shareholder Information Line
on 1300 381 073 (within Australia) or +61 3 9415 4046 (outside
Australia) Monday to Friday between 8:30am and 5:00pm (Melbourne
time).
For and on behalf of the MOD Board.
Julian Hanna Mark Clements
Managing Director Executive Chairman and Company
Secretary
Jeff Sansom Jos Simson / Emily Moss (UK
Investor Relations PR & IR)
E: IR@modresources.com.au Tavistock
P: +61 (8) 9322 8233 P: +44 (0) 207 920 3150
P: +44 (0) 778 855 4035
E: MOD@tavistock.co.uk
Subscribe at: www.modresources.com.au
About MOD Resources
MOD Resources Ltd 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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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