Metal Tiger plc (AIM: MTR), the London Stock Exchange AIM listed investor in strategic natural resource opportunities, is pleased to note the announcement made by MOD Resources Ltd (“MOD”) (ASX/LSE: MOD) today (the “MOD Announcement”).
Which provides an update on the proposal from Sandfire Resources NL (“Sandfire”) (ASX: SFR) to acquire 100% of MOD shares by way of a Scheme of Arrangement.
Please see the link to the MOD Announcement https://www.asx.com.au/asxpdf/20190821/pdf/447p2fplvm8nd9.pdf
First Court Hearing
On 20 August 2019, the Supreme Court of Western Australia approved the dispatch of the Company’s Scheme Booklet (“Scheme Booklet”) and has ordered that the Company convene a meeting (“Scheme Meeting”) of its shareholders to consider and, if thought fit, approve the Scheme.
Approval from Competition Authority of Botswana
The Competition Authority of Botswana have provided approval for the Scheme, which is necessary to implement the Scheme.
Release of Scheme Booklet
The Scheme Booklet, a personalised proxy form, election forms and notice for the Scheme Meeting will be released on the relevant stock exchanges following registration with the Australian Securities and Investments Commission and will also be available on the Company’s website at www.modresources.com.au. The Scheme Booklet will be printed and mailed to shareholders. MOD shareholders should carefully read the Scheme Booklet in its entirety and the material accompanying it before deciding whether to vote in favour of the Scheme.
The Scheme Meeting, to approve the Scheme, will be held at 1304 Hay Street, West Perth, Western Australia on 1 October 2019 at 11:00am Western Standard Time (“WST”).
If the Scheme is implemented, MOD shareholders (other than European shareholders, ineligible foreign shareholders and MOD shareholders who hold an unmarketable parcel) will receive scrip consideration of 0.0664 new Sandfire shares for every 1 MOD share held. Alternatively, MOD shareholders (other than European shareholders and ineligible foreign shareholders) may make an election to receive cash consideration of A$0.45 per MOD Share up to a maximum aggregate cash consideration of A$41.6 million.
Eligible shareholders that do not make a valid cash election by 5:00pm WST on 19 September 2019 (or such later date agreed by MOD and Sandfire) will not receive cash consideration and will be issued Sandfire shares if the Scheme becomes effective.
Each shareholder’s vote is important in determining whether or not the Scheme proceeds. All shareholders (save for Sandfire and its associates) registered as at 5:00pm WST on 29 September 2019 will be entitled to vote at the Scheme Meeting and are encouraged to do so.
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.
Second Court Hearing
In the event that the Scheme is approved at the Scheme Meeting and all relevant conditions of the Scheme are satisfied or waived, the Company will apply to the Court for orders approving the Scheme.
The Board of Directors of MOD unanimously recommends that all MOD shareholders vote in favour of the proposed Scheme, in the absence of a superior proposal for the Company and subject to the Independent Expert continuing to indicate that the Scheme is in the best interests of MOD shareholders.
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