MC Mining Limited Receipt of Notice of Intention to Make a Takeover (2322S)
November 02 2023 - 9:15AM
UK Regulatory
TIDMMCM
RNS Number : 2322S
MC Mining Limited
02 November 2023
ANNOUNCEMENT
2 November 2023
RECEIPT OF NOTICE OF INTENTION TO MAKE A TAKEOVER - TAKE NO
ACTION
MC Mining Limited (MCM or the Company) has received a letter
dated 1 November 2023 (Proposal Letter) from Senosi Group
Investment Holdings Proprietary Limited and Dendocept Proprietary
Limited, each substantial shareholders of the Company, sent on
behalf of shareholders and associates stated to represent in
aggregate 64.5%[1] of the issued capital in the Company (together,
the Consortium).
The Proposal Letter outlines the Consortium's proposal and
intention to make an off-market cash takeover offer for all the
shares in the Company not currently held by the Consortium
(Proposed Takeover). The Proposal Letter also states that the
Consortium has made an application to the Australian Securities
& Investments Commission (ASIC) under section 655A(1) of the
Corporations Act 2001 (Cth) (Act), seeking relief from section 606
of the Act to permit the Consortium to enter into a joint bidding
agreement for the purposes of undertaking a joint takeover bid for
the Company.
The Proposal Letter refers to the Consortium's earlier
confidential and incomplete, non-binding, conditional and
indicative offer dated 5 September 2023 from Senosi Group
Investment Holdings Proprietary Limited and Dendocept Proprietary
Limited (NBIO). The NBIO set out indicative but incomplete details
of a proposed takeover by Senosi Group Investment Holdings
Proprietary Limited and Dendocept Proprietary Limited, including an
indicative cash consideration offer range of AUD$0.20-AUD$0.23 per
ordinary share, based on the Company's undiluted share capital. The
NBIO proposal was subject to a number of conditions, including
third party and regulatory approvals. In its Proposal Letter, the
Consortium has also stated that it is its "present intention that
it will be a condition of the bid that no convertible securities
vest as a result of the bid".
Following the receipt of the NBIO, the Company established an
Independent Board Committee (IBC) to consider the NBIO on behalf of
shareholders not associated with the Consortium and to seek to
evaluate and improve the indicative offer price. The IBC members
comprise Mr Khomotso Mosehla, Mr Nhlanhla Nene, Mr Andrew Mifflin
and Mr Julian Hoskin, being the Company's directors other than Ms
Yi (Christine) He and Mr Ontiretse Mathews Senosi, who are
representatives of the Consortium. Other directors associated with
the Consortium and not included in the IBC are Mr An Chee Sin and
Mr Zhen Brian He. Mr Godfrey Gomwe, the Chief Executive Officer of
the Company, is an invitee of the IBC.
The IBC has been evaluating the indicative terms of the NBIO,
including taking advice from its financial and Australian and South
African legal advisors. Adelaide Equity Advisors as Financial
Advisor, K&L Gates as Australian Legal Advisor and each of
Webber Wentzel and Falcon & Hume, as South African Legal
Advisors have been engaged by the IBC.
Whilst the Consortium's Proposal Letter notifies the Company of
an intention and proposal to make a takeover offer for the purposes
of ASX Listing Rule 7.9 [2] , it does not yet provide a definitive
offer price for the Proposed Takeover. The progress of the Proposed
Takeover is also subject to the Consortium obtaining regulatory
relief from ASIC.
Accordingly, the IBC advises shareholders to TAKE NO ACTION at
this stage in relation to the Proposed Takeover, until they receive
further guidance from the IBC. A further announcement will be made
by the Company as and when more complete and definitive details are
received.
Khomotso Mosehla
Chairman of the IBC
This announcement has been approved by the Company's Disclosure
Committee.
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulation (EU) No. 596/2014 as it forms part of
United Kingdom domestic law by virtue of the European Union
(Withdrawal) Act 2018, as amended.
For more information contact:
Endeavour Corporate
Tony Bevan Company Secretary Services +61 8 9316 9100
Company
advisors:
Richard Johnson
/ Rob Patrick Nominated Adviser Strand Hanson Limited +44 20 7409 3494
Rory Scott Broker (AIM) Tennyson Securities +44 20 7186 9031
R&A Strategic
Marion Brower Financial PR (South Africa) Communications +27 11 880 3924
BSM Sponsors Proprietary Limited is the nominated JSE Sponsor
About MC Mining Limited:
MC Mining is an AIM/ASX/JSE-listed coal exploration, development
and mining company operating in South Africa. MC Mining's key
projects include the Uitkomst Colliery (steelmaking and thermal
coal), Makhado Project (steelmaking hard coking coal), Vele
Colliery (steelmaking semi-soft coking and thermal coal), and the
Greater Soutpansberg Projects (steelmaking coking and thermal
coal).
[1] As at the date of this announcement, Senosi Group Investment
Holdings (Pty) Limited holds 23.4% and Dendocept Proprietary
Limited holds 6.9% of the current issued capital of the
Company.
[2] This rule places a three month restriction on a target
takeover entity from issuing equity securities without shareholder
approval, subject to certain exceptions.
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END
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