THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION
SERVICE, 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
13 JUNE 2024
RECOMMENDED CASH OFFER
for
TRIDENT ROYALTIES PLC
by
DETERRA GLOBAL HOLDINGS PTY LTD
(a direct
wholly owned subsidiary of Deterra Royalties Limited)
(to be implemented by way of a
scheme of arrangement
under Part 26 of the Companies Act
2006)
Summary
· The
boards of directors of Deterra Global Holdings Pty Ltd
("Bidco") and Trident
Royalties Plc ("Trident") are pleased to
announce that they have reached agreement on the terms and
conditions of a recommended all-cash offer by Bidco for the entire
issued and to be issued share capital of Trident (the "Offer").
· It is
intended that the Offer will be implemented
by way of a Court-sanctioned scheme of arrangement under Part 26 of
the Companies Act (although Bidco reserves the right to implement
the Offer by way of a Takeover Offer, with the consent of the
Panel).
· Under
the terms of the Offer, each Trident Shareholder will be entitled
to receive:
for
each Trident Share:
|
49
pence in cash (the "Cash Consideration")
|
· The
Cash Consideration values Trident's entire issued and to be issued
share capital at approximately £144 million.
· The
Cash Consideration represents a premium of
approximately:
· 22.5
per cent. to the Closing Price per Trident Share of 40.0 pence on
12 June 2024 (being the latest practicable date prior to this
Announcement (the "Latest
Practicable Date"));
· 42.0
per cent. to the Closing Price per Trident Share of 34.5 pence on
23 April 2024 (being the date prior to the submission of Deterra's
first non-binding, conditional proposal of 44 pence per share on 24
April 2024);
· 21.2
per cent. to the volume weighted average price per Trident Share of
40.4 pence for the 1-month period ended on the Latest Practicable
Date;
· 31.9
per cent. to the volume weighted average price per Trident Share of
37.1 pence for the 3-month period ended on the Latest Practicable
Date; and
· 34.7
per cent. to the volume weighted average price per Trident Share of
36.4 pence for the 6-month period ended on the Latest Practicable
Date.
Dividends
· If any
dividend, distribution or other return of value is announced,
authorised, declared, made or paid in respect of Trident Shares on
or after the date of this Announcement and prior to the Effective
Date, Bidco reserves the right to reduce the consideration payable
for each Trident Share under the terms of the Offer by the amount
per Trident Share of such dividend, distribution or other return of
value. In such circumstances, Trident Shareholders shall be
entitled to retain any such dividend, distribution or other return
of value announced, declared, made or paid.
Background to, and reasons for, the
Offer
· The
Offer represents an attractive opportunity for Deterra to
accelerate its growth strategy and create value for its
shareholders.
· Deterra's growth strategy includes acquiring additional
royalties across the bulk, base metal and battery metal segments.
Through execution of this growth strategy, Deterra is seeking to
build a diversified royalty portfolio, with:
· strong
and resilient cash flows;
· multiple sources of earnings growth over time; and
· leverage to Deterra's scalable operating cost
structure.
· Trident holds an attractive portfolio of royalties that would
offer Deterra geographical diversification and commodity exposure
to battery and precious metals.
· Trident's Thacker Pass lithium asset aligns squarely with
Deterra's target investment criteria. Trident's other assets,
including its La Preciosa Silver royalty and Mimbula copper
royalty, will assist Deterra in its diversification
efforts.
· Recognised strategic investors have supported the Offer, in
Regal Funds Management Pty Limited, LIM Asia Special Situations
Master Fund Limited; Ponderosa Investments (WA) Pty Ltd and Ashanti
having provided shareholder irrevocable undertakings over
approximately 24 per cent. of Trident's issued share capital and
Amati Global Investors Limited having provided a letter of intent
in respect of a further approximately 4 per cent. of Trident's
issued share capital.
Background to and reasons for the
Trident Directors' recommendation
· Since
its inception in June 2020, Trident has sought to create
shareholder value through the acquisition of high quality assets.
In doing so, Trident has acquired 21 assets and now boasts a
portfolio with:
· commodity diversification and balanced exposure to precious,
base and battery metals, and bulk / industrial
materials;
· more
than half of the assets generating cash flow, and several others
which are expected to begin generating cash flow in the
near-to-medium term; and
· a
flagship royalty over the Thacker Pass lithium project.
· The
Trident Board believes the consistent execution of its strategy,
coupled with the positive developments that have occurred at many
of the underlying assets over which its royalties and offtakes are
held, provide a strong platform for future growth. Accordingly, the
Trident Board remains confident in Trident's ability to succeed as
an independent business.
· However, the Trident Board also recognises that there are
risks associated with unlocking value as an independent business,
including:
· potential permitting, development, funding and operational
risks faced by operators of the underlying assets which could
impact the quantum and/or timing of cash flows to be received by
Trident;
· the
current challenging equity capital markets conditions for small-cap
equities and the relatively illiquid nature of Trident's shares;
and
· the
broader macroeconomic and market risks Trident is exposed to as a
listed entity.
· Further, as part of Trident's regular communication with
Trident Shareholders, it has become clear to Trident that certain
Trident Shareholders, many of whom have been shareholders since
Trident's IPO, would welcome the opportunity for a liquidity event.
While these Trident Shareholders could theoretically seek to
monetise their holdings via on-market trades, the illiquid nature
of Trident's shares means that such trades would likely have a
significant detrimental impact on Trident's share price. By
comparison, the Offer represents an opportunity for Trident
Shareholders that invested at Trident's IPO to monetise their
position at a 145 per cent. premium to the IPO price of Trident's
Shares (20 pence).
· In
considering the Offer, the Trident Board has taken into
consideration Trident's independent strategy, its long-term
potential value and risks associated with achieving this value, the
challenging equity capital market conditions for small-cap
equities, the relatively illiquid nature of Trident's shares and
the desire of certain Trident Shareholders to be presented with a
liquidity event.
· The
Trident Board has also given consideration to the fact that
discussions with other potential counterparties that have occurred
in recent months, have not resulted in any other proposals being
received.
· Against this backdrop, the Offer presents an opportunity for
Trident Shareholders to accelerate and de-risk the recognition of
Trident's potential future value creation, and realise an immediate
and certain cash exit for their investment at a premium to the
prevailing share price over recent months.
· In
addition to the financial terms of the Offer, the Trident Directors
have also given consideration to Deterra's stated intentions for
the business and its employees, and Deterra's integrated business
model.
· Accordingly, the Trident
Directors intend to recommend unanimously that Trident Shareholders
vote (or procure votes) in favour of the Scheme at the Court
Meeting and the Resolutions at the General
Meeting.
Recommendation
· The
Trident Directors, who have been so advised by BMO as to the
financial terms of the Offer, consider the terms of the Offer to be
fair and reasonable. In providing its advice to the Trident
Directors, BMO has taken into account the commercial assessments of
the Trident Directors. BMO is providing independent financial
advice to the Trident Directors for the purposes of Rule 3 of the
Code.
· Accordingly, the Trident
Directors intend to recommend unanimously that Trident Shareholders
vote (or procure votes) in favour of the Scheme at the Court
Meeting and the Resolutions at the General Meeting, as the Trident
Directors have irrevocably undertaken to do (or procure to be done)
in respect of their interests and those of certain of their
connected persons being, in aggregate, 1,948,623 Trident Shares
representing approximately 0.66 per cent. of the issued share
capital of Trident as at the Latest Practicable
Date.
Irrevocable undertakings and Letter
of Intent
· In
addition to the irrevocable undertakings given by the Trident
Directors referred to immediately above, Bidco has also
received:
· irrevocable undertakings to vote (or procure the voting) in
favour of the Scheme at the Court Meeting and the Resolutions at
the General Meeting from Regal Funds Management Pty Limited, LIM
Asia Special Situations Master Fund Limited; Ponderosa Investments
(WA) Pty Ltd and Ashanti in respect of 70,445,397 Trident Shares,
in aggregate, representing approximately 24 per cent. of Trident's
issued share capital as at the Latest Practicable Date;
and
· a
letter of intent to vote (or procure the voting) in favour of the
Scheme at the Court Meeting and the Resolutions at the General
Meeting from Amati Global Investors Limited in respect of
11,707,015 Trident Shares, representing approximately 4 per cent.
of Trident's issued share capital as at the Latest Practicable
Date.
· In
aggregate therefore, Bidco has received irrevocable undertakings
and a letter of intent to vote in favour of the Scheme at the Court
Meeting and the Resolutions at the General Meeting from the holders
of 84,101,035 Trident Shares in total representing approximately
28.7 per cent. of Trident's issued share capital as at the Latest
Practicable Date.
· Further details of these irrevocable undertakings, including
the terms on which they cease to be binding, are set out in
Appendix III to this Announcement.
Information on Deterra and
Bidco
· Deterra Royalties Limited ("Deterra") is based in Perth, Australia
and is listed on the Australian Securities Exchange (ASX code: DRR)
with a market capitalisation of approximately A$2.4 billion as at
the Latest Practicable Date. In the financial year ended 30 June
2023, Deterra reported total revenue of A$229 million and
underlying EBITDA of A$219 million. Deterra was formed as a
separate listed entity via an in-specie distribution (demerger)
from Iluka Resources Limited in November 2020 and is a constituent
of the S&P/ASX 200 Index.
· Deterra's principal activity is the management and growth of a
portfolio of royalty assets across a range of commodities,
primarily focused on bulk, base and battery metals. Its key royalty
investment activities involve acquisition of royalties from third
parties and providing finance to resource companies in return for
royalties.
· Deterra holds six royalties in its current portfolio, creating
growth through asset life extensions and exploration. Deterra's
existing portfolio includes royalties held over Mining Area C, in
the Pilbara region of Western Australia, its cornerstone asset, as
well as five smaller royalties including Yoongarillup/Yalyalup,
Wonnerup, Eneabba and St Ives.
· The
strategy of Deterra is to expand and diversify its royalty base
over time through strategic acquisitions and the funding of
high-quality resource projects, targeting value accretive growth
for Deterra's shareholders.
· Bidco
is an Australian proprietary company and is a direct wholly owned
subsidiary of Deterra.
Timetable and conditions
· It is
intended that the Offer will be implemented by way of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act (or, subject to the consent of the Panel and the
terms of the Co-operation Agreement, if Bidco so elects, a Takeover
Offer).
· The
Offer will be made in accordance with the Code and is subject to
the Conditions and further terms set out in Appendix I to this Announcement and to
the full terms and conditions which will be set out in the Scheme
Document. The Conditions include:
· the
approval by a majority in number of Scheme Shareholders present,
entitled to vote and voting at the Court Meeting, either in person
or by proxy, representing at least 75 per cent. in value of the
Scheme Shares voted;
· the
approval of the Resolutions by the requisite majority or majorities
of Trident Shareholders at the General Meeting;
· the
sanction of the Scheme by the Court; and
· the
Scheme becoming Effective by no later than the Long Stop
Date.
· The
Offer is expected to become Effective in H2 2024 subject to the
satisfaction (or, where applicable, waiver) of the Conditions set
out in Appendix I to this Announcement.
Further details of the Offer,
including an expected timetable of key events, will be contained in
the Scheme Document which is intended to be published, along with
notices of the Court Meeting and General Meeting and the Forms of
Proxy, within 28 days of the date of this Announcement, unless
Trident and Bidco otherwise agree, and the Panel consents, to a
later date. Subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, the Scheme Document will also
be made available on Bidco's website at
www.deterraroyalties.com/investors/proposed-acquisition-of-trident
and Trident's website at
https://tridentroyalties.com/recommended-offer.
· Commenting on the Offer, Julian Andrews, Managing Director of
Deterra, said:
"I
believe the Offer provides an attractive outcome for shareholders
of both Deterra and Trident. It is a positive step in the execution
of Deterra's growth strategy by adding quality assets to our
current portfolio. For Trident Shareholders it offers the certainty
of a cash return at a significant premium and access to liquidity
not available in recent trading. We welcome the support for the
Offer of both the Trident Board and key shareholders representing
28.7 per cent of Trident's issued
capital."
· Commenting on the Offer, Peter Bacchus, Non-Executive Chair of
Trident, said:
"Since its inception in June 2020, Trident has built
shareholder value through the acquisition of high quality royalties
and now holds a diversified portfolio of 21 assets, including the
flagship Thacker Pass lithium royalty. While the Trident Board
remains confident in Trident's ability to succeed as an independent
business and to continue delivering strong results and growth in
the future, the Offer from Deterra offers Trident Shareholders both
liquidity and an immediate cash premium. As such, it presents an
opportunity for our shareholders to accelerate and de-risk the
recognition of Trident's potential future value creation, and
realise a certain cash exit for their
investment."
This summary should be read in conjunction with, and is
subject to, the full text of this Announcement (including its
Appendices).
The
Offer is subject to the Conditions and further terms that are set
out in Appendix I
to this
Announcement, and to the full terms and conditions which will be
set out in the Scheme Document.
Appendix II to this Announcement contains
the bases and sources of certain information used in this
Announcement. Appendix III to this Announcement contains details relating to the
irrevocable undertakings referred to in this Announcement.
Appendix IV to this Announcement contains
definitions of terms used in this Announcement.
The person responsible for arranging
the release of this Announcement on behalf of Bidco is Bronwyn
Kerr.
The person responsible for arranging
the release of this Announcement on behalf of Trident is Adam
Davidson.
Enquiries:
Bidco / Deterra
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+61 8 6277
8880
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Julian Andrews, Managing
Director
|
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Bronwyn Kerr, General Counsel and
Company Secretary
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|
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J.P. Morgan (Financial adviser to Bidco
and Deterra)
|
+44 (0) 20 3493 8000
|
Mathew Hocking
|
|
Jamie Riddell
|
|
James Robinson
|
|
Jonty Edwards
|
|
|
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Gresham (Financial adviser to Bidco
and Deterra)
|
+61 2 9224 0210
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Neville Spry
|
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Michael Smith
|
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Tom Waddell
|
|
|
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Trident
|
|
Adam Davidson, Chief Executive
Officer
|
+1 (757) 208-5171
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Richard Hughes, Chief Financial
Officer
|
+44 (0) 7967 589997
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|
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BMO
(Rule 3 adviser and financial adviser to Trident)
|
+44 (0)20 7236 1010
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Gary Mattan
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Tom Rider
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Andrew Cameron
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Nick Macann
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Grant Thornton (AIM Nominated Adviser)
|
+44 (0)20 7383 5100
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Colin Aaronson
|
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Samantha Harrison
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|
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St
Brides Partners Ltd (Financial PR & IR)
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+44 20 7236 1177
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Susie Geliher
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Charlotte Page
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Eversheds Sutherland (International)
LLP is retained as legal adviser to the Wider Deterra
Group.
King & Wood Mallesons is
retained as Australian legal adviser to the Wider Deterra
Group.
Simmons & Simmons LLP is
retained as legal adviser to Trident.
Important Notices Relating to
Financial Advisers
J.P. Morgan Securities Australia Limited, together with its
affiliate, J.P. Morgan Securities plc, which conducts its UK
investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove") and is
authorised in the United Kingdom by the Prudential Regulation
Authority (the "PRA") and
regulated by the PRA and the Financial Conduct Authority,
(together, "J.P. Morgan")
is acting as joint financial adviser exclusively for Bidco and
Deterra and no one else in connection with the matters set out in
this announcement and will not regard any other person as its
client in relation to the matters in this announcement and will not
be responsible to anyone other than Bidco and Deterra for providing
the protections afforded to clients of J.P. Morgan or its
affiliates, nor for providing advice in relation to any matter or
arrangement referred to herein.
Gresham Advisory Partners Limited (ABN 88 093 611 413)
("Gresham") is acting as
joint financial adviser for the Wider Deterra Group only in
Australia, in connection with the matters set out in this
announcement. Gresham is authorised to provide financial services
to wholesale clients in Australia only, under Australian Financial
Services License no. 247113. Neither Gresham nor any of
its subsidiaries, affiliates or branches owes or accepts any duty,
liability or responsibility whatsoever (whether direct, indirect,
consequential, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Gresham in
connection with this Announcement, any statement or other matter or
arrangement referred to herein or otherwise.
BMO Capital Markets Limited ("BMO"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively as Rule 3 adviser and financial adviser for
Trident and for no one else in connection with the matters set out
or referred to in this Announcement and will not be responsible to
anyone other than Trident for providing the protections offered to
clients of BMO nor for providing advice in relation to the matters
set out or referred to in this Announcement. Neither BMO nor any of
its affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of BMO in connection with this Announcement, its
contents and/or any matter or statement set out or referred to
herein or otherwise.
Grant Thornton UK LLP ("Grant
Thornton") is authorised and regulated in the United Kingdom
by the Financial Conduct Authority and is acting as nominated
adviser for Trident and for no one else in connection with the
matters set out or referred to in this Announcement and will not be
responsible to anyone other than Trident for providing the
protections offered to clients of Grant Thornton nor for providing
advice in relation to the matters set out or referred to in this
Announcement. Neither Grant Thornton nor any of its affiliates owes
or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Grant
Thornton in connection with this Announcement, any matter or
statement set out or referred to herein or
otherwise.
Further Information
This Announcement is for information purposes only and is not
intended to and does not constitute, or form any part of, an offer
or invitation to purchase, otherwise acquire, subscribe for,
exchange, sell or otherwise dispose of, any securities or the
solicitation of any vote or approval in any jurisdiction pursuant
to the Offer or otherwise.
The Offer will be subject to English law and to the applicable
requirements of the Code, the Panel, the AIM Rules, the London
Stock Exchange and the FCA.
The Offer will be made solely by the Scheme Document (or, in
the event that the Offer is to be implemented by means of a
Takeover Offer, the Offer Document), which, together with the Forms
of Proxy, will contain the full terms and conditions of the Offer,
including details of how to vote in respect of the Scheme. Any
voting decision or response in relation to the Offer should be made
solely on the basis of the information contained in the Scheme
Document (or, in the event that the Offer is to be implemented by
means of a Takeover Offer, the Offer Document). Trident
Shareholders are advised to read the formal documentation in
relation to the Offer carefully once it has been published. Each
Trident Shareholder is urged to consult their independent
professional adviser regarding the tax consequences of the
Offer.
This Announcement does not constitute a prospectus or a
prospectus equivalent document.
If
you are in any doubt about the contents of this Announcement or the
action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or from an independent
financial adviser duly authorised under the FSMA.
Overseas Shareholders
The release, publication or distribution of this Announcement
in or into certain jurisdictions other than the United Kingdom may
be restricted by the laws of those jurisdictions and therefore any
persons who are not resident in the United Kingdom or who are
subject to the laws of any jurisdiction other than the United
Kingdom (including Restricted Jurisdictions) should inform
themselves about, and observe, any applicable legal or regulatory
requirements. In particular, the ability of persons who are not
resident in the United Kingdom or who are subject to the laws of
another jurisdiction to vote their Trident Shares in respect of the
Scheme at the Court Meeting or the General Meeting, or to execute
and deliver Forms of Proxy appointing another to vote at the Court
Meeting or the General Meeting on their behalf, may be affected by
the laws of the relevant jurisdictions in which they are located or
to which they are subject. Any failure to comply with applicable
legal or regulatory requirements of any jurisdiction may constitute
a violation of securities laws or regulations in that jurisdiction.
To the fullest extent permitted by applicable law or regulations,
the companies and persons involved in the Offer disclaim any
responsibility or liability for the violation of such restrictions
by any person.
This Announcement has been prepared for the purpose of
complying with English law and the Code and the information
disclosed may not be the same as that which would have been
disclosed if this Announcement had been prepared in accordance with
the laws of jurisdictions outside England.
Unless otherwise determined by Bidco or required by the Code,
and permitted by applicable law and regulation, the Offer will not
be made, directly or indirectly, in or into or by use of the mails
or any other means or instrumentality (including, without
limitation, telephonic or electronic) of interstate or foreign
commerce of, or any facility of a national, state or other
securities exchange of, a Restricted Jurisdiction or any other
jurisdiction where to do so would violate the laws in that
jurisdiction, and the Offer will not be capable of acceptance by
any such use, means, instrumentality or facility or from within a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws in that jurisdiction.
Accordingly, copies of this Announcement and any formal
documentation relating to the Offer are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from any Restricted Jurisdiction or any
jurisdiction where to do so would constitute a violation of the
laws of such jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in or into or from any
Restricted Jurisdiction or any jurisdiction where to do so would
constitute a violation of the laws of such jurisdiction. Doing so
may render invalid any related purported vote in respect of
acceptance of the Offer.
Further details in relation to Trident Shareholders in
overseas jurisdictions will be contained in the Scheme
Document.
Notice to U.S. Investors in
Trident
The Offer relates to the shares of a company registered under
the laws of England and Wales and is proposed to be made by way of
a scheme of arrangement provided for under Part 26 of the Companies
Act. This Announcement, the Scheme Document and certain other
documents relating to the Offer have been or will be prepared in
accordance with English law, the Code and UK disclosure
requirements, format and style, all of which differ from those in
the United States. The Offer, implemented by way of a scheme of
arrangement, is not subject to the tender offer rules or the proxy
solicitation rules under the U.S. Exchange Act of 1934, as amended
(the "U.S. Exchange Act").
Accordingly, the Offer is subject to the procedural and disclosure
requirements of and practices applicable in the UK to a scheme of
arrangement involving a target company in England with its
securities admitted to trading on the London Stock Exchange, which
differ from the procedural and disclosure requirements of U.S.
tender offer and proxy solicitation rules. If, in the future, Bidco
exercises its right to implement the Offer by way of a Takeover
Offer and determines to extend the Takeover Offer into the United
States, the Takeover Offer will be made in compliance with
applicable U.S. laws and regulations including without limitation
and to the extent applicable, under Section 14(e) of the U.S.
Exchange Act and Regulation 14E thereunder as well as the U.S.
Securities Act of 1933, as amended. Such a Takeover Offer would be
made in the United States by Bidco and no one
else.
The financial information that is included in this
Announcement or that may be included in the Scheme Document, or any
other documents relating to the Offer, has been or will be prepared
in accordance with International Financial Reporting Standards or
other reporting standards or accounting practice applicable in the
United Kingdom and thus may not be comparable to financial
information of U.S. companies or companies whose financial
statements are prepared in accordance with U.S. generally accepted
accounting principles. None of the financial information in this
Announcement has been audited in accordance with auditing standards
generally accepted in the United States or the auditing standards
of the Public Company Accounting Oversight Board (United
States).
It
may be difficult for U.S. Trident Shareholders to enforce their
rights and any claim arising out of the U.S. federal securities
laws or the laws of any state or other jurisdiction in the United
States in connection with the Offer, because Trident is located in
a non-U.S. country, and some or all of its officers and directors
may be residents of a non-U.S. country. U.S. Trident Shareholders
may not be able to sue a non-U.S. company or its officers or
directors in a non-U.S. court for violations of the U.S. federal
securities laws or the laws of any state or other jurisdictions in
the United States. Further, it may be difficult to compel a
non-U.S. company and its affiliates to subject themselves to a U.S.
court's jurisdiction or judgment.
U.S. Trident Shareholders also should be aware that the Offer
may have tax consequences in the United States and that such
consequences, if any, are not described herein. The receipt of cash
by a U.S. holder of Trident Shares as consideration for the
transfer of its Scheme Shares pursuant to the Scheme may be a
taxable transaction for U.S. federal income tax purposes and under
applicable U.S. state and local, as well as foreign and other, tax
laws.
U.S. Trident Shareholders (including U.S. holders) are urged
to consult with legal, tax and financial advisers in connection
with making a decision regarding the Offer.
Notice to Trident
Shareholders in Australia
To
the extent that this Announcement is received by a Trident
Shareholder in Australia, it is provided in reliance upon ASIC
Corporations (Unsolicited Offers-Foreign Bids) Instrument
2015/1070.
Forward-looking
Statements
This Announcement (including any information incorporated by
reference in this Announcement), oral statements made regarding the
Offer, and other information published by Deterra, Bidco or Trident
contain statements which are, or may be deemed to be,
"forward-looking statements" with respect to Deterra, Bidco,
Trident and the Enlarged Deterra Group. These forward-looking
statements can be identified by the fact that they do not relate
only to historical or current facts. Forward-looking statements
often use words such as "anticipate", "target", "expect",
"estimate", "intend", "plan", "goal", "believe", "aim", "will",
"may", "would", "could" or "should" or other words of similar
meaning or the negative thereof. Forward-looking statements include
statements relating to the following: (i) future capital
expenditures, expenses, revenues, economic performance, synergies,
financial conditions, market growth, dividend policy, losses and
future prospects; (ii) business and management strategies and the
expansion and growth of the operations of the Deterra Group or the
Trident Group; and (iii) the effects of government regulation on
the business of the Deterra Group or the Trident Group. There are
many factors which could cause actual results to differ materially
from those expressed or implied in forward-looking statements.
Among such factors are the satisfaction (or, where permitted,
waiver) of the Conditions as well as additional factors, such as
domestic and global business and economic conditions; the impact of
pandemics, asset prices; market-related risks such as fluctuations
in interest rates and exchange rates, industry trends, competition,
changes in government and regulation, changes in the policies and
actions of governments and/or regulatory authorities (including
changes related to capital and tax), changes in political and
economic stability (including exposures to terrorist activities,
the UK's exit from the European Union, Eurozone instability, the
Russia-Ukraine conflict), disruption in business operations due to
reorganisation activities, interest rate, inflation, deflation and
currency fluctuations, the timing impact and other uncertainties of
future or planned acquisitions or disposals or offers, the
inability of the Enlarged Deterra Group to realise successfully any
anticipated synergy benefits when the Offer is implemented
(including changes to the board and/or employee composition of the
Enlarged Deterra Group), the inability of the Deterra Group to
integrate successfully the Trident Group's operations and
programmes when the Offer is implemented, the Enlarged Deterra
Group incurring and/or experiencing unanticipated costs and/or
delays (including IT system failures, cyber-crime, fraud and
pension scheme liabilities), or difficulties relating to the Offer
when the Offer is implemented. Other unknown or unpredictable
factors could affect future operations and/or cause actual results
to differ materially from those in the forward-looking statements.
Such forward-looking statements should therefore be construed in
the light of such factors.
These forward-looking statements are based on numerous
assumptions regarding the present and future business strategies of
such persons and the environment in which each will operate in the
future. By their nature, these forward-looking statements involve
known and unknown risks and uncertainties (and other factors that
are in many cases beyond the control of Trident, Deterra and/or
Bidco) because they relate to events and depend on circumstances
that will occur in the future. The factors described in the context
of such forward-looking statements in this Announcement may cause
the actual results, performance or achievements of any such person,
or industry results and developments, to be materially different
from any results, performance or achievements expressed or implied
by such forward-looking statements. No assurance can be given that
such expectations will prove to have been correct and persons
reading this Announcement are therefore cautioned not to place
undue reliance on these forward-looking statements which speak only
as at the date of this Announcement. None of the Deterra Group nor
Trident Group, nor any of their respective associates or directors,
officers or advisers, provide any representation, warranty,
assurance or guarantee that the occurrence of the events expressed
or implied in any forward-looking statements in this Announcement
will actually occur. All subsequent oral or written forward-looking
statements attributable to Deterra, Bidco or Trident or any persons
acting on their behalf are expressly qualified in their entirety by
the cautionary statements contained or referred to in this section.
Other than in accordance with their legal or regulatory obligations
(including under the Code, MAR and the AIM Rules), neither of
Deterra, Bidco nor Trident is under or undertakes any obligation,
and each of the foregoing expressly disclaims any intention or
obligation, to update or revise any forward-looking statements,
whether as a result of new information, future events or
otherwise.
No Profit Forecasts, Estimates or
Quantified Financial Benefits Statements
No
statement in this Announcement is intended, or is to be construed,
as a profit forecast or estimate for any period or a quantified
financial benefits statement and no statement in this Announcement
should be interpreted to mean that earnings or earnings per
ordinary share, for Deterra, Bidco or Trident, respectively for the
current or future financial years would necessarily match or exceed
the historical published earnings or earnings per ordinary share
for Deterra, Bidco or Trident, respectively.
Right to Switch to a Takeover
Offer
Bidco reserves the right to elect, with the consent of the
Panel and subject to the terms of the Co-operation Agreement, to
implement the Offer by way of a Takeover Offer for the entire
issued and to be issued share capital of Trident as an alternative
to the Scheme. In such an event, the Takeover Offer will be
implemented on the same terms or, if Bidco so decides, on such
other terms being no less favourable (subject to appropriate
amendments), so far as applicable, as those which would apply to
the Scheme and subject to the amendment referred to in Part C
of Appendix I to this Announcement.
Electronic Communication -
Information Relating to Trident Shareholders
Addresses, electronic addresses and certain other information
provided by Trident Shareholders, persons with information rights
and other relevant persons for the receipt of communications from
Trident may be provided to Bidco during the Offer Period as
required under Section 4 of Appendix 4 of the Code to comply with
Rule 2.11(c) of the Code.
Publication on Website
A
copy of this Announcement and the documents required to be
published pursuant to Rule 26.1 and Rule 26.2 of the Code will be
made available (subject to certain restrictions relating to persons
resident in Restricted Jurisdictions), free of charge, at
www.deterraroyalties.com/investors/proposed-acquisition-of-trident
and Trident's
website at
https://tridentroyalties.com/recommended-offer
by no later than
12 noon on the Business Day following the date of this
Announcement.
Neither the contents of these websites nor the content of any
other website accessible from hyperlinks on such websites is
incorporated into, or forms part of, this
Announcement.
Hard Copy Documents
In
accordance with Rule 30.3 of the Code, Trident Shareholders,
persons with information rights and participants in the Trident
Share Scheme may request a hard copy of this Announcement by
contacting Trident's registrar, Neville Registrars, on +44 (0) 121
585 1131 or by sending a request in writing to Neville Registrars
at Neville House, Steelpark Road, Halesowen, B62 8HD. Calls are
charged at the standard geographic rate and will vary by provider.
Calls from outside the United Kingdom will be charged at the
applicable international rate. The helpline is open between 9.00
a.m. to 5.00 p.m. (London time), Monday to Friday excluding for
public holidays in England and Wales. Please note that Neville
Registrars cannot provide any financial, legal or tax advice and
calls may be recorded and monitored for security and training
purposes. For persons who receive a copy of this Announcement in
electronic form or via a website notification, a hard copy of this
Announcement will not be sent unless so requested. Such persons
may, subject to applicable securities laws, also request that all
future documents, announcements and information be sent to them in
relation to the Offer in hard copy form.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede
them.
Market Abuse Regulation
This Announcement contains inside information for the purposes
of Article 7 of MAR. Market soundings (as defined in MAR) were
taken in respect of a potential offer with the result that certain
persons became aware of inside information (as defined in MAR) as
permitted by MAR. This inside information is set out in this
Announcement. Therefore, those persons that received inside
information in a market sounding are no longer in possession of
such inside information relating to Trident and its
securities.
Rule 2.9 Disclosure
In
accordance with Rule 2.9 of the Code, Trident confirms that, as at
the Latest Practicable Date, it had in issue 293,079,382 ordinary
shares of £0.01 each. The International Securities Identification
Number (ISIN) for Trident Shares is GB00BF7J2535.
Disclosure Requirements of the
Code
Under Rule 8.3(a) of the Code, any person who is interested in
1 per cent. or more of any class of relevant securities of an
offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement
of the Offer Period and, if later, following the announcement in
which any securities exchange offeror is first
identified.
An
Opening Position Disclosure must contain details of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) of the Code applies must be made by no
later than 3.30 p.m. (London time) on the 10th business day (as
defined in the Code) following the commencement of the offer period
and, if appropriate, by no later than 3.30 p.m. (London time) on
the 10th business day (as defined in the Code) following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8 of the Code. A Dealing Disclosure by a
person to whom Rule 8.3(b) of the Code applies must be made by no
later than 3.30 p.m. (London time) on the business day (as defined
in the Code) following the date of the relevant
dealing.
If
two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3 of the Code.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of
the Code).
Details of the offeree and offeror companies in respect of
whose relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
Offer Period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
THIS
ANNOUNCEMENT CONTAINS INSIDE INFORMATION. UPON THE PUBLICATION OF
THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, 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
13 JUNE 2024
RECOMMENDED CASH OFFER
for
TRIDENT ROYALTIES PLC
by
DETERRA GLOBAL HOLDINGS PTY LTD
(a direct
wholly owned subsidiary of Deterra Royalties Limited)
(to be
implemented by way of a scheme of arrangement
under
Part 26 of the Companies Act 2006)
1.
Introduction
The boards of directors of Deterra
Global Holdings Pty Ltd ("Bidco") and Trident Royalties Plc
("Trident") are pleased to
announce that they have reached agreement on the terms and
conditions of a recommended all-cash offer by Bidco for the entire
issued and to be issued share capital of Trident (the "Offer").
It is intended that the Offer will
be implemented by way of a Court-sanctioned scheme of arrangement
under Part 26 of the Companies Act (although Bidco reserves the
right to implement the Offer by way of a Takeover Offer, with the
consent of the Panel).
2. The
Offer
Under the terms of the Offer, each
Trident Shareholder will be entitled to receive:
for each Trident
Share:
|
49 pence in cash (the "Cash
Consideration")
|
The Cash Consideration values
Trident's entire issued and to be issued share capital at
approximately £144 million.
The Cash Consideration represents a
premium of approximately:
· 22.5
per cent. to the Closing Price per Trident Share of 40.0 pence on
12 June 2024 (being the latest practicable date prior to this
Announcement (the "Latest
Practicable Date"));
· 42.0
per cent. to the Closing Price per Trident Share of 34.5 pence on
23 April 2024 (being the date prior to the submission of Deterra's
first non-binding, conditional proposal of 44 pence per share on 24
April 2024);
· 21.2
per cent. to the volume weighted average price per Trident Share of
40.4 pence for the 1-month period ended on the Latest Practicable
Date;
· 31.9
per cent. to the volume weighted average price per Trident Share of
37.1 pence for the 3-month period ended on the Latest Practicable
Date; and
· 34.7
per cent. to the volume weighted average price per Trident Share of
36.4 pence for the 6-month period ended on the Latest Practicable
Date.
The Trident Shares will be acquired
by Bidco fully paid and free from all liens, equitable interests,
charges, encumbrances, rights of pre-emption and any other
third-party rights or interests whatsoever and together with all
rights existing at the date of this Announcement or thereafter
attaching thereto, including (without limitation) the right to
receive and retain, in full, all dividends and other distributions
(if any) declared, made or paid or any other return of capital
(whether by way of reduction of share capital or share premium
account or otherwise) made on or after the Effective Date in
respect of the Trident Shares.
If any dividend, distribution or
other return of value is announced, authorised, declared, made or
paid in respect of Trident Shares on or after the date of this
Announcement and prior to the Effective Date, Bidco reserves the
right to reduce the consideration payable for each Trident Share
under the terms of the Offer by the amount per Trident Share of
such dividend, distribution or other return of value. In such
circumstances, Trident Shareholders shall be entitled to retain any
such dividend, distribution or other return of value announced,
declared, made or paid.
3. Background
to, and Reasons for, the Offer
The Offer represents an attractive
opportunity for Deterra to accelerate its growth strategy and
create value for its shareholders.
Deterra's growth strategy includes
acquiring additional royalties across the bulk, base metal and
battery metal segments. Through execution of this growth strategy,
Deterra is seeking to build a diversified royalty portfolio,
with:
· strong
and resilient cash flows;
· multiple sources of earnings growth over time; and
· leverage to Deterra's scalable operating cost
structure.
Trident holds an attractive
portfolio of royalties that would offer Deterra geographical
diversification and commodity exposure to battery and precious
metals.
Trident's Thacker Pass lithium asset
aligns squarely with Deterra's target investment criteria.
Trident's other assets, including its La Preciosa Silver royalty
and Mimbula copper royalty, will assist Deterra in its
diversification efforts.
Recognised strategic investors have
supported the Offer, in Regal Funds Management Pty Limited, LIM
Asia Special Situations Master Fund Limited; Ponderosa
Investments(WA) Pty Ltd and Ashanti having provided shareholder
irrevocable undertakings over approximately 24 per cent. of
Trident's issued share capital and Amati Global Investors Limited
having provided a letter of intent in respect of a further
approximately 4 per cent. of Trident's issued share
capital.
4.
Recommendation
The Trident Directors, who have been
so advised by BMO as to the financial terms of the Offer, consider
the terms of the Offer to be fair and reasonable. In providing its
advice to the Trident Directors, BMO has taken into account the
commercial assessments of the Trident Directors. BMO is providing
independent financial advice to the Trident Directors for the
purposes of Rule 3 of the Code.
Accordingly, the Trident Directors intend to recommend
unanimously that Trident Shareholders vote (or procure votes) in
favour of the Scheme at the Court Meeting and the Resolutions at
the General Meeting, as the Trident Directors have irrevocably
undertaken to do (or procure to be done) in respect of their
interests and those of certain of their connected persons being, in
aggregate, 1,948,623 Trident Shares
representing approximately 0.66 per cent. of the issued share
capital of Trident as at the Latest Practicable
Date.
5. Background
to and Reasons for the Recommendation
Since its inception in June 2020,
Trident has sought to create shareholder value through the
acquisition of high quality assets. In doing so, Trident has
acquired 21 assets and now boasts a portfolio with:
· commodity diversification and balanced exposure to precious,
base and battery metals, and bulk / industrial
materials;
· more
than half of the assets generating cash flow, and several others
which are expected to begin generating cash flow in the
near-to-medium term; and
· a
flagship royalty over the Thacker Pass lithium project.
The Trident Board believes the
consistent execution of its strategy, coupled with the positive
developments that have occurred at many of the underlying assets
over which its royalties and offtakes are held, provide a strong
platform for future growth. Accordingly, the Trident Board remains
confident in Trident's ability to succeed as an independent
business.
However, the Trident Board also
recognises that there are risks associated with unlocking value as
an independent business, including:
· potential permitting, development, funding and operational
risks faced by operators of the underlying assets which could
impact the quantum and/or timing of cash flows to be received by
Trident;
· the
current challenging equity capital markets conditions for small-cap
equities and the relatively illiquid nature of Trident's shares;
and
· the
broader macroeconomic and market risks Trident is exposed to as a
listed entity.
Further, as part of Trident's
regular communication with Trident Shareholders, it has become
clear to Trident that certain Trident Shareholders, many of whom
have been shareholders since Trident's IPO, would welcome the
opportunity for a liquidity event. While these Trident Shareholders
could theoretically seek to monetise their holdings via on-market
trades, the illiquid nature of Trident's shares means that such
trades would likely have a significant detrimental impact on
Trident's share price. By comparison, the Offer represents an
opportunity for Trident Shareholders that invested at Trident's IPO
to monetise their position at a 145 per cent. premium to the IPO
price of Trident's Shares (20 pence).
In considering the Offer, the
Trident Board has taken into consideration Trident's independent
strategy, its long-term potential value and risks associated with
achieving this value, the challenging equity capital market
conditions for small-cap equities, the relatively illiquid nature
of Trident's shares and the desire of certain Trident Shareholders
to be presented with a liquidity event.
The Trident Board has also given
consideration to the fact that discussions with other potential
counterparties that have occurred in recent months, have not
resulted in any other proposals being received.
Against this backdrop, the Offer
presents an opportunity for Trident Shareholders to accelerate and
de-risk the recognition of Trident's potential future value
creation, and realise an immediate and certain cash exit for their
investment at a premium to the prevailing share price over recent
months.
In addition to the financial terms
of the Offer, the Trident Directors have also given consideration
to Deterra's stated intentions for the business and its employees,
and Deterra's integrated business model.
Accordingly, the Trident Directors intend to recommend
unanimously that Trident Shareholders vote (or procure votes) in
favour of the Scheme at the Court Meeting and the Resolutions at
the General Meeting.
6. Irrevocable
undertakings and Letter of Intent
In addition to the irrevocable
undertakings given by the Trident Directors, as set out in
Section 4 above,
Bidco has also received:
· irrevocable undertakings to vote (or procure the voting) in
favour of the Scheme at the Court Meeting and the Resolutions at
the General Meeting from Regal Funds Management Pty Limited, LIM
Asia Special Situations Master Fund Limited; Ponderosa
Investments(WA) Pty Ltd and Ashanti in respect of 70,445,397
Trident Shares, in aggregate, representing approximately 24 per
cent. of Trident's issued share capital as at the Latest
Practicable Date; and
· a
letter of intent to vote (or procure the voting) in favour of the
Scheme at the Court Meeting and the Resolutions at the General
Meeting from Amati Global Investors Limited in respect of
11,707,015 Trident Shares, representing approximately 4 per cent.
of Trident's issued share capital as at the Latest Practicable
Date.
In aggregate therefore, Bidco has
received irrevocable undertakings and a letter of intent to vote in
favour of the Scheme at the Court Meeting and the Resolutions at
the General Meeting from the holders of 84,101,035 Trident Shares
in total representing approximately 28.7 per cent. of Trident's
issued share capital as at the Latest Practicable Date.
Further details of these irrevocable
undertakings, including the terms on which
they cease to be binding, are set out in
Appendix III to this Announcement.
7. Information
on Deterra, Bidco and Trident
Deterra
Deterra Royalties Limited
("Deterra") is based in Perth,
Australia and is listed on the Australian Securities Exchange (ASX
code: DRR) with a market capitalisation of approximately A$2.4
billion as at the Latest Practicable Date. In the financial year
ended 30 June 2023, Deterra reported total revenue of A$229 million
and underlying EBITDA of A$219 million. Deterra was formed as a
separate listed entity via an in-specie distribution (demerger)
from Iluka Resources Limited in November 2020 and is a constituent
of the S&P/ASX 200 Index.
Deterra's principal activity is the
management and growth of a portfolio of royalty assets across a
range of commodities, primarily focused on bulk, base and battery
metals. Its key royalty investment activities involve acquisition
of royalties from third parties and providing finance to resource
companies in return for royalties.
Deterra holds six royalties in its
current portfolio, creating growth through asset life extensions
and exploration. Deterra's existing portfolio includes royalties
held over Mining Area C, in the Pilbara region of Western
Australia, its cornerstone asset, as well as five smaller royalties
including Yoongarillup/Yalyalup, Wonnerup, Eneabba and St
Ives.
The strategy of Deterra is to expand
and diversify its royalty base over time through strategic
acquisitions and the funding of high-quality resource projects
targeting value accretive growth for Deterra's
shareholders.
Bidco
Bidco is a direct wholly owned
subsidiary of Deterra. It is an Australian proprietary company and
was incorporated and registered in Australia on 20 October 2022 as
A.C.N. 663 260 357 Pty Ltd and changed its name on 30 May 2024 to
Deterra Global Holdings Pty Ltd. Prior to the date of this
Announcement Bidco, has not undertaken any business other than to
enter into the agreements referred to in this Announcement and
accede to the financing arrangements of the Wider Deterra
Group.
Information on Trident
Trident was incorporated on 25 April
2018 in England and Wales as Trident Resources plc with company
number 11328666 and changed its name to Trident Royalties Plc on 2
July 2020.
Trident is a growth-focused
diversified mining royalty and streaming company, with a
diversified and highly cash generative portfolio of royalties and
offtakes. Trident's current portfolio provides investors with
exposure to base, precious, bulk and battery metals, including
lithium, gold, silver, copper, zinc, mineral sands and iron ore.
Trident made five acquisitions during 2023, and generated US$11
million in royalty and offtake revenues in FY2023.
Trident is admitted to trading on
AIM (AIM:TRR) and on the Open Market of the Frankfurt Stock
Exchange (FSE:5KV). Trident's Shares also trade on the OTCQB in the
United States (OTCQB:TDTRF). Trident's registered office is located
in London, UK.
8.
Financing
Bidco, as borrower, and Deterra have
entered into a bridge facility agreement with J.P. Morgan Chase
Bank, N.A. dated 13 June 2024 (the "Bridge Facility Agreement"), pursuant
to which a £150 million loan facility is being made available to
Bidco to ensure that Bidco will be able to finance the cash
consideration payable pursuant to the Offer, consistent with the
requirements of Rules 2.7(d) and 24.8 of the Code.
It is possible that prior to
completion of the Offer, the commitments under the Bridge Facility
Agreement will be reduced or replaced by other debt facilities
expected to be available to Bidco.
Further information in respect of
the Bridge Facility Agreement will be included in the Scheme
Document.
J.P. Morgan Cazenove, in its
capacity as financial adviser to Bidco and Deterra, is satisfied
that sufficient resources are available to Bidco to enable it to
satisfy in full the Cash Consideration payable to Trident
Shareholders under the terms of the Offer.
9. Strategic
Plans with regards to the Business, Directors, Management,
Employees, Pensions, Research and Development, Locations
Strategic plans for Trident
Deterra recognises the quality of
Trident's assets and believes they are an attractive fit for its
own portfolio. As set out above, Deterra believes the acquisition
of Trident represents a highly attractive opportunity for Deterra
to grow and diversify.
Following the Effective Date,
Deterra intends to integrate Trident's business and assets,
comprising Trident's key portfolio of lithium, copper, silver and
iron ore royalties and gold offtake arrangements, into Deterra's
existing operating model. In that regard, it is noted that gold is
not core to Deterra's target commodity focus, and hence Deterra
will look to assess where Trident's gold offtakes fit within
Deterra's longer-term strategy post-completion of the Offer. This
may result in a decision to retain these assets or seek to divest
them.
Directors, management and employees
Prior to this Announcement, Deterra
has been granted access to Trident information for the purposes of
conducting a confirmatory due diligence exercise only. Deterra has
not yet had the opportunity to finalise a detailed strategy for all
of Trident's operations and employees.
Deterra intends to undertake an
evaluation of Trident and all of its business operations including
employees shortly following completion of the Offer. Although no
firm decisions or proposals have been made at this stage, this
review will include an assessment of duplicative roles. It will
likely result in the loss of the majority of roles within Trident
including roles relating to Trident's status as a UK listed
company. The evaluation, preparation, and implementation of
headcount reductions will be subject to comprehensive planning and
all legally required information and consultation. Any individuals
affected will be treated in a manner consistent with the
established high standards and culture of Deterra and in accordance
with all applicable laws.
Pension Schemes
Trident does not operate a defined
benefit pension scheme. Deterra also understands that, given its
small number of employees, Trident does not have its own pension
scheme. Instead, in applicable jurisdictions, Trident makes
contributions to the relevant governmental statutory retirement
scheme. Deterra does not intend to make any changes to Trident's
current contribution rates to such schemes.
Management incentivisation arrangements
Deterra has not entered into, and
has not discussed, any form of incentivisation arrangements with
members of Trident's management. Following its review of Trident's
business operations and employees noted above, Deterra is likely to
discuss the adoption of appropriate incentivisation arrangements
for certain members of the management team following the Effective
Date.
Locations of business, fixed assets, headquarters and research
and development
As part of the evaluation of
Trident's business noted above, Deterra will assess the use of
Trident's only office arrangements, which are its London head
office. Deterra does not wish to pre-empt the results of that
evaluation. However, it is likely that, following the evaluation,
Deterra will decide to close Trident's current London head office
arrangement.
Trident does not have any other
fixed assets (including office space), and accordingly Deterra has
no further intentions in this regard. Trident has a small number of
employees based in other locations (Denver, Zurich and Perth), who
will be impacted by the evaluation of Trident's business, but does
not have any offices in those locations.
Similarly, Trident has no research
and development function and accordingly Deterra has no intention
in this regard.
Trading facilities
The Trident Shares are currently
admitted to trading on AIM and on the Open Market of the Frankfurt
Stock Exchange ("FSE"). The
Trident Shares also trade on the OTCQB in the United States.
Subject to the Offer becoming Effective, an application will be
made to the London Stock Exchange to cancel the admission of the
Trident Shares to trading on AIM. Applications will also be made as
necessary to cease trading on the FSE and the OTCQB. Following
which Trident will be re-registered as a private limited
company.
No statements in this Section 9 are
"post-offer undertakings" for the purposes of Rule 19.5 of the
Code.
10. Trident Share
Scheme and Warrants
Trident Share
Scheme
Participants in the Trident Share
Scheme will be contacted regarding the effect of the Offer on their
rights under the Trident Share Scheme, and, where relevant,
appropriate proposals will be made to such participants in
accordance with Rule 15 of the Code. Further details of such
proposals will be set out in the Scheme Document and in separate
letters to be sent to the participants in the Trident Share Scheme
in due course. No formal proposals will be made to participants in
the Trident Share Scheme under Rule 15 of the Code in respect of
any options granted under the Trident Share Scheme which have an
exercise price which is greater than the Cash
Consideration.
Warrants
Pursuant to the Warrant Instrument,
the Warrant Holder has a right to subscribe for up to 14,840,517
Trident Shares at the subscription price of 50.974 pence per
Trident Share ("Warrants").
Since all outstanding Warrants have an exercise price which is
greater than the Cash Consideration, no formal proposals will be
made to the Warrant Holder in respect of its Warrants under Rule 15
of the Code.
11. Offer-related
Arrangements
Confidentiality Agreement
Deterra and Trident entered into a
confidentiality agreement on 18 May 2024 (the "Confidentiality Agreement"), pursuant
to which Deterra has undertaken (in respect of itself and its
Authorised Representatives (as such term is defined in the
Confidentiality Agreement)) to keep confidential information
relating to, among other things, Trident and not to disclose it to
third parties (with certain exceptions) unless required by law or
regulation or permitted pursuant to limited carve-outs to the
obligations of confidentiality. The Confidentiality Agreement also
includes customary standstill and non-solicitation obligations
applicable to Deterra and its Affiliates (as such term is defined
in the Confidentiality Agreement).
The confidentiality obligations will
remain in force until the earlier of the date the Scheme becomes
Effective or the date falling 18 months from the date of the
Confidentiality Agreement.
Co-operation Agreement
Bidco, Deterra and Trident have
entered into the Co-operation Agreement. Under the Co-operation
Agreement, among other things: (i) Bidco and Deterra have agreed to
use all reasonable endeavours to secure any regulatory clearances
as soon as reasonably practicable; (ii) Bidco has agreed to provide
Trident with certain information for the purposes of the Scheme
Document and to otherwise assist with the preparation of the Scheme
Document; and (iii) Bidco and Trident have agreed to certain
provisions providing Bidco with the ability to elect to effect the
Offer by way of a Takeover Offer rather than the Scheme with the
consent of the Panel (and Bidco and Trident have agreed to certain
customary provisions if Bidco does elect to implement the Offer by
means of a Takeover Offer).
The Co-operation Agreement also
contains provisions that will apply in respect of the proposals to
be made in regard to the Trident Share Scheme, pursuant to Rule 15
of the Code. Among other things, the Co-operation Agreement records
that, in accordance with the rules of the Trident Share Scheme and
as agreed between Bidco and Trident, discretion has been exercised
by the Remuneration Committee of the Trident Board that upon
exercise of the options granted under the Trident Share Scheme,
such options will be settled in cash and no Trident Shares will be
issued in connection with such exercise.
The Co-operation Agreement will be
terminated, among other things: (i) upon written notice given by
Bidco to Trident where: (a) the Trident Directors recommend a
competing proposal; (b) if the Trident Board's recommendation
changes in a manner that is adverse in the context of the Offer; or
(c) certain milestones in connection with the Scheme are not
achieved in accordance with agreed timeframes; (ii) upon written
notice of Bidco to Trident or by Trident to Bidco where: (a) the
Offer is withdrawn, terminates or lapses in accordance with its
terms; (b) prior to the Long Stop Date, a Condition which has been
invoked by Bidco (where the invocation of the relevant Condition is
permitted by the Panel); or (c) the Scheme is not approved at the
meeting of Scheme Shareholders and/or the Resolutions are not
approved at the General Meeting; or (iii) the parties agree in
writing.
12. Structure of the
Offer
Scheme
It is intended that the Offer will
be implemented by way of a Court-sanctioned scheme of arrangement
between Trident and the Trident Shareholders under Part 26 of the
Companies Act.
The purpose of the Scheme is to
provide for Bidco to become the holder of the entire issued and to
be issued share capital of Trident. This is to be achieved by the
transfer of the Scheme Shares to Bidco (or a nominee of Bidco) in
consideration for which the Scheme Shareholders who are on the
Trident register of members at the Scheme Record Time will receive
the Cash Consideration on the basis set out in
Section 2 of
this Announcement.
Approval by Court Meeting and
General Meeting
To become Effective, the Scheme
requires, among other things, the:
(a) approval of a
majority in number of the Scheme Shareholders who are present and
vote, either in person or by proxy, at the Court Meeting and who
represent not less than 75 per cent. in value of the Scheme Shares
voted by those Scheme Shareholders; and
(b) approval of the
requisite majorities of the votes cast, either in person or by
proxy, in respect of the Resolutions at the General
Meeting.
Application to Court to Sanction the
Scheme
Once the approvals of the Scheme
Shareholders have been obtained at the Court Meeting and the
Trident Shareholders at the General Meeting, and the other
Conditions have been satisfied or (where applicable) waived, the
Scheme must be sanctioned by the Court at the Court
Hearing.
The Scheme will become Effective in
accordance with its terms on delivery of a copy of the Court Order
to the Registrar of Companies. Upon the Scheme becoming Effective,
it will be binding on all Trident Shareholders, irrespective of
whether or not they attended or voted at the Court Meeting or
General Meeting, or whether they voted in favour of or against the
Scheme.
The Cash Consideration will be
despatched by Trident to Scheme Shareholders no later than 14 days
after the Effective Date. In addition, share certificates in
respect of Trident Shares will cease to be valid and entitlements
to Trident Shares held within the CREST system will be
cancelled.
Full Details of the Scheme to be set out in the Scheme
Document
The Scheme Document will include
full details of the Scheme, along with the notice of the Court
Meeting and the General Meeting and the Forms of Proxy. The Scheme
Document will also include the expected timetable for the Offer and
the actions to be taken by Trident Shareholders.
The Scheme will be governed by
English law. The Scheme will be subject to the jurisdiction of the
English courts and the applicable requirements of the Code, the
Panel, the London Stock Exchange, the FCA and the AIM
Rules.
It is expected that the Scheme
Document, along with the notice of the Court Meeting and the
General Meeting and the Forms of Proxy will be published and sent
to Trident Shareholders and, for information only, to participants
in the Trident Share Scheme within 28 days of this Announcement,
unless Bidco and Trident otherwise agree, and the Panel consents,
to a later date.
At this stage, subject to the
approval and availability of the Court (which is subject to
change), and subject to the satisfaction (or, where applicable,
waiver) of the Conditions, Bidco expects the Offer will become
Effective in H2 2024.
Subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, the
Scheme Document will also be made available on Bidco's website at
www.deterraroyalties.com/investors/proposed-acquisition-of-trident
and Trident's website at
https://tridentroyalties.com/recommended-offer
.
Conditions to the Offer
The Offer will be subject to the
Conditions and further terms set out in full in
Appendix I to
this Announcement and to be set out in the Scheme
Document.
The Conditions set out in
paragraphs 1 and 2 of
Appendix I to
this Announcement provide that the Scheme will lapse if:
(a) it does not
become Effective by 11.59 p.m. on the Long Stop Date;
(b) the Court
Meeting is not held on or before the 22nd day after the expected
date of the Court Meeting to be set out in the Scheme Document in
due course (or such later date as (a) may be agreed between Bidco
and Trident; or (b) (in a competitive situation) specified by Bidco
with the consent of the Panel and, in either case, if required, as
the Court may allow);
(c) the General
Meeting is not held on or before the 22nd day after the expected
date of the General Meeting to be set out in the Scheme Document in
due course (or such later date as (a) may be agreed between Bidco
and Trident; or (b) (in a competitive situation) specified by Bidco
with the consent of the Panel and, in either case, if required, as
the Court may allow); or
(d) the Scheme is
not sanctioned on or before the 22nd day after the expected date of
the Court Hearing to be set out in the Scheme Document in due
course (or such later date as (a) may be agreed between Bidco and
Trident; or (b) (in a competitive situation) specified by Bidco
with the consent of the Panel and, in either case, if required, as
the Court may allow) and a copy of the Court Order is not delivered
to the Registrar of Companies.
Right to Switch to a Takeover
Offer
Bidco reserves the right to elect,
with the consent of the Panel, and subject to the terms of the
Co-operation Agreement, to implement the Offer by way of a Takeover
Offer for the entire issued and to be issued share capital of
Trident as an alternative to the Scheme. In such an event, the
Takeover Offer will be implemented on the same terms or, if Bidco
so decides, on such other terms being no less favourable (subject
to appropriate amendments), so far as applicable, as those which
would apply to the Scheme and subject to the amendment referred to
in Part C of Appendix I
to this Announcement.
13. Cancellation of
admission to trading on AIM and the FSE of the Trident Shares and
Re-registration
It is intended that dealings in
Trident Shares on AIM, the Open Market of the Frankfurt Stock
Exchange ("FSE") and the
OTCQB will be suspended on or shortly before the Effective Date at
a time to be set out in the Scheme Document or as separately
announced following the date of this Announcement.
It is further intended that an
application will be made to the London Stock Exchange for the
cancellation of the admission to trading of the Trident Shares on
AIM with effect on, or shortly after, the Effective Date and that
applications will be made as necessary to cancel trading in Trident
Shares on the FSE and OTCQB in each case to take effect on, or
shortly after, the Effective Date.
It is currently expected that the
last day of dealings in Trident Shares on AIM and the Open Market
of the FSE will be the Business Day immediately prior to the
Effective Date, and that no transfers will be registered on AIM
after 6.00 p.m. on that date and no transfers will be registered on
the Open Market of the FSE after the close of trading on that
date.
Upon the Scheme becoming Effective,
share certificates in respect of the Trident Shares will cease to
be valid. In addition, entitlements to Trident Shares held within
the CREST system will be cancelled on the Effective
Date.
As soon as practicable after the
Effective Date, it is intended that Trident will be re-registered
as a private limited company under the relevant provisions of the
Companies Act.
14. Disclosure of
Interests in Trident
As at the close of business on the
Latest Practicable Date, save for the irrevocable undertakings
referred to in Section 6
of this Announcement, none of Bidco or any of its
directors or, so far as Bidco is aware, any person acting, or
deemed to be acting, in concert with Bidco had:
· any
interest in, or right to subscribe for, any relevant securities of
Trident;
· any
short position in (whether conditional or absolute and whether in
the money or otherwise), including any short position under a
derivative, any agreement to sell or any delivery obligation or
right to require another person to purchase or take delivery of,
relevant securities of Trident;
· procured an irrevocable commitment or letter of intent to
accept the terms of the Offer in respect of relevant securities of
Trident; or
· borrowed or lent, or entered into any financial collateral
arrangements or dealing arrangements in respect of, any relevant
securities of Trident.
Furthermore, no indemnity or dealing
arrangement (of the kind referred to in Note 11 of the
definition of "acting in concert" in the Code) exists between Bidco
or Trident or, so far as Bidco is aware, any person acting in
concert with Bidco or Trident in relation to relevant securities of
Trident.
An "interest in" securities for
these purposes arises, in summary, when a person has long economic
exposure, whether absolute or conditional, to changes in the price
of securities (and a person who only has a short position in
securities is not treated as interested in those securities). In
particular, a person will be treated as having an 'interest' by
virtue of the ownership, voting rights or control of securities, or
by virtue of any agreement to purchase, option in respect of, or
derivative referenced to securities.
15. Rule 2.9
Disclosure
In accordance with Rule 2.9 of the
Code, Trident confirms that, as at the Latest Practicable Date, it
had in issue 293,079,382 ordinary shares of
£0.01 each admitted to trading on AIM. The International Securities
Identification Number (ISIN) for Trident Shares is
GB00BF7J2535.
16.
General
The Offer will be subject to the
Conditions and further terms set out in
Appendix I to
this Announcement and to be set out in the Scheme
Document.
Each of J.P. Morgan, Gresham and BMO
has given and not withdrawn their consent to the publication of
this Announcement with the inclusion herein of the references to
their names in the form and context in which they
appear.
Appendix II to this Announcement contains the
bases and sources of certain information used in this Announcement.
Appendix III to this Announcement contains details of the irrevocable
undertakings referred to in this Announcement.
Appendix IV to
this Announcement contains definitions of terms used in this
Announcement.
17. Documents
Available on a Website
Subject to certain restrictions
relating to persons in Restricted Jurisdictions, copies of the
following documents will, by no later than 12 noon on the Business
Day following the date of this Announcement, be made available on
Deterra's website at www.deterraroyalties.com/investors/proposed-acquisition-of-trident
and Trident's website at
https://tridentroyalties.com/recommended-offer
(as applicable) until the end of the Offer
Period:
(a) this
Announcement;
(b) the
Confidentiality Agreement;
(c) the Co-operation
Agreement;
(d) the documents
relating to the financing of the Offer referred to in Section 8 of
this Announcement;
(e) the irrevocable
undertakings and letter of intent referred to in Section 6 of this
Announcement and summarised in Appendix III to this Announcement;
and
(f) consent
letters from each of BMO, J.P. Morgan and Gresham.
Neither the contents of Deterra's
website or the contents of Trident's website, nor the content of
any other website accessible from hyperlinks on either such
website, is incorporated into, or forms part of, this
Announcement.
The person responsible for arranging
the release of this Announcement on behalf of Bidco is Bronwyn
Kerr.
The person responsible for arranging
the release of this Announcement on behalf of Trident is Adam
Davidson.
Enquiries:
Bidco / Deterra
|
+61 8 6277
8880
|
Julian Andrews, Managing
Director
|
|
Bronwyn Kerr, General Counsel and
Company Secretary
|
|
|
|
J.P. Morgan (Financial adviser to Bidco
and Deterra)
|
+44 (0) 20 3493 8000
|
Mathew Hocking
|
|
Jamie Riddell
|
|
James Robinson
|
|
Jonty Edwards
|
|
|
|
Gresham (Financial adviser to Bidco
and Deterra)
|
+61 2 9224 0210
|
Neville Spry
|
|
Michael Smith
|
|
Tom Waddell
|
|
|
|
Trident
|
|
Adam Davidson, Chief Executive
Officer
|
+1 (757) 208-5171
|
Richard Hughes, Chief Financial
Officer
|
+44 (0) 7967 589997
|
|
|
BMO
(Rule 3 adviser and financial adviser to Trident)
|
+44 (0)20 7236 1010
|
Gary Mattan
|
|
Tom Rider
|
|
Andrew Cameron
|
|
Nick Macann
|
|
|
|
Grant Thornton (AIM Nominated Adviser)
|
+44 (0)20 7383 5100
|
Colin Aaronson
|
|
Samantha Harrison
|
|
|
|
St
Brides Partners Ltd (Financial PR & IR)
|
+44 20 7236 1177
|
Susie Geliher
|
|
Charlotte Page
|
|
Eversheds Sutherland (International)
LLP is retained as legal adviser to the Wider Deterra
Group.
King & Wood Mallesons is
retained as Australian legal adviser to the Wider Deterra
Group.
Simmons & Simmons LLP is
retained as legal adviser to Trident.
Important Notices Relating to
Financial Advisers
J.P. Morgan Securities Australia Limited, together with its
affiliate, J.P. Morgan Securities plc, which conducts its UK
investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove") and is
authorised in the United Kingdom by the Prudential Regulation
Authority (the "PRA") and
regulated by the PRA and the Financial Conduct Authority,
(together, "J.P. Morgan")
is acting as joint financial adviser exclusively for Bidco and
Deterra and no one else in connection with the matters set out in
this announcement and will not regard any other person as its
client in relation to the matters in this announcement and will not
be responsible to anyone other than Bidco and Deterra for providing
the protections afforded to clients of J.P. Morgan or its
affiliates, nor for providing advice in relation to any matter or
arrangement referred to herein.
Gresham Advisory Partners Limited (ABN 88 093 611 413)
("Gresham") is acting as
joint financial adviser for the Wider Deterra Group only in
Australia, in connection with the matters set out in this
announcement. Gresham is authorised to provide financial services
to wholesale clients in Australia only, under Australian Financial
Services License no. 247113. Neither Gresham nor
any of its subsidiaries, affiliates or branches owes or accepts any
duty, liability or responsibility whatsoever (whether direct,
indirect, consequential, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Gresham
in connection with this Announcement, any statement or other matter
or arrangement referred to herein or otherwise.
BMO Capital Markets Limited ("BMO"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively as Rule 3 adviser and financial adviser for
Trident and for no one else in connection with the matters set out
or referred to in this Announcement and will not be responsible to
anyone other than Trident for providing the protections offered to
clients of BMO nor for providing advice in relation to the matters
set out or referred to in this Announcement. Neither BMO nor any of
its affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of BMO in connection with this Announcement, its
contents and/or any matter or statement set out or referred to
herein or otherwise.
Grant Thornton UK LLP ("Grant
Thornton") is authorised and regulated in the United Kingdom
by the Financial Conduct Authority and is acting as nominated
adviser for Trident and for no one else in connection with the
matters set out or referred to in this Announcement and will not be
responsible to anyone other than Trident for providing the
protections offered to clients of Grant Thornton nor for providing
advice in relation to the matters set out or referred to in this
Announcement. Neither Grant Thornton nor any of its affiliates owes
or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Grant
Thornton in connection with this Announcement, any matter or
statement set out or referred to herein or
otherwise.
Further Information
This Announcement is for information purposes only and is not
intended to and does not constitute, or form any part of, an offer
or invitation to purchase, otherwise acquire, subscribe for,
exchange, sell or otherwise dispose of, any securities or the
solicitation of any vote or approval in any jurisdiction pursuant
to the Offer or otherwise.
The Offer will be subject to English law and to the applicable
requirements of the Code, the Panel, the AIM Rules, the London
Stock Exchange and the FCA.
The Offer will be made solely by the Scheme Document (or, in
the event that the Offer is to be implemented by means of a
Takeover Offer, the Offer Document), which, together with the Forms
of Proxy, will contain the full terms and conditions of the Offer,
including details of how to vote in respect of the Scheme. Any
voting decision or response in relation to the Offer should be made
solely on the basis of the information contained in the Scheme
Document (or, in the event that the Offer is to be implemented by
means of a Takeover Offer, the Offer Document). Trident
Shareholders are advised to read the formal documentation in
relation to the Offer carefully once it has been published. Each
Trident Shareholder is urged to consult their independent
professional adviser regarding the tax consequences of the
Offer.
This Announcement does not constitute a prospectus or a
prospectus equivalent document.
If
you are in any doubt about the contents of this Announcement or the
action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or from an independent
financial adviser duly authorised under the FSMA.
Overseas Shareholders
The release, publication or distribution of this Announcement
in or into certain jurisdictions other than the United Kingdom may
be restricted by the laws of those jurisdictions and therefore any
persons who are not resident in the United Kingdom or who are
subject to the laws of any jurisdiction other than the United
Kingdom (including Restricted Jurisdictions) should inform
themselves about, and observe, any applicable legal or regulatory
requirements. In particular, the ability of persons who are not
resident in the United Kingdom or who are subject to the laws of
another jurisdiction to vote their Trident Shares in respect of the
Scheme at the Court Meeting or the General Meeting, or to execute
and deliver Forms of Proxy appointing another to vote at the Court
Meeting or the General Meeting on their behalf, may be affected by
the laws of the relevant jurisdictions in which they are located or
to which they are subject. Any failure to comply with applicable
legal or regulatory requirements of any jurisdiction may constitute
a violation of securities laws or regulations in that jurisdiction.
To the fullest extent permitted by applicable law or regulations,
the companies and persons involved in the Offer disclaim any
responsibility or liability for the violation of such restrictions
by any person.
This Announcement has been prepared for the purpose of
complying with English law and the Code and the information
disclosed may not be the same as that which would have been
disclosed if this Announcement had been prepared in accordance with
the laws of jurisdictions outside England.
Unless otherwise determined by Bidco or required by the Code,
and permitted by applicable law and regulation, the Offer will not
be made, directly or indirectly, in or into or by use of the mails
or any other means or instrumentality (including, without
limitation, telephonic or electronic) of interstate or foreign
commerce of, or any facility of a national, state or other
securities exchange of, a Restricted Jurisdiction or any other
jurisdiction where to do so would violate the laws in that
jurisdiction, and the Offer will not be capable of acceptance by
any such use, means, instrumentality or facility or from within a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws in that jurisdiction.
Accordingly, copies of this Announcement and any formal
documentation relating to the Offer are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from any Restricted Jurisdiction or any
jurisdiction where to do so would constitute a violation of the
laws of such jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in or into or from any
Restricted Jurisdiction or any jurisdiction where to do so would
constitute a violation of the laws of such jurisdiction. Doing so
may render invalid any related purported vote in respect of
acceptance of the Offer.
Further details in relation to Trident Shareholders in
overseas jurisdictions will be contained in the Scheme
Document.
Notice to U.S. Investors in
Trident
The Offer relates to the shares of a company registered under
the laws of England and Wales and is proposed to be made by way of
a scheme of arrangement provided for under Part 26 of the Companies
Act. This Announcement, the Scheme Document and certain other
documents relating to the Offer have been or will be prepared in
accordance with English law, the Code and UK disclosure
requirements, format and style, all of which differ from those in
the United States. The Offer, implemented by way of a scheme of
arrangement, is not subject to the tender offer rules or the proxy
solicitation rules under the U.S. Exchange Act of 1934, as amended
(the "U.S. Exchange Act").
Accordingly, the Offer is subject to the procedural and disclosure
requirements and practices applicable in the UK to a scheme of
arrangement involving a target company in England with its
securities admitted to trading on the London Stock Exchange, which
differ from the procedural and disclosure requirements of U.S.
tender offer and proxy solicitation rules. If, in the future, Bidco
exercises its right to implement the Offer by way of a Takeover
Offer and determines to extend the Takeover Offer into the United
States, the Takeover Offer will be made in compliance with
applicable U.S. laws and regulations including without limitation
and to the extent applicable, under Section 14(e) of the U.S.
Exchange Act and Regulation 14E thereunder, as well as the U.S.
Securities Act of 1933, as amended. Such a Takeover Offer would be
made in the United States by Bidco and no one
else.
The financial information that is included in this
Announcement or that many be included in the Scheme Document, or
any other documents relating to the Offer, has been or will be
prepared in accordance with International Financial Reporting
Standards or other reporting standards or accounting practice
applicable in the United Kingdom and thus may not be comparable to
financial information of U.S. companies or companies whose
financial statements are prepared in accordance with U.S. generally
accepted accounting principles. None of the financial information
in this Announcement has been audited in accordance with auditing
standards generally accepted in the United States or the auditing
standards of the Public Company Accounting Oversight Board (United
States).
It
may be difficult for U.S. Trident Shareholders to enforce their
rights and any claim arising out of the U.S. federal securities
laws or the laws of any state or other jurisdiction in the United
States in connection with the Offer, because Trident is located in
a non-U.S. country, and some or all of its officers and directors
may be residents of a non-U.S. country. U.S. Trident Shareholders
may not be able to sue a non-U.S. company or its officers or
directors in a non-U.S. court for violations of the U.S. federal
securities laws or the laws of any state or other jurisdictions in
the United States. Further, it may be difficult to compel a
non-U.S. company and its affiliates to subject themselves to a U.S.
court's jurisdiction or judgment.
U.S. Trident Shareholders also should be aware that the Offer
may have tax consequences in the United States and that such
consequences, if any, are not described herein. The receipt of cash
by a U.S. holder of Trident Shares as consideration for the
transfer of its Scheme Shares pursuant to the Scheme may be a
taxable transaction for U.S. federal income tax purposes and under
applicable U.S. state and local, as well as foreign and other, tax
laws.
U.S. Trident Shareholders (including U.S. holders) are urged
to consult with legal, tax and financial advisers in connection
with making a decision regarding the Offer.
Notice to Trident
Shareholders in Australia
To
the extent that this Announcement is received by a Trident
Shareholder in Australia, it is provided in reliance upon ASIC
Corporations (Unsolicited Offers-Foreign Bids) Instrument
2015/1070.
Forward-looking
Statements
This Announcement (including any information incorporated by
reference in this Announcement), oral statements made regarding the
Offer, and other information published by Deterra, Bidco or Trident
contain statements which are, or may be deemed to be,
"forward-looking statements" with respect to Deterra, Bidco,
Trident and the Enlarged Deterra Group. These forward-looking
statements can be identified by the fact that they do not relate
only to historical or current facts. Forward-looking statements
often use words such as "anticipate", "target", "expect",
"estimate", "intend", "plan", "goal", "believe", "aim", "will",
"may", "would", "could" or "should" or other words of similar
meaning or the negative thereof. Forward-looking statements include
statements relating to the following: (i) future capital
expenditures, expenses, revenues, economic performance, synergies,
financial conditions, market growth, dividend policy, losses and
future prospects; (ii) business and management strategies and the
expansion and growth of the operations of the Deterra Group or the
Trident Group; and (iii) the effects of government regulation on
the business of the Deterra Group or the Trident Group. There are
many factors which could cause actual results to differ materially
from those expressed or implied in forward-looking statements.
Among such factors are the satisfaction (or, where permitted,
waiver) of the Conditions as well as additional factors, such as
domestic and global business and economic conditions; the impact of
pandemics, asset prices; market-related risks such as fluctuations
in interest rates and exchange rates, industry trends, competition,
changes in government and regulation, changes in the policies and
actions of governments and/or regulatory authorities (including
changes related to capital and tax), changes in political and
economic stability (including exposures to terrorist activities,
the UK's exit from the European Union, Eurozone instability, the
Russia-Ukraine conflict, disruption in business operations due to
reorganisation activities, interest rate, inflation, deflation and
currency fluctuations), the timing impact and other uncertainties
of future or planned acquisitions or disposals or offers, the
inability of the Enlarged Deterra Group to realise successfully any
anticipated synergy benefits when the Offer is implemented
(including changes to the board and/or employee composition of the
Enlarged Deterra Group), the inability of the Deterra Group to
integrate successfully the Trident Group's operations and
programmes when the Offer is implemented, the Enlarged Deterra
Group incurring and/or experiencing unanticipated costs and/or
delays (including IT system failures, cyber-crime, fraud and
pension scheme liabilities), or difficulties relating to the Offer
when the Offer is implemented. Other unknown or unpredictable
factors could affect future operations and/or cause actual results
to differ materially from those in the forward-looking statements.
Such forward-looking statements should therefore be construed in
the light of such factors.
These forward-looking statements are based on numerous
assumptions regarding the present and future business strategies of
such persons and the environment in which each will operate in the
future. By their nature, these forward-looking statements involve
known and unknown risks and uncertainties (and other factors that
are in many cases beyond the control of Trident, Deterra and/or
Bidco) because they relate to events and depend on circumstances
that will occur in the future. The factors described in the context
of such forward-looking statements in this Announcement may cause
the actual results, performance or achievements of any such person,
or industry results and developments, to be materially different
from any results, performance or achievements expressed or implied
by such forward-looking statements. No assurance can be given that
such expectations will prove to have been correct and persons
reading this Announcement are therefore cautioned not to place
undue reliance on these forward-looking statements which speak only
as at the date of this Announcement. None of the Deterra Group nor
Trident Group, nor any of their respective associates or directors,
officers or advisers, provide any representation, warranty,
assurance or guarantee that the occurrence of the events expressed
or implied in any forward-looking statements in this Announcement
will actually occur. All subsequent oral or written forward-looking
statements attributable to Deterra, Bidco or Trident or any persons
acting on their behalf are expressly qualified in their entirety by
the cautionary statements contained or referred to in this section.
Other than in accordance with their legal or regulatory obligations
(including under the Code, MAR and the AIM Rules), neither of
Deterra, Bidco nor Trident is under or undertakes any obligation,
and each of the foregoing expressly disclaims any intention or
obligation, to update or revise any forward-looking statements,
whether as a result of new information, future events or
otherwise.
No Profit Forecasts, Estimates or
Quantified Financial Benefits Statements
No
statement in this Announcement is intended, or is to be construed,
as a profit forecast or estimate for any period or a quantified
financial benefits statement and no statement in this Announcement
should be interpreted to mean that earnings or earnings per
ordinary share, for Deterra, Bidco or Trident, respectively for the
current or future financial years would necessarily match or exceed
the historical published earnings or earnings per ordinary share
for Deterra, Bidco or Trident, respectively.
Right to Switch to a Takeover
Offer
Bidco reserves the right to elect, with the consent of the
Panel and subject to the terms of the Co-operation Agreement, to
implement the Offer by way of a Takeover Offer for the entire
issued and to be issued share capital of Trident as an alternative
to the Scheme. In such an event, the Takeover Offer will be
implemented on the same terms or, if Bidco so decides, on such
other terms being no less favourable (subject to appropriate
amendments), so far as applicable, as those which would apply to
the Scheme and subject to the amendment referred to in Part C
of Appendix I
to this
Announcement.
Electronic Communication -
Information Relating to Trident Shareholders
Addresses, electronic addresses and certain other information
provided by Trident Shareholders, persons with information rights
and other relevant persons for the receipt of communications from
Trident may be provided to Bidco during the Offer Period as
required under Section 4 of Appendix 4 of the Code to comply with
Rule 2.11(c) of the Code.
Publication on Website
A
copy of this Announcement and the documents required to be
published pursuant to Rule 26.1 and Rule 26.2 of the Code will be
made available (subject to certain restrictions relating to persons
resident in Restricted Jurisdictions), free of charge, at
www.deterraroyalties.com/investors/proposed-acquisition-of-trident
and Trident's
website at
https://tridentroyalties.com/recommended-offer
by no later than
12 noon on the Business Day following the date of this
Announcement.
Neither the contents of these websites nor the content of any
other website accessible from hyperlinks on such websites is
incorporated into, or forms part of, this
Announcement.
Hard Copy Documents
In
accordance with Rule 30.3 of the Code, Trident Shareholders,
persons with information rights and participants in the Trident
Share Scheme may request a hard copy of this Announcement by
contacting Trident's registrar, Neville Registrars, on +44 (0) 121
585 1131 or by sending a request in writing to Neville Registrars
at Neville House, Steelpark Road, Halesowen, B62 8HD. Calls are
charged at the standard geographic rate and will vary by provider.
Calls from outside the United Kingdom will be charged at the
applicable international rate. The helpline is open between 9.00
a.m. to 5.00 p.m. (London time), Monday to Friday excluding for
public holidays in England and Wales. Please note that Neville
Registrars cannot provide any financial, legal or tax advice and
calls may be recorded and monitored for security and training
purposes. For persons who receive a copy of this Announcement in
electronic form or via a website notification, a hard copy of this
Announcement will not be sent unless so requested. Such persons
may, subject to applicable securities laws, also request that all
future documents, announcements and information be sent to them in
relation to the Offer in hard copy form.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede
them.
Market Abuse Regulation
This Announcement contains inside information for the purposes
of Article 7 of MAR. Market soundings (as defined in MAR) were
taken in respect of a potential offer with the result that certain
persons became aware of inside information (as defined in MAR) as
permitted by MAR. This inside information is set out in this
Announcement. Therefore, those persons that received inside
information in a market sounding are no longer in possession of
such inside information relating to Trident and its
securities.
Rule 2.9 Disclosure
In
accordance with Rule 2.9 of the Code, Trident confirms that, as at
the Latest Practicable Date, it had in issue 293,079,382 ordinary
shares of £0.01 each. The International Securities Identification
Number (ISIN) for Trident Shares is GB00BF7J2535.
Disclosure Requirements of the
Code
Under Rule 8.3(a) of the Code, any person who is interested in
1 per cent. or more of any class of relevant securities of an
offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement
of the Offer Period and, if later, following the announcement in
which any securities exchange offeror is first
identified.
An
Opening Position Disclosure must contain details of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) of the Code applies must be made by no
later than 3.30 p.m. (London time) on the 10th business day (as
defined in the Code) following the commencement of the offer period
and, if appropriate, by no later than 3.30 p.m. (London time) on
the 10th business day (as defined in the Code) following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8 of the Code. A Dealing Disclosure by a
person to whom Rule 8.3(b) of the Code applies must be made by no
later than 3.30 p.m. (London time) on the business day (as defined
in the Code) following the date of the relevant
dealing.
If
two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3 of the Code.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of
the Code).
Details of the offeree and offeror companies in respect of
whose relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
Offer Period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
Appendix I
CONDITIONS AND FURTHER TERMS OF THE Offer
Part A
Conditions to the Offer
1. The Offer
will be conditional upon the Scheme becoming unconditional and
Effective, subject to the Code, by no later than 11.59 p.m. on the
Long Stop Date.
Scheme Approval
2. The Scheme
will be conditional upon:
(a)
(i) its approval by
a majority in number representing not less than 75 per cent. in
value of the Scheme Shareholders (or the relevant class or classes
thereof, if applicable) who are on the register of members of
Trident at the Voting Record Time, in each case present, entitled
to vote and voting, either in person or by proxy, at the Court
Meeting and at any separate class meeting which may be required by
the Court or at any adjournment of any such meeting; and
(ii) the Court
Meeting and any separate class meeting which may be required by the
Court or any adjournment of any such meeting being held on or
before the 22nd day after the expected date of the Court Meeting to
be set out in the Scheme Document in due course (or such later
date, if any, as (a) Bidco and Trident may agree; or (b) (in a
competitive situation) specified by Bidco with the consent of the
Panel and, in either case, if required, as the Court may
allow);
(b)
(i) all Resolutions
being duly passed by the requisite majority or majorities at the
General Meeting or at any adjournment of that meeting;
and
(ii) the
General Meeting or any adjournment of that meeting being held on or
before the 22nd day after the expected date of the General Meeting
to be set out in the Scheme Document in due course (or such later
date, if any, as (a) Bidco and Trident may agree; or (b) (in a
competitive situation) specified by Bidco with the consent of the
Panel and, in either case, if required, as the Court may allow);
and
(c)
(i) the sanction of
the Scheme by the Court (with or without modification (but subject
to any such modification being on terms acceptable to Bidco and
Trident)) and the delivery of a copy of the Court Order to the
Registrar of Companies; and
(ii) the Court
Hearing being held on or before the 22nd day after the expected
date of the Court Hearing to be set out in the Scheme Document in
due course (or such later date, if any, as (a) Bidco and Trident
may agree; or (b) (in a competitive situation) specified by Bidco
with the consent of the Panel and, in either case, if required, as
the Court may allow).
Other Conditions
3. The Offer
will also be conditional upon the following Conditions and,
accordingly, the necessary actions to make the Scheme Effective
will not be taken unless the following Conditions (as amended if
appropriate) have been satisfied or, where capable of waiver,
waived:
General Third-party
Clearances
(a) the waiver (or
non-exercise within any applicable time limits) by any Third Party
of any termination right, right of pre-emption, first refusal or
similar right (which is material in the context of the Wider
Trident Group taken as a whole) arising as a result of or in
connection with the Offer including, without limitation, its
implementation and financing or the proposed direct or indirect
acquisition of any shares or other securities in, or control or
management of, Trident by any member of the Deterra
Group;
(b) no Third Party
having given notice in writing of a decision to take, institute,
implement or threaten any action, proceeding, suit, investigation,
enquiry or reference (and, in each case, not having withdrawn the
same), or having enacted, made or proposed any statute, regulation,
decision or order, or having taken any other steps which in each
case would or might reasonably be expected to:
(i) require,
prevent or materially delay the divestiture, or materially alter
the terms envisaged for any proposed divestiture by any member of
the Wider Deterra Group or any member of the Wider Trident Group of
all or any portion of their respective businesses, assets or
property or impose any limitation on the ability of any of them to
conduct their respective businesses (or any of them) or to own any
of their respective assets or properties or any part thereof which
in any such case is material in the context of the Wider Trident
Group or the Wider Deterra Group taken as a whole;
(ii) impose
any material limitation on, or result in a delay in, the ability of
any member of the Wider Deterra Group directly or indirectly to
acquire or to hold or to exercise effectively, directly or
indirectly, all or any rights of ownership in respect of shares or
loans or securities convertible into shares or any other securities
(or the equivalent) in any member of the Wider Trident Group or the
Wider Deterra Group or to exercise management control over any such
member, in each case, to an extent which is material in the context
of the Wider Trident Group or the Wider Deterra Group;
(iii) otherwise
adversely affect the business, assets, profits or prospects of any
member of the Wider Deterra Group or of any member of the Wider
Trident Group to an extent which is material in the context of the
Wider Deterra Group or the Wider Trident Group, in either case
taken as a whole;
(iv) make the Offer
or its implementation or the acquisition or proposed acquisition by
Bidco or any member of the Wider Deterra Group of any shares or
other securities in, or control of Trident void, illegal and/or
unenforceable under the laws of any relevant jurisdiction, or
otherwise, directly or indirectly, materially restrain, restrict,
prohibit, delay or otherwise interfere with the same, or impose
material additional conditions or obligations with respect thereto,
or otherwise challenge or interfere therewith;
(v) require (save as
envisaged by the Offer) any member of the Wider Deterra Group or
the Wider Trident Group to offer to acquire any shares or other
securities (or the equivalent) or interest in any member of the
Wider Trident Group or the Wider Deterra Group owned by any third
party where such acquisition would be material in the context of
the Wider Trident Group taken as a whole or, as the case may be,
the Wider Deterra Group taken as a whole;
(vi) impose any
limitation on the ability of any member of the Wider Trident Group
to integrate or co-ordinate its business, or any part of it, with
the businesses of any member of the Wider Deterra Group which is
adverse to and material in the context of the Wider Trident Group
taken as a whole or in the context of the Offer; or
(vii) result in any member
of the Wider Trident Group ceasing to be able to carry on business
under any name under which it presently does so, and all applicable
waiting and other time periods during which any such Third Party
could institute, implement or threaten any action, proceeding,
suit, investigation, enquiry or reference or any other step under
the laws of any jurisdiction in respect of the Offer or the
acquisition or proposed acquisition of any Trident Shares having
expired, lapsed or been terminated;
(c) all filings or
applications which are necessary or reasonably considered
appropriate by Bidco having been made in connection with the Offer
and all necessary statutory or regulatory obligations in any
jurisdiction having been complied with in connection with the Offer
or the acquisition by any member of the Wider Deterra Group of any
shares or other securities in, or control of, Trident and all
authorisations, orders, recognitions, grants, consents, licences,
determinations, confirmations, clearances, permissions, exemptions
and approvals necessary or reasonably considered appropriate by
Bidco for the proposed acquisition of any shares or other
securities in, or control of, Trident by any member of the Wider
Deterra Group having been obtained in terms and in a form
reasonably satisfactory to Bidco from all appropriate Third Parties
or persons with whom any member of the Wider Trident Group has
entered into contractual arrangements and all such authorisations,
orders, recognitions, grants, consents, licences, determinations,
confirmations, clearances, permissions, exemptions and approvals
together with all authorisations orders, recognitions, grants,
licences, confirmations, clearances, permissions and approvals
necessary or reasonably considered appropriate by Bidco to carry on
the business of any member of the Wider Trident Group, in each case
which is material in the context of the Wider Deterra Group or the
Wider Trident Group as a whole, remaining in full force and effect
and all material filings necessary for such purpose have been made
and there being no notice or intimation of any intention to revoke
or not to renew any of the same at the time at which the Offer
becomes otherwise unconditional;
Certain Matters Arising as a result
of any Arrangement, Agreement etc.
(d) except as
Disclosed, there being no provision of any agreement, arrangement,
licence, permit or other instrument to which any member of the
Wider Trident Group is a party or by or to which any such member or
any of its assets are or may be bound, entitled or subject, which,
in each case as a consequence of the Offer or the proposed
acquisition of any shares or other securities in Trident or because
of a change in the control or management of Trident or otherwise,
would or would reasonably be expected to result in (in each case to
an extent which is materially adverse in the context of the Wider
Trident Group as a whole, or in the context of the
Offer):
(i) any monies
borrowed by or any other indebtedness or liabilities (actual or
contingent) of, or grant available to any such member, being or
becoming repayable or capable of being declared repayable
immediately or earlier than their or its stated maturity date or
repayment date or the ability of any such member to borrow monies
or incur any indebtedness being withdrawn or inhibited or being
capable of becoming or being withdrawn or inhibited;
(ii) any such
agreement, arrangement, licence, permit or instrument or the
rights, liabilities, obligations or interests of any such member
thereunder being terminated or adversely modified or affected or
any onerous obligation or liability arising or any action being
taken or arising thereunder;
(iii) save in the
ordinary course of business, the creation or enforcement of any
mortgage, charge or other security interest over the whole or any
part of the business, property, assets or interest of any such
member;
(iv) the rights,
liabilities, obligations or interests of any such member in, or the
business of any such member with, any person, firm or body (or any
arrangement or arrangements relating to any such interest or
business) being terminated, adversely modified or
affected;
(v) the value of any
such member or its financial or trading position or prospects being
prejudiced or adversely affected;
(vi) any such member
ceasing to be able to carry on business under any name under which
it presently does so;
(vii) the creation of any
liability, actual or contingent, by any such member other than
trade creditors or other liabilities incurred in the ordinary
course of business; or
(viii)
any liability of any such member to make any severance,
termination, bonus or other payment to any of its directors or
other officers,
and, save as Disclosed, no event
having occurred which, under any provision of any agreement,
arrangement, licence, permit or other instrument to which any
member of the Wider Trident Group is a party or by or to which any
such member or any of its assets may be bound, entitled or subject,
would or might reasonably be expected to result in any of the
events or circumstances as are referred to in
sub-paragraphs (i) to (viii) of this Condition (d), in each case which is or would be
material in the context of the Wider Trident Group taken as a
whole;
No Material Transactions, Claims or
Changes in the Conduct of the Business of the Trident
Group
(e) except as
Disclosed, no member of the Wider Trident Group having, since the
Last Accounts Date:
(i) save as
between Trident and wholly owned subsidiaries of Trident or for
Trident Shares issued pursuant to the exercise of options granted
under the Trident Share Scheme, issued, authorised or proposed the
issue of additional shares of any class or transferred or sold any
shares out of treasury;
(ii) save as
between Trident and wholly owned subsidiaries of Trident or for the
grant of options and awards and other rights under the Trident
Share Scheme, issued or agreed to issue, authorised or proposed the
issue of securities convertible into shares of any class or rights,
warrants or options to subscribe for, or acquire, any such shares
or convertible securities;
(iii) other than to
another member of the Trident Group, recommended, declared, paid or
made or proposed to recommend, declare, pay or make any bonus,
dividend or other distribution whether payable in cash or
otherwise;
(iv) save for
intra-Trident Group transactions, authorised, implemented or
announced any merger or demerger with any body corporate or
acquired or disposed of or transferred, mortgaged or charged or
created any security interest over any assets or any right, title
or interest in any asset (including shares and trade investments)
or authorised or proposed or announced any intention to propose any
merger, demerger or disposal, transfer, mortgage, charge or
security interest, in each case, other than in the ordinary course
of business and, in each case, to the extent which is material in
the context of the Wider Trident Group taken as a whole;
(v) save for
intra-Trident Group transactions, made or authorised or proposed or
announced an intention to propose any material change in its loan
capital, in each case, to the extent which is material in the
context of the Wider Trident Group taken as a whole;
(vi) issued,
authorised or proposed the issue of, or made any change in or to,
any debentures or (save for intra-Trident Group transactions), save
in the ordinary course of business, incurred or increased any
indebtedness or become subject to any contingent
liability;
(vii) purchased, redeemed
or repaid or announced any proposal to purchase, redeem or repay
any of its own shares or other securities or reduced or, save in
respect to the matters mentioned in
sub-paragraph (i) above, made any other change to any part of its share capital,
in each case, to the extent which is material in the context of the
Wider Trident Group taken as a whole;
(viii)
save for intra-Trident Group transactions, implemented, or
authorised, proposed or announced its intention to implement, any
reconstruction, amalgamation, scheme, commitment or other
transaction or arrangement otherwise than in the ordinary course of
business and, in each case, to the extent which is material in the
context of the Wider Trident Group taken as whole;
(ix) entered into or
varied any contract, transaction or commitment (whether in respect
of capital expenditure or otherwise) which is of a long-term,
onerous or unusual nature or magnitude or which is or is reasonably
likely to be restrictive on the businesses of any member of the
Wider Trident Group or the Wider Deterra Group or which involves an
obligation of such a nature or magnitude and which, in any such
case, is material in the context of the Wider Trident Group or the
Wider Deterra Group taken as a whole;
(x) been unable or
admitted in writing that it is unable, to pay its debts as they
fall due or having stopped or suspended (or threatened to stop or
suspend) payment of its debts generally or ceased or threatened to
cease carrying on all or a substantial part of its business which,
in any such case, is material in the context of the Wider Trident
Group taken as a whole;
(xi) (other than in
respect of a member of the Wider Trident Group which is dormant and
was solvent at the relevant time) taken any corporate action or had
any legal proceedings started or threatened against it for its
winding-up, dissolution or reorganisation or for the appointment of
a receiver, administrative receiver, administrator, manager,
trustee or similar officer of all or any of its assets or revenues
or any analogous proceedings in any jurisdiction or had any such
person appointed to the extent which is material in the context of
the Wider Trident Group taken as a whole;
(xii) commenced
negotiations with any of its creditors, with a view to rescheduling
or restructuring any of its indebtedness or entered into a
composition, compromise, assignment or arrangement with any of its
creditors whether by way of a voluntary arrangement, scheme of
arrangement, deed of compromise or otherwise, or entered into any
agreement with any of its creditors to refinance, reschedule or
restructure any of its indebtedness;
(xiii)
waived, settled or compromised any claim otherwise than in the
ordinary course of business and which is material in the context of
the Wider Trident Group taken as a whole;
(xiv)
entered into any contract, commitment, arrangement or agreement
otherwise than in the ordinary course of business or passed any
resolution or made any offer (which remains open for acceptance)
with respect to or announced any intention to, or to propose to,
effect any of the transactions, matters or events referred to in
this Condition (e) and which is material in the context of the Wider Trident
Group taken as a whole;
(xv) made any alteration
to its constitutional documents (other than in connection with the
Scheme) which is material and adverse to the interests of Bidco in
the context of the Offer;
(xvi)
except in relation to changes made or agreed as a result of, or
arising from, changes to legislation, made or agreed or consented
to any significant change to:
(A) the terms of the
trust deeds, scheme rules or other documentation constituting the
pension scheme(s) established by any member of the Wider Trident
Group for its directors, employees or their dependents;
(B) the
contributions payable to any such scheme(s) or to the benefits
which accrue or to the pensions which are payable
thereunder;
(C) the basis on
which qualification for, or accrual or entitlement to, such
benefits or pensions are calculated or determined; or
(D) the basis upon
which the liabilities (including pensions) of such pension schemes
are funded, valued or made,
in each case, to the extent which is
material in the context of the Wider Trident Group taken as a
whole;
(xvii)
proposed, agreed to provide or modified the terms of any share
option scheme, incentive scheme or other benefit relating to the
employment or termination of employment of any person employed by
the Wider Trident Group or entered into or changed the terms of any
contract with any director or senior executive and in each case
which is material in the context of the Wider Trident Group taken
as a whole; or
(xviii) having
taken (or agreed or proposed to take) any action which requires, or
would require, the consent of the Panel or the approval of Trident
Shareholders in a general meeting in accordance with, or as
contemplated by, Rule 21.1 of the Code;
No Adverse Change, Litigation or
Regulatory Enquiry
(f) except as
Disclosed, since the Last Accounts Date:
(i) no adverse
change or deterioration having occurred in the business, assets,
financial or trading position or profits or prospects of any member
of the Wider Trident Group which is material in the context of the
Wider Trident Group taken as a whole;
(ii) no
litigation, arbitration proceedings, prosecution or other legal or
regulatory proceedings to which any member of the Wider Trident
Group is or may become a party (whether as a plaintiff, defendant
or otherwise) and no investigation by any Third Party or other
investigative body against or in respect of any member of the Wider
Trident Group having been instituted, announced, implemented or
threatened by or against or remaining outstanding in respect of any
member of the Wider Trident Group, in each case which is material
in the context of the Wider Trident Group taken as a
whole;
(iii) no contingent
or other liability of any member of the Wider Trident Group having
arisen or become apparent to Bidco or increased which might
reasonably be expected to have a material adverse affect on the
Wider Trident Group taken as a whole;
(iv) no steps having
been taken which are likely to result in the withdrawal,
cancellation, termination or modification of any licence or permit
held by any member of the Wider Trident Group which is necessary
for the proper carrying on of its business and which would have a
material adverse effect in the context of the Wider Trident Group
taken as a whole; and
(v) no member of the
Wider Trident Group having conducted its business in breach of any
applicable laws and regulations and which is material in the
context of the Wider Trident Group taken as a whole;
No Discovery of Certain
Matters
(g) except as
Disclosed, Bidco not having discovered:
(i) that any
financial, business or other information concerning the Wider
Trident Group as contained in the information publicly disclosed at
any time by or on behalf of any member of the Wider Trident Group
is materially misleading, contains a material misrepresentation of
fact or omits to state a fact necessary to make that information
not misleading and which was not subsequently corrected before the
date of this Announcement by disclosure publicly or otherwise to
Bidco or its professional advisers;
(ii) that any
member of the Wider Trident Group or partnership, company or other
entity in which any member of the Wider Trident Group has a
significant economic interest and which is not a subsidiary
undertaking of Trident, is, otherwise than in the ordinary course
of business, subject to any liability (actual or contingent) which
is not disclosed in the annual report and accounts of Trident for
the financial year ended 31 December 2023; or
(iii) any
information which affects the import of any information disclosed
at any time by or on behalf of any member of the Wider Trident
Group and which is material and adverse in the context of the
Trident Group taken as a whole,
in each case, to the extent which is
material in the context of the Wider Trident Group taken as a
whole;
(h) except as
Disclosed, Bidco not having discovered that:
(i) any past
or present member of the Wider Trident Group has failed to comply
in any material respect with any or all applicable legislation or
regulations, of any jurisdiction with regard to the use, treatment,
handling, storage, carriage, disposal, spillage, release,
discharge, leak or emission of any waste or hazardous substance or
any substance likely to impair materially the environment
(including property) or harm human health or animal health or
otherwise relating to environmental matters or the health and
safety of humans, or that there has otherwise been any such use,
treatment, handling, storage, carriage, disposal, spillage,
release, discharge, leak or emission (whether or not the same
constituted a non-compliance by any person with any such
legislation or regulations, and wherever the same may have taken
place) any of which use, treatment, handling, storage, carriage,
disposal, spillage, release, discharge, leak or emission in each
case which would be likely to give rise to any material liability
(actual or contingent) or material cost on the Wider Trident Group
taken as a whole;
(ii) there is,
or is likely to be, for that or any other reason whatsoever, any
material liability (actual or contingent) of any past or present
member of the Wider Trident Group to make good, remediate, repair,
reinstate or clean up any property or any controlled waters now or
previously owned, occupied, operated or made use of or controlled
by any such past or present member of the Wider Trident Group (or
on its behalf) or by any person for which a member of the Wider
Trident Group is or has been responsible, or in which any such
member may have or previously have had or be deemed to have had any
interest, under any environmental legislation, regulation, notice,
circular or order of any government, governmental,
quasi-governmental, state or local government, supranational,
statutory or other regulatory body, agency, court, association or
any other person or body in any jurisdiction in each case which
would be likely to give rise to any material liability (actual or
contingent) or material cost on the Wider Trident Group taken as a
whole; or
(iii) circumstances
exist (whether as a result of the making of the Offer or otherwise)
which would be reasonably likely to lead to any Third Party
instituting, or whereby any member of the Wider Deterra Group, or
any present or past member of the Wider Trident Group, would be
likely to be required to institute, an environmental audit or take
any other steps which would in any such case be reasonably likely
to result in any liability (whether actual or contingent) to
improve, modify existing or install new plant, machinery or
equipment or carry out changes in the processes currently carried
out or make good, remediate, repair, re-instate or clean up any
land or other asset currently or previously owned, occupied or made
use of by any past or present member of the Wider Trident Group (or
on its behalf) or by any person for which a member of the Wider
Trident Group is or has been responsible, or in which any such
member may have or previously have had or be deemed to have had an
interest which is material in the context of the Trident Group
taken as a whole; or
Anti-corruption, Economic Sanctions,
Criminal Property and Money Laundering
(i) save as
Disclosed, Bidco not having discovered that:
(i) (a) any
past or present member, director, officer or employee of the Wider
Trident Group is or has at any time engaged in any activity,
practice or conduct which would constitute an offence under the
Bribery Act 2010, the U.S. Foreign Corrupt Practices Act of 1977 or
any other applicable anti-corruption or anti-bribery law, rule or
regulation concerning improper payments or kickbacks, or (b) any
person that performs or has performed services for or on behalf of
the Wider Trident Group is or has at any time engaged in any
activity, practice or conduct in connection with the performance of
such services which would constitute an offence under the Bribery
Act 2010, the U.S. Foreign Corrupt Practices Act of 1977 or any
other applicable anti-corruption law, rule or regulation concerning
improper payments or kickbacks; or
(ii) any asset
of any member of the Wider Trident Group constitutes criminal
property as defined by section 340(3) of the Proceeds of Crime Act
2002 (but disregarding paragraph (b) of that definition) or
proceeds of crime under any other applicable law, rule or
regulation concerning money laundering or proceeds of crime or any
member of the Wider Trident Group is found to have engaged in
activities constituting money laundering under any applicable law,
rule or regulation concerning money laundering; or
(iii) any past or
present member, director, officer or employee of the Wider Trident
Group, or any other person for whom any such person may be liable
or responsible, is or has engaged in any conduct which would
violate applicable economic sanctions or dealt with, made any
investments in, made any funds or assets available to or received
any funds or assets from: (a) any government, entity or individual
in respect of which U.S., UK or European Union persons, or persons
operating in those territories, are prohibited from engaging in
activities or doing business, or from receiving or making available
funds or economic resources, by U.S., UK or European Union laws or
regulations, including the economic sanctions administered by the
U.S. Office of Foreign Assets Control, or HM Treasury in the UK; or
(b) any government, entity or individual targeted by any of the
economic sanctions of the United Nations, the U.S., the UK, the
European Union or any of its member states; or
(iv) any past or
present member, director, officer or employee of the Wider Trident
Group, or any other person for whom any such person may be liable
or responsible (a) has engaged in conduct which would violate any
relevant anti-terrorism laws, rules, or regulations, (b) has
engaged in conduct which would violate any relevant anti-boycott
law, rule or regulation or any applicable export controls,
including but not limited to the Export Administration Regulations
administered and enforced by the U.S. Department of Commerce or the
International Traffic in Arms Regulations administered and enforced
by the U.S. Department of State, (c) has engaged in conduct which
would violate any relevant laws, rules, or regulations concerning
human rights, including but not limited to any law, rule or
regulation concerning false imprisonment, torture or other cruel
and unusual punishment, or child labour, or (d) is debarred or
otherwise rendered ineligible to bid for or to perform contracts
for or with any government, governmental instrumentality or
international organisation or found to have violated any applicable
law, rule or regulation concerning government contracting or public
procurement; or
(v) any member of
the Trident Group is or has been engaged in any transaction which
would cause Bidco to be in breach of any law or regulation upon its
acquisition of Trident, including but not limited to the economic
sanctions of the U.S. Office of Foreign Assets Control, or HM
Treasury & Customs in the UK, or any government, entity or
individual targeted by any of the economic sanctions of the United
Nations, the U.S., the UK, the European Union or any of its member
states,
in each case, to the extent which is
material in the context of the Wider Trident Group taken as a
whole.
Part B
Waiver and Invocation of the Conditions
1. Subject to
the requirements of the Panel in accordance with the Code, Bidco
reserves the right in its sole discretion to waive, in whole or in
part, all or any of the Conditions in Part A above, except for
Conditions 2(a)(i), 2(b)(i) and 2(c)(i),
which cannot be waived. The deadlines in any of Conditions
2(a)(ii),
2(b)(ii) and
2(c)(ii) may be extended
to such later date as may be agreed (a) in writing by Bidco and
Trident or (b) (in a competitive situation) specified by Bidco with
the consent of the Panel, and in either case with the approval of
the Court, if such approval is required. If any of
Conditions 2(a)(i), 2(b)(i) and 2(c)(i) is
not satisfied by the relevant deadline specified in the relevant
Condition, Bidco shall make an announcement by 8.00 a.m. (London
time) on the Business Day following such deadline confirming
whether it has invoked the relevant Condition, waived the relevant
deadline or agreed with Trident to extend the relevant
deadline.
2. The Offer
will be subject to the satisfaction (or waiver, if permitted) of
the Conditions in Part A above, and to certain further terms
set out in Part D below, and to the full terms and conditions
which will be set out in the Scheme Document.
3.
Conditions 2(a)(i), 2(b)(i) and 3(a) to (i) (inclusive) must be fulfilled,
determined by Bidco to be or to remain satisfied or (if capable of
waiver) waived, by no later than 11.59 p.m. on the date immediately
preceding the date of the Court Hearing, failing which the Offer
will lapse. Bidco shall be under no obligation to waive or treat as
satisfied any of Conditions 3(a) to (i) (inclusive) by a date earlier than the latest date specified
above for the fulfilment or waiver thereof, notwithstanding that
the other Conditions to the Offer may at such earlier date have
been waived or fulfilled and that there are at such earlier date no
circumstances indicating that any of such Conditions may not be
capable of fulfilment.
4. Under Rule
13.5(a) of the Code, Bidco may not invoke a Condition so as to
cause the Offer not to proceed, to lapse or be withdrawn without
the consent of the Panel. The Panel will normally only give its
consent if the circumstances which give rise to the right to invoke
the Condition are of material significance to Bidco in the context
of the Offer. The Conditions in paragraphs 1 and 2
of Part A (and, if applicable, any acceptance
condition adopted on the basis specified in
paragraph 2 of
Part C below in relation to any Takeover Offer) are not
subject to this provision of the Code. Each other Condition will be
subject to Rule 13.5(a) of the Code and may be waived by Bidco.
Bidco may only invoke a Condition that is subject to Rule 13.5(a)
with the consent of the Panel.
Part C
Implementation by way of a Takeover Offer
1. Bidco
reserves the right to elect to implement the Offer by way of a
Takeover Offer as an alternative to the Scheme with the consent of
the Panel and subject to the terms of the Co-operation
Agreement.
2. In such
event, such Takeover Offer will be implemented on the same terms
and conditions or, if Bidco so decides, on such other terms and
conditions being no less favourable, so far as applicable, as those
which would apply to the Scheme subject to appropriate amendments
to reflect the change in method of effecting the Takeover Offer,
including (without limitation) the inclusion of an acceptance
condition set at 90 per cent. of the Trident Shares to which the
Takeover Offer relates or such lesser percentage as Bidco, with the
consent of the Panel, decides, being in any case more than 50 per
cent. of the Trident Shares to which the Takeover Offer
relates.
Part D
Certain Further Terms of the Offer
1. The
availability of the Offer to persons not resident in the UK may be
affected by the laws and regulations of the relevant jurisdictions.
Persons who are not resident in the UK should inform themselves
about, and observe, any applicable requirements. Trident
Shareholders who are in any doubt about such matters should consult
an appropriate independent professional adviser in the relevant
jurisdiction without delay and observe any applicable
requirements.
2. This
Announcement and any rights or liabilities arising hereunder, the
Offer, the Scheme and the Forms of Proxy will be governed by
English law and be subject to the jurisdiction of the English
courts and to the Conditions set out in the Scheme Document. The
Offer will be subject to the applicable rules and regulations of
the Code, the Panel, the AIM Rules, the London Stock Exchange and
the FCA.
3. Each of the
Conditions shall be regarded as a separate Condition and shall not
be limited by reference to any other Condition.
4. The Trident
Shares will be acquired by Bidco fully paid and free from all
liens, equitable interests, charges, encumbrances, rights of
pre-emption and any other third-party rights or interests
whatsoever and together with all rights existing at the date of
this Announcement or thereafter attaching thereto, including
(without limitation) the right to receive and retain, in full, all
dividends and other distributions (if any) declared, made or paid
or any other return of capital (whether by way of reduction of
share capital or share premium account or otherwise) made on or
after the Effective Date in respect of the Trident
Shares.
5. If any
dividend, distribution or other return or value is announced,
authorised, declared, made or paid in respect of Trident Shares on
or after the date of this Announcement and prior to the Effective
Date, Bidco reserves the right to reduce the consideration payable
for each Trident Share under the terms of the Offer by the amount
per Trident Share of such dividend, distribution or other return of
value. In such circumstances, Trident Shareholders shall be
entitled to retain any such dividend, distribution or other return
of value announced, declared, made or paid.
6. If Bidco is
required by the Panel to make an offer for Trident pursuant to Rule
9 of the Code, Bidco may make such alterations to any of the above
Conditions and terms of the Offer as are necessary to comply with
the provisions of the Code.
Appendix II
SOURCES OF INFORMATION AND BASES OF CALCULATION
In this Announcement, unless
otherwise stated or the context otherwise requires, the following
bases and sources have been used:
· The
value attributed to Trident's issued and to be issued share capital
has been calculated solely on the basis of the 293,079,382 Trident
Shares in issue on the Latest Practicable Date and does not
include:
o the
Trident Shares which are subject to options granted under the
Trident Share Scheme, as these are excluded on the basis that, as
noted in paragraph 11, in accordance with the terms of the
Co-operation Agreement, the exercise of any such options on or
following the date of this Announcement will be settled in cash by
Trident and no additional Trident Shares will be issued in
consequence of such exercise; or
o the
Warrants, as these are excluded on the basis that the Warrants have
an exercise price which is greater than the Cash Consideration per
Trident Share.
· The
premium calculations to the price per Trident Share used in this
Announcement have been calculated by reference to:
o the
Closing Price of 40.0 pence per Trident Share on the Latest
Practicable Date;
o the
Closing Price of 34.5 pence per Trident Share on 23 April
2024;
o the
volume weighted average price of the per share trading prices of
Trident Shares on the London Stock Exchange derived from Bloomberg
during the 1-month period ended on the Latest Practicable Date of
40.4 pence per Trident Share;
o the
volume weighted average price of the per share trading prices of
Trident Shares on the London Stock Exchange derived from Bloomberg
during the 3-month period ended on the Latest Practicable Date of
37.1 pence per Trident Share; and
o the
volume weighted average price of the per share trading prices of
Trident Shares on the London Stock Exchange derived from Bloomberg
during the 6-month period ended on the Latest Practicable Date of
36.4 pence per Trident Share.
· Certain figures included in this Announcement have been
subject to rounding adjustments.
The financial information concerning
Trident has been extracted from the Annual Report and Accounts of
Trident for the year ended 31 December 2023, which were released on
10 May 2024.
Appendix III
IRREVOCABLE UNDERTAKINGS AND LETTER OF INTENT
Bidco has received irrevocable
undertakings and a letter of intent
to vote (or procure the voting) in favour of the
Scheme at the Court Meeting and the Resolutions at the General
Meeting in respect of 84.101,035 Trident Shares (representing, in
aggregate, approximately 28.7 per cent. of the Trident Shares in
issue on the Latest Practicable Date), comprising the
following:
Trident Directors irrevocable
undertakings
The following Trident Directors have
given irrevocable undertakings in respect of their interests in
Trident Shares (or those Trident Shares over which they have
control) to vote (or procure a vote) in favour of the Scheme at the
Court Meeting and the Resolutions at the General Meeting in respect
of their own (and certain of their connected persons') beneficial
holdings (held in a personal capacity or through a
nominee):
Name of Trident Director
|
Number of Trident
Shares
|
% of Trident issued share
capital
|
Adam Davidson
|
551,500
|
0.19%
|
Richard Hughes
|
1,000,000
|
0.34%
|
Peter Bacchus
|
61,140
|
0.02%
|
Helen Pein
|
139,593
|
0.05%
|
David Reading
|
192,390
|
0.07%
|
Leslie Stephenson
|
4,000
|
0.001%
|
TOTAL
|
1,948,623
|
0.66%
|
These irrevocable undertakings given
by the Trident Directors will continue to be binding in the event
that a higher competing offer is made for Trident.
The irrevocable undertakings given
by the Trident Directors will lapse and cease to be binding on and
from the earlier of the following occurrences:
· the
Scheme Document is not published within 28 days of this
Announcement or, if Bidco elects to exercise its rights to
implement the Offer by way of a Takeover Offer, the Offer Document
is not published within 28 days of the announcement of the change
in structure; or
· the
Offer has not become Effective by 11.59 p.m. on the Long Stop Date;
or
· the
date on which the Offer (whether implemented by way of a Scheme or
a Takeover Offer) is withdrawn or lapses in accordance with its
terms provided that the reason is not because:
o a
new, revised or replacement Scheme or Takeover Offer is announced
by Bidco in accordance with Rule 2.7 of the Code at the same time;
or
o the
Offer is withdrawn or lapses as a result of Bidco exercising its
right, in accordance with the Code, to implement the Offer by way
of a Takeover Offer rather than by way of a Scheme or vice versa;
or
· Bidco
announces that it does not intend to proceed with the Offer and no
new, revised or replacement Scheme or Takeover Offer is announced
by Bidco in accordance with Rule 2.7 of the Code at the same time;
or
· any
competing offer for the Trident Shares by a third party other than
Bidco becomes wholly unconditional or effective.
Trident Shareholder irrevocable
undertakings
In addition to the irrevocable
undertakings given by the Trident Directors, each of Regal Funds
Management Pty Limited, LIM Asia Special Situations Master Fund
Limited; Ponderosa Investments (WA) Pty Ltd and Ashanti have given
irrevocable undertaking in respect of its interests in Trident
Shares to vote (or procure a vote) in favour of the Scheme at the
Court Meeting and the Resolutions at the General
Meeting:
Name
|
Number of Trident
Shares
|
% of Trident issued share
capital
|
Regal Funds Management Pty
Limited
|
31,301,170
|
10.68%
|
LIM Asia
Special Situations Master Fund Limited
|
24,621,057
|
8.40%
|
Ponderosa Investments (WA) Pty
Ltd
|
10,854,186
|
3.70%
|
Ashanti
Ashanti Capital Pty Ltd
Ashanti Investment Fund Pty
Ltd
Mr R Hamilton
|
755,395
1,875,000
1,038,589
|
0.26%
0.64%
0.35%
|
TOTAL
|
70,445,397
|
24.04%
|
The irrevocable undertakings given
by each of Regal Funds Management Pty Limited, LIM Asia Special
Situations Master Fund Limited; Ponderosa Investments (WA) Pty Ltd
and Ashanti will lapse and cease to be binding on and from the
earlier of the following occurrences:
· if any
third party (in accordance with Rule 2.7 of the Code) announces a
competing offer where the value of the consideration per Trident
Share under that offer exceeds the value of the consideration per
Trident Share under the Offer by at least 10 per cent. and Bidco
has not within 10 days of this announcement, announced an increase
to the consideration to be paid for the Trident Shares pursuant to
the Offer which is at least equivalent to the amount per Trident
Share offered by the third party;
· the
Scheme lapses or is withdrawn in accordance with its terms (other
than in circumstances where Bidco has exercised its right to
implement the Offer by way of a Takeover Offer rather than a Scheme
or Bidco issues an announcement under Rule 2.7 of the Code within
10 Business Days of the laps or withdrawal that it will implement
the Offer by a new, revised or replacement Scheme or Takeover
Offer);
· Bidco
announces that it does not intend to proceed with the Offer and no
new revised or replacement Scheme or Takeover Offer is announced by
Bidco in accordance with Rule 2.7 of the Code; or
· any
competing offer or scheme of arrangement for Trident is declared
unconditional in all respects or otherwise becomes
effective.
Letter of Intent
In addition to the irrevocable
undertakings from the Trident Directors and the irrevocable
undertakings from other Trident Shareholders, Amati Global
Investors Limited has given to Bidco a non-binding letter of intent
to vote (or procure the voting) in favour of the resolutions
proposed to effect the Offer at any meetings of Trident
Shareholders to be convened in relation to the proposed Scheme in
respect of:
Name
|
Number of Trident
Shares
|
% of Trident issued share
capital
|
Amati Global Investors
Limited
|
11,707,015
|
3.99%
|
Appendix IV
DEFINITIONS
The following definitions apply
throughout this Announcement, unless the context otherwise
requires:
ACN
|
Australian Company Number
|
AIM
|
the AIM Market operated by the
London Stock Exchange
|
AIM
Rules
|
the AIM Rules for Companies
published by the London Stock Exchange, as amended from time to
time
|
Announcement
|
this announcement of the Offer made
pursuant to Rule 2.7 of the Code
|
Ashanti
|
together Ashanti Capital Pty Ltd,
Ashanti Investment Fund Pty Ltd and Mr R Hamilton
|
Bidco
|
Deterra Global Holdings Pty Ltd ACN
663 260 357, a company incorporated under the laws
of Australia
|
BMO
|
BMO Capital Markets
Limited
|
Bridge Facility Agreement
|
the bridge
facility agreement dated 13 June 2024 entered into between Bidco
(as borrower), Deterra and J.P. Morgan Chase Bank, N.A., Sydney
branch
|
Business Day
|
a day (other than a Saturday,
Sunday, public holiday or bank holiday) on which banks are
generally open for business in London, United Kingdom
|
Cash Consideration
|
49 pence in cash for each Trident
Share
|
Closing Price
|
the closing middle market quotation
of a Trident Share derived from the AIM Appendix to the Daily
Official List of the London Stock Exchange on that day
|
Code
|
the City Code on Takeovers and
Mergers
|
Companies Act
|
the Companies Act 2006, as
amended
|
Conditions
|
the conditions to the Offer which
are set out in Part A of Appendix I to this Announcement and to be set
out in the Scheme Document
|
Confidentiality Agreement
|
the confidentiality agreement
between Deterra and Trident dated 18 May 2024, as described in
Section 11 of this Announcement
|
Co-operation Agreement
|
the co-operation agreement entered
into by Bidco, Deterra and Trident on or around the date of this
Announcement
|
Court
|
the High Court of Justice in England
and Wales
|
Court Hearing
|
the hearing of the Court at which
Trident will seek the Court Order and, if such hearing is
adjourned, references to the commencement of any such hearing shall
mean the commencement of the final adjournment thereof
|
Court Meeting
|
the meeting or meetings of Scheme
Shareholders to be convened by the Court pursuant to Part 26 of the
Companies Act for the purpose of considering and, if thought fit,
approving the Scheme (with or without amendment approved or imposed
by the Court and agreed to by Bidco and Trident) including any
adjournment, postponement or reconvening of any such meeting,
notice of which shall be contained in the Scheme
Document
|
Court Order
|
the order of the Court sanctioning
the Scheme under section 899 of the Companies Act
|
CREST
|
the relevant system (as defined in
the Uncertificated Securities Regulations 2001 (SI 2001/3755) (and
with respect to the United Kingdom, as it forms part of domestic
law in the United Kingdom by virtue of the European Union
(Withdrawal) Act 2018)), in respect of which Euroclear UK &
International Limited is the Operator (as defined in the
Regulations)
|
Daily Official List
|
the Daily Official List of the
London Stock Exchange
|
Dealing Disclosure
|
has the same meaning as in Rule 8 of
the Code
|
Deterra
|
means Deterra Royalties Limited ACN
641 743 348, a public company listed on the Australian Securities
Exchange incorporated under the laws of Australia
|
Deterra Group
|
Deterra and its subsidiary
undertakings
|
Disclosed
|
the information which has been: (i)
fairly disclosed prior to the Latest Practicable Date by or on
behalf of Trident to the Deterra Group (or their respective
officers, employees, agents or advisers in their capacity as such)
in the: (a) electronic data room established by Trident for the
purpose of the Offer; and (b) in written replies provided as part
of the due diligence process; (ii) disclosed in Trident's published
annual report and accounts for the financial year ended 31 December
2023; (iii) disclosed in a public announcement by Trident prior to
the date of this Announcement by way of any Regulatory Information
Service; or (iv) disclosed in this Announcement
|
Effective
|
means: (i) if the Offer is
implemented by way of the Scheme, the Scheme having become
effective in accordance with its terms, upon the delivery of the
Court Order to the Registrar of Companies; or (ii) if the Offer is
implemented by way of a Takeover Offer, the Takeover Offer having
been declared or become unconditional in all respects in accordance
with the requirements of the Code
|
Effective Date
|
the date on which the Offer becomes
Effective
|
Enlarged Deterra Group
|
the enlarged group following the
Offer, comprising the Deterra Group and the Trident
Group
|
Excluded Shares
|
(i) any Trident Shares legally or
beneficially held by Bidco or any member of the Wider Deterra
Group; or (ii) any Trident Shares which are for the time being held
by Trident as treasury shares (within the meaning of the Companies
Act)
|
FCA
|
the UK Financial Conduct Authority
or its successor from time to time
|
Forms of Proxy
|
the forms of proxy in connection
with each of the Court Meeting and the General Meeting, which shall
accompany the Scheme Document
|
FSMA
|
the Financial Services and Markets
Act 2000, as amended
|
General Meeting
|
the general meeting of Trident
Shareholders (including any adjournment, postponement or
reconvening thereof) to be convened for the purpose of considering
and, if thought fit, approving the Resolutions (with or without
amendment), notice of which shall be contained in the Scheme
Document
|
Grant Thornton
|
Grant Thornton UK LLP
|
Gresham
|
Gresham Advisory Partners
Limited
|
Last Accounts Date
|
31 December 2023
|
Latest Practicable Date
|
12 June 2024, the Business Day prior
to the date of this Announcement
|
London Stock Exchange
|
London Stock Exchange plc, a public
limited company incorporated in England and Wales with company
number 02075721
|
Long Stop Date
|
30 September 2024 or such later date
as (a) Bidco and Trident may agree or (b) (in a competitive
situation) specified by Bidco with the consent of the Panel, and in
either case as the Court may approve (if such approval(s) are
required)
|
MAR
|
Regulation (EU) No 596/2014 of the
European Parliament and the Council of 16 April 2014 (and with
respect to the United Kingdom, as it forms part of domestic law in
the United Kingdom by virtue of the European Union (Withdrawal) Act
2018)
|
Neville Registrars
|
a trading name of Neville Registrars
Limited, a private limited company incorporated in England and
Wales with company number 4770411
|
Offer
|
the proposed recommended all-cash
acquisition by Bidco of the entire issued and to be issued share
capital of Trident, to be implemented by way of the Scheme as
described in this Announcement (or should Bidco so elect and
subject to the Panel's consent and the terms of the Co-operation
Agreement, by means of a Takeover Offer)
|
Offer Document
|
should the Offer be implemented by
means of the Takeover Offer, the document to be sent to Trident
Shareholders which will contain, among other things, the terms and
conditions of the Takeover Offer
|
Offer Period
|
the offer period (as defined by the
Code) relating to Trident, which commenced on the date of this
Announcement and ending on the earlier of the date on which the
Offer becomes Effective and/or the date on which the Offer lapses
or is withdrawn (or such other date as the Panel may
decide)
|
Opening Position Disclosure
|
has the same meaning as in Rule 8 of
the Code
|
Panel
|
the UK Panel on Takeovers and
Mergers
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Registrar of Companies
|
the Registrar of Companies in
England and Wales
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Regulatory Information Service
|
a service approved by the London
Stock Exchange for the distribution to the public of announcements
and included within the list maintained on the London Stock
Exchange's website
|
Resolutions
|
the resolution(s) relating to the
Offer to be proposed at the General Meeting to implement the Scheme
including, among other things, to approve the Scheme, to make
certain amendments to Trident's articles of association in
connection with the Scheme, and such other matters as may be
necessary to implement the Scheme
|
Restricted Jurisdiction
|
any jurisdiction where local laws or
regulations may result in a significant risk of civil, regulatory
or criminal exposure if information concerning the Offer is sent or
made available to Trident Shareholders in that
jurisdiction
|
Scheme
|
the proposed scheme of arrangement
under Part 26 of the Companies Act between Trident and the Scheme
Shareholders to implement the Offer to be set out in the Scheme
Document, with or subject to any modification, addition or
condition approved or imposed by the Court and agreed to by Bidco
and Trident
|
Scheme Document
|
the document to be published and
sent to Trident Shareholders and persons with information rights
containing, among other things, the full terms and conditions of
the Scheme and the notices convening the Court Meeting and the
General Meeting
|
Scheme Record Time
|
the time and date to be specified as
such in the Scheme Document, expected to be 6.00 p.m. on the
Business Day immediately preceding the Effective Date, or such
other time as Bidco and Trident may agree
|
Scheme Shareholders
|
holders of Scheme Shares
|
Scheme Shares
|
the Trident Shares:
i. in issue at the
date of the Scheme Document;
ii. (if any)
issued after the date of the Scheme Document and prior to the
Voting Record Time; and
iii. (if any) issued at
or after the Voting Record Time but at or before the Scheme Record
Time in respect of which the original or any subsequent holder
thereof is bound by the Scheme or shall by such time have agreed in
writing to be bound by the Scheme,
in each case other than Excluded
Shares
|
significant interest
|
a direct or indirect interest in 20
per cent. or more of the total voting rights conferred by the
equity share capital (as defined in section 548 of the Companies
Act)
|
Takeover Offer
|
if the Offer is implemented by way
of a takeover offer (as that term is defined in section 974 of the
Companies Act), the offer to be made by or on behalf of Bidco, or
an associated undertaking thereof, to acquire the entire issued and
to be issued ordinary share capital of Trident including, where the
context admits, any subsequent revision, variation, extension or
renewal of such offer
|
Third Party
|
any relevant government or
governmental, quasi-governmental, supranational, statutory,
regulatory, environmental or investigative body, authority, court,
trade agency, association, institution, any entity owned or
controlled by any relevant government or state, or any other body
or person whatsoever in any jurisdiction, but excluding any
antitrust or merger control authority
|
Trident
|
Trident Royalties Plc, a public limited company incorporated in England and Wales
with company number 11328666
|
Trident Board
|
the board of directors of Trident
from time to time
|
Trident Directors
|
the directors of Trident as at the
date of this Announcement or, where the context so requires, the
directors of Trident from time to time
|
Trident Group
|
Trident and its subsidiary
undertakings and associated undertakings
|
Trident Shareholders
|
the holders of Trident
Shares
|
Trident Shares
|
the ordinary shares of £0.01 each in
the capital of Trident
|
Trident Share
Scheme
|
the Trident Equity Incentive Plan,
adopted by the Trident Board on 27 May 2020, as amended by the
Trident Board on 16 November 2023
|
UK or United Kingdom
|
the United Kingdom of Great Britain
and Northern Ireland
|
U.S. or United States
|
the United States of America, its
territories and possessions (including Puerto Rico, the U.S. Virgin
Islands, Guam, American Samoa, Wake Island and the Northern Mariana
Islands), any state of the United States of America and the
District of Columbia
|
U.S. Exchange Act
|
the U.S. Securities Exchange Act of
1934, as amended
|
Voting Record Time
|
the date and time specified in the
Scheme Document by reference to which entitlements to vote on the
Scheme will be determined, expected to be 6.00 p.m. on the day
which is two days before the date of the Court Meeting, or, if the
Court Meeting is adjourned, 6.00 p.m. on the second day before the
date of such adjourned meeting
|
Warrant Holder
|
the registered holder(s) of the
Warrants from time to time
|
Warrant Instrument
|
the warrant instrument entered into
by Trident on 11 January 2022 (as amended on 16 February 2023)
pursuant to which Trident created and issued the
Warrants
|
Warrants
|
has the meaning given in Section 10
of this Announcement
|
Wider Deterra Group
|
Deterra and its subsidiary
undertakings, associated undertakings and any other undertaking in
which Deterra and/or such undertakings (aggregating their
interests) have a significant interest (in each case, from time to
time) but excluding any member of the Wider Trident
Group
|
Wider Trident Group
|
Trident and its subsidiary
undertakings, associated undertakings and any other undertaking in
which Trident and/or such undertakings (aggregating their
interests) have a significant interest (in each case, from time to
time) but excluding any member of the Wider Deterra
Group
|
All references to GBP, pence,
Sterling, Pounds, Pounds Sterling, p or £ are to the lawful
currency of the United Kingdom.
All references to A$ or $ are to
Australian dollars, the lawful currency of the Commonwealth of
Australia.
All references to statutory
provision or law or to any order or regulation shall be construed
as a reference to that provision, law, order or regulation as
extended, modified, amended, replaced or re-enacted from time to
time and all statutory instruments, regulations and orders from
time to time made thereunder or deriving validity
therefrom.
All the times referred to in this
Announcement are London times unless otherwise stated.
References to the singular include
the plural and vice versa.
All references to "subsidiary", "subsidiary undertaking", "undertaking" and "associated undertaking" have the
respective meanings given to them in the Companies Act.