Minco plc Sale of Curraghinalt Royalty

Recommended Offer for Minco plc by Dalradian Resources Inc.

and

Demerger of Buchans to Minco Shareholders

to be effected by means of a Scheme of Arrangement

 

On 1 June 2017, the Board of Minco plc (“Minco”) announced that it had reached agreement with Dalradian Resources Inc. (“Dalradian”) on the terms of the disposal of Minco’s 2% net smelter return royalty on the Curraghinalt gold deposit in County Tyrone, Northern Ireland ("Royalty"), which is currently being developed by Dalradian ("Royalty Disposal").

On 26th July, 2017, Minco was pleased to announce that at the meetings of its shareholders, the Minco Shareholders voted in favour of the resolution to approve the Scheme of Arrangement implementing the recommended Offer by Dalradian for all of the share capital of Minco and the Demerger of its wholly owned subsidiary Buchans Resources Limited to Minco Shareholders by way of a transfer in specie. At the Court Meeting, a majority in number of Minco Shareholders who voted, representing 99.9988 per cent. by value of those Minco Shares voted, voted in favour of the resolution to approve the Scheme. Similarly, at the Extraordinary Meeting of the Shareholders of Minco (“EGM”), a majority in number of Minco Shareholders who voted, voted in favour of all resolutions to implement or facilitate the objects of the Scheme and accordingly, all were duly passed with required majorities.

On 28th July, 2017, Minco announced an updated timetable of principal events in connection with the recommended Offer by Dalradian for all of the share capital of Minco and the Demerger of its wholly owned subsidiary Buchans Resources Limited to Minco Shareholders by way of a transfer in specie. This updated timetable is outlined below:

Expected Timetable of Events

Event

Date

Last day of dealings in Minco Shares

22 August 2017

Suspension of trading on AIM of Minco Shares

23 August 2017

Hearing Record Time

6.00 pm on 25 August 2017

Court Hearing (of the petition to sanction the Scheme including the Acquisition Reduction and the Demerger Reduction)

28 August 2017

Scheme Record Time

6.00 pm on 29 August 2017

Effective Date of the Scheme

30 August 2017

Issuance of New Dalradian Consideration Shares

30 August 2017

Transfer of Buchans Shares

30 August 2017

Cancellation of admission to trading of Minco Shares on AIM

7.30 am on 31 August 2017

Listing of the New Dalradian Shares on the TSX

8.00 a.m. on 31 August 2017

Admission of the New Dalradian Shares to trading on AIM

8.00 a.m. 31 August 2017

Crediting of Dalradian DIs to CREST accounts (as appropriate)

No later than 14 days from the Effective Date

Latest date of despatch of DRS Advices of New Dalradian Shares (as appropriate)

No later than 14 days from the Effective Date

Latest date of despatch of DRS Advices of Buchans Shares (as appropriate)

No later than 14 days from the Effective Date

 

As outlined in the announcement on 1 June 2017 (the “Announcement”), the Royalty Disposal is being effected by means of a recommended share for share acquisition by Dalradian of the entire issued and to be issued share capital of Minco (the “Offer”) which will be implemented by means of a scheme of arrangement, under Chapter 1 of Part 9 of the Companies Act 2014 of Ireland (“Scheme”).

As part of the Scheme it is also proposed that Minco will undertake a demerger of its wholly owned subsidiary Buchans Resources Limited (“Buchans”) to Minco Shareholders by way of a transfer in specie (the “Demerger”) so that on the completion of the Offer the only asset held by Minco will be the Royalty. Buchans is a Canadian registered company which holds directly or indirectly all of the assets of Minco other than the Royalty.

On 28th June, 2017, Minco published a circular relating to the Scheme (the “Scheme Document”) which will has been posted to shareholders of Minco (“Minco Shareholder”). The Scheme Document sets out, amongst other things, the full terms and conditions of the Offer, a statement explaining the effect of the Scheme in compliance with section 452 of the Companies Act 2014, notices of the required meetings of Minco Shareholders (together with the associated Forms of Proxy), an indicative timetable of principal events and details of the action to be taken by Minco Shareholders.

The Royalty Disposal together with the related matters set out in the Scheme Document will see the issue and allotment of 15,490,666 new Dalradian Shares (the “New Dalradian Shares”) in total.

Following the Scheme and the Demerger, 15,490,666 New Dalradian Shares in total would be issued to Minco Shareholders and Buchans in connection with the Scheme on the following basis. Pursuant to the Offer, Minco Shareholders would be issued 11,618,000 New Dalradian Shares which would be 75 per cent of the total New Dalradian Shares to be issued in connection with the Royalty Disposal. The balance of the New Dalradian Shares, being 3,872,666 and representing 25 per cent of the total, would be issued on the basis set out below directly to Buchans, which would then be wholly owned by Minco Shareholders.

Pursuant to the terms of the Offer, which is subject to Conditions, each shareholder of Minco who appears on the register of members of Minco at the Scheme Record Time will be entitled to receive:

 

For each B Scheme Share:                         0.0242982110 New Dalradian Shares

 

As part of the Scheme and upon the Demerger taking effect Scheme Shareholders will also be entitled to receive:

 

For each A Scheme Share:                         0.02 Buchans Shares
                                                                                                                                (equivalent to 0.10 Buchans Shares for each Minco Share as at the date of the Announcement)

 

Based on the volume weighted average price of Dalradian Shares on the Toronto Stock Exchange for the five trading day period ended on 20 March 2017 (being the last Business Day prior to the commencement of the Offer Period) of C$1.2911 (“VWAP”), the total value of the 15,490,666 New Dalradian Shares would be C$20 million (£12,106,537 based on a Sterling C$ exchange rate of C$1.652:£1.00 (the “C$/£ Exchange Rate”).

Based on the VWAP and the C$/£ Exchange Rate, the value of the Royalty Disposal would attribute a value to each Minco Share of 2.532 pence which represents:

·          a premium of approximately 91.1 per cent. to the Closing Price of 1.325 pence per Minco Share on 20 March 2017, being the last Business Day prior to the commencement of the Offer Period;

·          a premium of approximately 111.1 per cent. to Minco’s volume weighted average share price of 1.199 pence over the 30-trading day period ended 20 March 2017, being the last Business Day prior to the commencement of the Offer Period; and

·          a premium of approximately 119.6 per cent. to Minco’s volume weighted average share price of 1.153 pence over the 90-trading day period ended 20 March 2017, being the last Business Day prior to the commencement of the Offer Period.


Shareholders are advised to carefully read the Scheme Document in its entirety, with respect to the Scheme because it contains important information relating to the Offer and the Demerger. Any response in relation to the Offer and the Demerger should be made only on the basis of the information contained in the Scheme Document or any document by which the Offer, the Demerger and/or the Scheme are made.

If you have any questions in relation to action to be taken, please contact Minco’s Registrars, Computershare Investor Services (Ireland) Limited, on 01 447 5566 (if calling within Ireland) or on +353 447 5566 (if calling from outside Ireland) between 9:00 am and 5:00 pm Monday to Friday (other than bank holidays in Ireland). For legal reasons, the Registrars will not be able to provide advice on the merits of the Offer and the Demerger or give financial or tax advice.

 

For further information please contact:

 

John F. Kearney: Chairman & Chief Executive      +1 416 362 6686

Danesh Varma: CFO & Company Secretary          +44 (0) 8452 606 034

Peter McParland: Director - Ireland                       +353 (0) 46 907 3709

John Frain: Davy                                                         +353 (0) 1 679 6363