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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

28 June 2017

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

Publication and Posting of Scheme Document

Notice of Meetings of Shareholders 26 July 2017

 

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").

 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.

 Minco announces that it is today publishing a circular relating to the Scheme (the “Scheme Document”) which will shortly be 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:     0.024982110 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, 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.


In order to become effective, the Scheme must be approved at a meeting of the shareholders of Minco (“Court Meeting”) to be held at 11.00 am on 26 July 2017.  In addition, to facilitate implementation of the Scheme, Minco is also seeking approval of the shareholders of Minco to pass a number of resolutions at an extraordinary general meeting of Minco (“EGM”) to be held at 11.30 am on 26 July 2017 or, if later, immediately after the conclusion or adjournment of the Court Meeting.

 The Minco Board, who have been so advised by Davy Corporate Finance, Minco’s financial adviser, considers the terms of the Offer and the Demerger to be fair and reasonable and in the best interests of Minco Shareholders taken as a whole. In providing its advice to the Minco Board, Davy Corporate Finance has taken into account the commercial assessments of the Minco Directors.

 The Minco Board unanimously recommends that you vote in favour of the resolutions approving the Scheme and the Demerger at the Court Meeting and at the EGM as the Minco Directors, who hold Minco Shares, have irrevocably undertaken to do in respect of their beneficial holdings totalling 45,501,528 Minco Shares, representing approximately 9.5 per cent. of the total existing issued ordinary share capital of Minco.

 If the Scheme becomes effective, it will be binding on all shareholders of Minco, including those who do not attend and/or vote to approve the Scheme or who attend and/or vote against it at the Court Meeting, and it will result in the cancellation of the trading of all shares in Minco on AIM.

 The expected timetable of principal events is attached as an Appendix to this announcement.

 

Shareholders are advised to carefully read the Scheme Document in its entirety before making a decision 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

 

Important Notices

The Minco Directors accept responsibility for the information contained in this announcement.  To the best of the knowledge and belief of the Minco Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.

 

Davy Corporate Finance, which is authorised and regulated in Ireland by the Central Bank of Ireland, is acting for Minco and no one else in relation to the Offer and the Demerger and will not be responsible to anyone other than Minco for providing the protections afforded to clients of Davy Corporate Finance nor for providing advice in relation to the Offer and the Demerger or any other matter referred to herein.

 

This announcement is not intended to, and does not, constitute an offer or an invitation to purchase or subscribe for any securities or the solicitation of an offer to purchase any securities, pursuant to the Offer, the Demerger or otherwise.

 

The distribution of this announcement in or into certain jurisdictions may be restricted by the laws of those jurisdictions. Accordingly, copies of this announcement and all other documents relating to the Offer, the Demerger and/or the Scheme are not being, and must not be, released, published, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction. Persons receiving such documents (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to do so may constitute a violation of the securities laws of any such jurisdiction.

 

Shareholders are advised to read the Scheme Document 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. 

 

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Irish Takeover Panel Act, 1997, Takeover Rules 2013 (the "Takeover Rules"), if any person is, or becomes, 'interested' (directly or indirectly) in, 1% or more of any class of 'relevant securities' of Minco or Dalradian, all 'dealings' in any 'relevant securities' of Minco or Dalradian (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by not later than 3:30 pm (Irish time) on the 'business' day following the date of the relevant transaction. This requirement will continue until the date on which the Scheme becomes effective or on which the 'offer period' otherwise ends. If two or more persons co-operate on the basis of any agreement, either express or tacit, either oral or written, to acquire an 'interest' in 'relevant securities' of Minco or Dalradian, they will be deemed to be a single person for the purpose of Rule 8.3 of the Takeover Rules.

 

Under the provisions of Rule 8.1 of the Takeover Rules, all 'dealings' in 'relevant securities' of Minco by Dalradian or 'relevant securities' of Dalradian by Minco, or by any party acting in concert with either of them, must also be disclosed by no later than 12 noon (Irish time) on the 'business' day following the date of the relevant transaction.

 

A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, can be found on the website of the Irish Takeover Panel (the “Panel”)

at www.irishtakeoverpanel.ie.

 'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

 Terms in quotation marks are defined in the Takeover Rules, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a dealing under Rule 8, please consult the Panel's website at www.irishtakeoverpanel.ie or contact the Panel on telephone number +353 1 678 9020 or fax number +353 1 678 9289.