Scheme of Arrangement

 

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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action to be taken you are recommended to seek your own personal financial and taxation advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser who, if you are taking advice in Ireland, is authorised or exempted under the Investment Intermediaries Act, 1995 (as amended) or the European Communities (Markets in Financial Instruments) Regulations 2007 (as amended) or, if you are taking advice in the United Kingdom, is authorised pursuant to the Financial Services and Markets Act 2000 or from another appropriately authorised independent financial adviser if you are resident in a territory outside of Ireland or the United Kingdom. This document relates to a scheme of arrangement under the Companies Act, 2014 of Ireland which, if implemented, will result in the cancellation of admission to trading of Minco Shares on AIM.

If you sell or have sold or otherwise transferred all your Minco Shares, please send this document, and the accompanying documents at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. Such documents should, however, not be distributed, forwarded or transmitted in or into or from any Restricted Jurisdiction.

The distribution of this document in or into certain jurisdictions may be restricted by the laws of those jurisdictions. Accordingly, copies of this document and all other documents relating to the Offer and the Demerger are not being, and must not be, 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. 

Recommended Offer

for

MINCO PLC

(incorporated in Ireland with limited liability under the Companies Act, 2014 with registration number 38284)

by

DALRADIAN RESOURCES INC.

and the Demerger of

Buchans Resources Limited

by means of a

SCHEME OF ARRANGEMENT

under Chapter 1 of Part 9 of the Companies Act 2014 of Ireland

and

NOTICE OF SHAREHOLDER MEETINGS

This document sets out details of the recommended Offer relating to the proposed acquisition of Minco plc by Dalradian Resources Inc. (“Dalradian”) and the demerger of Buchans Resources Limited  (“Buchans”), a wholly owned subsidiary of Minco plc (“Minco”), to the shareholders of Minco, to be  effected, in each case, by way of a scheme of arrangement between Minco and the shareholders of Minco (“Scheme”).

In order to become effective, the Scheme must be approved at a meeting of the shareholders of Minco (“Court Meeting”). 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”).

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.

This document and the accompanying Forms of Proxy should be read as a whole. Your attention is drawn to the letter from John F. Kearney, Chairman of Minco, in Part I (Letter from the Chairman of Minco plc) of this document, which contains a unanimous recommendation from the Board that you vote in favour of the resolutions to be proposed at the Court Meeting and the EGM. A letter from Davy Corporate Finance explaining the Scheme appears in Part III (Explanatory Statement) of this  document. Any action taken in relation to the Offer and the Demerger should be taken only on the basis of all of the information contained in this document and any other document by which the Offer, the Demerger and Scheme are made.

Notices convening the Court Meeting and EGM, both of which will be held at Clayton Hotel Burlington Road, Leeson Street Upper, Dublin 4 D04 A318 on 26 July 2017 are set out at the end of this document. The Court Meeting will start at 11.00 a.m. (Dublin time) and the EGM will start at 11.30 a.m. (Dublin time) (or as soon thereafter as the Court Meeting, convened for the same date and place, has concluded or been adjourned).

Shareholders will find enclosed with this document Forms of Proxy for the Court Meeting and the EGM (together, the “Meetings”). Whether or not shareholders of Minco wish to attend the Meetings, they are asked to complete the enclosed Forms of Proxy in accordance with the instructions printed on the forms and return them either by post or by hand as soon as possible but in any event so as to be received by Minco’s Registrars, Computershare Investor Services (Ireland) Limited, Heron House, Corrig Road, Sandyford Industrial Estate, Dublin 18, not less than 48 hours before the relevant meeting. If the Form of Proxy for the Court Meeting is not lodged by the relevant time, it may be handed to the Chairman of the Court Meeting before the start of the Court Meeting. The action to be taken by shareholders of Minco in respect of the Court Meeting, the EGM and the Offer and the Demerger is set out on pages 8 and 9.


If you have any questions relating to this document or how to complete and return the Forms of Proxy please call Minco’s Registrars, Computershare Investor Services (Ireland) Limited on 01 447 5566 (if calling within Ireland) or on +353 1 447 5566 (if calling from outside Ireland). The information on Buchans contained in a separate document enclosed herewith has been prepared by Buchans to comply with applicable Canadian legislation.