THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (596/2014/EU) AS THE SAME HAS BEEN RETAINED IN UK LAW AS AMENDED BY THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, 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
| Goldway Capital Investment Limited (Incorporated in Hong Kong) CR No. 3294426
Off-market takeover offer for all of the ordinary shares in:
MC Mining Limited Previously Coal of Africa Limited (Incorporated and registered in Australia) Registration number ABN 008 905 388 ISIN AU000000MCM9 JSE share code: MCZASX/AIM code: MCM
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22 May 2024
Goldway Capital Investment Limited - Commencement of compulsory buy-out
Goldway Capital Investment Limited (company registration number 3294426) (Goldway) refers to its off-market takeover offer for all of the ordinary shares in MC Mining Limited ACN 008 905 388 (ASX: MCM) (MCM) (Offer) that closed at 7.00pm (Sydney time) / 11.00am (South Africa time) on Monday, 22 April 2024.
In accordance with section 662B(1)(d) of the Corporations Act 2001 (Cth), Goldway encloses a duly signed ASIC Form 6022 in relation to Goldway's offer to buy-out the remaining ordinary shares in MCM (Buy-out Offer). The Buy-out Offer will be on the same terms as the Offer, including for the avoidance of doubt the currency conversion rate, as announced on 8 April 2024. The A$/ZAR and A$/ GBP exchange rates for the Offer Consideration of A$0.16 per MCM Share has been fixed, based on an exchange rate of A$/ZAR 12.25425 being the mid rate as published by Nedbank Limited in South Africa at 15h45 on 5 April 2024 and A$/£ 0.52100 being the published Financial Times cross rate as of 5 April 2024 at 14:20 BST. The Offer Consideration in ZAR is 1.96068 per MCM Share and in GBP is 0.08336.
A copy of the ASIC Form 6022 was lodged with ASIC today and will be despatched to MCM shareholders (Buy-out Notice).
Key Dates
The Key Dates in respect of the Buy-out Offer are as follows:
| Buy-out Offer announced on ASX, RNS and SENS and Buy-out Offer opens | Wednesday, 22 May 2024 |
| Last day to trade in MCM Shares on the JSE in order to participate in the Buy-out Offer | Thursday, 20 June 2024 |
| Last day to trade in MCM Shares on ASX and AIM in order to participate in the Buy-out Offer | Friday, 21 June 2024 |
| MCM Shares trade 'ex' the Buy-out Offer on the JSE | Friday, 21 June 2024 |
| MCM Shares trade 'ex' the Buy-out Offer on ASX and AIM | Monday, 24 June 2024 |
| Register Acceptance Date to determine which MCM Shareholders on the MCM Register are eligible to accept the Buy-out Offer | Tuesday, 25 June 2024 |
| Buy-out Offer closes | 7.00pm (Sydney time) / 11.00am (SA time) on Tuesday, 25 June 2024 |
| Offer Consideration credited to dematerialised MCM Shareholders who hold their MCM Shares on the MCM South African Register | Tuesday, 16 July 2024 |
| Offer Consideration paid to Certificated MCM Shareholders who hold their MCM Shares on the MCM South African Register (subject to receipt by Computershare of documents of title on or prior to 10.00am on the Closing Date | Tuesday, 16 July 2024 |
| Consideration paid by means of EFT or cheque (posted by ordinary mail at the risk of the MCM Shareholder concerned) to MCM Shareholders who hold their MCM Shares on the MCM Australian Register | Tuesday, 16 July 2024 |
| Offer Consideration paid by means of a CREST Payment in favour of an accepting MCM Shareholder who hold their MCM Shares on the MCM United Kingdom Register | Tuesday, 16 July 2024 |
1. No dematerialisation or rematerialisation of MCM Shares held on the MCM South African Register may take place between the date MCM Shares trade 'ex' the Offer on the JSE and the Register Date, both days inclusive.
2. No transfers between the MCM South African Register, the MCM Australian Register and the MCM United Kingdom Register may take place between the date the Buy-out Offer opens and the Register Date, both days inclusive.
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