Minco PLC Court Approval (0877P)

TIDMMIO TIDMDALR

RNS Number : 0877P

Minco PLC

29 August 2017

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

29 August 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

Court Approval of Scheme

Minco plc ("Minco" or the "Company") is pleased to announce that the High Court of Ireland approved the Scheme yesterday, 28 August 2017.

The Scheme shall become effective on delivery to the Registrar of Companies of the Court Order together with the minute required by Section 86 of the Act to the Registrar of Companies and the registration of such Court Order and minute by the Registrar of Companies. This is expected to occur on 30 August 2017 and, accordingly, the Scheme is expected to take effect on 30 August 2017.

Cancellation of Minco Shares to trading on AIM is expected to take effect from 7.00 a.m. on 31 August 2017.

Timetable

The full timetable of principal events is as follows:

Expected Timetable of Principal Events

 
 Event                                           Date 
 Scheme Record Time                              6.00 p.m. 
                                                  on 29 August 
                                                  2017 
 Effective Date of the Scheme                    30 August 
                                                  2017 
 Issuance of New Dalradian Consideration         30 August 
  Shares                                          2017 
 Transfer of Buchans Shares                      30 August 
                                                  2017 
 Listing of the New Dalradian Shares             2.30 p.m. 
  on the TSX                                      (9.30 a.m. 
                                                  Toronto time) 
                                                  on 30 August 
                                                  2017 
 Cancellation of admission to trading            7.00 a.m. 
  of Minco Shares on AIM                          on 31 August 
                                                  2017 
 Admission of the New Dalradian                  8.00 a.m. 
  Shares to trading on AIM                        31 August 
                                                  2017 
 Crediting of Dalradian DIs to CREST             No later 
  accounts (as appropriate)                       than 14 days 
                                                  from the 
                                                  Effective 
                                                  Date 
 Latest date of despatch of DRS                  No later 
  Advices of New Dalradian Shares                 than 14 days 
  (as appropriate)                                from the 
                                                  Effective 
                                                  Date 
 Latest date of despatch of DRS                  No later 
  Advices of Buchans Shares (as appropriate)      than 14 days 
                                                  from the 
                                                  Effective 
                                                  Date 
--------------------------------------------    --------------- 
 

All times shown above are Dublin times unless otherwise stated.

If any of the above expected dates or times change, Minco will give notice of any such change and details of the revised dates and/or times by issuing an announcement through a Regulatory Information Service.

Except as otherwise defined herein, capitalised terms used but not defined in this announcement have the same meanings as given to them in the Scheme Document.

   Enquiries:      Minco PLC 
   John F. Kearney: Chairman & Chief Executive                                   [phone] 
   Danesh Varma: CFO & Company Secretary                                        [phone] 

Peter McParland: Director - Ireland [phone]

[e-mail]

 
  Davy Corporate Finance (Financial 
  adviser to Minco)                        + 353 1 679 6363 
  John Frain 
  Daragh O'Reilly 
 
 
 

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 [phone] or fax number [phone].

This information is provided by RNS

The company news service from the London Stock Exchange

END

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August 29, 2017 02:01 ET (06:01 GMT)