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
|
|
8 April 2024
Satisfaction of Minimum Acceptance Condition and change of
interests of substantial holder
Goldway is pleased to announce that
it has received acceptances from MCM shareholders representing
83.67% of the issued capital of MCM. Accordingly, the defeating
condition set out in paragraph (a) of Section 13.9 of Goldway's
bidder's statement dated 2 February 2024 (Bidder's Statement), requiring
acceptances for at least 50.1% or more of the MCM Shares that it
does not have a relevant interest at the commencement date of the
Offer (Minimum Acceptance
Condition), has been fulfilled. As noted in Goldway's third
supplementary bidder's statement dated 21 March 2024, Goldway has
undertaken to waive all other defeating conditions in Section 13.9
of the Bidder's Statement, which have not yet been fulfilled,
immediately upon the Minimum Acceptance Condition being satisfied.
Accordingly, Goldway will shortly announce that it will free the
Offer of all defeating conditions.
Pursuant to section 671B of the
Corporations Act 2001
(Cth), we attach ASIC Form 604 (Notice of change in interests of
substantial holder).
Form 604
Corporations Act
2001
Section
671B
Notice of change of interests
of substantial holder
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To Company
Name/Scheme
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MC Mining Limited
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|
ACN/ARSN
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008 905 388
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1. Details of substantial holder (1)
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Name
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Goldway Capital Investment Limited
CR NO. 3294426 (Goldway),
Senosi Group Investment Holdings
Proprietary Limited (c. 41.23% shareholder in Goldway),
Dendocept Proprietary Limited (c.
6.93% shareholder in Goldway), Jun Liu and Huan Qu as joint
trustees for the Golden Eagle Trust (c. 6.50% shareholder in
Goldway); Pacific Goal Investment Limited (c. 6.11% shareholder in
Goldway); Yi He (c. 2.12% shareholder in Goldway), Jun Liu (c.
1.65% shareholder in Goldway), Golden Archer Investments (Pty) Ltd
(c. 0.06% shareholder in Goldway), Shining Capital GP Limited (c.
8.58% shareholder in Goldway), Ying He Yuan Investment (S) Pte Ltd
(c. 5.25% shareholder in Goldway), Longelephant International Trade
Limited (c. 3.72% shareholder in Goldway) and Eagle Canyon
International Group Holding (Hong Kong) Limited (c. 17.85%
shareholder in Goldway) (together the
Consortium)
|
|
ACN/ARSN (if applicable)
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N/A
|
|
|
|
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There was a change in the interests
of the substantial holder on
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05/04/2024
|
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The previous notice was given to the
company on
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05/04/2024
|
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The previous notice was
dated
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05/04/2024
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2. Details of voting power
The total number of votes attached
to all the voting shares in the company or voting interests in the
scheme that the substantial holder or an associate (2) had a
relevant interest (3) in when last required, and when now required,
to give a substantial holding notice to the company or scheme, are
as follows:
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Class of securities (4)
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Previous notice
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Present notice
|
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Person's votes
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Voting power (5)
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Person's votes
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Voting power (5)
|
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Fully paid ordinary shares
(MCM Shares)
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326,329,560
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80.00%
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341,274,024
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*83.67%
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* Based on current issued capital of
407,890,744 MCM Shares on issue as at 04/04/2024.
3. Changes in relevant interests
Particulars of each change in, or
change in the nature of, a relevant interest of the substantial
holder or an associate in the voting securities of the company or
scheme, since the substantial holder was last required to give a
substantial holding notice to the company or scheme are as
follows:
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Date of change
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Person whose relevant interest has changed
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Nature of change (6)
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Consideration given in relation to change
(7)
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Class and number of securities affected
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Person's votes affected
|
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Takeover acceptances - various
dates
See Annexure B
|
Consortium and Goldway
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Acquisition of relevant interests as
a result of acceptances of offers made under the Consortium's
off-market takeover bid (as set out in the bidder's statement dated
2 February 2024 and as supplemented from time to time) (the
Offer)
|
$0.16 per MCM Share and see Annexure
B
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14,944,464 MCM
Shares
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14,944,464
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4. Present relevant interests
Particulars of each relevant
interest of the substantial holder in voting securities after the
change are as follows:
|
Holder of relevant interest
|
Registered holder of securities
|
Person entitled to be registered as holder
(8)
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Nature of relevant interest (6)
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Class and number of securities
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Person's votes
|
|
The Consortium Members listed in the
'Consortium member' column of the table in Annexure A
Goldway
|
Each Consortium Member listed in the
'Consortium member' column of the table in Annexure A, for the
amount of shares listed for that Consortium Member in the
'Shareholding in MCM' column of the same table
|
Each Consortium Member listed in the
'Consortium member' column of the table in Annexure A, for the
amount of shares listed for that Consortium Member in the
'Shareholding in MCM' column of the same table
|
Pursuant to section 608(1)(a) of the
Corporations Act 2001 (Cth) (Corporations Act) as the registered
holder of the shares
Purusant to section 608(1)(b) and
(c) of the Corporations Act (Corporations Act) in respect of the MCM
shares held by each other Consortium Member as a result of the
Consortium members' entry into the Joint Bid Deed dated 18 December
2023.
|
262,290,952 MCM Shares
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262,290,952
|
|
Consortium
Goldway
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Various MC Mining shareholders who
have accepted the Offer between 16 February 2024 and 5 April
2024
|
Goldway
|
The relevant interest in these MCM
Shares was acquired as a result of MC Mining shareholders accepting
the offer.
|
78,983,072 MCM Shares
|
78,983,072
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5. Changes in associates
The persons who have become
associates (2) of, ceased to be associates of, or have changed the
nature of their association (9) with, the substantial shareholder
in relation to voting interests in the company or scheme are as
follows:
|
Name and ACN/ARSN (if applicable)
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Nature of association
|
|
N/A
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N/A
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6. Addresses
The address of persons named in this
form are as follows:
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Name
|
Address
|
|
The Consortium members listed in the
'Consortium members' column of the table in Annexure A
|
The addresses listed in the
'Registered address and contact details' column of the table in
Annexure A
|
|
Goldway
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R16/3F Eton Tower, 8 Hysan Avenue,
Causeway Bay, Hong Kong
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|
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Signature
|
|
|
|
|
print
name
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Jun Liu
|
capacity
|
Director
|
|
sign here
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date
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8 April 2024
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|
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DIRECTIONS
(1) If
there are a number of substantial holders with similar or related
relevant interests (eg. a corporation and its related corporations,
or the manager and trustee of an equity trust), the names could be
included in an annexure to the form. If the relevant interests of a
group of persons are essentially similar, they may be referred to
throughout the form as a specifically named group if the membership
of each group, with the names and addresses of members is clearly
set out in paragraph 7 of the form.
(2) See
the definition of "associate" in section 9 of the Corporations Act
2001.
(3) See
the definition of "relevant interest" in sections 608 and 671B(7)
of the Corporations Act 2001.
(4) The
voting shares of a company constitute one class unless divided into
separate classes.
(5) The
person's votes divided by the total votes in the body corporate or
scheme multiplied by 100.
(6) Include details of:
(a) any
relevant agreement or other circumstances by which the relevant
interest was acquired. If subsection 671B(4) applies, a copy
of any document setting out the terms of
any relevant agreement, and a statement by the person giving full
and accurate details of any contract, scheme or arrangement, must
accompany this form, together with a written statement certifying
this contract, scheme or arrangement; and
(b) any
qualification of the power of a person to exercise, control the
exercise of, or influence the exercise of, the voting powers or
disposal of the securities to which the relevant interest relates
(indicating clearly the particular securities to which the
qualification applies).
See the definition of "relevant
agreement" in section 9 of the Corporations Act 2001.
(7) Details of the consideration must include any and all
benefits, money and other, that any person from whom a relevant
interest was acquired has, or may, become entitled to receive in
relation to that acquisition. Details must be included even if the
benefit is conditional on the happening or not of a contingency.
Details must be included of any benefit paid on behalf of the
substantial holder or its associate in relation to the
acquisitions, even if they are not paid directly to the person from
whom the relevant interest was acquired.
(8) If
the substantial holder is unable to determine the identity of the
person (e.g. if the relevant interest arises because of an option)
write "unknown".
(9) Give
details, if appropriate, of the present association and any change
in that association since the last substantial holding
notice.
