Allied Gold Mining Plc - Results of Shareholder Meetings
14.08.2012 | Marketwire
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.QUEENSLAND, AUSTRALIA -- (Marketwire) -- 08/14/12 --
14 August 2012
ALLIED GOLD MINING PLC
RECOMMENDED ACQUISITION OF ALLIED GOLD MINING PLC BY ST BARBARA LIMITED
RESULTS OF SHAREHOLDER MEETINGS
BOARD CHANGE
Allied Gold Mining PLC ("Allied Gold" or the "Company") is pleased to announce that at the Court and General Meetings convened earlier today Allied Gold Shareholders approved all the resolutions proposed at both meetings by the requisite majorities in respect of the proposed acquisition by St Barbara Limited ("St Barbara") of the entire issued and to be issued share capital of the Company (the "Acquisition") which is being implemented by way of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). Full details of the Scheme were set out in the circular to Shareholders dated 18 July 2012 (the Scheme Circular).
Mark Caruso, Chairman of Allied Gold, said "We are delighted to have received the overwhelming support from our shareholders for this transaction and look forward to its successful completion and to creating, as part of St Barbara, a leading diversified, mid-tier gold company".
Court Meeting
The first meeting, convened in accordance with the order of the Court (the "Court Meeting"), sought approval from Scheme Shareholders for the Scheme.
The resolution proposed at the Court Meeting was decided on a poll. A majority in number of Scheme Shareholders who voted (either in person or by proxy), representing 99.98 per cent. by value of those Scheme Shares voted, voted in favour of the resolution to approve the Scheme. Accordingly, the resolution proposed at the Court Meeting was duly passed on a poll vote. Details of the votes cast are as follows:
No. of Scheme
No. of % of No. of % of Shares voted as
Scheme Scheme Scheme Scheme a % of the issued
Shareholders Shareholders Shares Shares share capital of
who voted who voted voted voted the Company
FOR 87 92.55 147,955,228 99.98 72.41
AGAINST 7 7.45 34,387 0.02 0.02
Allied Gold General Meeting
The Allied Gold General Meeting sought approval for a special resolution proposed to approve implementation of the Scheme, to approve the reduction of the capital of the Company and to approve certain other related matters as set out in the Scheme Circular. The special resolution was decided on a poll and duly passed. Details of the votes cast are as follows:
No. of % of No. of
Allied Gold Allied Gold Allied Gold
Shares Shares Shares voted
Voted at the Voted at the as a % of the issued share
meeting meeting capital of the Company
FOR 144,757,413 99.98 70.85
AGAINST 31,081 0.02 0.01
TOTAL VOTE 144,788,494 100 70.86
(excl. WITHHELD)
WITHHELD 577,973 0.28
In accordance with Listing Rule 9.6.2R, a copy of the special resolution passed at the General Meeting has been submitted to the National Storage Mechanism and will shortly be available for inspection at www.hemscott.com/nsm.do.
Board Change
In the light of shareholder approval of the Scheme and the impending completion of the Acquisition, the Company also announces that Mr Frank Terranova has decided to accelerate his departure from the Group and is stepping down as Chief Executive with effect from 15 August 2012.
Next steps
Completion of the Acquisition remains subject to the satisfaction or (if capable of waiver) waiver of the remaining Conditions, including the sanction of the Scheme and confirmation of the associated capital reduction by the High Court of Justice of England and Wales. The Board and senior management of Allied Gold look forward to working closely with St Barbara as both companies approach the integration planning phase of the Acquisition over the coming weeks.
The date of the Court hearing to sanction the Scheme and confirm the reduction of capital is expected to be on 30 August 2012.
It is intended that dealings in Allied Gold Shares will be suspended at 6.00 p.m. on 29 August 2012. The last day of trading in Allied Gold CDIs on the ASX is intended to be 31 August 2012.
If the Court sanctions the Scheme and confirms the reduction of capital it is intended that St Barbara will procure that Allied Gold makes applications to: (i) cancel the listing of Allied Gold Shares on the UKLA's Official List, (ii) cancel trading in Allied Gold Shares on the London Stock Exchange's Main Market for listed securities and in Allied Gold CDIs on the ASX, and (iii) de-list the Allied Gold Shares from the Toronto Stock Exchange, with such cancellations/de-listings in each case to take effect on or as soon as practicable after 7 September 2012.
Settlement of the consideration to which any holder of Scheme Shares is entitled will be effected as soon as practicable after the date on which the Scheme becomes effective and in any event not later than 14 days after that date. It is currently anticipated that the admission of the St Barbara Consideration Shares to trading on the ASX will take effect by 8.00 a.m. on 13 September 2012. Despatch of cheques in respect of the Cash Consideration or settlement through CREST is expected to occur by 13 September 2012.
The dates stated above are indicative only and will depend, among other things, on the dates upon which the Court sanctions the Scheme and confirms the associated reduction of capital and the date on which the Conditions are satisfied or (if capable of waiver) waived. If any of the times and/or dates above change, the revised times and/or dates will be notified to Allied Gold Shareholders by announcement through a Regulatory Information Service.
Other
Terms and expressions in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the Scheme Circular.
Enquiries
Allied Gold
Joe Dowling, General Manager Investor Relations +61 403 369 232
and Communications
RBC (Financial Adviser and Corporate Broker to Allied Gold)
Stephen McPherson, Jonathan Stephens, M&A (UK) +44 20 7653 4000
Duncan St John, M&A (Australia) +612 9033 3307
Stephen Foss, Matthew Coakes, Corporate Broking +44 20 7653 4000
St Barbara
Ross Kennedy, Executive General Manager +613 8660 1903
Corporate Services/Company Secretary
Lazard (Lead Financial Adviser to St Barbara)
Eka Nirapathpongporn, Managing Director +613 9657 8414
Media Enquiries
Buchanan (UK Media Adviser to Allied Gold)
Bobby Morse +44 20 7466 5000
James Strong +44 20 7466 5000
Nightingale (Media Adviser to St Barbara)
Switchboard +613 9614 6930
Tim Williamson +61 458 680 130
Lisa Keenan +61 409 150 771
StockWell (UK Media Adviser to St Barbara)
Switchboard +44 20 3370 0013
Philip Gawith +44 7887 954 048
Rob Morgan +44 7557 413 275
RBC Capital Markets, which is authorised and regulated in the UK by the
Financial Services Authority, is acting exclusively for Allied Gold and
no one else in connection with the Offer and this announcement and will
not be responsible to anyone other than Allied Gold for providing the
protections afforded to clients of RBC Capital Markets nor for
providing advice in connection with the Offer or any matter referred to
herein
Lazard, which is authorised and regulated in the UK by the Financial
Services Authority, is acting exclusively for St Barbara and no one
else in connection with the Offer and this announcement and will not be
responsible to anyone other than St Barbara for providing the
protections afforded to clients of Lazard nor for providing advice in
connection with the Offer or any matter referred to herein.
Barclays, which is authorised and regulated in the UK by the Financial
Services Authority, is acting exclusively for St Barbara and no one
else in connection with the Offer and this announcement and will not be
responsible to anyone other than St Barbara for providing the
protections afforded to clients of Barclays nor for providing advice in
connection with the Offer or any matter referred to herein.
Further information
This announcement is for information purposes only and does notconstitute
or form part of an offer or invitation to sell or the
solicitation of an offer to subscribe for or buy or an invitation to
purchase or subscribe for any securities or the solicitation of any
vote or approval in any jurisdiction pursuant to the Offer or
otherwise, nor shall there be any sale, issuance or transfer of the
securities in any jurisdiction in contravention of applicable law. The
Offer is being made solely by means of the Scheme Document, which
contains the full terms and conditions of the Offer. Allied Gold and St
Barbara urge Allied Gold Shareholders to read the Scheme Document which
has been distributed to Scheme Shareholders (with the exception of
certain Excluded Overseas Shareholders), as it contains important
information relating to the Offer.
This announcement does not constitute a prospectus or prospectus
equivalent document.
This announcement has been prepared for the purpose of complying with
English law and the City Code and the information disclosed may not be
the same as that which would have been disclosed if this announcement
had been prepared in accordance with the laws of jurisdictions outside
the United Kingdom.
Overseas shareholders
The availability of the Offer to Allied Gold Shareholders who are not
resident in the United Kingdom, Australia or the United States or not
located in Canada may be affected by the laws of the relevant
jurisdictions in which they are located or of which they are resident.
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom, Australia or the United States or not
located in Canada or who are subject to other jurisdictions should
inform themselves of, and observe, any applicable requirements of their
jurisdictions. Any failure to comply with the applicable restrictions
may constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law, the
companies involved in the Offer disclaim any responsibility or
liability for the violation of such restrictions by any person.
Further details in relation to overseas Allied Gold Shareholders are
contained in the Scheme Document.
The Offer relates to the shares in an English company and is proposed
to be made by means of a scheme of arrangement provided for under
company law of the United Kingdom. The scheme of arrangement will
relate to the shares of a UK company that is (a) a 'foreign private
issuer' as defined under Rule 3b-4 under the Securities Exchange Act of
1934, as amended (the "Exchange Act") and (b) a "designated foreign
issuer" under applicable Canadian securities laws. A transaction
effected by means of a scheme of arrangement is not subject to the
shareholder vote, proxy and tender offer rules under Australian law,
Canadian securities law or the Exchange Act. Accordingly, the Offer is
subject to the disclosure requirements and practices applicable in the
UK to schemes of arrangement, which differ from the disclosure
requirements and practices of Australian, Canadian or US shareholder
vote, proxy and tender offer rules. Financial information included in
the relevant documentation will have been prepared in accordance with
accounting standards applicable in the UK that may not be comparable to
the financial statements of Australian, Canadian or US companies.
No securities regulatory authority in any Canadian jurisdiction has (a)
approved or disapproved of the Offer; (b) passed upon the merits or
fairness of the Offer; or (c) passed upon the adequacy or accuracy of
the disclosure in this announcement. Any representation to the contrary
is an offence in Canada.
Any securities to be offered pursuant to the Offer as described in this
announcement have not been and will not be registered under the US
Securities Act of 1933, as amended (the "Securities Act"), or under the
securities laws of any state, district or other jurisdiction of the
United States, or of Canada, Australia or Japan. Accordingly, such
securities may not be offered, sold or delivered, directly or
indirectly, in or into such jurisdictions except pursuant to exemptions
from applicable requirements of such jurisdictions. The St Barbara
Shares to be issued in exchange for Scheme Shares pursuant to the
Scheme will be issued in reliance upon exemptions from the prospectus
requirements of securities legislation in each province and territory
of Canada. Subject to certain disclosure and regulatory requirements
and to customary restrictions applicable to distributions of shares
that constitute "control distributions", St Barbara Shares issued
pursuant to the Scheme may be resold in each province and territory in
Canada, however the first trade in such St Barbara Shares will be
subject to the standard conditions that no unusual effort has been made
to prepare the market or create demand, no extraordinary commission or
consideration is paid and, if the selling shareholder is an insider or
officer of St Barbara, such shareholder has no reasonable grounds to
believe that St Barbara is in default of securities legislation.
Copies of this announcement and formal documentation relating to the
Offer will not be and must not be, mailed or otherwise forwarded,
distributed or sent in, into or from any jurisdiction where to do so
would violate the laws of that jurisdiction.
Publication on website
A copy of this announcement will be made available, free of charge
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, at www.stbarbara.com.au and
www.alliedgold.com.au by no later than 12 noon (London time) on the
Business Day following the date of this announcement.
Neither the content of the website referred to in this announcement nor
the content of any website accessible from hyperlinks on St Barbara or
Allied Gold's website (or any other website) is incorporated into, or
forms part of, this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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