Wrap Text
Goldway Capital Investment Limited - First Supplementary Bidder's Statement
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
15 February 2024
Goldway Capital Investment Limited - First Supplementary Bidder's Statement
Goldway Capital Investment Limited (company registration number 3294426) (Goldway)
refers to its bidder's statement dated 2 February 2024 in relation to its off-market takeover
offer for all of the ordinary shares in MC Mining Limited ACN 008 905 388 (ASX: MCM)
(MCM).
In accordance with section 647(3)(a)(ii) of the Corporations Act 2001 (Cth), a copy of
Goldway's supplementary bidder's statement dated 15 February 2024 (Supplementary
Bidder's Statement) is enclosed.
A copy of the Supplementary Bidder's Statement has today been lodged with the Australian
Securities and Investments Commission and served on MCM.
First Supplementary Bidder's Statement
1. Introduction
This document is the first supplementary bidder's statement (Supplementary Bidder's
Statement) to the bidder's statement dated and lodged with ASIC on 2 February 2024
(Original Bidder's Statement) issued by Goldway Capital Investment Limited (company
registration number 3294426) (Goldway) in relation to its off-market takeover bid for all of the
ordinary shares in MC Mining Limited ACN 008 905 388 (MCM).
This Supplementary Bidder's Statement is given pursuant to Division 4 of Part 6.5 of the
Corporations Act 2001 (Cth) (Corporations Act) in compliance with the requirements of
section 643 of the Corporations Act.
This Supplementary Bidder's Statement supplements, and should be read together with the
Original Bidder's Statement. Unless the context otherwise requires, terms defined in this
Supplementary Bidder's Statement have the same meaning as in the Original Bidder's
Statement.
This Supplementary Bidder's Statement is dated 15 February 2024 and was lodged with ASIC
and given to ASX on that date. Neither ASIC, nor the ASX, nor any of their respective officers
takes any responsibility for the content of this Supplementary Bidder's Statement.
This is an important document and requires your immediate attention.
If you are in any doubt about how to deal with this document, you should contact
your legal, financial, tax or other professional advisor immediately.
2. Supplementary information to the Original Bidder's Statement
As disclosed in the Original Bidder's Statement, Goldway confirms it has appointed the UK
Receiving Agent for the Offer to be capable of being accepted in respect of MCM Shares held
on the MCM United Kingdom Register. Accordingly, the Original Bidder's Statement is
amended in the manner set out below.
2.1. Important Notices
In the section titled 'Important Notices', the second paragraph beneath the subheading
'Notices to Shareholders on the MCM United Kingdom Register (i.e., if you hold your MCM
Shares via UK Depositary Interests in CREST)' is deleted and replaced with the following:
If you have any questions about this Bidder's Statement or are in any doubt as to how
to accept the Offer, or if you want to request a hard copy of this Bidder's Statement,
please contact the UK Receiving Agent, Computershare Investor Services PLC, on
+44 (0) 370 707 4040. Lines are open 8.00 a.m. to 5.30 p.m. (London time) Monday
to Friday (excluding United Kingdom public holidays). Calls may be recorded and
randomly monitored for security and training purposes. The helpline cannot provide
advice on the merits of the Offer nor give any financial, legal or tax advice.
In order to accept the Offer in respect of MCM Shares held on the MCM United
Kingdom Register (i.e. in respect of United Kingdom Depositary Interests in respect of
MCM Shares), please see Section 13.3 of this Bidder's Statement.
2.2. Key Dates and other information
(a) In the third last row of the table titled 'Key Dates', delete the words 'To be confirmed'
and replace with the following:
Monday, 15 April 2024
(b) Beneath the subheading titled 'UK Receiving Agent for the Offer', delete the words
'To be confirmed' and replace with the following:
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol
BS13 8AE
United Kingdom
(c) Beneath the subheading titled 'Goldway UK Offer Information Line', delete the words
'To be confirmed' and replace with the following:
If, after reading this Bidder's Statement, Phone
you have further questions about the +44 (0) 370 707 4040
Offer and you are a Shareholder on the
MCM United Kingdom Register, you can
call the Goldway UK Offer Information
Line between 8.00 a.m. and 5.30 p.m.
(London time) Monday to Friday
(excluding public holidays).
2.3. Letter to MCM Shareholders
On page 3 of the Original Bidder's Statement, beneath the subheading titled 'Next Steps',
delete subparagraph (b) and replace with the following:
(b) you are a MCM Shareholder on the MCM United Kingdom Register (as you
hold your MCM Shares in CREST), please call the Goldway UK Offer
Information Line on +44 (0) 370 707 4040. Calls are charged at the standard
geographic rate and will vary by provider.
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2.4. Summary of the Offer
In the table titled 'Summary of the Offer':
(a) on page 7 of the Original Bidder's Statement, delete the row with the question 'How
do I accept the Offer as an MCM Shareholder on the MCM United Kingdom
Register?' and replace with the following (whereby new changes are underlined for
ease of reference):
How do I accept If you are a UK Shareholder, but hold your See Section
the Offer as an MCM Shares in certificated form, your 13.3 for further
MCM shareholding shall be held on the MCM details.
Shareholder on Australian Register.
the MCM United If you hold your MCM Shares in the form
Kingdom of UK Depositary Interests in
Register? uncertificated form (that is, in CREST), to
accept the Offer in respect of those MCM
Shares, you should follow the procedure
for Electronic Acceptance through CREST
so that the TTE instruction settles as soon
as possible and, in any event, not later
than 1.00 pm on the date prior to the
Closing Date.
If you hold your MCM Shares as a
CREST Sponsored Member, you should
refer acceptance of the Offer to your
CREST Sponsor as only your CREST
Sponsor shall be able to send the
necessary TTE instruction to Euroclear.
(b) on page 8 of the Original Bidder's Statement, in the row with the question 'How will I
be paid?', delete the last paragraph commencing with 'Goldway will appoint a UK
Receiving Agent as soon as practicable …'
(c) on page 11 of the Original Bidder's Statement, delete the row with the question
'Where do I go if I have further questions?' and replace with the following (whereby
new changes are underlined for ease of reference):
Where do I go if I For queries on how to accept the Offer
have further using the physical Acceptance Form, see
questions? the enclosed Acceptance Form.
For any further queries on how to accept
the Offer, or for any other queries in
relation to the Offer, if you are a MCM
Shareholder on the MCM Australian
Register please contact the Goldway
Australian Offer Information Line on 1300
737 760 (for calls made within Australia),
+61 2 9290 9600 (for calls made outside
Australia).
If you require additional assistance and
you are a MCM Shareholder on the MCM
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United Kingdom Register (as you hold
your MCM Shares in CREST), please call
the Goldway UK Offer Information Line on
+44 (0) 370 707 4040. Calls are charged
at the standard geographic rate and will
vary by provider. Calls from outside the
United Kingdom will be charged at the
applicable international rate. Please note
that the above calls may be recorded.
If you require additional assistance and
you are a MCM Shareholder on the MCM
South African Register, please call the
Goldway South African Offer Information
Line on +27 11 305 7346.
2.5. Terms of offer
(a) On page 41of the Original Bidder's Statement, in Section 13.1 'Offer', delete
subparagraph (i) and replace with the following:
(i) If you require additional assistance and you are a Shareholder on the MCM
United Kingdom Register (as you hold your MCM Shares in CREST), please
call the Goldway UK Offer Information Line on +44 (0) 370 707 4040. Calls
are charged at the standard geographic rate and will vary by provider. Calls
from outside the United Kingdom will be charged at the applicable
international rate.
(b) On page 46 of the Original Bidder's Statement, in Section 13.3 'How to accept this
Offer', delete subparagraph (i) and replace with the following:
(i) MCM Shares held in uncertificated form (i.e. in CREST)
(i) If your MCM Shares are in uncertificated form, you should take (or
procure to be taken) the action set out below to transfer the MCM
Shares in respect of which you wish to accept the Offer to an escrow
balance (that is, issue a "TTE Instruction"), specifying 3RA26 as the
Escrow Agent, as soon as possible and in any event so that the
transfer to escrow settles no later than 1.00 pm on the date prior to the
Closing Date. Note that settlement cannot take place on weekends or
public holidays (or other times at which the CREST system is non-
operational) – you should therefore ensure you time the input of any
TTE Instruction(s) accordingly.
(ii) If you hold MCM Shares in uncertificated form, but under different
member account IDs you should complete a separate TTE Instruction
in respect of each member account ID.
(iii) The input and settlement of a TTE Instruction in accordance with this
section will constitute an acceptance of the Offer in respect of the
number of MCM Shares so transferred to escrow.
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(iv) If you are a CREST Sponsored Member, you should refer to your
CREST Sponsor before taking any action. Your CREST Sponsor will
be able to confirm details of your participant ID and the member
account ID under which your MCM Shares are held. In addition, only
your CREST Sponsor will be able to send the TTE Instruction to
Euroclear in relation to your MCM Shares.
(v) After settlement of the TTE Instruction, you will not be able to access
the MCM Shares concerned in CREST for any transaction or charging
purposes. If the Offer becomes or is declared unconditional, the
Escrow Agent will withdraw the MCM Shares which will be transferred
to Goldway.
(vi) You are recommended to refer to the CREST Manual published by
Euroclear for further information on the CREST procedures outlined
above.
(vii) You should note that Euroclear does not make available special
procedures in CREST for any particular corporate action. Normal
system timings and limitations will therefore apply in connection with a
TTE instruction and its settlement. You should therefore ensure that all
necessary action is taken by you (or by your CREST sponsor) to
enable a TTE instruction relating to your MCM Shares to settle prior to
1.00pm on the date prior to the Closing Date. In this regard, you are
referred in particular to those sections of the CREST Manual
concerning practical limitations of the CREST system and timings.
(viii) Goldway will make an appropriate announcement if any of the details
contained in this section alter for any reason that is material to MCM
Shareholders.
(j) To accept the Offer
(i) To accept the Offer in its basic form in respect of MCM Shares held in
uncertificated form, you should send (or, if you are a CREST
Sponsored Member, procure that your CREST Sponsor sends) a TTE
Instruction to Euroclear in relation to such shares. A TTE Instruction
must be properly authenticated in accordance with Euroclear's
specifications and must contain, in addition to the other information
that is required for a TTE Instruction to settle in CREST, the following
details:
(A) the number of MCM Shares to be transferred to an escrow
balance;
(B) your member account ID;
(C) your participant ID;
(D) the participant ID of the Receiving Agent. This is 3RA26;
(E) the member account ID of the Escrow Agent. This is
MCMGOL01;
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(F) the intended settlement date. This should be as soon as
possible and in any event not later than 1.00 pm on the date
prior to the Closing Date;
(G) the Corporate Action ISIN. This is MCMGOL01;
(H) the Corporate Action Number for the Offer is allocated by
Euroclear and can be found by reviewing the relevant
corporate action details in CREST;
(I) input with standard TTE Instruction of 80; and
(J) your name and contact telephone number in the shared note
field.
(k) Deposit of MCM Shares into, and withdrawals of MCM Shares from,
CREST
(i) Normal CREST procedures (including timings) apply in relation to any
MCM Shares that are, or are to be, converted from uncertificated to
certificated form, or from certificated to uncertificated form, during the
course of the Offer (whether any such conversion arises as a result of
a transfer of MCM Shares or otherwise). MCM Shareholders who are
proposing to convert any such shares are recommended to ensure
that the conversion procedures are implemented in sufficient time to
enable the person holding or acquiring the MCM Shares as a result of
the conversion to take all necessary steps in connection with an
acceptance of the Offer (in particular, as regards delivery of share
certificate(s) and/or other document(s) of title or transfers to an
escrow balance as described above) prior to 1.00pm on the date prior
to the Closing Date.
(l) Validity of acceptances
(i) Holders of MCM Shares in uncertificated form who wish to accept the
Offer should note that a TTE Instruction will only be valid acceptance
of that Offer as at the relevant closing date if it has settled on or
before 1.00pm on the date prior to the Closing Date. An Acceptance
Form which is received in respect of MCM Shares held in
uncertificated form will not constitute a valid acceptance and will be
disregarded.
(m) Withdrawal of acceptances
(i) In the case of MCM Shares held in uncertificated form, an accepting
MCM Shareholder may, if permitted in accordance with Section
13.5(a) withdraw their acceptance through CREST by sending (or, if a
CREST Sponsored Member, procuring that their CREST Sponsor
sends) an ESA Instruction to settle in CREST in relation to each
Electronic Acceptance to be withdrawn. Each ESA Instruction must,
in order for it to be valid and settle, include the following details:
(A) the number of MCM Shares to be withdrawn, together with
their ISIN number (this is AU000000MCM9);
Page 6
(B) the member account ID of the accepting MCM Shareholder,
together with their participant ID;
(C) the Escrow Agent's participant ID (this is 3RA26) and the
member account ID of the Escrow Agent included in the
relevant Electronic Acceptance (this is MCMGOL01);
(D) the CREST transaction ID of the Electronic Acceptance to be
withdrawn;
(E) the intended settlement date for the withdrawal;
(F) the corporate action number for the Offer allocated by
Euroclear which can be found by viewing the relevant
corporate action details in CREST; and
(G) input with a standard delivery instruction priority of 80.
(ii) Any such withdrawal will be conditional upon the Escrow Agent
verifying that the withdrawal request is validly made. Accordingly, the
Escrow Agent will on behalf of Goldway either reject the withdrawal
by transmitting in CREST a receiving agent reject (AEAD) message
or accept the withdrawal by transmitting in CREST a receiving agent
accept (AEAN) message.
(iii) MCM Shares in respect of which acceptances have been validly
withdrawn may subsequently be re-assented to the Offer following
one of the procedures described in of this Bidder's Statement at any
time while the Offer remains open for acceptance.
(iv) Any question as to the validity (including time of receipt) of any notice
of withdrawal will be determined by Goldway whose determination will
be final and binding. None of Goldway, MCM, the Receiving Agent or
any other person will be under any duty to give notification of any
defect or irregularity in any notice of withdrawal or will incur any
liability for failure to do so.
(n) General
(i) For the purposes of this Bidder's Statement, the time of receipt of a
TTE Instruction, an ESA Instruction or an Electronic Acceptance shall
be the time at which the relevant instruction settles in CREST.
(ii) Neither Goldway nor any person acting on behalf of Goldway, shall
have any liability to any person for any loss or alleged loss arising
from any decision as to the treatment of acceptances of the Offer or
otherwise in connection therewith.
(iii) If you are in any doubt as to the procedures for acceptance, please
contact the UK Receiving Agent, Computershare Investor Services
PLC by post at The Pavilions, Bridgwater Road, Bristol BS13 8AE,
United Kingdom or by telephone on +44 (0) 370 707 4040. Calls are
charged at the standard geographic rate and will vary by provider.
Calls from outside the United Kingdom will be charged at the
Page 7
applicable international rate. The helpline is open between 8.00 am
and 5.30 pm, Monday to Friday excluding public holidays in England
and Wales. Please note that the UK Receiving Agent cannot provide
any financial, legal or tax advice and calls may be recorded and
monitored for security and training purposes. You are reminded that,
if you are a CREST Sponsored Member, you should contact your
CREST Sponsor before taking any action.
(c) On page 50 of the Original Bidder's Statement, in Section 13.5 'The effect of
acceptance', add the following new subparagraphs:
(d) Each MCM Shareholder by whom, or on whose behalf, an Electronic
Acceptance (in respect of MCM Shares held via Depositary Interests held in
CREST is made irrevocably undertakes, represents, warrants and agrees to
and with Goldway and the UK Receiving Agent (so as to bind such MCM
Shareholder and such MCM Shareholder's personal representatives, heirs,
successors and assigns) to the following effect:
(i) that the Electronic Acceptance shall constitute an acceptance of the
Offer in respect of the number of MCM Shares in uncertificated form
to which a TTE Instruction relates on and subject to the terms and
conditions set out or referred to in this Bidder's Statement and that,
subject only to the rights of withdrawal set out in paragraph 13.5(a)
above, each such acceptance and election shall be irrevocable;
(ii) that such MCM Shareholder has not, directly or indirectly, received or
sent copies or originals of this Bidder's Statement, the Acceptance
Form or any related offering documents, in, into or from a Restricted
Jurisdiction, has not utilised in connection with the Offer, directly or
indirectly, the mails or any means or instrumentality (including,
without limitation, by means of facsimile transmission, telephone or
internet) of interstate or foreign commerce of, or any facilities of a
national securities exchange of, a Restricted Jurisdiction, was outside
a Restricted Jurisdiction at the time of the input and settlement of the
relevant TTE Instruction(s), and in respect of the MCM Shares to
which an Electronic Acceptance relates, is not an agent or fiduciary
acting on a non-discretionary basis for a principal, unless such agent
or fiduciary is an authorised employee of such principal or such
principal has given all instructions with respect to the Offer from
outside a Restricted Jurisdiction;
(iii) that no TTE Instruction has been sent from a Restricted Jurisdiction
and such MCM Shareholder is accepting the Offer from outside a
Restricted Jurisdiction;
(iv) that the Electronic Acceptance constitutes, subject to the Offer
becoming unconditional in accordance with its terms and to an
accepting MCM Shareholder not having validly withdrawn their
acceptance, the irrevocable appointment of Goldway and any director
of, or any person authorised by, them as such shareholder's attorney
and/or agent and an irrevocable instruction and authorisation to the
attorney to execute all such documents and do all such acts and
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things as may in the attorney's opinion be necessary or expedient for
the purpose of, or in connection with, the acceptance of the Offer and
to vest the MCM Shares in Goldway or its nominee;
(v) that the Electronic Acceptance constitutes the irrevocable
appointment of the UK Receiving Agent as such shareholder's
attorney and an irrevocable instruction and authority to the attorney (i)
subject to the Offer becoming unconditional in accordance with its
terms and to an accepting MCM Shareholder not having validly
withdrawn their acceptance, to transfer to itself (or to such other
person or persons as Goldway or its agents may direct) by means of
CREST all or any of the MCM Shares in uncertificated form (but not
exceeding the number of MCM Shares in uncertificated form in
respect of which the Offer is accepted or deemed to be accepted);
and (ii) if the Offer does not become unconditional, to give
instructions to Euroclear, immediately after the lapsing of the Offer, to
transfer all such MCM Shares to the original available balance of the
accepting MCM Shareholder;
(vi) that the Electronic Acceptance constitutes, subject to the Offer
becoming unconditional and to an accepting MCM Shareholder not
having validly withdrawn their acceptance, an irrevocable authority
and request to Goldway or its agents to procure the making of a
CREST Payment obligation in favour of the MCM Shareholder's
payment bank in accordance with the CREST Payment arrangements
in respect of any cash consideration to which such shareholder is
entitled, provided that:
(A) Goldway may (if, for reasons outside its reasonable control, it
is not able to effect settlement through CREST) determine
that all or any part of any such cash consideration shall be
paid by cheque despatched by post; and
(B) if the MCM Shareholder concerned is a CREST member
whose registered address is in a Restricted Jurisdiction, any
cash consideration to which such shareholder is entitled may
be paid by cheque despatched by post, in any case at the risk
of such shareholder, and such cheque shall be despatched to
the first named holder at such holder's registered address
outside a Restricted Jurisdiction or as otherwise determined
by Goldway;
(vii) that, subject to the Offer becoming or being declared unconditional
(or if the Offer will become unconditional or lapse immediately upon
the outcome of the resolution in question or if the Panel consents)
and pending registration;
(viii) that such MCM Shareholder will do all such acts and things as shall
be necessary or expedient to vest the MCM Shares in Goldway or its
nominee(s) or such other persons as Goldway may decide and all
such acts and things as may be necessary or expedient to enable the
UK Receiving Agent to perform its functions as Escrow Agent for the
purposes of the Offer;
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(ix) that the creation of a CREST Payment obligation in favour of such
MCM Shareholder's payment bank in accordance with the CREST
Payment arrangements shall, to the extent of the obligation so
created, discharge in full any obligation of Goldway to pay such MCM
Shareholder the cash consideration to which they are entitled
pursuant to the Offer; and
(x) that if any provision of this section shall be unenforceable or invalid or
shall not operate so as to afford Goldway or the UK Receiving Agent
or any director of any of them the benefit or authority expressed to be
given therein, such MCM Shareholder shall with all practicable speed
do all such acts and things and execute all such documents that may
be required to enable Goldway and/or the UK Receiving Agent and/or
any director of either of them to secure the full benefits of this section.
(e) References in this section to an MCM Shareholder shall include references to
the person or persons making an Electronic Acceptance and, if more than one
makes an Electronic Acceptance, these provisions shall apply to them jointly
and severally.
(f) The undertakings and authorities referred to in Section 13.5(c) will remain in
force after you receive the consideration for the Relevant Shares and after
Goldway becomes registered as the holder of the Relevant Shares.
(d) On page 50 of the Original Bidder's Statement, in Section 13.6 'Payment of
consideration', delete subparagraph (b)(i) and replace with the following:
if that document is given with your Acceptance Form, Goldway will provide the
consideration in accordance with Section 13.6(a);
(e) On page 52 of the Original Bidder's Statement, in Section 13.6 'Payment of
consideration', delete subparagraph (g) and replace with the following:
(g) Where an acceptance relates to MCM Shares held in uncertificated form, the
cash consideration in pounds Sterling to which an accepting MCM Shareholder
is entitled shall be paid by means of a CREST Payment in favour of the
accepting MCM Shareholder's payment bank in respect of the cash
consideration due, in accordance with CREST assured payment arrangements.
Goldway reserves the right to settle all or any part of the consideration referred
to in this paragraph, for all or any accepting MCM Shareholder(s), by cheque,
if, for any reason, it wishes to do so, except in circumstances where the
accepting MCM Shareholder has informed the UK Receiving Agent in writing
prior to the Offer becoming or being declared unconditional that it is unwilling to
accept settlement of the consideration by cheque.
2.6. Additional information
(a) On page 61 of the Original Bidder's Statement, in Section 14.1 'Consents', delete the
second paragraph and replace with the following (whereby new changes are
underlined for ease of reference):
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This Bidder's Statement includes statements which are made in, or based on
statements made in, documents lodged with ASIC or given to ASX. Under the terms
of ASIC Corporations (Takeover Bids) Instrument 2023/683, the parties making those
statements are not required to consent to, and have not consented to, inclusion of
those statements in this Bidder's Statement. If you would like to receive a copy of any
of those documents, or the relevant parts of the documents containing the
statements, (free of charge), during the bid period, and you are a Shareholder on the
MCM Australian Register, please call the Goldway Australian Offer Information Line
on 1300 737 760 (for calls made within Australia), +61 2 9290 9600 for calls made
outside Australia). If you would like to receive a copy of any of those documents, or
the relevant parts of the documents containing the statements, (free of charge),
during the bid period, and you are a Shareholder on the MCM United Kingdom
Register, please call the Goldway UK Offer Information Line on +44 (0) 370 707
4040. Calls are charged at the standard geographic rate and will vary by provider.
Calls from outside the United Kingdom will be charged at the applicable international
rate. Calls to these numbers may be recorded. These will be provided within 2
business days of the request. If you would like to receive a copy of any of those
documents, or the relevant parts of the documents containing the statements, (free of
charge), during the bid period, and you are a Shareholder on the MCM South African
Register, please call the Goldway South Africa Offer Information Line on +27 11 305
7346.
(b) On page 63 of the Original Bidder's Statement in Section 14.1 'Consents', add a new
paragraph as follows before the last paragraph:
Computershare Investor Services PLC has given, and not withdrawn before the
lodgement of this Bidder's Statement with ASIC, its written consent to be named in
this Bidder's Statement as the Bidder Parties' security registrar in the form and
context in which it is so named. Computershare Investor Services PLC has not
caused or authorised the issue of this Bidder's Statement, does not make or purport
to make any statement in this Bidder's Statement or any statement on which a
statement in this Bidder's Statement is based and takes no responsibility for any part
of this Bidder's Statement other than any reference to its name.
2.7. Glossary and interpretation
(a) On page 66 of the Original Bidder's Statement in Section 15.1 'Glossary', add a new
subsection (c) to the defined term 'Computershare':
(c) in respect of the United Kingdom, Computershare Investor Services PLC.
(b) On page 67 of the Original Bidder's Statement in Section 15.1 'Glossary', add the
following new defined terms in alphabetical order:
CREST Participant means a person who is, in relation to CREST, a
system-participant (as defined in the CREST
Regulations).
Page 11
CREST Sponsor means a CREST Participant admitted to CREST as a
CREST sponsor.
CREST Sponsored means a CREST member admitted to CREST as a
Member sponsored member.
ESA Instruction means an escrow account adjustment instruction (as
described in the CREST Manual issued by Euroclear
as amended from time to time) in relation to MCM
Shares held in uncertificated form.
Escrow Agent means the Receiving Agent (in its capacity as an
escrow agent as described in the CREST Manual).
Goldway UK Offer means the telephone line of the UK Receiving Agent
Information Line that MCM Shareholders on the MCM United
Kingdom Register can call if they have any questions
in relation to the Offer, being +44 (0) 370 707 4040.
(c) On page 70 of the Original Bidder's Statement in Section 15.1 'Glossary', delete the
defined term for 'UK Receiving Agent' and replace with the following:
UK Receiving Agent means Computershare Investor Services PLC.
2.8. Corporate directory
(a) On page 80 of the Original Bidder's Statement, after the sub-section titled 'Goldway
South African Transfer Secretaries', add the following wording:
Goldway UK Registry
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol
BS13 8AE
United Kingdom
(b) On page 81 of the Original Bidder's Statement, beneath the subheading 'Goldway UK
Offer Information Line', delete the wording 'To be confirmed.' and replace with the
following:
+44 (0) 370 707 4040
Monday to Friday between 8.00am and 5.30pm (London time)
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3. Approval of Supplementary Bidder's Statement
A copy of this document was lodged with ASIC on 15 February 2024. This Supplementary
Bidder's Statement prevails to the extent of any inconsistency with the Original Bidder's
Statement. Neither ASIC nor any of its officers takes any responsibility for the contents of this
Supplementary Bidder's Statement.
3.1. Authorisation
This Supplementary Bidder's Statement has been approved by a resolution passed by the
sole director of Goldway.
Signed for on behalf of
Goldway Capital Investment Limited
Mr Jun Liu
Sole Director
Date: 15 February 2024
Page 13
Date: 15-02-2024 09:00:00
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