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Goldway Capital Investment Limited - Fifth 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 April 2024
Goldway Capital Investment Limited - Fifth Supplementary Bidder's Statement
Goldway Capital Investment Limited (company registration number 3294426) (Goldway) refers to its
bidder's statement dated 2 February 2024, first supplementary bidder's statement dated 15 February
2024, second supplementary bidder's statement dated 14 March 2024, third supplementary bidder's
statement dated 21 March 2024 and fourth supplementary bidder's statement dated 28 March 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 fifth
supplementary bidder's statement dated 15 April 2024 (Fifth Supplementary Bidder's Statement) is
enclosed.
A copy of the Fifth Supplementary Bidder's Statement has today been lodged with the Australian
Securities and Investments Commission and served on MCM.
Fifth Supplementary Bidder's Statement
ACCEPT
Offer by
Goldway Capital Investment Limited
CR No. 3294426
to acquire all of your ordinary shares in
MC Mining Limited ACN 008 905 388
for
A$0.16 cash per MCM Share
TO ACCEPT THE OFFER YOU MUST
Complete and sign the Acceptance Form accompanying the Original
Bidder's Statement and return it to the address set out on the form
before the Offer closes.
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.
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Fifth Supplementary Bidder's Statement
1. Introduction
This document is the fifth supplementary bidder's statement (Fifth Supplementary Bidder's
Statement) to the bidder's statement dated and lodged with ASIC on 2 February 2024
(Original Bidder's Statement) and to the first supplementary bidder's statement dated and
lodged with ASIC on 15 February 2024 (First Supplementary Bidder's Statement), second
supplementary bidder's statement dated and lodged with ASIC on 14 March 2024 (Second
Supplementary Bidder's Statement), third supplementary bidder's statement dated and
lodged with ASIC on 21 March 2024 (Third Supplementary Bidder's Statement) and fourth
supplementary bidder's statement dated and lodged with ASIC on 28 March 2024 (Fourth
Supplementary 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 Fifth 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 Fifth Supplementary Bidder's Statement supplements and should be read together with
the Original Bidder's Statement, the First Supplementary Bidder's Statement, the Second
Supplementary Bidder's Statement, Third Supplementary Bidder's Statement and Fourth
Supplementary Bidder's Statement. Unless the context otherwise requires, terms defined in
this Fifth Supplementary Bidder's Statement have the same meaning as in the Original
Bidder's Statement.
This Fifth Supplementary Bidder's Statement is dated 15 April 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 Fifth 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.
Page 2
2. Goldway's intentions to replace the Board and delist MCM
As of Friday, 5 April 2024, Goldway had increased its relevant interest in MCM to 83.67%.
As previously stated in:
a) Section 8.2 of the Original Bidder's Statement, if Goldway acquires a relevant interest
in 91.08% or more of the MCM Shares, and becomes entitled to proceed to compulsory
acquisition of any outstanding MCM Shares in accordance with Part 6A.1 of the
Corporations Act, Goldway's current intentions are as follows:
i. Goldway may proceed with compulsory acquisition of the outstanding MCM
Shares in accordance with the provisions of Part 6A.1 of the Corporations Act; and
ii. Goldway will apply for termination of the official quotation of the MCM Shares on
the ASX and arrange for MCM to be removed from the official list of the ASX as
well as from its secondary listing on AIM and JSE subject to obtaining the
necessary South African Reserve Bank and JSE approvals in respect of the JSE
listing
iii. Goldway will replace the members of the MCM Board with the nominees of
Goldway.
b) Section 8.3 of the Original Bidder's Statement, if MCM becomes a controlled entity of
the Bidder Parties, but Goldway is not entitled to proceed to compulsory acquisition in
accordance with Part 6A.1 of the Corporations Act, after the end of the Offer Period:
i. Goldway intends (subject to the Corporations Act and the constitution of MCM), to
seek to replace some of the members of the MCM Board;
ii. Goldway will propose that the MCM Board apply for termination of the official
quotation of the MCM Shares on the ASX and arrange for MCM to be removed
from the official list of the ASX, JSE and AIM subject to obtaining the necessary
South African Reserve Bank and JSE approvals in respect of the JSE listing.
3. Significant potential risks of not accepting
Goldway wishes to highlight the following risks for MCM Shareholders if the Offer is NOT
accepted:
a) MCM Share price may fall once the Offer closes;
b) non-accepting MCM Shareholders will become a minority shareholder in a company
controlled by Goldway and the Bidder Parties;
c) share trading liquidity may be significantly reduced, making it difficult to sell your MCM
Shares once the Offer closes and particularly where Goldway pursues its intention to
delist MCM.
4. Timetable
The Offer Period for Goldway's Offer will close at 7.00pm (Sydney time) / 11.00am (South
Africa time) on Monday, 22 April 2024. If you hold your MCM Shares via UK Depositary
Interest, the deadline to accept the Offer in CREST is 1pm on 19 April 2024 (UK time).
MCM Shareholders wishing to accept the Offer, who hold their MCM Shares through
custodians or trustees, will NEED TO INSTRUCT THEIR CUSTODIAN OR TRUSTEE (AS
APPLICABLE) AS SOON AS POSSIBLE so as to give them sufficient time to accept the
Offer before it closes.
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The Offer Price of A$0.16 per MCM Share is the best and final price and will not be increased
in the absence of a competing proposal.
Goldway refers MCM Shareholders to the announcement of the Independent Board
Committee of MCM of 10 April 2024 and, in particular, their opinion that there is no likelihood
of an alternative bid or competing proposal on more favourable terms arising in the near term,
and their belief that shareholders should now consider accepting the Offer.
5. Further information on ASIC relief to extend the Offer Period
Goldway wishes to give MCM Shareholders further information in relation to the ASIC relief
obtained on 4 April 2024, on the basis of which, Goldway was able to initially extend the Offer
period to 7.00pm (Sydney time) / 10.00am (South Africa time) on Friday, 19 April 2024.
Goldway notes the following:
a) Goldway confirms that it acquired a relevant interest of 83.67% in MCM prior to the
original close of the Offer period at 7.00pm (Sydney time) / 10.00am (South Africa time)
on Friday, 5 April 2024 (Original Close Time). However, Goldway was not able to
receive notification from the South African registry, for acceptances received by the
South African registry up to the Original Close Time, until around 11:20pm (Sydney
time) on Friday, 5 April 2024 i.e. after the Original Close Time.
b) The ASIC relief granted to allow the Offer extension by Goldway was necessary in
order for Goldway to determine whether the 50.1% minimum acceptance condition
(Minimum Acceptance Condition) had been satisfied before the Original Close Time.
Given it is market practice that South African share acceptances are only processed
once a week on a Friday and the time differences between South Africa and Victoria,
Australia, Goldway was only able to receive the South African registry report around
11.20pm (Melbourne time) on Friday, 5 April 2024. Therefore, without the ASIC relief
being granted, it would not have been possible for Goldway to know it had satisfied the
Minimum Acceptance Condition despite the relevant acceptances having been received
before the Original Close Time across the relevant jurisdictions. Upon receiving the
South African registry report, Goldway determined that it had in fact acquired 83.67%
before the Original Close Time.
c) Additionally, there were delays arising from the UK Depositary Interests on AIM as
these arrangements typically require a custodian to hold the underlying MCM Shares
and the process involves a MCM Shareholder in the UK issuing instructions to their
broker who then issues those instructions to the custodian, who then issues those
instructions to the MCM share registry in the UK. Goldway became aware that there
had been acceptances by MCM Shareholders in the UK which had been communicated
to certain custodians much earlier in the Offer period, however, those custodians
delayed communicating those acceptances to the MCM UK share registry. Goldway
had also received verbal confirmation from a particular custodian that an acceptance
would be processed, however, the custodian missed several deadlines that they had
indicated to Goldway by which those acceptances would be processed. Due to these
unforeseen delays which became apparent only close to the Original Close Time,
Goldway became concerned that the acceptances from MCM Shareholders in the UK
would not be known until after the Original Close Time, despite having been made
Page 4
during the Offer period, which would impact Goldway's ability to determine whether it
had satisfied the Minimum Acceptance Condition within the Offer period.
d) Furthermore, a key reason for Goldway seeking ASIC relief for the Offer extension was
because MCM's independent expert report (IER) was significantly delayed by two
weeks and was only provided to MCM Shareholders on Monday, 18 March 2024 via a
supplementary target's statement (instead of being included with the target's statement
provided on 4 March 2024 pursuant to the statutory timeframes in the Corporations
Act). In particular, Goldway became aware that in respect of a specific major MCM
Shareholder in South Africa, the internal process to decide whether to accept the Offer
commenced only after the IER was announced which would then trigger a thorough
internal process that requires various levels of management to "sign-off" on the
decision to accept the Offer. This fact, in conjunction with the weekly reporting limitation
in South Africa (as outlined in paragraph 6(a) and (b) above), amplified the delay. This
meant that, although Goldway was aware of the acceptance instruction being
communicated by that MCM Shareholder prior to the Original Close Time, Goldway had
no certainty that the acceptance would be received by the Original Close Time until it
received the report from the South African registry (which arrived at 11:20pm
(Melbourne time) on Friday, 5 April 2024).
e) The availability of the ASIC relief was critical since, in the absence of the relief,
Goldway would not have been able to know, before the Original Close Time, that the
Offer could be declared unconditional in order for Goldway to extend its bid in reliance
on the Corporations Act.
6. Consents and approval of the Fifth Supplementary Bidder's Statement
This Fifth Supplementary 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 Fifth Supplementary 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 Offer Period, please call the relevant Goldway Offer Information
Line. Goldway will provide these within 2 Business Days of the request.
A copy of this document was lodged with ASIC on 15 April 2024. This Fifth Supplementary
Bidder's Statement prevails to the extent of any inconsistency with the Original Bidder's
Statement, the First Supplementary Bidder's Statement, the Second Supplementary Bidder's
Statement, Third Supplementary Bidder's Statement or Fourth Supplementary Bidder's
Statement. Neither ASIC nor any of its officers takes any responsibility for the contents of this
Fifth Supplementary Bidder's Statement.
Authorisation
This Fifth 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
Page 5
Mr Jun Liu
Sole Director
Date: 15 April 2024
Page 6
Date: 15-04-2024 08:00:00
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