Wrap Text
Goldway Capital Investment Limited - Sixth 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
18 April 2024
Goldway Capital Investment Limited - Sixth 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, fourth supplementary bidder's statement dated 28 March 2024, and
fifth supplementary bidder's statement dated 15 April 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 sixth
supplementary bidder's statement dated 18 April 2024 (Sixth Supplementary Bidder's Statement)
is enclosed.
A copy of the Sixth Supplementary Bidder's Statement has today been lodged with the Australian
Securities and Investments Commission and served on MCM.
Sixth 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.
Page 1
Sixth Supplementary Bidder's Statement
1. Introduction
This document is the sixth supplementary bidder's statement (Sixth 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),
fourth supplementary bidder's statement dated and lodged with ASIC on 28 March 2024
(Fourth Supplementary Bidder's Statement) and fifth supplementary bidder's statement
dated and lodged with ASIC on 15 April 2024 (Fifth 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 Sixth 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 Sixth 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, Fourth
Supplementary Bidder's Statement and Fifth Supplementary Bidder's Statement. Unless the
context otherwise requires, terms defined in this Sixth Supplementary Bidder's Statement
have the same meaning as in the Original Bidder's Statement.
This Sixth Supplementary Bidder's Statement is dated 18 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 Sixth 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. Change of opinion by IBC
Goldway refers MCM Shareholders to the announcement of the Independent Board
Committee of MCM (IBC) of 10 April 2024 and, in particular, the IBC's reasons for MCM
Shareholders to ACCEPT the Offer being:
a) Goldway's intentions to delist MCM, amongst others, as outlined in its various bidder's
statements including the Fifth Supplementary Bidder's Statement;
b) Goldway may exercise rights for compulsory acquisition of all remaining MCM Shares if
Goldway acquires a relevant in 91.08% or more of the MCM Shares;
c) the limited liquidity in the trading of MCM Shares on the ASX, AIM and JSE; and
d) there is, in the view of the IBC, no likelihood of an alternative bid or competing
proposal on more favourable terms arising in the near term.
3. 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.
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.
4. On market purchases
In accordance with ASIC Market Integrity Rule 5.13.1 and 5.14.1 and the Corporations
Act, Goldway reserves, and may at any time exercise, the right to acquire MCM Shares
on-market at or below A$0.16 per Share during the bid period (as defined in the Market
Integrity Rules).
MCM Shareholders who sell their MCM Shares on the ASX will receive payment on a T+2
basis (being two Business Days after the date of the relevant transaction). MCM Shareholders
who sell MCM Shares on the ASX cannot subsequently accept the Offer in respect of their
MCM Shares sold on the ASX. In addition, MCM Shareholders who sell Shares on the ASX
may incur brokerage charges and GST on brokerage charges which they may not incur if they
accept the Offer. In respect of ASX, Goldway has appointed Morgans Financial Limited
(Morgans) to make such purchases on its behalf. Morgans is unable to give sellers advice in
respect of the proposed purchases of MCM Shares.
5. Consents and approval of the Sixth Supplementary Bidder's Statement
This Sixth 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 Sixth 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
Page 3
(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 18 April 2024. This Sixth 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, Fourth Supplementary Bidder's
Statement or Fifth Supplementary Bidder's Statement. Neither ASIC nor any of its officers
takes any responsibility for the contents of this Sixth Supplementary Bidder's Statement.
Authorisation
This Sixth 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: 18 April 2024
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Date: 18-04-2024 10:00:00
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