Wrap Text
Goldway Capital Investment Limited - Notice of Variation of Offer (Extension of Offer
Period)
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
4 April 2024
The Manager
Markets Announcements Office
Australian Securities Exchange
Level 50, South Tower, Rialto
525 Collins Street
Melbourne VIC 3000
Dear Manager
Goldway Capital Investment Limited - Notice of Variation of Offer (Extension of Offer
Period)
Goldway Capital Investment Limited (company registration number 3294426) (Goldway)
refers to its off-market takeover offer for all of the ordinary shares in MC Mining Limited ACN
008 905 388 (ASX: MCM) (Offer).
Goldway attaches by way of service:
i. pursuant to section 650D of the Corporations Act 2001 (Cth) (as modified by
ASIC Corporations (Takeover Bids) Instrument 2023/683) (Corporations Act) a
notice extending the period during which the Offer will remain open for
acceptance to 7.00pm (Sydney time) / 10.00am (South Africa time) on Friday,
19 April 2024; and
ii. pursuant to section 630(2) of the Corporations Act a notice of the new date for
giving notice on the status of the conditions of the Offer set out in Section 13.9 of
Goldway's bidder's statement dated 2 February 2024 as a result of the extension
of the period during which the Offer will remain open for acceptance.
The Offer was due to close at 7.00pm (Sydney time) / 10.00am (South Africa time) on
Friday, 5 April 2024. ASIC has granted relief to Goldway to allow Goldway to extend the
close of the Offer period from 7.00pm (Sydney time) / 10.00am (South Africa time) on Friday,
5 April 2024 to 7.00pm (Sydney time) / 10.00am (South Africa time) on Friday, 19 April 2024.
Absent such ASIC relief, section 650C(2) of the Corporations Act prevents Goldway from
extending the Offer after giving of a notice of status of defeating conditions under section
630(3) of the Corporations Act (which Goldway gave on Friday, 22 March 2024) if the Offer
remains subject to one or more defeating conditions. The Offer remains subject to defeating
conditions and a notice of status of defeating conditions will be released on ASX, RNS and
SENS on Friday, 5 April 2024.
The notice was lodged with the Australian Securities and Investments Commission and sent
to ASX and MCM today.
Key Dates
The Key Dates in respect of the Offer are as follows:
Notice of status of defeating conditions released on ASX, Friday, 5 April 2024
RNS and SENS
Anticipated date of finalisation and currency conversion Tuesday, 9 April 2024
announcement released on ASX, RNS and SENS (by 11:00
SA time)
Last day to trade in MCM Shares on the JSE in order to Tuesday, 16 April 2024
participate in the Offer
Last day to trade in MCM Shares on ASX and AIM in order Wednesday, 17 April 2024
to participate in the Offer
MCM Shares trade 'ex' the Offer on the JSE Wednesday, 17 April 2024
MCM Shares trade 'ex' the Offer on ASX and AIM Thursday, 18 April 2024
Register Acceptance Date to determine which MCM Friday, 19 April 2024
Shareholders on the MCM South African Register are
eligible to accept the Offer
Register Acceptance Date to determine which MCM Friday, 19 April 2024
Shareholders on the MCM Australian Register are eligible
to accept the Offer
Register Acceptance Date to determine which MCM Friday, 19 April 2024
Shareholders on the MCM United Kingdom Register are
eligible to accept the Offer
Page 2
Offer closes (unless extended accordance with the 7.00pm (Sydney time) /
Corporations Act) 10.00am (SA time) on
Friday, 19 April 2024
Offer Consideration credited to dematerialised MCM Monday, 29 April 2024
Shareholders who hold their MCM Shares on the MCM
South African Register (see note 4 below)
Offer Consideration paid to Certificated MCM Monday, 29 April 2024
Shareholders who hold their MCM Shares on the MCM
South African Register (subject to receipt by
Computershare of documents of title on or prior to
10.00am on the Closing Date and a duly completed yellow
SA Acceptance Form (see note 4 below)
Offer Consideration paid by means of a CREST Payment in Monday, 29 April 2024
favour of an accepting MCM Shareholder who hold their
MCM Shares on the MCM United Kingdom Register
Offer Consideration paid by means of EFT or cheque Monday, 29 April 2024
(posted by ordinary mail at the risk of the MCM
Shareholder concerned) to MCM Shareholders who hold
their MCM Shares on the MCM Australian Register
Results of Offer announced on ASX, RNS and SENS Monday, 29 April 2024
1. Please note that the above dates are indicative only and subject to change. MCM shareholders will be
advised of any change by release of an announcement on ASX, RNS and SENS.
2. No dematerialisation or rematerialisation of MCM Shares held on the MCM South African Register may
take place between the date MCM Shares trade 'ex' the Offer on the JSE and the Register Date, both
days inclusive.
3. No transfers between the MCM South African Register, the MCM Australian Register and the MCM
United Kingdom Register may take place between the currency conversion date, being the date on which
the currency conversion rate is announced, and the Register Date, both days inclusive.
4. The Offer Consideration will be paid to MCM Shareholders who hold their MCM Shares on the MCM
South African Register within 6 business days after accepting the Offer or the publication of the
finalisation announcement, whichever is the later.
Yours faithfully
Jun Liu
Sole Director
Goldway Capital Investment Limited
(company registration number 3294426)
Page 3
Goldway Capital Investment Limited
CR No. 3294426
NOTICE OF VARIATION OF OFFER - EXTENSION OF OFFER PERIOD
Sections 650D and 630(2)(b) of the Corporations Act 2001 (Cth)
To: Australian Securities and Investments Commission (ASIC)
ASX Limited
MC Mining Limited ACN 008 905 388 (MCM)
Each MCM shareholder, and other person, referred to in section 650D(1)(c) of the
Corporations Act 2001 (Cth) (as modified by ASIC Corporations (Takeover Bids)
Instrument 2023/683)
Goldway Capital Investment Limited (company registration number 3294426) (Goldway) has
made offers under an off-market takeover bid for all of the ordinary shares in MCM (Offer).
The Offer is contained in the bidder's statement issued by Goldway dated 2 February 2024
(as supplemented on 15 February 2024, 14 March 2024, 21 March 2024 and 28 March
2024) (Bidder's Statement).
Goldway notes that under the Bidder's Statement, the Offer was due to close at 7.00pm
(Sydney time) / 10.00am (South Africa time) on Friday, 5 April 2024 (unless extended further
under the Corporations Act 2001 (Cth) (Corporations Act)).
ASIC relief to extend the Offer period
Goldway wishes to advise that it applied for ASIC relief to further extend the Offer to 7.00pm
(Sydney time) / 10.00am (South Africa time) on Friday, 19 April 2024 (representing a further
extension to the Offer of fourteen days). Absent such ASIC relief, Goldway would not
otherwise be able to further extend the Offers, as:
i. the Offer remains subject to a 50.1% minimum acceptance condition which
cannot be waived by Goldway; and
ii. section 650C(2) of the Corporations Act prevents Goldway from extending the
Offer after the giving of a notice of status of defeating conditions under section
630(3) of the Corporations Act (which Goldway gave on Friday, 22 March 2024) if
the Offer remains subject to one or more defeating conditions.
Goldway sought the further fourteen day extension to allow sufficient time to allow MCM
shareholders who have not yet accepted the Offer the opportunity to do so.
Extension of Offer period
ASIC has advised that it has decided to grant the relief sought by Goldway. As such,
Goldway gives notice under section 650D(1) of the Corporations Act that it varies the Offer
by:
i. extending the close of the Offer period from 7.00pm (Sydney time) / 10.00am
(South Africa time) on Friday, 5 April 2024 to 7.00pm (Sydney time) / 10.00am
(South Africa time) on Friday, 19 April 2024; and
ii. substituting the date "5 April 2024" with the date "19 April 2024" in the Bidder's
Statement, the Acceptance Form and in all other instances where 5 April 2024
appears (or is deemed to appear) as the last day of the Offer period.
Page 4
New date for giving notice of status of conditions which the Offer is subject
Goldway gives notice under section 630(2) of the Corporations Act that:
i. the new date for giving notice of the status of the conditions of the Offer is Friday,
5 April 2024; and
ii. as at the date of this notice:
a. the defeating condition set out in paragraph (h) of Section 13.9 of the
Bidder's Statement (No prescribed occurrences prior to dispatch) has
been fulfilled on 2 February 2024 (as stated in the notice given by
Goldway under section 630(3) of the Corporations Act on 22 March
2024); and
b. no other defeating condition set out in Section 13.9 of the Bidder's
Statement have been fulfilled and accordingly, the Offer remains subject
to those defeating conditions.
A copy of this notice was lodged with ASX and ASIC on 4 April 2024. Neither ASX nor ASIC
takes any responsibility for the contents of this notice.
A copy of this notice is also being posted by Goldway to each MCM shareholder, and other
person, referred to in section 650D(1)(c) of the Corporations Act (as modified by ASIC
Corporations (Takeover Bids) Instrument 2023/683).
Date: 4 April 2024
Jun Liu
Sole Director
Goldway Capital Investment Limited
Page 5
Date: 04-04-2024 08:11:00
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