Trident Royalties Announces Results of Court Meeting and General Meeting

Trident Royalties Announces Results of Court Meeting and General Meeting

 

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.

 

RECOMMENDED CASH ACQUISITION

 

of

 

TRIDENT ROYALTIES PLC

 

by

 

DETERRA GLOBAL HOLDINGS PTY LTD

 

(a direct wholly owned subsidiary of Deterra Royalties Limited)

 

to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006

 

RESULTS OF COURT MEETING AND GENERAL MEETING HELD ON 26 JULY 2024

 

LONDON, UNITED KINGDOM / ACCESSWIRE / July 27, 2024 / On 13 June 2024, the boards of Deterra Global Holdings Pty Ltd ("Bidco") and Trident Royalties PLC ("Trident") announced that they had agreed the terms of a recommended cash acquisition of Trident by Bidco pursuant to which Bidco will acquire the entire issued and to be issued share capital of Trident (the "Acquisition").

 

The Acquisition is being effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme") and is subject to the terms and conditions set out in the shareholder circular relating to the Scheme published by Trident on 4 July 2024 (the "Scheme Document").

 

Capitalised terms used but not defined in this announcement have the meanings given to them in the Scheme Document. All references to times are to London, UK, times unless otherwise stated.

 

Court Meeting and General Meeting

 

The Trident Board is pleased to announce the results of the Court Meeting and General Meeting held today in connection with the Acquisition.

 

At the Court Meeting, as set out in detail below, the requisite majorities of Scheme Shareholders voted in favour of the resolution to approve the Scheme.

 

At the General Meeting, as set out in detail below, the requisite majority of Trident Shareholders voted to pass the special resolution proposed at the General Meeting.

 

Full details of the resolutions that were proposed are set out in the notices of the Court Meeting and General Meeting contained in the Scheme Document.

 

Voting Results of the Court Meeting

 

The Court Meeting sought approval of the Scheme from holders of Scheme Shares. The results of the poll at the Court Meeting are set out in the table below. Each Scheme Shareholder present in person or by proxy was entitled to one vote for each Scheme Share held at the Voting Record Time.

 



 
                        

Results of Court Meeting

FOR(4)

AGAINST

TOTAL

Number of Scheme Shares voted

178,537,347

4,121,553

182,658,900

Percentage of Scheme Shares voted(1)

97.74%

2.26%

100%

Number of Scheme Shareholders who voted(5)

34

12

40(2)

Percentage of Scheme Shareholders who voted(1) (5)

28.57%

10.08%

33.61%

Number of Scheme Shares voted as a percentage of the issued ordinary share capital eligible to be voted at the Court Meeting(1)(3)

60.92%

1.41%

62.32%

 

(1) Rounded to two decimal places.

 

(2) This is fewer than the total of the number of Scheme Shareholders shown as having voted "for" and "against" as a result of multiple accounts being held within the same registered shareholding in some cases.

 

(3) The total number of Scheme Shares in issue and eligible to vote on the Scheme at the Voting Record Time was 293,079,382.

 

(4) Includes proxy appointments which gave discretion to the Chair of the Court Meeting.

 

(5) Where a Scheme Shareholder has cast some of their votes "for" and some of their votes "against" the resolution, such Scheme Shareholder has been counted as having voted both "for" and "against" the resolution for the purposes of determining the number of Scheme Shareholders who voted as set out in this column. In this instance, 6 Scheme Shareholders voted both "for" and "against" the Scheme and are therefore counted twice when calculating percentages, however, only 40 Scheme Shareholders voted in total.

 

Voting Results of the General Meeting

 

The General Meeting sought approval of a resolution for the purpose of giving effect to the Scheme and associated amendments to the articles of association of the Company (the "Resolution"). The Resolution was duly passed by the requisite majority.

 

The results of the poll at the General Meeting are set out in the table below. Each Trident Shareholder present in person or by proxy was entitled to one vote for each Trident Share held at the Voting Record Time.

 
                       

 

FOR(5)

AGAINST

TOTAL

WITHHELD(1)

Special Resolution

No. of votes

% of votes(2)

% of total(3)

No. of votes

% of votes(2)

% of total(3)

No. of votes(4)

No. of votes

Implementation of the Scheme

178,047,289

96.08%

60.75%

7,266,650

3.92%

2.48%

185,313,939

35,423

 

(1) A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes 'for' or 'against' the Special Resolution.

 

(2) Rounded to two decimal places.

 

(3) The total number of Trident Shares in issue at the Voting Record Time was 293,079,382.

 

(4) Shows the percentage of Trident Shares voted as a percentage of the total number of Trident Shares in issue.

 

(5) Includes proxy appointments which gave discretion to the Chair of the General Meeting.

 

Expected Timetable of Principal Events

 

The Scheme remains subject to the satisfaction or (where applicable) waiver of the remaining Conditions (as set out in Part 3 of the Scheme Document), including the Court sanctioning the Scheme at the Scheme Sanction Hearing, which is expected to be held on 29 August 2024.

 

The expected timetable of principal events for the implementation of the Scheme remains as set out in the announcement made by Trident on 17 July 2024 and is also set out in the Appendix to this announcement. Any updates to the expected timetable will be announced through a Regulatory Information Service.

 

Enquiries:

 
                                                                

Bidco / Deterra

+61 8 6277 8880

Julian Andrews, Managing Director

 

Bronwyn Kerr, General Counsel and Company Secretary

 

 

 

J.P. Morgan (Financial adviser to Bidco and Deterra)

+44 (0) 20 3493 8000

Mathew Hocking

 

Jamie Riddell

 

James Robinson

 

Jonty Edwards

 

 

 

Gresham (Financial adviser to Bidco and Deterra)

+61 2 9224 0210

Neville Spry

 

Michael Smith

 

Tom Waddell

 

 

 

Trident

 

Adam Davidson, Chief Executive Officer

+1 (757) 208-5171

Richard Hughes, Chief Financial Officer

+44 (0) 7967 589997

 

 

BMO (Rule 3 adviser and financial adviser to Trident)

+44 (0)20 7236 1010

Gary Mattan

 

Tom Rider

 

Andrew Cameron

 

Nick Macann

 

 

 

Grant Thornton (AIM Nominated Adviser)

+44 (0)20 7383 5100

Colin Aaronson

 

Samantha Harrison

 

 

 

St Brides Partners Ltd (Financial PR & IR)

+44 20 7236 1177

Susie Geliher

 

Charlotte Page

 

 

Important Notices Relating to Financial Advisers

 

J.P. Morgan Securities Australia Limited, together with its affiliate, J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove") and is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated by the PRA and the Financial Conduct Authority, (together, "J.P. Morgan") is acting as joint financial adviser exclusively for Bidco and Deterra and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Bidco and Deterra for providing the protections afforded to clients of J.P. Morgan or its affiliates, nor for providing advice in relation to any matter or arrangement referred to herein.

 

Gresham Advisory Partners Limited (ABN 88 093 611 413) ("Gresham") is acting as joint financial adviser for the Wider Deterra Group only in Australia, in connection with the matters set out in this announcement. Gresham is authorised to provide financial services to wholesale clients in Australia only, under Australian Financial Services License no. 247113. Neither Gresham nor any of its subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Gresham in connection with this announcement, any statement or other matter or arrangement referred to herein or otherwise.

 

BMO Capital Markets Limited ("BMO"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as Rule 3 adviser and financial adviser for Trident and for no one else in connection with the matters set out or referred to in this announcement and will not be responsible to anyone other than Trident for providing the protections offered to clients of BMO nor for providing advice in relation to the matters set out or referred to in this announcement. Neither BMO nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of BMO in connection with this announcement, its contents and/or any matter or statement set out or referred to herein or otherwise.

 

Grant Thornton UK LLP ("Grant Thornton") is authorised and regulated in the United Kingdom by the Financial Conduct Authority and is acting as nominated adviser for Trident and for no one else in connection with the matters set out or referred to in this announcement and will not be responsible to anyone other than Trident for providing the protections offered to clients of Grant Thornton nor for providing advice in relation to the matters set out or referred to in this announcement. Neither Grant Thornton nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Grant Thornton in connection with this announcement, any matter or statement set out or referred to herein or otherwise.

 

Further Information

 

This announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer or invitation to purchase, otherwise acquire, subscribe for, exchange, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise.

 

The Acquisition will be subject to English law and to the applicable requirements of the Code, the Panel, the AIM Rules, the London Stock Exchange and the FCA.

 

The Acquisition is being made solely by the Scheme Document (or, in the event that the Acquisition is to be implemented by means of a Takeover Offer, the Offer Document), which, together with the Forms of Proxy, will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Scheme. Any voting decision or response in relation to the Acquisition should be made solely on the basis of the information contained in the Scheme Document (or, in the event that the Acquisition is to be implemented by means of a Takeover Offer, the Offer Document). Trident Shareholders are advised to read the formal documentation in relation to the Acquisition carefully once it has been published. Each Trident Shareholder is urged to consult their independent professional adviser regarding the tax consequences of the Acquisition.

 

This announcement does not constitute a prospectus or a prospectus equivalent document.

 

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or from an independent financial adviser duly authorised under the FSMA.

 

Overseas Shareholders

 

The release, publication or distribution of this announcement in or into certain jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore any persons who are not resident in the United Kingdom or who are subject to the laws of any jurisdiction other than the United Kingdom (including Restricted Jurisdictions) should inform themselves about, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the United Kingdom or who are subject to the laws of another jurisdiction to vote their Trident Shares in respect of the Scheme at the Court Meeting or the General Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located or to which they are subject. Any failure to comply with applicable legal or regulatory requirements of any jurisdiction may constitute a violation of securities laws or regulations in that jurisdiction. To the fullest extent permitted by applicable law or regulations, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

 

This announcement has been prepared for the purpose of complying with English law and the 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 England.

 

Unless otherwise determined by Bidco or required by the Code, and permitted by applicable law and regulation, the Acquisition will not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, a Restricted Jurisdiction or any other jurisdiction where to do so would violate the laws in that jurisdiction, and the Acquisition will not be capable of acceptance by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws in that jurisdiction. Accordingly, copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction or any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction or any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction. Doing so may render invalid any related purported vote in respect of acceptance of the Acquisition.

 

Further details in relation to Trident Shareholders in overseas jurisdictions is contained in the Scheme Document.

 

Notice to U.S. Investors in Trident

 

The Acquisition relates to the shares of a company registered under the laws of England and Wales and is proposed to be made by way of a scheme of arrangement provided for under Part 26 of the Companies Act. This announcement, the Scheme Document and certain other documents relating to the Acquisition have been or will be prepared in accordance with English law, the Code and UK disclosure requirements, format and style, all of which differ from those in the United States. The Acquisition, implemented by way of a scheme of arrangement, is not subject to the tender offer rules or the proxy solicitation rules under the U.S. Exchange Act of 1934, as amended (the "U.S. Exchange Act"). Accordingly, the Acquisition is subject to the procedural and disclosure requirements of and practices applicable in the UK to a scheme of arrangement involving a target company in England with its securities admitted to trading on the London Stock Exchange, which differ from the procedural and disclosure requirements of U.S. tender offer and proxy solicitation rules. If, in the future, Bidco exercises its right to implement the Acquisition by way of a Takeover Offer and determines to extend the Takeover Offer into the United States, the Takeover Offer will be made in compliance with applicable U.S. laws and regulations including without limitation and to the extent applicable, under Section 14(e) of the U.S. Exchange Act and Regulation 14E thereunder as well as the U.S. Securities Act of 1933, as amended. Such a Takeover Offer would be made in the United States by Bidco and no one else.

 

The financial information that is included in this announcement or the Scheme Document, or that may be included in any other documents relating to the Acquisition, has been or will be prepared in accordance with International Financial Reporting Standards or other reporting standards or accounting practice applicable in the United Kingdom and thus may not be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with U.S. generally accepted accounting principles. None of the financial information in this announcement has been audited in accordance with auditing standards generally accepted in the United States or the auditing standards of the Public Company Accounting Oversight Board (United States).

 

It may be difficult for U.S. Trident Shareholders to enforce their rights and any claim arising out of the U.S. federal securities laws or the laws of any state or other jurisdiction in the United States in connection with the Acquisition, because Trident is located in a non-U.S. country, and some or all of its officers and directors may be residents of a non-U.S. country. U.S. Trident Shareholders may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of the U.S. federal securities laws or the laws of any state or other jurisdictions in the United States. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's jurisdiction or judgment.

 

U.S. Trident Shareholders also should be aware that the Acquisition may have tax consequences in the United States and that such consequences, if any, are not described herein. The receipt of cash by a U.S. holder of Trident Shares as consideration for the transfer of its Scheme Shares pursuant to the Scheme may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws.

 

U.S. Trident Shareholders (including U.S. holders) are urged to consult with legal, tax and financial advisers in connection with making a decision regarding the Acquisition.

 

Notice to Trident Shareholders in Australia

 

To the extent that this announcement is received by a Trident Shareholder in Australia, it is provided in reliance upon ASIC Corporations (Unsolicited Offers-Foreign Bids) Instrument 2015/1070.

 

Forward-looking Statements

 

This announcement (including any information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by Deterra, Bidco or Trident contain statements which are, or may be deemed to be, "forward-looking statements" with respect to Deterra, Bidco, Trident and the Enlarged Deterra Group. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "aim", "will", "may", "would", "could" or "should" or other words of similar meaning or the negative thereof. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, economic performance, synergies, financial conditions, market growth, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the operations of the Deterra Group or the Trident Group; and (iii) the effects of government regulation on the business of the Deterra Group or the Trident Group. There are many factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among such factors are the satisfaction (or, where permitted, waiver) of the Conditions as well as additional factors, such as domestic and global business and economic conditions; the impact of pandemics, asset prices; market-related risks such as fluctuations in interest rates and exchange rates, industry trends, competition, changes in government and regulation, changes in the policies and actions of governments and/or regulatory authorities (including changes related to capital and tax), changes in political and economic stability (including exposures to terrorist activities, the UK's exit from the European Union, Eurozone instability, the Russia-Ukraine conflict), disruption in business operations due to reorganisation activities, interest rate, inflation, deflation and currency fluctuations, the timing impact and other uncertainties of future or planned acquisitions or disposals or offers, the inability of the Enlarged Deterra Group to realise successfully any anticipated synergy benefits when the Acquisition is implemented (including changes to the board and/or employee composition of the Enlarged Deterra Group), the inability of the Deterra Group to integrate successfully the Trident Group's operations and programmes when the Acquisition is implemented, the Enlarged Deterra Group incurring and/or experiencing unanticipated costs and/or delays (including IT system failures, cyber-crime, fraud and pension scheme liabilities), or difficulties relating to the Acquisition when the Acquisition is implemented. Other unknown or unpredictable factors could affect future operations and/or cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors.

 

These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. By their nature, these forward-looking statements involve known and unknown risks and uncertainties (and other factors that are in many cases beyond the control of Trident, Deterra and/or Bidco) because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in this announcement may cause the actual results, performance or achievements of any such person, or industry results and developments, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. No assurance can be given that such expectations will prove to have been correct and persons reading this announcement are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement. None of the Deterra Group nor Trident Group, nor any of their respective associates or directors, officers or advisers, provide any representation, warranty, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. All subsequent oral or written forward-looking statements attributable to Deterra, Bidco or Trident or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Other than in accordance with their legal or regulatory obligations (including under the Code, MAR and the AIM Rules), neither of Deterra, Bidco nor Trident is under or undertakes any obligation, and each of the foregoing expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

No Profit Forecasts, Estimates or Quantified Financial Benefits Statements

 

No statement in this announcement is intended, or is to be construed, as a profit forecast or estimate for any period or a quantified financial benefits statement and no statement in this announcement should be interpreted to mean that earnings or earnings per ordinary share, for Deterra, Bidco or Trident, respectively for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share for Deterra, Bidco or Trident, respectively.

 

Right to Switch to a Takeover Offer

 

Bidco reserves the right to elect, with the consent of the Panel and subject to the terms of the Co-operation Agreement, to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued share capital of Trident as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on the same terms or, if Bidco so decides, on such other terms being no less favourable (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendment referred to in Part 3, Section 3 of the Scheme Document.

 

Electronic Communication - Information Relating to Trident Shareholders

 

Addresses, electronic addresses and certain other information provided by Trident Shareholders, persons with information rights and other relevant persons for the receipt of communications from Trident may be provided to Bidco during the Offer Period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

 

Publication on Website

 

A copy of this announcement and the documents required to be published pursuant to Rule 26.1 and Rule 26.2 of the Code will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, at www.deterraroyalties.com/investors/proposed-acquisition-of-trident and Trident's website at https://tridentroyalties.com/recommended-offer by no later than 12 noon on the Business Day following the date of this announcement.

 

Neither the contents of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this announcement.

 

Hard Copy Documents

 

In accordance with Rule 30.3 of the Code, Trident Shareholders, persons with information rights and participants in the Trident Share Scheme may request a hard copy of this announcement by contacting Trident's registrar, Neville Registrars, on +44 (0) 121 585 1131 or by sending a request in writing to Neville Registrars at Neville House, Steelpark Road, Halesowen, B62 8HD. 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. The helpline is open between 9.00 a.m. to 5.00 p.m. (London time), Monday to Friday excluding for public holidays in England and Wales. Please note that Neville Registrars cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. Such persons may, subject to applicable securities laws, also request that all future documents, announcements and information be sent to them in relation to the Acquisition in hard copy form.

 

Rounding

 

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

 

Rule 2.9 Disclosure

 

In accordance with Rule 2.9 of the Code, Trident confirms that, as at the Latest Practicable Date, it had in issue 293,079,382 ordinary shares of £0.01 each. The International Securities Identification Number (ISIN) for Trident Shares is GB00BF7J2535.

 

Disclosure Requirements of the Code

 

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified.

 

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Code applies must be made by no later than 3.30 p.m. (London time) on the 10th business day (as defined in the Code) following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day (as defined in the Code) following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

 

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be made by no later than 3.30 p.m. (London time) on the business day (as defined in the Code) following the date of the relevant dealing.

 

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.

 

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code).

 

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

 

APPENDIX

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 
                    

Event

 

Expected time/date

The following dates are indicative only and are subject to change(1)

Scheme Sanction Hearing

 

Currently scheduled for 29 August 2024

Last day of dealings in, and for registration of transfers of, and disablement of CREST for, Trident Shares

30 August 2024

Scheme Record Time

6.00 pm on 30 August 2024

Suspension of dealings in Trident Shares

7.30 am on 2 September 2024

Expected Effective Date of the Scheme (2)

2 September 2024

Cancellation of admission of Trident Shares to trading on AIM

By 7.00 am on 3 September 2024

Latest date for dispatch of cheques and crediting of CREST for Cash Consideration due under the Scheme

Within 14 days of the Effective Date

Long Stop Date

11.59 pm on 31 October 2024 (3)

 

Notes:

 

(1) These dates are indicative only and will depend, among other things, on the date upon which: (i) the Conditions are satisfied or (if capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) the Court Order is delivered to the Registrar of Companies.

 

(2) The Scheme will become effective pursuant to its terms upon the Court Order being delivered to the Registrar of Companies.

 

(3) The latest date by which the Scheme may become Effective (or such later date as (a) Trident and Bidco may agree or (b) (in a competitive situation) specified by Bidco with the consent of the Panel, and in either case as the Court may approve (if such approval(s) are required)).

 

All references in this announcement to times are to London time unless otherwise stated. The dates and times given are indicative only and are based on Trident's and Bidco's current expectations and may be subject to change (including as a result of changes to the regulatory timetable). If any of the expected times and/or dates above change, the revised times and/or dates will be notified to Bidco and Trident Shareholders by announcement through a Regulatory Information Service.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com .

 

SOURCE: Trident Royalties PLC

 

View the original press release on accesswire.com

 

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Cancellation of Trident Shares to Trading on AIM

Cancellation of Trident Shares to Trading on AIM

 

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

 

On 13 June 2024, the boards of Deterra Global Holdings Pty Ltd ("Bidco") and Trident Royalties PLC ("Trident") announced that they had agreed the terms of a recommended cash acquisition of Trident by Bidco pursuant to which Bidco will acquire the entire issued and to be issued share capital of Trident (the "Acquisition") to be effected by means of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). The circular in relation to the Scheme was published on 4 July 2024 (the "Scheme Document

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Trident Royalties PLC Announces Scheme Of Arrangement Becomes Effective

Trident Royalties PLC Announces Scheme Of Arrangement Becomes Effective

 

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

 

RECOMMENDED CASH ACQUISITION

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Trident Royalties PLC Announces Court Sanction of Scheme of Arrangement

Trident Royalties PLC Announces Court Sanction of Scheme of Arrangement

 

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

 

On 13 June 2024, the boards of Deterra Global Holdings Pty Ltd ("Bidco") and Trident Royalties PLC ("Trident") announced that they had agreed the terms of a recommended cash acquisition of Trident by Bidco pursuant to which Bidco will acquire the entire issued and to be issued share capital of Trident (the "Acquisition") to be effected by means of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). The circular in relation to the Scheme was published on 4 July 2024 (the "Scheme Document

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Trident Royalties PLC Announces Holding in Company

Trident Royalties PLC Announces Holding in Company

 

Trident Royalties PLC (AIM:TRR)(OTCQX:TDTRF

 

TR-1: Standard form for notification of major holdings

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Trident Royalties PLC Announces Update on Scheme Timetable

Trident Royalties PLC Announces Update on Scheme Timetable

 

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.

 

Trident Royalties PLC

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FPX Nickel Announces Share-Based Compensation Grant

FPX Nickel Announces Share-Based Compensation Grant

 
 

FPX Nickel Corp. (TSXV: FPX) (OTCQB: FPOCF) (" FPX " or the " Company ") announces that the board of directors of the Company has approved the grant of 5,305,000 stock options (the " Options ") to directors, officers and employees of the Company pursuant to the Company's Share Compensation Plan. The Options have an exercise price of $0.30 per share, with a five-year term and are fully vested on the grant date, July 10, 2025 .

 
 

  FPX Nickel logo (CNW Group/FPX Nickel Corp.) 

 

The Company also granted an aggregate 750,000 restricted share units (the " RSUs ") to certain officers of the Company. The RSUs vest in three equal installments on the annual anniversaries of the grant date and each vested RSU will entitle the holder to receive one common share of the Company or the equivalent cash value upon settlement.

 

  About FPX Nickel Corp.  

 

 FPX Nickel Corp. is focused on the exploration and development of the Decar Nickel District, located in central British Columbia , and other occurrences of the same unique style of naturally occurring nickel-iron alloy mineralization known as awaruite. For more information, please view the Company's website at https://fpxnickel.com/ or contact Martin Turenne , President and CEO, at (604) 681-8600 or ceo@fpxnickel.com .

 

On behalf of FPX Nickel Corp.

 

"Martin Turenne"
Martin Turenne , President, CEO and Director

 

   Forward-Looking Statements   

 

  Certain of the statements made and information contained herein is considered "forward-looking information" within the meaning of applicable Canadian securities laws. These statements address future events and conditions and so involve inherent risks and uncertainties, as disclosed in the Company's periodic filings with Canadian securities regulators. Actual results could differ from those currently projected. The Company does not assume the obligation to update any forward-looking statement.  

 

  Neither the TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.  

 

SOURCE FPX Nickel Corp.

 

 

 

 Cision View original content to download multimedia: http://www.newswire.ca/en/releases/archive/July2025/11/c5569.html  

 
 

 

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Cygnus Metals Limited: Issue of Performance Rights

Cygnus Metals Limited: Issue of Performance Rights

 

Cygnus Metals Limited ("Cygnus" or the "Company") advises that it has issued an aggregate of 67,050,000 performance rights ("Performance Rights") to directors, and key employees and consultants, under the Company's Omnibus Equity Incentive Plan ("Plan").

 

Shareholders approved the Plan and the issue of Performance Rights to directors at the Company's annual general meeting held on May 14, 2025. The Performance Rights to key personnel were issued on the same terms and conditions as the director Performance Rights, as set out in the notice of annual general meeting released to ASX on April 14, 2025.

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Silver47 Conducts Prospecting and Soil Geochemical Surveys at Its Adams Plateau SEDEX Silver-Zinc-Lead-Copper-Gold Project, BC, Canada

Silver47 Conducts Prospecting and Soil Geochemical Surveys at Its Adams Plateau SEDEX Silver-Zinc-Lead-Copper-Gold Project, BC, Canada

Silver47 Exploration Corp. (TSXV: AGA,OTC:AAGAF) (OTCQB: AAGAF) ("Silver47" or the "Company") is pleased to announce the 2025 exploration program is nearing completion at its wholly-owned Adams Plateau Project (the "Project") in southern British Columbia, a silver-zinc-copper-gold-lead SEDEX project.

Gary Thompson, CEO of Silver47, stated: "We are glad to continue our work on Adams Plateau toward defining drill targets on this road-accessible project. The abundance of surface mineralization on the Project is very encouraging for the potential of new and exciting discoveries. The Company has received a 5-year permit for drilling. This year is shaping up to be transformational for the Company with a full season of drilling at the flagship Red Mountain Project and the pending merger with Summa Silver."

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Osisko Metals Infill and Expansion Drilling Intersects New Wide Mineralization at Gaspé Copper

Osisko Metals Infill and Expansion Drilling Intersects New Wide Mineralization at Gaspé Copper

 

   New Expansion Hole Intersects    279    Metres Averaging    0.49    % Cu   

 

   Nine Drill Rigs Now Active on Site   

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Vertex Minerals Limited  Reward Gold Mine Project Update

Vertex Minerals Limited Reward Gold Mine Project Update

Perth, Australia (ABN Newswire) - Vertex Minerals Limited (ASX:VTX,VTXXF) (OTCMKTS:VTXXF) is pleased to announce that the underground mining operation is on track to be producing high grade gold feed to the recently commissioned gravity gold plant in the coming weeks.

HIGHLIGHTS:

- Operational Milestones

o VTX remains firmly on track to commence production of high-grade ore from the underground mine in the forthcoming weeks.

o Transformer and cabling for the installation of 11kV high voltage underground power system on site with installation commenced.

o Preparations for the underground mine startup up progressing as planned and stripping of the main access is completed.

o New Aramine L350D has departed France for the journey to Hill End. Arrival in Orange NSW expected in by 26th August where it will be fitted with an RCT remote control system for open stoping operations.

o Mining the Reward Gold Mine - Resource 225kozs at 16.7g/t (VTX ASX Announcement 21 June 2023).

o Weekly Gold production Oz's from Stockpiles improving with depth in the stockpiles, with coarser particle size and better process throughput experienced.

- Mine start up

o Fan chambers have been excavated to provide secondary ventilation for production activities, exploration drilling and the future southern access toward the Fosters' exploration target.

o Primary ventilation fan has been installed and bulkhead completed.

o High voltage surface substation has been installed.

o High voltage cabling installation commences next week, with power up of the system scheduled for 28 July 2025.

o Stripping of the main accessis completed with the final elements of ground support (approx. 30m) to be completed before power cable installation starts next week.

o Cable bolts installed for the intersection of Lady Belmore exploration drive with first cut drilled out and ready to charge.

o Development Jumbo #1 (Epiroc T1D) is exceeding performance expectations.

o Dewatered of declines well underway.

o Mine schedule for FY26 finalised.

o First airleg stope secondary vent installed and specialty equipment on site to start first air leg stope.

o First long hole stope planned for August. High grade from airleg and longhole stopes to complement larger tonnage from development ore headings.

- People that have been onboarded

o 2x Drill Fitters and Heavy diesel fitter.

o Process superintendent commences next week.

o Full Tech team started including mine surveyor this week.

o Have back-to-back airleg miners for stoping.

o Full underground and mill crews.

- Improvements to plant

o DSM screen installed to improve product delivery to Wilfley Table.

o Gemini table improvements with new tabletop and gearbox improving final concentrate grade to over 20% gold (suitable for direct smelting to Dore on site).

o Process water pump upgrade improving ore washing and Tomra performance.

- Revised mine plan and schedule completed and ready to implement

- Updated Reward Gold mine mining plan and mine schedule completed.

- Adding a high-grade long hole stope upfront to be mined concurrently with the high grade airleg stope.

Vertex Director Declan Franzmann commented: "It is great to see all the elements of re-developing the underground mine and processing facility coming together so rapidly. The most pleasing aspect is our success in employing an incredible team of people to run the operation and all credit to management for developing great "esprit de corps" and a single sense of purpose as we push to full production."

As previously announced, the startup mine schedule includes mining 2,075 tonnes at 17.8 g/t Au from a developed airleg stope block. The planned stope width is the same as the interpretation of the mineralisation. (Refer to Table 1 in Appendices 1) (VTX ASX announcement 26/06/23).

Given this stope will take some time to extract, the Vertex geology and Mining Team have additionally brought forward a very high-grade long hole stope to commence mining in August as well. Further optimisations to the mining schedule will continue to be made.

This stope can be exploited as soon as services have been established. The mining crews have done a great job in the access drive to make room for the services (11kV cable, water and air lines) while improving accessibility for the mobile mining equipment selected for the Project.

*To view tables and figures, please visit:
https://abnnewswire.net/lnk/OUQP5Z21

 

About Vertex Minerals Limited:  

Vertex Minerals Limited (ASX:VTX,VTXXF) is an Australian based gold exploration company developing its advanced Hargraves and Hill End gold projects located in the highly prospective Eastern Lachlan Fold Belt of Central West NSW. Other Company assets include the Pride of Elvire gold project and Taylors Rock gold/nickel/lithium project both located in the Eastern Goldfields of WA. The focus of Vertex Minerals is to advance the commercial production of gold from its NSW projects embracing an ethical and environmentally sustainable approach.

 

 

Source:
Vertex Minerals Limited

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