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
Further to the announcement made by the boards of Bidco and Trident on 2 September 2024 that the Scheme has become Effective in accordance with its terms, the boards of Bidco and Trident today announce that, following an application by Trident, the London Stock Exchange has cancelled the trading of Trident Shares on AIM, with effect from 7.00 a.m. today, 3 September 2024.
Unless otherwise defined, all capitalised terms in this announcement shall have the meanings given to them in the Scheme Document.
All references to times in this announcement are to London time, unless otherwise stated.
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.
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
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