DISCLOSURE
UNDER RULE 2.10 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE
"CODE")
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
3 July 2024
RECOMMENDED CASH OFFER
for
TRIDENT ROYALTIES PLC
by
DETERRA GLOBAL HOLDINGS PTY
LTD
Update on the irrevocable undertaking
given by Regal Funds Management Pty Limited
DISCLOSURE UNDER RULE 2.10 OF THE
CODE
On 13 June 2024, the boards of Deterra Global
Holdings Pty Ltd ("Bidco")
and Trident Royalties Plc ("Trident") announced that they had
reached agreement on the terms of a recommended cash offer pursuant
to which Bidco, a direct wholly-owned subsidiary of Deterra
Royalties Limited ("Deterra"), 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 between Trident and
relevant Trident Shareholders under Part 26 of the Companies Act
2006 (the "Scheme") (the
"Rule 2.7
Announcement").
Capitalised terms used in this announcement,
unless otherwise defined, shall have the meanings given to them in
the Rule 2.7 Announcement.
As set out in the Rule 2.7 Announcement, Bidco
had received an irrevocable undertaking from Regal Funds Management
Pty Limited ("Regal") dated
12 June 2024 to vote (or procure the voting) in favour of the
Scheme at the Court Meeting and in favour of the Resolution to be
proposed at the General Meeting in respect of 31,301,170 Trident
Shares, representing approximately 10.7 per cent. of the issued
share capital of Trident as at the Latest Practicable
Date.
On 2 July 2024, Deterra was advised by Regal
that, as at 12 June 2024, Regal was (and continues to be) able to
control the exercise of rights attaching to a further 4,160,688
Trident Shares which were not subject to the original irrevocable
undertaking (the "Additional
Existing Shares"). On 2 July 2024 Regal executed a variation
to the original irrevocable undertaking to update the original
irrevocable undertaking to include the Additional Existing Shares
with effect from 12 June 2024.
Therefore, the total number of Trident Shares
which are subject to the irrevocable undertaking received by Bidco
from Regal in relation to Trident Shares has increased to
35,461,858 Trident Shares, representing approximately 12.1 per
cent. of the issued share capital of Trident as at the close of
business on 2 July 2024 (being the date prior to the date of this
announcement).
Therefore, the total number of Trident Shares
which are subject to irrevocable undertakings in relation to
Trident Shares is 76,554,708, representing approximately 26.1 per
cent. of the issued ordinary share capital of Trident as at close
of business on 2 July 2024 (being the last business day prior to
the date of this announcement).
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
|
|
Eversheds Sutherland (International) LLP is
retained as legal adviser to the Wider Deterra Group.
King & Wood Mallesons is retained as
Australian legal adviser to the Wider Deterra Group.
Simmons & Simmons LLP is retained as legal
adviser to Trident.
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 Offer or otherwise.
The Offer 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 Offer will be made solely by the Scheme Document (or, in
the event that the Offer 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 Offer,
including details of how to vote in respect of the Scheme. Any
voting decision or response in relation to the Offer should be made
solely on the basis of the information contained in the Scheme
Document (or, in the event that the Offer 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 Offer carefully once it has been published. Each
Trident Shareholder is urged to consult their independent
professional adviser regarding the tax consequences of the
Offer.
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 Offer 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 Offer 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 Offer 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 Offer 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 Offer.
Further details in relation to Trident Shareholders in
overseas jurisdictions will be contained in the Scheme
Document.
Notice to U.S. Investors in
Trident
The Offer 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 Offer 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 Offer, 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 Offer 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 Offer 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 that may be included in the Scheme Document, or any
other documents relating to the Offer, 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 Offer, 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 Offer
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 Offer.
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.
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 Offer in hard copy form.
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.