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
September 2024
RECOMMENDED cash
acquisition
of
trident royalties plc
by
deterra global holdings pty
ltd
(a direct
wholly owned subsidiary of Deterra Royalties Limited)
Cancellation of TRIDENT shares to
trading on aim
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.