Saracen Mineral Holdings Limited (ASX: SAR) refers to the announcements made in connection with the proposed scheme of arrangement pursuant to which Northern Star Resources Limited (ASX: NST) will acquire all of the shares in Saracen (Scheme).

The directors of Saracen unanimously recommend that shareholders approve the Scheme in the absence of a superior proposal and subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of Saracen shareholders.

Special Dividend

The Company advises that it has determined to pay a fully franked special dividend to Saracen shareholders of A$0.038 per share (Special Dividend), conditional upon the Scheme becoming effective.

Saracen shareholders who are able to realise the full benefit of the franking credits attached to the Special Dividend will be entitled to a franking credit of up to A$0.016 per share, provided a favourable class ruling is obtained from the Australian Taxation Office (ATO).

If the Scheme becomes effective, the Special Dividend will be paid on Thursday, 11 February 2021, with a record date of 7:00pm (AEDT) on Wednesday, 3 February 2021 (Special Dividend Record Date).

Accordingly, if the Scheme becomes effective, Saracen shareholders who are recorded as such on the register on the Special Dividend Record Date and who continue to hold their shares until the Scheme record date on Friday, 5 February 2021 (Scheme Record Date), will receive: scrip consideration of 0.3763 new Northern Star shares for every 1 Saracen share held at the Scheme Record Date and a Special Dividend of $0.038 for every 1 Saracen share held at the Special Dividend Record Date.

Please note that any Special Dividend will not be payable until formally declared and the Scheme becomes effective. The Company will need to satisfy all legal requirements before a formal declaration of the Special Dividend.

Shareholders should seek independent tax advice in regard to their own circumstances.

ATO Class Ruling

The Company has applied to the ATO requesting a class ruling in relation to the tax implications of the Special Dividend, including the ability to attach franking credits to the Special Dividend. The application is progressing well, and is in the advanced stages. Subject to the receipt of a favourable class ruling from the ATO, and depending on their own tax circumstances, Saracen shareholders may receive additional value from any franking credits attaching to the Special Dividend, as described above.

Contact:

Troy Irvin

Tel: (08) 6229 9100

Email: info@saracen.com.au

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