Sierra Mining Limited (Sierra or the Company) is pleased to advise that the Federal Court of Australia (Court) has today made orders approving the schemes of arrangement pursuant to which RTG Mining Inc. (RTG) will acquire all of the issued shares and listed options in Sierra (Schemes).
Lodgment of Court orders and suspension of trading
Pursuant to section 411(10) of the Corporations Act 2001 (Cth), the Schemes will become legally effective upon lodgment of the Court orders with the Australian Securities and Investments Commission (ASIC).
It is expected that a copy of the Court's orders will be lodged with ASIC tomorrow, at which time the Schemes will become legally effective. If this occurs, Sierra shares and options will be suspended from trading on ASX at the close of trade tomorrow.
RTG expects to conduct the 10:1 share consolidation of its capital prior to the issue of shares to Sierra shareholders and optionholders. The consideration received by Sierra shareholders and optionholders from RTG is therefore expected to be on a post RTG share consolidation basis.
Sierra shareholders
Sierra shareholders who hold Sierra shares at 5:00 pm (AWST) on Wednesday, 28 May
2014 (Record Date) and whose registered address is in Australia, New Zealand or
Canada, will receive, on a post RTG share consolidation basis:
three (3) RTG shares (in the form of RTG CDIs) for every ten (10) Sierra shares;
and
one (1) RTG option (in the form of RTG Option CDIs) for every 30 Sierra shares, held on the Record Date (Share Scheme Consideration).
Sierra optionholders
Sierra optionholders who hold Sierra listed options on the Record Date and whose registered address is in Australia, New Zealand or Canada, will receive, on a post RTG share consolidation basis:
two (2) RTG shares (in the form of RTG CDIs) for every ten (10) Sierra listed options; and
two (1) RTG options (in the form of RTG Option CDIs) for every 90 Sierra listed options,
held on the Record Date (Option Scheme Consideration).
It is expected that the Share Scheme Consideration and Option Scheme Consideration will be issued to Sierra shareholders and optionholders by Wednesday, 4 June 2014.
The current timetable for implementation of the Schemes is as follows:
Event | Date |
Lodge court order with ASIC (Effective Date) Suspension and last trading day of Sierra shares and options on ASX | Friday 23 May 2014 |
Record Date (for determining entitlements to scheme consideration) | Wednesday 28 May 2014 |
Implementation Date (issue of RTG CDIs and RTG Option CDIs to Sierra shareholders and optionholders) | Wednesday 4 June 2014 |
Despatch of holding statements for RTG CDIs and RTG Option CDIs to Sierra shareholders and optionholders | Wednesday 4 June 2014 |
Commencement of trading in RTG CDIs and RTG Option CDIs on ASX | Friday 5 June 2014 |
Enquiries: Clint McGhie, Company Secretary +61 8 9322 6322
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