LONDON, UNITED KINGDOM - 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').
The Acquisition is being effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the 'Scheme') and is subject to the terms and conditions set out in the scheme document relating to the Acquisition (the 'Scheme Document').
Publication of Scheme Document
Trident and Bidco are pleased to announce that the Scheme Document, together with the associated Forms of Proxy for use in connection with the Court Meeting and the General Meeting, are today being sent, or made available, to Trident Shareholders and, for information only, to persons with information rights, participants in the Trident Share Scheme and the Warrant Holder. The Scheme Document contains, among other things, a letter from the Chair of Trident, an explanatory statement pursuant to section 897 of the Companies Act 2006, the full terms and Conditions of the Scheme and the Acquisition, an expected timetable of principal events, notices of the Court Meeting and General Meeting and details of the actions to be taken by Trident Shareholders.
A copy of the Scheme Document will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Trident's website at https://tridentroyalties.com/recommended-offer and on Deterra's website at www.deterraroyalties.com/investors/proposed-acquisition-of-trident by no later than 12 noon on 5 July 2024.
Unless otherwise defined, all capitalised terms in this announcement shall have the meaning given to them in the Scheme Document. All references to times are to London, UK, times unless otherwise stated.
Recommendation
The Trident Directors, who have been so advised by BMO as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the Trident Directors, BMO has taken into account the commercial assessments of the Trident Directors. BMO is providing independent financial advice to the Trident Directors for the purposes of Rule 3 of the Takeover Code.
Accordingly, the Trident Directors unanimously recommend that Trident Shareholders vote (or procure votes) in favour of the Scheme at the Court Meeting and the Resolution at the General Meeting, as the Trident Directors have irrevocably undertaken to do (or procure to be done) in respect of their interests and those of certain of their connected persons being, in aggregate, 1,948,623 Trident Shares representing approximately 0.66 per cent. of the issued share capital of Trident as at the Latest Practicable Date.
In addition to the irrevocable undertakings given by the Trident Directors referred to immediately above, Bidco has also received irrevocable undertakings to vote (or procure the voting) in favour of the Scheme at the Court Meeting and the Resolution at the General Meeting from Regal Funds Management Pty Limited, LIM Asia Special Situations Master Fund Limited; Ponderosa Investments (WA) Pty Ltd and Ashanti in respect of 74,606,085 Trident Shares, in aggregate, representing approximately 25.5 per cent. of Trident's issued share capital as at the Latest Practicable Date.
As set out in the Rule 2.7 Announcement, Amati Global Investors Limited had given to Bidco a non-binding letter of intent to vote (or procure the voting) in favour of the resolutions proposed to effect the Acquisition at any meetings of Trident Shareholders to be convened in relation to the proposed Scheme in respect of 11,707,015 Trident Shares. Amati Global Investors Limited has subsequently announced that it has disposed of such Trident Shares and, therefore, the letter of intent given to Bidco by Amati Global Investors Limited has ceased to apply in respect of such Trident Shares.
In aggregate therefore, Bidco has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the Resolution at the General Meeting from the holders of 76,554,708 Trident Shares in total representing approximately 26.1 per cent. of Trident's issued share capital as at the Latest Practicable Date.
Notices of the Court Meeting and General Meeting
As further detailed in the Scheme Document, to become Effective, the Scheme requires, amongst other things, the approval of a majority in number of the Scheme Shareholders present and voting (in person or by proxy) at the Court Meeting representing not less than 75 per cent. in value of the relevant Scheme Shares voted, and the passing of the Resolution at the General Meeting. The Scheme must also be sanctioned by the Court. The Scheme is also subject to the satisfaction or waiver of the Conditions and further terms that are set out in the Scheme Document.
Notices convening the Court Meeting and the General Meeting for 10.00 a.m. and 10.15 a.m. (or as soon thereafter as the Court Meeting is concluded or adjourned), respectively, on 26 July 2024, to be held at the offices of Simmons & Simmons LLP, CityPoint, One Ropemaker Street, London EC2Y 9SS are set out in Parts 8 and 9 of the Scheme Document.
It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of Scheme Shareholder opinion. Trident Shareholders are therefore strongly urged to submit their Forms of Proxy (or, if they hold their Trident Shares in uncertificated form, through CREST) as soon as possible and, in any event, by no later than 10.00 a.m. on 24 July 2024 in the case of the Court Meeting, and 10.15 a.m. on 24 July 2024, in the case of the General Meeting in accordance with the instructions for doing so set out in the section headed 'Action to be taken' on pages 9 to 11 of the Scheme Document.
Timetable and Cancellation of Admission to AIM of Trident Shares
The Scheme Document contains an expected timetable of principal events relating to the Scheme, which is also set out below. Due to currently anticipated availability for the Scheme Sanction Hearing, Bidco and Trident have also agreed to extend the Long Stop Date from 30 September 2024 to 31 October 2024.
Subject to obtaining the approval of the requisite majority of Scheme Shareholders at the Court Meeting and the requisite majority of Trident Shareholders at the General Meeting, the sanction of the Court and the satisfaction or, where applicable, waiver of the other Conditions (as set out in Part 3 of the Scheme Document), the Scheme is expected to become effective during H2 2024. The times and dates given in the expected timetable of principal events are based on Trident's and Bidco's current expectations and may be subject to change. If any of the times and dates set out in the expected timetable change, Trident will give notice of this change by issuing an announcement through a Regulatory Information Service. If the Scheme is approved as outlined above, it is expected that trading in Trident Shares on AIM will be suspended at 7.30 a.m. on the Effective Date. Prior to the Scheme becoming Effective, an application will be made to the London Stock Exchange for the cancellation of admission to trading of the Trident Shares on AIM, to take effect shortly after the Effective Date. Applications will also be made to cease trading of Trident Shares on the Open Market of the Frankfurt Stock Exchange, the Boerse Stuttgart Open Market of the Stuttgart Stock Exchange and OTCQB.
From the Scheme Effective Time, share certificates in respect of Scheme Shares will cease to be valid. Such share certificates should be destroyed or, at the request of Trident, delivered up to Trident, or to any person appointed by Trident to receive the same. In addition, as from the Scheme Record Time, each holding of Trident Shares credited to any stock account in CREST will be disabled and all entitlements to Trident Shares held within the CREST system will be cancelled promptly thereafter.
Contact:
Bidco
Tel: +61 8 6277 8880
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.
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.
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.
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.
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 Acquisition 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 Acquisition 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 Acquisition 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 Acquisition 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 Acquisition.
Further details in relation to Trident Shareholders in overseas jurisdictions is contained in the Scheme Document.
Notice to U.S. Investors in Trident
The Acquisition 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 Acquisition 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 Acquisition, 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 Acquisition 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 Acquisition 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 the Scheme Document, or that may be included in any other documents relating to the Acquisition, 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 Acquisition, 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 Acquisition 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 Acquisition.
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.
Forward-looking Statements
This announcement (including any information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by Deterra, Bidco or Trident contain statements which are, or may be deemed to be, 'forward-looking statements' with respect to Deterra, Bidco, Trident and the Enlarged Deterra Group. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as 'anticipate', 'target', 'expect', 'estimate', 'intend', 'plan', 'goal', 'believe', 'aim', 'will', 'may', 'would', 'could' or 'should' or other words of similar meaning or the negative thereof. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, economic performance, synergies, financial conditions, market growth, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the operations of the Deterra Group or the Trident Group and (iii) the effects of government regulation on the business of the Deterra Group or the Trident Group. There are many factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among such factors are the satisfaction (or, where permitted, waiver) of the Conditions as well as additional factors, such as domestic and global business and economic conditions; the impact of pandemics, asset prices; market-related risks such as fluctuations in interest rates and exchange rates, industry trends, competition, changes in government and regulation, changes in the policies and actions of governments and/or regulatory authorities (including changes related to capital and tax), changes in political and economic stability (including exposures to terrorist activities, the UK's exit from the European Union, Eurozone instability, the Russia-Ukraine conflict), disruption in business operations due to reorganisation activities, interest rate, inflation, deflation and currency fluctuations, the timing impact and other uncertainties of future or planned acquisitions or disposals or offers, the inability of the Enlarged Deterra Group to realise successfully any anticipated synergy benefits when the Acquisition is implemented (including changes to the board and/or employee composition of the Enlarged Deterra Group), the inability of the Deterra Group to integrate successfully the Trident Group's operations and programmes when the Acquisition is implemented, the Enlarged Deterra Group incurring and/or experiencing unanticipated costs and/or delays (including IT system failures, cyber-crime, fraud and pension scheme liabilities), or difficulties relating to the Acquisition when the Acquisition is implemented. Other unknown or unpredictable factors could affect future operations and/or cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors.
These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. By their nature, these forward-looking statements involve known and unknown risks and uncertainties (and other factors that are in many cases beyond the control of Trident, Deterra and/or Bidco) because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in this announcement may cause the actual results, performance or achievements of any such person, or industry results and developments, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. No assurance can be given that such expectations will prove to have been correct and persons reading this announcement are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement. None of the Deterra Group nor Trident Group, nor any of their respective associates or directors, officers or advisers, provide any representation, warranty, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. All subsequent oral or written forward-looking statements attributable to Deterra, Bidco or Trident or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Other than in accordance with their legal or regulatory obligations (including under the Code, MAR and the AIM Rules), neither of Deterra, Bidco nor Trident is under or undertakes any obligation, and each of the foregoing expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
TRIDENT ROYALTIES PLC 
