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
4 JULY 2024
RECOMMENDED CASH ACQUISITION
of
TRIDENT ROYALTIES PLC
by
DETERRA GLOBAL HOLDINGS PTY LTD
(a direct
wholly owned subsidiary of Deterra Royalties Limited)
to be effected by means of a scheme
of arrangement
under Part 26 of the Companies Act
2006
PUBLICATION OF SCHEME
DOCUMENT
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.
EXPECTED TIMETABLE OF
PRINCIPAL EVENTS
Event
|
|
Expected
time/date(1)
|
Publication of this
document
|
|
4 July
2024
|
Latest time
for lodging Forms of Proxy or for submitting proxy instructions via
the CREST electronic proxy appointment service for the:
|
|
Court
Meeting (blue Form of Proxy)
|
10.00 a.m.
on 24 July 2024(2)
|
General
Meeting (white Form of Proxy)
|
10.15 a.m.
on 24 July 2024(3)
|
Voting
Record Time
|
6.00 p.m.
on 24 July 2024(4)
|
Court
Meeting
|
10.00 a.m.
on 26 July 2024
|
General
Meeting
|
10.15 a.m.
on 26 July 2024(5)
|
The following dates are
indicative only and are subject to
change(6)
|
Scheme Sanction Hearing
|
|
A date
expected to be in H2 2024, subject to the satisfaction (or, where
applicable, waiver) of the relevant Conditions (D)(7)
|
Last day of dealings in, and for
registration of transfers of, and disablement of CREST for, Trident
Shares
|
D + 1
Business Day
|
Scheme Record Time
|
6.00 p.m.
on D + 1 Business Day
|
Suspension of dealings in Trident
Shares
|
7.30 a.m.
on D + 2 Business Days
|
Expected Effective Date of the
Scheme(8)
|
D + 2
Business Days
|
Cancellation of admission of Trident
Shares on to trading on AIM
|
By 7.00
a.m. on D + 3 Business Days
|
Latest date for dispatch of cheques
and crediting of CREST for Cash Consideration due under the
Scheme
|
Within 14
days of the Effective Date
|
Long Stop Date
|
11.59 p.m.
on 31 October 2024(9)
|
Notes
(1) All times set
out in this timetable refer to London time unless otherwise stated.
The dates and times given are indicative only and are based on
Trident's current expectations and may be subject to change. If any
of the expected times and/or dates above change, the revised times
and/or dates will be notified to Trident Shareholders by
announcement through a Regulatory Information Service with such
announcement being made available on Bidco's website at
www.deterraroyalties.com/investors/proposed-acquisition-of-trident
and Trident's website at
https://tridentroyalties.com/recommended-offer and, if
required by the Panel, Trident will send notice of the change(s) to
Trident Shareholders and other persons with information rights and,
for information only, the warrant holder and to the holders of
options under the Trident Share Scheme.
(2) It is requested
that blue Forms of Proxy for the Court Meeting be lodged no later
than 10.00 a.m. on 24 July 2024 or, in the case of an adjourned
meeting, 48 hours (excluding any part of a day that is not a
Business Day) before the time fixed for the adjourned Court
Meeting. Blue Forms of Proxy not so lodged may be completed and
handed to the Chair of the Court Meeting at any time before the
start of the Court Meeting.
(3) White Forms of
Proxy for the General Meeting must be lodged no later than 10.15
a.m. on 24 July 2024 or, in the case of an adjourned meeting,
48 hours (excluding any part of a day that is not a Business Day)
before the time fixed for the adjourned General Meeting.
(4) If either the
Court Meeting or the General Meeting is adjourned, the Voting
Record Time for the relevant adjourned meeting will be 6.00 p.m. on
the date falling two Business Days before the date of the adjourned
meeting.
(5) Or as soon
thereafter as the Court Meeting is concluded or
adjourned.
(6) These dates are
indicative only and will depend, among other things, on the date
upon which: (i) the Conditions are satisfied or (if capable of
waiver) waived; (ii) the Court sanctions the Scheme; and (iii) the
Court Order is delivered to the Registrar of Companies.
(7) The Scheme
Sanction Hearing is to be held on a date to be determined following
the satisfaction (or, if applicable, waiver) of the Conditions
(other than Conditions 2(c)(i) and 2(c)(ii)), as set out in Section
1 of Part 3 (Conditions to and Certain Further Terms of the Scheme
and the Acquisition) of the Scheme Document.
(8) The Scheme will
become effective pursuant to its terms upon the Court Order being
delivered to the Registrar of Companies.
(9) The latest date
by which the Scheme may become Effective (or such later date as (a)
Trident and Bidco may agree or (b) (in a competitive situation)
specified by Bidco with the consent of the Panel, and in either
case as the Court may approve (if such approval(s) are
required)).
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.
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.
No Profit Forecasts, Estimates or
Quantified Financial Benefits Statements
No
statement in this Announcement is intended, or is to be construed,
as a profit forecast or estimate for any period or a quantified
financial benefits statement and no statement in this announcement
should be interpreted to mean that earnings or earnings per
ordinary share, for Deterra, Bidco or Trident, respectively for the
current or future financial years would necessarily match or exceed
the historical published earnings or earnings per ordinary share
for Deterra, Bidco or Trident, respectively.
Right to Switch to a Takeover
Offer
Bidco reserves the right to elect, with the consent of the
Panel and subject to the terms of the Co-operation Agreement, to
implement the Acquisition by way of a Takeover Offer for the entire
issued and to be issued share capital of Trident as an alternative
to the Scheme. In such an event, the Takeover Offer will be
implemented on the same terms or, if Bidco so decides, on such
other terms being no less favourable (subject to appropriate
amendments), so far as applicable, as those which would apply to
the Scheme and subject to the amendment referred to in Part C
of Appendix I to this announcement.
Electronic Communication -
Information Relating to Trident Shareholders
Addresses, electronic addresses and certain other information
provided by Trident Shareholders, persons with information rights
and other relevant persons for the receipt of communications from
Trident may be provided to Bidco during the Offer Period as
required under Section 4 of Appendix 4 of the Code to comply with
Rule 2.11(c) of the Code.
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 Acquisition in hard copy form.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede
them.
Market Abuse Regulation
This announcement contains inside information for the purposes
of Article 7 of MAR. Market soundings (as defined in MAR) were
taken in respect of a potential offer with the result that certain
persons became aware of inside information (as defined in MAR) as
permitted by MAR. This inside information is set out in this
announcement. Therefore, those persons that received inside
information in a market sounding are no longer in possession of
such inside information relating to Trident and its
securities.
Rule 2.9 Disclosure
In
accordance with Rule 2.9 of the Code, Trident confirms that, as at
the Latest Practicable Date, it had in issue 293,079,382 ordinary
shares of £0.01 each. The International Securities Identification
Number (ISIN) for Trident Shares is GB00BF7J2535.
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.