Mr. Michael Stoner reports
CENTAMIN PLC ANNOUNCES RESULTS OF COURT MEETING AND GENERAL MEETING
On Sept. 10, 2024, the boards of Centamin PLC and AngloGold Ashanti PLC had agreed on the terms of a recommended acquisition of Centamin. The transaction is being implemented by way of a court-sanctioned scheme of arrangement between Centamin and the scheme shareholders under Article 125 of the Jersey Companies Law. All references to times in this announcement are to London times unless otherwise stated.
Centamin is pleased to announce the results of the court meeting and general meeting held today in connection with the transaction. The requisite quorum for each of the court meeting and the general meeting was present.
At the court meeting, as more particularly described below, the requisite majority in number of scheme shareholders who voted (either in person or by proxy) and who together represented more than 75 per cent of the voting rights of all Centamin shares voted in favour of the resolution to approve the scheme. The resolution was accordingly passed.
At the general meeting, as more particularly described below, the requisite majority of Centamin shareholders voted to pass the special resolution approving the transaction and the amendment of the Centamin articles.
Full details of the resolutions that were proposed are set out in the notices of the court meeting and general meeting contained in the scheme document.
The total number of Centamin shares in issue at the scheme voting record time was 1,161,082,695. Therefore, the total number of voting rights in Centamin on the scheme voting record time was 1,161,082,695.
Voting results of the court meeting
The results of the poll at the court meeting are set out in the attached table. Each scheme shareholder present in person or by proxy was entitled to one vote for each scheme share held at the scheme voting record time.
Voting results of the general meeting
The results of the poll at the general meeting are set out in the attached table. Each Centamin shareholder present in person or by proxy was entitled to one vote for each Centamin share held at the scheme voting record time.
Effective date and timetable
Completion of the transaction remains subject to the satisfaction or, if applicable, waiver of the remaining conditions set out in Part 3 of the scheme document, including the sanction of the scheme by the Jersey court at the scheme court hearing, which is expected to take place on Nov. 20, 2024. Subject to the satisfaction or waiver of the remaining conditions, the scheme is expected to become effective on Nov. 22, 2024.
Prior to the effective date, Centamin will make an application for the suspension of trading of the Centamin shares on the London Stock Exchange's Main Market for listed securities to take effect by 7:30 a.m. on the effective date and for the cancellation of the listing of the Centamin shares on the official list to take effect by 8 a.m. on the business day following the effective date (and subject to the scheme becoming effective). Centamin has received conditional approval from the Toronto Stock Exchange for the delisting of the Centamin shares from the Toronto Stock Exchange, to take effect at 4:30 p.m. (Toronto time) on the business day following the effective date.
An updated expected timetable of principal events for the implementation of the scheme is set out on-line. If any change to the key dates and/or times set out in the timetable is made, Centamin will give notice of this change by issuing an announcement through a regulatory information service, with such announcement being made available on Centamin's website.
General
Copies of the resolutions passed at the court meeting and the Centamin general meeting will be submitted today to the National Storage Mechanism and will be available for inspection on-line. The scheme document is also available for inspection on the National Storage Mechanism.
Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.
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