02:59:50 EDT Sun 19 May 2024
Enter Symbol
or Name
USA
CA



Newmont Corp
Symbol NGT
Shares Issued 795,926,040
Close 2023-10-16 C$ 54.59
Market Cap C$ 43,449,602,524
Recent Sedar Documents

Newcrest receives court OK for acquisition by Newmont

2023-10-17 02:55 ET - News Release

See News Release (C-NCM) Newcrest Mining Ltd

Mr. Tom Dixon of Newcrest reports

NEWCREST ANNOUNCES FEDERAL COURT OF AUSTRALIA APPROVES SCHEME

The Federal Court of Australia has made orders approving the proposed scheme of arrangement under which Newcrest Mining Ltd. will be acquired by Newmont Corp.'s subsidiary, Newmont Overseas Holdings Pty. Ltd.

Newcrest expects to lodge an office copy of the court orders with the Australian Securities and Investments Commission tomorrow, at which time the scheme will become effective. As disclosed in the scheme booklet dated Sept. 7, 2023 (released to the Australian Securities Exchange, Papua New Guinea National Stock Exchange and Toronto Stock Exchange (through SEDAR+) on Sept. 8, 2023), Newcrest shares will continue to trade on the ASX, PNGX and TSX after the scheme becomes effective until close of trading on Oct. 26, 2023.

Special dividend

Newcrest announced on Oct. 5, 2023, a special dividend of $1.10 (U.S.) per Newcrest share, subject to the scheme becoming effective. This dividend will be fully franked.

Newcrest shares on the ASX and PNGX will trade ex the special dividend from commencement of trading tomorrow. Newcrest shares on the TSX will trade ex the special dividend from commencement of trading on Oct. 19, 2023.

The record date for the dividend will be 7 p.m. Melbourne time on Oct. 19, 2023, and the dividend will be paid on Oct. 27, 2023.

Shares acquired on the ASX and PNGX after today (and on the TSX from Oct. 19, 2023) will not carry an entitlement to the special dividend.

Scheme consideration

Subject to the scheme becoming effective, eligible Newcrest shareholders will be entitled to receive the scheme consideration of 0.400 Newmont security for each Newcrest share held on the scheme record date, being 7 p.m. Melbourne time on Oct. 30, 2023. Newcrest shareholders on the:

  • Australian share register will receive Newmont Chess depositary interests (Newmont CDIs);
  • PNG share register will receive Newmont Pets depositary interests (Newmont PDIs); and
  • Canadian share register will receive Newmont shares (Newmont shares).

Timetable

The remaining key dates of the scheme are set out herein.

Unless otherwise indicated, all times and dates in the timetable are references to the time and date in Melbourne, Australia, and all such times and dates are subject to change. Any changes will be announced by Newcrest to the ASX, PNGX and TSX (on SEDAR+) and notified on Newcrest's website.

(1) To be entitled to both the special dividend and the scheme consideration, Newcrest shareholders must hold their Newcrest shares on both the special dividend record date and scheme record date. See Section 4.6 of the scheme booklet for further details.

(2) As described in the special bulletin published by the TSX on Friday, Oct. 13, 2023, Toronto time, the TSX has put in place mandatory special settlement rules that will apply to Newcrest shares trading on the TSX. In particular, all trades on the TSX on Tuesday, Oct. 17, 2023, will settle on Wednesday, Oct. 18, 2023, and all trades on the TSX on Wednesday, Oct. 18, 2023, will settle the same day.

(3) The Toronto time equivalent is 4 a.m. on Thursday, Oct. 19, 2023. Accordingly, shareholders on Newcrest's Canadian share register will need to be registered on the Newcrest share register on Wednesday, Oct. 18, 2023, Toronto time, to remain on the register for the special dividend record date.

(4) The TSX has granted permission for Newcrest shares to trade on a T+1 basis during the course of trading on Wednesday, Oct. 25, 2023, and on a T+0 basis during the course of trading on Thursday, Oct. 16, 2023. Non-registered holders of Newcrest shares on Newcrest's Canadian share register should note that full restrictions will be imposed by each of CDS and the Depository Trust Company over Newcrest shares on and from 4:30 p.m. on Friday, Oct. 17, 2023, New York time, such that there cannot be any trades or withdrawals prior to the scheme record date. These holders should refer to the bulletins published by each of CDS and the Depository Trust Company for further details on trading limitations that may be imposed.

(5) Newmont shares issued under the scheme will be issued following close of trade on Friday, Nov. 3, 2023, New York time, being the business day prior to the implementation date.

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