00:13:52 EDT Sun 19 May 2024
Enter Symbol
or Name
USA
CA



Newmont Corp
Symbol NGT
Shares Issued 795,926,040
Close 2023-10-17 C$ 55.25
Market Cap C$ 43,974,913,710
Recent Sedar Documents

Newcrest acquisition by Newmont becomes effective

2023-10-18 00:22 ET - News Release

See News Release (C-NCM) Newcrest Mining Ltd

Mr. Tom Dixon of Newcrest reports

NEWCREST ANNOUNCES SCHEME BECOMES EFFECTIVE

The scheme of arrangement under which Newcrest Mining Ltd. will be acquired by Newmont Corp. (through its subsidiary, Newmont Overseas Holdings Pty. Ltd.) is legally effective.

Newcrest today lodged the orders of the Federal Court with the Australian Securities and Investments Commission pursuant to the Corporations Act.

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 until close of trading on Oct. 26, 2023.

Newcrest shareholders should note the implications of the timetable set out herein.

Entitlement to special dividend

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

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

Entitlement to scheme consideration

Newcrest shares acquired on the ASX, PNGX and TSX until trading ceases on Oct. 26, 2023, will carry entitlement to the scheme consideration of 0.400 Newmont security per Newcrest share, provided they are held on the scheme record date of 7 p.m. Melbourne time on Oct. 30, 2023.

On implementation of the scheme, eligible Newcrest shareholders who are registered on the:

  • Australian share register on the scheme record date will receive Newmont Chess depositary interests (Newmont CDIs);
  • PNG share register on the scheme record date will receive Newmont Pets depositary interests (Newmont PDIs);
  • Canadian share register on the scheme record date will receive Newmont shares (Newmont shares).

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.

Timetable

The remaining key dates of the scheme are set out in the attached table.

(1) 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 Wednesday, Oct. 18, 2023, will settle the same day.

(2) 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.

(3) 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. 26, 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. 27, 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.

(4) 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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