Ms. Claire Hannon of Newcrest reports
NEWCREST ANNOUNCES SHAREHOLDERS VOTE IN FAVOUR OF SCHEME
Newcrest Mining Ltd. has referred to the proposed scheme of arrangement under which Newcrest will be acquired by Newmont Corp. (through its subsidiary, Newmont Overseas Holdings Pty. Ltd.).
Results of the scheme meeting
In accordance with the Australian Securities Exchange listing rules and the Corporations Act, Newcrest advises that the resolution to approve the scheme as set out in the notice of scheme meeting was passed by the requisite majorities of Newcrest shareholders at the scheme meeting held earlier today. In summary:
- In favour of the scheme resolution were 84.74 per cent of Newcrest shareholders present and voting (in person or by proxy);
- In favour of the scheme resolution were 92.63 per cent of the votes cast by Newcrest shareholders.
Newcrest will apply to the Federal Court of Australia for approval of the scheme at a hearing scheduled for 10:15 a.m. Melbourne time on Oct. 17, 2023.
If the court approves the scheme at the second court hearing, a copy of the court orders will be lodged with the Australian Securities and Investments Commission, following which the scheme will become effective.
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 Australian Securities Exchange and Papua New Guinea's National Stock Exchange will trade ex the special dividend from commencement of trading on Oct. 18, 2023. Newcrest shares on the Toronto Stock Exchange 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.
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);
- Canadian share register will receive Newmont shares.
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. Certain times and dates are conditional on the approval of the scheme by the court. Any changes will be announced by Newcrest to the ASX, PNGX and TSX (on SEDAR+) and notified on Newcrest's website.
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