Newcrest Announces Scheme Booklet Registered by ASIC
Scheme Booklet registered by ASIC
Melbourne, Australia--(Newsfile Corp. - September 7, 2023) - Newcrest Mining Limited (ASX: NCM) (TSX: NCM) (PNGX: NCM) refers to the announcement made on 7 September 2023 in connection with:
- the proposed acquisition of Newcrest by Newmont Overseas Holdings Pty Ltd, a wholly owned indirect subsidiary of Newmont Corporation, by way of a scheme of arrangement (Scheme); and
- the orders made by the Federal Court of Australia that Newcrest convene a meeting of Newcrest shareholders to consider and vote on the Scheme (Scheme Meeting) and approving the distribution of an explanatory statement providing information about the Scheme and the Notice of Scheme Meeting (Scheme Booklet) to Newcrest shareholders.
Scheme Booklet and Independent Expert's report
Newcrest confirms that the Scheme Booklet has today been registered with the Australian Securities and Investments Commission (ASIC). A copy of the Scheme Booklet is available on Newcrest's website (www.newcrest.com/investor-centre/schememeeting). For details of how you will receive the Scheme Booklet, please refer to Newcrest's announcement made on 7 September 2023.
The Scheme Booklet includes a copy of the Independent Expert's report prepared by Grant Samuel & Associates Pty Limited (Independent Expert). The Independent Expert has concluded that the Scheme is in the best interests of Newcrest shareholders in the absence of a superior proposal. The Independent Expert's conclusion should be read in context with the full Independent Expert's report, which can be found in Annexure 1 of the Scheme Booklet.
Recommendation of Newcrest Directors
The Newcrest Directors unanimously recommend that Newcrest shareholders vote in favour of the Scheme, in the absence of a superior proposal and subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of Newcrest shareholders. Subject to those same conditions, each Newcrest Director will vote, or procure the voting of, any Newcrest shares held or controlled by them, or held on their behalf, at the time of the Scheme Meeting in favour of the Scheme.
The Scheme Meeting will be held at 10.30am (Melbourne time) on Friday, 13 October 2023 in person at RACV City Club, 501 Bourke Street, Melbourne, Victoria 3000 and online at https://meetings.linkgroup.com/NCMSCHEME.
All registered Newcrest shareholders as at 7.00pm (Melbourne time) on Wednesday, 11 October 2023 will be eligible to vote at the Scheme Meeting.
All Newcrest shareholders are encouraged to vote either by completing and returning the proxy form or alternatively by casting a direct vote or attending the Scheme Meeting in person, attending online or by proxy, attorney or corporate representative. The Scheme Booklet provides information on how to lodge your proxy form (if applicable).
Extension of time to hold AGM and dispatch Annual Report granted by ASIC
In view of the pending Scheme, ASIC has formally granted Newcrest:
- an extension of the period of time by which Newcrest must hold its annual general meeting for the financial year ended 30 June 2023 (AGM) from 30 November 2023 to 29 February 2024; and
- an extension of the period for dispatch of Newcrest's 2023 Annual Report until 21 days before the AGM or 31 January 2024, whichever is the earlier.
This follows ASIC's earlier in principle decision that it would grant these extensions, as noted in the Scheme Booklet.
Shareholder Information Line
If you have any questions in relation to the Scheme or the Scheme Booklet, please contact the Newcrest Shareholder Information Line on 1800 425 578 (within Australia) or +61 1800 425 578 (outside Australia), between 8.30am and 7.30pm (Melbourne time), Monday to Friday (excluding public holidays).
Authorised by the Newcrest Disclosure Committee
For further information please contact
+61 3 9522 5570
+61 450 541 389
+61 3 9522 5298
+61 438 355 511
North American Investor Enquiries
+1 604 335 9202
+1 604 240 2998
+61 3 9522 4264
+61 436 677 220
This information is available on our website at www.newcrest.com.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/180008