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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
RECOMMENDED ALL-SHARE MERGER OF EQUALSof
On
Altus is pleased to announce that the
Next steps
Altus confirms that the Scheme Record Time for the Scheme will be
It is anticipated that the Effective Date of the Scheme will be Tuesday
As announced on
The last day of dealings in, and for the registration of transfers of, and disablement in CREST of,
It is expected that, subject to the Scheme becoming Effective on Tuesday
(i)the admission to trading of
(ii)the Altus Shares’ OTCQX designation shall be withdrawn (at
(iii)the
Further announcements will be made when the Scheme becomes Effective and when the admission to trading of
For further information you are invited to visit the Company’s websitewww.altus-strategies.comor contact:
+44 (0) 1235 511 767 | |
+44 (0) 20 7567 8000 | |
+44 (0) 20 3470 0470 | |
+44 (0) 20 3470 0471 | |
+44 (0) 20 7186 9927 | |
Yellow Jersey PR (Financial PR & IR to Altus) | +44 (0) 20 3004 9512 |
Elemental Royalties Corp. | +44 (0) 7554 872 794 |
+44 (0) 20 7523 8000 | |
+1 604 694 6035 | |
+44 (0) 20 7917 8500 | |
+44 (0) 20 7283 6000 |
About
Further Information
This announcement is not intended to, and does not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval pursuant to the Merger, in any jurisdiction in which such offer, invitation or solicitation is unlawful.
The Merger will be made solely by means of the Scheme Document, which contains the full terms and conditions of the Merger including details of how to vote in respect of the Scheme.
This announcement does not constitute a prospectus or a prospectus equivalent document.
This announcement has been prepared for the purposes of complying with English law, any applicable securities laws in
Important notices relating to financial advisers
UBS AG London Branch (“
SP Angel is authorised and regulated by the
Overseas shareholders
The release, publication or distribution of this announcement in, into or from jurisdictions other than the
This announcement is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities of Elemental, or the solicitation of any vote or approval in any jurisdiction: (i) in which such offer or invitation is not authorised; (ii) in which the person making such offer or invitation is not qualified to do so; or (iii) in which, or to any person to whom, it is unlawful to make such offer, solicitation or invitation or would impose any unfulfilled registration, publication or approval requirements on Altus, Elemental, or any of their respective directors, officers, agents and advisers. The Merger will be made solely by means of the Scheme Document, which contains the full terms and conditions of the Merger including details of how to vote in respect of the Scheme. Any vote in respect of the Scheme or other response in relation to the Merger should be made only on the basis of the information contained in the Scheme Document.
Unless otherwise determined by Altus or Elemental or required by the Takeover Code, and permitted by applicable law and regulation, this announcement will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Merger within a RestrictedJurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction.
It is the responsibility of any person into whose possession this announcement comes to satisfy themselves as to their full observance of the laws of the relevant jurisdiction in connection with the Merger, the distribution of this announcement, including the obtaining of any governmental, exchange control or other consents which may be required and/or compliance with other necessary formalities which are required to be observed.
Further details in relation to Overseas Shareholders are contained in the Scheme Document.
Notice to US investors in Altus
US Altus Shareholders should note that the Merger relates to the shares of an English company and is proposed to be made by means of a scheme of arrangement provided for under, and governed by, the laws of
Any securities issued by Elemental as a result of this Merger by means of a scheme of arrangement will be issued in reliance upon the exemption from the registration requirements of the Securities Act, pursuant to the exemption from registration set forth in Section 3(a)(10) thereof. Accordingly, the Scheme will be subject to disclosure requirements and practices applicable in the
Except as described in the Scheme Document under the heading ‘Non-IFRS financial measures’, the annual financial statements included or incorporated in this announcement or in the Scheme Document have been prepared in accordance with IFRS and the interim financial statements included or incorporated by reference below have been prepared in accordance with International Accounting Standards (IAS) 34, Interim Financial Reporting. As such, the financial statements included below or incorporated by reference may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. If Elemental exercises its right to implement the Merger of the Altus Shares in accordance with the Co-operation Agreement by way of a Takeover Offer, such offer will be made in compliance with applicable US laws and regulations, including the registration requirements of the Securities Act and the tender offer rules under the Exchange Act and any applicable exemptions provided thereunder.
Neither the Merger nor the Scheme Document have been approved or disapproved by the
It may be difficult for US Altus Shareholders to enforce their rights and any claim arising out of the US federal laws or to enforce against them a judgment of a US court predicated upon the securities laws of the
In accordance with normal
Additional information for Altus Shareholders in
No securities commission or similar authority of
Altus Shareholders in
If Elemental exercises its right to implement the Merger of the Altus Shares in accordance with the Co-operation Agreement by way of a Takeover Offer, such Takeover Offer will be made in compliance with applicable Canadian securities laws or pursuant to an exemption therefrom.
The enforcement by Altus Shareholders in
The distribution of the New Elemental Shares pursuant to the Merger will constitute a distribution of securities that is exempt from the prospectus requirements of Canadian securities law. The New Elemental Shares received pursuant to the Merger will not be subject to resale restrictions and may be resold through registered dealers in each of the provinces and territories of
Altus Shareholders in
Forward Looking Statements
This announcement contains certain forward looking statements with respect to Altus, Elemental and the Merger which are, or may be deemed to be, "forward-looking statements" and "forward-looking information", each as defined under applicable securities laws (collectively,forward-looking statements). Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Elemental and Altus about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.
Forward-looking statements often, but not always, use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", or other words of similar meaning or derivatives thereof (including negative and grammatical variations). These statements are based on assumptions and assessments made by Elemental and/or Altus in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in thisannouncement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements and as such are qualified in their entirety. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions.
The forward-looking statements contained in this announcement include statements related to: the Merger including statements with respect to the implementation thereof; the benefits of the Merger to the Altus Shareholders; the timing for and receipt of all required regulatory, court, stock exchange and shareholder approvals and approvals to complete the Merger; the ability of Altus to satisfy other conditions to, and to complete the Merger; the anticipated timing for completion of the Merger; the closing of the Merger; the expected effects of the Merger on Altus, the expected timing and scope of the Merger and other statements other than historical facts; the intention to seek a delisting of the Altus Shares from AIM and the TSX-V and the Altus Shares will no longer be quoted on the OTCQX market in
In respect of forward-looking statements and information concerning the anticipated completion of the proposed Merger and the anticipated timing for completion of the proposed Merger, Elemental and Altus have provided them in reliance on certain assumptions and believe that they are reasonable at this time, the ability of the applicable parties to receive, in a timely manner, the necessary regulatory, shareholder, court, stock exchange and relevant authority approvals, and the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the Merger. These dates may change for a number of reasons, including unforeseen delays in preparing meeting materials, inability to secure necessary approvals in the time assumed or the need for additional time to satisfy the other conditions to the completion of the Merger. Accordingly, you should not place undue reliance on the forward-looking statements and information in this announcement concerning these times.
Such forward-looking statements involve known and unknown risks, and uncertainties and other important factors that could significantly affect expected results and are based on certain key assumptions. Such risks, uncertainties and factors may cause the actual results, performance or achievements of Elemental or Altus to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These risks, uncertainties and factors include, without limitation: risks associated with the Merger and Mergers generally; the Co-operation Agreement may be terminated in certain circumstances; there can be no certainty that all conditions precedent to the Merger will be satisfied; and the parties will incur costs even if the Merger is not completed and Elemental may have to pay a break fee to Altus if the Co-operation Agreement is terminated in certain circumstances; all necessary approvals may not be obtained. Additional risks, uncertainties and factors include changes in the global, political, economic, business,competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals. For a discussion of important factors which could cause actual results to differ from forward-looking statements in relation to Elemental or Altus, refer to the Scheme Document.
No member of the Altus Group, nor any of their respective associates, directors, officers, employees or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur.
Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and you are therefore cautioned not to place any reliance on these forward-looking statements which speak only as at the date of this announcement. It is expected that these expectations will change as new information is received. Altus does not assume any obligation to update or correct the information contained in this announcement (whether as a result of new information, future events or otherwise), except as required by applicable law. Investors are cautioned that forward-looking statements are not guarantees of future performance and accordingly investors are cautioned not to put undue reliance on forward-looking statements due to their inherent uncertainty.
Publication on website
In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Altus’ website athttps://Altus-strategies.com/and Elemental's website athttps://www.Elementalroyalties.comby no later than 12 noon on the first Business Day following the date of this announcement. For the avoidance of doubt, neither the contents of these websites nor any website accessible from hyperlinks is incorporated into or forms part of this announcement.
This announcement will also be available on SEDAR under Altus's profile atwww.sedar.com.
Hard copy documents
In accordance with Rule 30.3 of the Takeover Code, Altus Shareholders, persons with information rights and participants in the Altus Share Plan may request a hard copy of this announcement by contacting Altus’ registrar, Computershare on +44 (0) 370 707 1884. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the
Information relating to Altus Shareholders
Please be aware that addresses, electronic addresses and certain other information provided by Altus Shareholders, persons with information rights and other relevant persons for the receipt of communications from Altus may be provided to Elemental during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.
Disclosure Requirements of the Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Takeover Code applies must be made by no later than
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8 of the Takeover Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Takeover Code applies must be made by no later than
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offereecompany or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Takeover Code.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Takeover Code).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website atwww.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Market Abuse Regulation Disclosure
This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of
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