The Company proposes to complete the going private transaction by way of a share consolidation and purchase (the 'Consolidation') of all common shares ('Common Shares'), other than the Common Shares held by Belvedere Resources DMCC ('Belvedere'), for cash consideration of
The Consolidation will be effected on a basis of one Common Share per 60,000,000 pre-Consolidation Common Shares. Following the Consolidation, the Company will purchase for cancellation all of the Common Shares held by Shareholders who hold less than one whole post-Consolidation Common Share. Shareholders holding fractional Common Shares, including Shareholders holding fractional Common Shares through
Belvedere currently owns 662,939,177 Common Shares representing 90% of the Company's outstanding Common Shares. The Company has 736,599,086 Common Shares issued and outstanding as of
The dates and times set out above are subject to change, with the approval of the TSX-V (and JSE, if required). Any change in the dates and times will be published on SEDAR and SENS.
Shareholders on the JSE share register may not dematerialize or rematerialize their Common Shares from
All times are stated in Eastern Standard Time unless otherwise specified.
Beneficial non-registered Shareholders must provide their intermediaries with their instructions for voting at the Meeting by the cut-off date and time stipulated by their intermediaries, pursuant to the terms of their respective custody agreements.
If the Meeting is adjourned or postponed, the Forms of Proxy submitted for the Meeting will remain valid in respect of any adjournment(s) or postponement(s) of the Meeting.
Shareholders shall be prohibited from transferring their Common Shares between the JSE and the TSXV share registers from
Special Meeting of Shareholders
The record date for the determination of registered Shareholders entitled to receive notice of, and to vote at, the Meeting was the close of business on
At the Meeting, the Company will seek the approval of Shareholders for a special resolution authorizing the Consolidation (the 'Consolidation Resolution'), which if passed, would result in the Company being taken private. In order for the Consolidation to be effective, the Consolidation Resolution must be approved by not less than two-thirds of votes cast by Shareholders represented by proxy at the Meeting. Shareholders will have the right to dissent provided for in section 185 of the Business Corporations Act (
The management information circular (the 'Circular') being sent to Shareholders in connection with the Meeting contains a detailed description of the Consolidation and other information relating to the Company, the conduct of the Meeting and Shareholders' right of dissent. Shareholders are urged to read the Circular carefully and in its entirety. Shareholders who have any questions or need additional information with respect to the voting of their Common Shares should consult their financial, legal, tax or other professional advisors. The Circular and related Meeting materials will be available under the Company's profile on SEDAR at www.sedar.com.
Special Committee and Board Approval
A special committee of independent directors (the 'Special Committee') of the Company's board of directors (the 'Board'), comprised of Mr.
Based on the recommendation of the Special Committee, on
Multilateral Instrument 61-101 - Protection of Minority Shareholders in Special Transactions
The Consolidation will constitute a 'business combination' within the meaning of Multilateral Instrument 61-101 - Protection of Minority Shareholders in Special Transactions ('MI 61-101'). The Consolidation is exempt, however, from (i) the minority approval requirement under MI 61-101 pursuant to Section 5.7(1)(g) thereof, as Belvedere owns 90% of the issued and outstanding Common Shares and Shareholders are entitled to dissent rights in connection with the Consolidation, and (ii) the valuation requirement under MI 61-101 pursuant to Section 4.4(1)(a) thereof, as the Common Shares are not listed on the specified markets set out therein.
About
Buffalo is a coal producer in
The Company has its primary listing on the
Forward-Looking Statements
This press release may contain forward looking information within the meaning of applicable securities legislation, which reflects the Company's current expectations regarding future events. Forward looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Company's control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward looking information. The Company does not undertake any obligation to update such forward looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.
Contact:
Email: emma.oosthuizen@buffalocoal.co.za
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