SYDNEY: Sandfire Resources and MOD Resources Limited announced the execution of a binding Scheme Implementation Deed (SID) for the implementation of a Scheme of Arrangement under which Sandfire will acquire 100% of the issued and to be issued share capital of MOD.
Under the Scheme, each MOD shareholder will elect to receive either:
- 0.0664 Sandfire shares for 1 MOD share (Scrip Consideration); or
- Cash of A$0.45 per share up to a maximum of A$41.6 million – representing 25% of the overall consideration (Maximum Cash Consideration).
Each of these alternatives implies Scheme Consideration of A$0.45 per share (Implied Scheme Consideration), with an implied equity value of A$167 million for MOD.
The total cash consideration payable to MOD shareholders who elect the Maximum Cash Consideration is capped at A$41.6 million.
If a MOD shareholder elects for the Maximum Cash Consideration and the Cash Cap is not exceeded, the MOD shareholder will receive A$0.45 per share. If a MOD shareholder elects for the Maximum Cash Consideration and the Cash Cap is exceeded, the MOD shareholder will receive less than A$0.45 per share in cash, with the remainder in the form of Sandfire shares at a deemed issue price of A$6.78 (based on the 5 day VWAP up to 24 June 2019) per Sandfire share. The SID (a full copy of which is attached to this announcement) contains further details on the consideration to be provided under the Scheme.
MOD shareholders who receive Sandfire shares will have the opportunity to receive any dividend paid by Sandfire if the Scheme is implemented on or before 15 November 2019.