This satisfies one of the remaining conditions set out in the Merger Implementation Deed, a copy of which was released to ASX on 20 November 2017. CMMC shareholders will meet at 2:00pm on 26 March 2018 (Vancouver time) to consider and if thought fit approve the issuance of the Scheme consideration. Subject to the outcome of that vote, Altona and CMMC expect the remainder of the conditions to the Scheme to be satisfied or waived in due course.
Altona will now apply to the Federal Court of Australia (“Court”) for orders to approve the Scheme at a hearing scheduled for 3:30pm on Tuesday, 3 April 2018. If the Scheme is approved by the Court, Altona expects to lodge the Court orders approving the Scheme with ASIC on Wednesday, 4 April 2018. On and from this date, the Scheme will become effective in accordance with section 411(1) of the Corporations Act 2001 (Cth) (“Corporations Act”). Once this has occurred, trading in Altona’s shares is expected to cease at close of trading on 4 April 2018. It is currently expected that CMMC Chess Depositary Instruments (CDIs) will commence trading on a deferred basis on 5 April 2018.
Details of the votes cast at the Scheme Meeting and details of the outcome of the resolutions are set out below in accordance with Listing Rule 3.13.2 and section 251AA of the Corporations Act.
“That, pursuant to and in accordance with section 411 of the Corporations Act, the Scheme, the terms of which are contained in and more particularly described in the Scheme Book (of which this Notice of Scheme Meeting forms part) is approved (with or without modification as approved by the Court).”
The resolution was carried on a poll. The requisite majorities are more than 50% of shareholders voting and more than 75% of shares voted.
The key events and the expected timing in relation to the approval and implementation of the Scheme are set out in the table below.
Second court hearing 3 April 2018
Scheme becomes effective 4 April 2018
New CMMC CDIs commence trading on ASX on deferred settlement basis 5 April 2018
Record date for shares entitled to new CMMC CDIs 11 April 2018
New CMMC CDIs commence trading on ASX on a normal basis 19 April 2018
Note that the dates in the timetable are subject to change. Any changes to the indicative timetable will be released to ASX.
Upon implementation of the Scheme, Kevin Maloney, Paul Hallam and Steven Scudamore, will resign from the Board of the company, and Jim O’Rourke, Don Strickland, Rod Shier and Eric Hughes will be appointed as directors.
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