TIDMAGLD
RNS Number : 8920F
Allied Gold Limited
04 May 2011
FOR IMMEDIATE RELEASE 4 May 2011
allied gold limited
("the Company")
SCHEME OF ARRANGEMENT
COURT ORDERS CONVENING OF SCHEME MEETINGS
The directors of Allied Gold Limited (Allied) are pleased to
announce that today, Wednesday 4 May 2011, the Supreme Court of
Queensland, Australia made orders for the convening of two separate
meetings of the shareholders and optionholders of Allied (Scheme
Meetings) to vote on the two cross-conditional schemes of
arrangement (Schemes).
If the Schemes are approved by shareholders and optionholders at
the Scheme Meetings, a new UK domiciled company, Allied Gold Mining
PLC, will become the holding company of Allied.
The Scheme Meetings will be held on 6 June 2011 at The Hilton
Brisbane Hotel, 190 Elizabeth Street, Brisbane, Queensland. The
optionholders scheme meeting will take place at 10.00am (AEST) and
the shareholders scheme meeting will take place at 10.30am
(AEST).
If the Schemes are implemented:
-- Allied shareholders will receive one ordinary share or CHESS
Depository Interest (CDI) in Allied Gold Mining PLC for every 6
Allied ordinary shares held by the shareholder;
-- Allied optionholders will receive one option on the same
terms and conditions as their existing option for every 6 Allied
options held by the optionholder; and
-- Allied depositary interest (DI) holders will receive one
Allied Gold Mining PLC share for every 6 Allied DIs held by the DI
holder,
except in the case of ineligible foreign shareholders, who will
receive their scheme consideration in cash. Please see the scheme
booklet for further details.
By issuing one Allied Gold Mining PLC share or option for every
six Allied shares or options on issue, the number of securities
issued by Allied Gold Mining PLC will be significantly reduced.
Allied believes that a one for six capital consolidation will
provide a capital structure that is more consistent with UK and
North American general market practice of having a smaller number
of higher value securities. It is believed this will enhance the
marketability of Allied Gold Mining PLC securities.
Scheme Booklet and Option Explanatory Statement
Details of the Schemes, including details of how Allied
shareholders, optionholders and DI holders can vote at the Scheme
Meetings are set out in the scheme booklet. Allied optionholders
should also refer to the option explanatory statement which will be
issued to Allied optionholders in conjunction with the scheme
booklet.
Allied will today lodge the scheme booklet and option
explanatory statement with the Australian Securities and
Investments Commission (ASIC).
The relevant scheme booklets, notice of scheme meetings and
instructions on how to vote will be posted to Allied shareholders,
optionholders and DI holders and lodged with the Australian
Securities Exchange (ASX), the Toronto Stock Exchange (TSX) and
Londons AIM Market (AIM) on Friday 6 May 2011.
Allied shareholders, optionholders and DI holders should read
the scheme booklet (and if an optionholder, the option explanatory
statement also) in its entirety before making a decision whether or
not to vote in favour of the Schemes.
Independent Expert
The Independent Expert, Ernst & Young Transaction Advisory
Services Limited, has concluded that the Schemes are in the best
interests of Allied shareholders, optionholders and DI holders. A
copy of the Independent Expert's Report is set out in Annexure A of
the scheme booklet.
Director's Recommendation
The directors of Allied have carefully considered the Schemes
and unanimously recommend that Allied shareholders, optionholders
and DI holders vote in favour of the Schemes. Each of the directors
of Allied intend to vote all Allied shares and options held by (or
on behalf of) them in favour of the Schemes.
Second Court Hearing Date
If the Allied shareholders and optionholders approve the Schemes
at their meetings on Monday 6 June 2011, the Supreme Court of
Queensland will then need to grant final approval of the Schemes at
a second court hearing scheduled for Monday 20 June 2011.
For further information, contact:
Simon Jemison Investor Relations & Media + 61 0418 853
922
Rebecca Greco Investor Relations, North America +1 416 839
8610
David Simonson c/. Merlin PR +44 20 7726 8400
Beaumont Cornish Limited
Roland Cornish
Beaumont Cornish Limited
T: +44 (0) 20 7628 3396
This information is provided by RNS
The company news service from the London Stock Exchange
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