Each one in plain English, with the numbers worked through for a shareholder.
24 June 2024director officer appointment● NeutralMajor
CEO Godfrey Gomwe resigned effective 30 June 2024, after the Goldway takeover that left it holding over 93%. His 8,000,000 options vested. Interim chairman Mathews Senosi says the company must still finalise funding for Makhado.
MC Mining explains Goldway's buy-out offer at A$0.16, open to 25 June 2024. Holders who do not accept keep their shares as minority holders. Delisting from ASX and JSE has not formally started and would not happen before the buy-out ends.
Goldway started a compulsory buy-out offer at A$0.16 per share (ZAR1.96068), on the same terms as the takeover. It closes 25 June 2024, with payment on 16-18 July. It applies only to shares issued before 8 April 2024.
Goldway's offer closed 22 April and was completed 30 April, leaving its group with 93.05%. MC Mining will leave AIM on 19 June 2024 (last trade 18 June). ASX and JSE listings continue for now; liquidity may fall sharply.
Shareholder Dendocept, part of the Goldway consortium, gave notice of its intention to move a resolution to remove director Andrew Mifflin. It also plans to requisition a shareholder meeting for other resolutions. This continues the push to reshape the board.
Quarterly cash flow: operating outflow US$0.4m, investing outflow US$0.5m; cash ended at US$2.17m (US$3.37m at start). The IDC loan of US$8.5m matures 30 September 2024. An ABSA overdraft of US$1.3m is also drawn.
March quarter: Uitkomst ROM coal rose 14% to 115,909t; cash and facilities were US$2.2m (US$3.4m prior quarter). Makhado funding and early works were halted by the takeover, with activity to restart once it is complete. A three-month Paladar offtake term sheet was signed for Uitkomst.
Chairman Nhlanhla Nene, chair since April 2022, stepped down as director and chairman effective 25 April 2024. He leaves after the Goldway offer closed, continuing the board turnover that followed Mosehla's exit.
Khomotso Mosehla, a director since late 2010 and chair of the Independent Board Committee and Audit & Risk Committee, resigned on 19 April 2024. This came days before Goldway's offer closed, as it moved toward board control.
Goldway's sixth supplementary statement points to the independent committee's change of view and repeats that A$0.16 is best and final, closing 22 April. It reserves the right to buy shares on-market at or below A$0.16.
Goldway's fifth supplementary statement says it held 83.87% as of 5 April. It plans to replace the board and delist MC Mining from ASX, AIM and JSE, and compulsorily acquire the rest if it reaches 91.08%. A$0.16 is best and final; offer closes 22 April.
With the offer unconditional and Goldway's group holding 83.67%, the independent committee reversed course: shareholders should now consider accepting A$0.16. It cites planned delisting, possible compulsory acquisition at 91.075%, poor liquidity and no likely rival bid.
Goldway declared its A$0.16 offer unconditional after the minimum acceptance condition was met, and extended it to 22 April 2024. It says no further extension is intended. Goldway's takeover of MC Mining is now effectively assured.
The independent committee criticised Goldway's extension to 19 April as reneging on its 'best and final' statements. Goldway held 76.4% against the 82.19% needed; acceptances were 12.1% of shares. The DO NOT ACCEPT recommendation stands.
Goldway's status-of-conditions notice shows its voting power at 80.28%, with the minimum acceptance condition still unmet. The offer closes 19 April unless extended, and will lapse if the condition is not met.
The independent committee answers Goldway's fourth supplementary statement, still recommending DO NOT ACCEPT. It denies Vele is on care and maintenance, citing Operation Shandukani, and notes BDO's Vele valuation of ZAR584m (A$46m) and A$0.285 preferred share value.
Goldway extended its A$0.16 offer from 5 April to 19 April 2024 using ASIC relief, despite earlier saying it would not extend. The offer was still conditional at this point.
Goldway's fourth supplementary Bidder's Statement criticises the independent committee's response and repeats that Vele is on care and maintenance, citing about US$938.5m of accumulated losses. It calls A$0.16 an attractive, certain exit price; the price is unchanged.
The independent committee rebuts Goldway's third supplementary statement, maintaining DO NOT ACCEPT. It says BDO's 'neither fair nor reasonable' conclusion and A$0.214-0.356 value stand, and that Vele is not on care and maintenance and insolvency claims are inaccurate.
Goldway notified that its A$0.16 bid still lacked the unwaivable 50.1% minimum acceptance, with Goldway's voting power at 71.69%. It plans to declare the offer unconditional and extend 10 business days if the condition is met by 5 April.
Goldway's third supplementary Bidder's Statement says A$0.16 is its best and final offer, with no price increase or extension absent a competing proposal. It argues insolvency risk if shareholders don't accept, citing cash of US$2.0m.
The independent committee rebuts Goldway's claims: it denies breaching the Act and says Vele is downscaled, not on care and maintenance. It cites BDO's pre-offer value of A$0.214-0.356 per share (preferred A$0.285) against the A$0.16 bid.
The supplementary Target's Statement includes BDO's independent expert report, which found Goldway's A$0.16 offer neither fair nor reasonable. The independent committee maintains its DO NOT ACCEPT recommendation; the offer closes 5 April 2024.
MC Mining announced release of the supplementary Target's Statement. BDO found Goldway's A$0.16 offer neither fair nor reasonable, and the independent committee still unanimously recommends DO NOT ACCEPT. The offer stays open until 5 April 2024 unless extended.
Cover notice lodging the supplementary Target's Statement and expert report, with an access letter to shareholders. It repeats that the expert found the A$0.16 offer neither fair nor reasonable and the committee says DO NOT ACCEPT.
Half-year accounts to 31 December 2023 are filed. Uitkomst run-of-mine output rose 20% to 268,464t, helped by the Operation Phenduka turnaround, while API4 coal prices averaged US$112/t versus US$265/t a year earlier.
Half-year revenue rose 80% to US$25.2m on Uitkomst volumes and Vele restarting, but loss after tax widened to US$5.8m (US$1.3m before) and cash fell to US$2.0m from US$7.5m at June 2023. Makhado funding had been advanced before the takeover notice.