공지 • Sep 02
Deterra Royalties Limited completed the acquisition of Trident Royalties Plc (AIM : TRR) from group of sellers.
Deterra Royalties Limited entered into an agreement to acquire Trident Royalties Plc (AIM : TRR) from group of sellers for approximately £144 million on June 13, 2024. Under the terms, £0.49 per share in cash will be given. Transaction will be financed through ridge facility of £150 million Transaction is subject to approval from court and the Trident Directors intend to recommend unanimously that Trident Shareholders vote (or procure votes) in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting. The Scheme will be governed by English law. The Scheme will be subject to the jurisdiction of the English courts and the applicable requirements of the Code, the Panel, the London Stock Exchange, the FCA and the AIM Rules. Transaction is expected to close on September 30, 2024. On June 27, 2024, Deterra was advised by Amati that it had sold 7,275,000 of the Trident Shares subject to the letter of intent (the "Sold Shares") and were no longer in a position to vote the Sold Shares in favour of the Scheme at the Court Meeting and in favour of the Resolution to be proposed at the General Meeting. On June 28, 2024, Deterra was advised by Amati that it had sold 1,150,000 of the Trident Shares subject to the letter of intent (the "Further Sold Shares") and were no longer in a position to vote the Further Sold Shares in favour of the Scheme at the Court Meeting and in favour of the Resolution to be proposed at the General Meeting. Therefore, the total number of Trident Shares which are subject to the letter of intent received by Deterra in relation to Trident Shares has reduced to 3,282,015 Trident Shares, representing approximately 1.1 per cent. of the issued share capital of Trident as at the close of business on June 27, 2024. Therefore, the total number of Trident Shares which are subject to either irrevocable undertakings or the non-binding letter of intent in relation to Trident Shares is 75,676,035, representing approximately 25.8 per cent. of the issued ordinary share capital of Trident as at close of business on June 28, 2024. As of July 2, 2024, the total number of Trident Shares which are subject to irrevocable undertakings in relation to Trident Shares is 76,554,708, representing approximately 26.1 per cent. of the issued ordinary share capital of Trident. The waiver by any Third Party of any termination right, right of pre-emption, first refusal or similar right arising as a result of or in connection with the Acquisition including, without limitation, its implementation and financing or the proposed direct or indirect acquisition of any shares or other securities in, or control or management of, Trident by any member of the Deterra Group. The Scheme will require approval at a meeting of Scheme Shareholders convened with the permission of the Court to be held at the offices of Simmons & Simmons LLP on July 26, 2024. As of July 5, 2024, The Trident Directors, who have been so advised by BMO as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable, accordingly, the Trident Directors unanimously recommend that Trident Shareholders vote (or procure votes) in favor of the Scheme at the Court Meeting and the Resolution at the General Meeting. Trident have also agreed to extend the Long Stop Date from 30 September 2024 to 31 October 2024. A Scheme Sanction Hearing has now been scheduled for August 29, 2024. As of July 26, 2024, Trident Royalties Plc shareholders approved the transaction. As of August 29, 2024, the boards of Bidco and Trident are pleased to announce that the High Court of Justice in England and Wales has today made an order sanctioning the Scheme pursuant to which the Acquisition is being implemented. The Scheme will become Effective upon the delivery of a copy of the Court Order to the Registrar of Companies, which is expected to occur on September 2, 2024.
Mathew Hocking, Jamie Riddell, James Robinson and Jonty Edwards of J.P. Morgan Securities acted as financial advisor to Deterra Royalties Limited and Trident Royalties. Neville Spry, Michael Smith and Tom Waddell of Gresham Advisory Partners acted as financial advisor to Deterra Royalties and Trident. Gary Mattan, Tom Rider, Andrew Cameron and Nick Macann of BMO Capital Markets Limited acted as financial advisor to Trident. Eversheds Sutherland acted as legal advisor to Deterra Group. King & Wood Mallesons is retained as Australian legal adviser to the Wider Deterra Group. Alexander Keepin and Mark Curtis of Simmons & Simmons LLP is retained as legal adviser, Grant Thornton UK LLP, Tamesis Partners LLP and Stifel Nicolaus Europe Limited acted as financial advisor and Neville Registrars is registrar to Trident.
Deterra Royalties Limited completed the acquisition of Trident Royalties Plc (AIM : TRR) from group of sellers on September 2, 2024.