High Court approves Falgold deal

of Arrangement whereby all of the ordinary shares of the gold producer not otherwise owned or controlled by New Dawn would be acquired by New Dawn, either for cash or newly issued common shares of New Dawn.
Currently, there are approximately 17 049 000 Falgold ordinary shares held by minority shareholders.
Said New Dawn in a statement: “On October 3, 2012, a hearing was held in the High Court of Zimbabwe to consider sanctioning of the scheme, and as a result, the High Court of Zimbabwe issued an order sanctioning the scheme.
“Subject to the fulfilment of the conditions precedent, the scheme will become binding, and an effective date will be established, by the filing of a certified copy of the Court Order and the scheme with the Registrar of Companies.”
The High Court approval follows a shareholders meeting in which all Falgold shareholders who attended the meeting voted unanimously to approve the scheme.
This is, however, only part of a broader process that requires implementation before the transaction can be completed.
According to New Dawn, the transaction is also conditional upon acceptance by the Toronto Stock Exchange and exchange control approval by the Reserve Bank of Zimbabwe, and approval of the transaction by the board of directors of New Dawn, during which time the shares of Falgold                 will continue to trade on the Zimbabwe Stock Exchange.
The company also said the ZSE has, subject to the fulfilment of the conditions precedent, granted approval for the termination of the listing of Falgold shares on the ZSE.
The local bourse has also granted approval for the listing of the common shares of New Dawn on the ZSE.
New Dawn’s common shares will continue to trade on the Toronto Stock Exchange.
The acquisition of minority shares in Falgold is expected to rationalise New Dawn’s group and capital structure.
The Toronto Stock Exchange-listed company carried out a similar process between 2010 and 2011, when it bought out non-controlling shareholders of its subsidiary, Central African Gold (CAG).
As at February this year, New Dawn had increased its interest in CAG to approximately 95,2 percent up from 89,9 percent in December 2010 and 88,7 percent previously.
New Dawn owns 100 percent of the Turk and Angelus Mine, the Old Nic Mine and the Camperdown Mine. In addition, New Dawn – through Falgold – owns approximately 85 percent of the Dalny Mine, the Golden Quarry Mine and the Venice Mine (currently not in operation), and a portfolio of prospective exploration acreage in Zimbabwe.
Although increasing its stakes in its Zimbabwean-based gold mines, New Dawn has said it is still in the process of implementing its indigenisation compliance plan, which so far includes non-binding term sheets with three indigenous investor groups.