New dawn for Falgold

Monday, Falgold shareholders unanimously voted to approve the proposed scheme by New Dawn to take full control of the mine.
“(The) Falgold shareholders who attended the meeting voted unanimously to approve the scheme, which will bind all Falgold minority shareholders, subject to sanctioning by the High Court of Zimbabwe,” said New Dawn in a statement.
It is expected that a hearing will be held in the High Court of Zimbabwe on October 3, to consider sanctioning of the scheme. Falgold had earlier proposed a Scheme of Arrangement, whereby all of the ordinary shares of Falgold not otherwise owned or controlled by New Dawn would be acquired by the company, either for cash or newly issued common shares of New Dawn
There are approximately 17 049 000 Falgold ordinary shares held by Falgold minority shareholders.
Under the scheme, to which shareholders have approved, all of the Falgold ordinary shares would be acquired by New Dawn, in exchange for either one New Dawn common share for every five Falgold shares, or US$0,20 for every single Falgold share.
Additionally in terms of the scheme, in the event that a Falgold shareholder does not make an election regarding the form of consideration that they wish to receive, they will be paid cash for their Falgold shares.
Conclusion of the scheme will result in Falgold becoming a wholly owned subsidiary of New Dawn, which will also result in Falgold delisting its shares on the Zimbabwe Stock Exchange. “The Zimbabwe Stock Exchange has, subject to the fulfilment of the various conditions precedent to the conclusion of the scheme, granted approval for the termination of the listing of Falgold shares on the ZSE. Following the successful conclusion of the scheme and the delisting of the ordinary shares of Falgold from the ZSE, the bourse has granted approval for the listing of the common shares of New Dawn on the ZSE,” said the company.
However, New Dawn’s common shares will continue to trade on the TSX. The scheme will, however, become effective upon the satisfaction of certain conditions including the issuance of an Order of the High Court of Zimbabwe sanctioning the scheme, the receipt of necessary regulatory approvals in Canada and Zimbabwe, including, but not limited to, 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 this time Falgold shares will continue to trade on the ZSE.
New Dawn says it expects the satisfaction of all of the conditions precedent could take up to several months.
New Dawn says it expects that a maximum of approximately 2 900 000 of its common shares may be issued pursuant to the scheme, however, also realising that a lesser amount of common shares may be issued, depending on how many Falgold shareholders elect to receive the cash alternative under the scheme.
The company also owns in whole the Turk and Angelus Mine, the Old Nic Mine and the Camperdown Mine.

 

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