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EARTHS ENERGY LIMITED — M&A Activity 2017
Jun 27, 2017
64823_rns_2017-06-27_5c8767f5-184d-4734-9263-56fea41c2a62.pdf
M&A Activity
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28 June 2017
ASX Release
ASX Code: CXX
RESULTS OF SCHEME MEETING
PERTH, Western Australia – 28 June 2017: Cradle Resources Limited (“Cradle” or “Company”) (ASX: CXX) is pleased to advise that eligible Cradle shareholders today approved the scheme of arrangement by which Tremont Investments Limited (“ Tremont ”) will acquire all of the issued shares of Cradle (the “ Scheme ”). If the Scheme is implemented, scheme participants will receive A$0.33 per share.
Results of Scheme Meeting
The Scheme Meeting was held today at 10.00 am (WST) and attended by the holders of fully paid ordinary shares in Cradle. The resolution was voted on in accordance with the Notice of Scheme Meeting previously provided to the Australian Securities Exchange (“ ASX ”) and included as Annexure 5 to the Scheme Booklet.
The resolution to approve the Scheme was passed by the requisite majorities, following a poll taken at the meeting which was conducted by Link Market Services Limited.
The results of the poll conducted were as follows:
| Resolution | Results | For | Against | Abstain | % For |
|---|---|---|---|---|---|
| 1. Approval ofthe Scheme | Number of Votes Cast | 105,425,905 | 355,167 | - | 99.7% |
| Number ofShareholders Voting | 225 | 6 | - | 97.4% |
In accordance with Section 251AA of the Corporations Act 2001 , the following information is also provided:
| Resolution | Number of | Proxy Votes | ||
|---|---|---|---|---|
| For | Against | Abstain | Proxy’sDiscretion | |
| 1. Approval of the Scheme | 105,415,905 | 355,167 | - | 10,000 |
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Notice of Second Court Hearing
The Second Court Hearing will be held at 10.15am (WST) on Tuesday 4 July 2017 at the Federal Court of Australia at Peter Durack Commonwealth Court Building, 1 Victoria Avenue, Perth, Western Australia. Please see the attached notice for further details regarding the Second Court Hearing.
Scheme Timetable
Expected key dates for the Scheme are set out below:
| Event | Date |
|---|---|
| Court hearing for approval of the Scheme | 4 July 2017 |
| Effective Date of the Scheme | 5 July 2017 |
| Last date of trading of Cradle Shares on ASX | 5 July 2017 |
| Record Date for determining entitlements to the Scheme Consideration | 12 July 2017 |
| Implementation Date for the Scheme and issue of the Scheme Consideration | 19 July 2017 |
All stated dates and times are indicative only. The actual timetable will depend on many factors outside the control of Cradle, including the Court approval process and the satisfaction or waiver of the conditions precedent to the completion of the Scheme by each of Cradle and Tremont. Any changes to the above timetable will be announced to ASX.
The Company will continue to keep shareholders updated on status of the Scheme as the timetable progresses.
Contact Information:
For further information, please contact:
Greg Swan, Company Secretary Tel: +61 8 9322 6322
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Cradle Resources Limited ACN 149 637 016
Notice of hearing to approve scheme of arrangement
TO all the members of Cradle Resources Limited ACN 149 637 016 ( Cradle ).
TAKE NOTICE that at 10.15am on 4 July 2017, the Federal Court of Australia at Peter Durack Commonwealth Court Building, 1 Victoria Avenue, Perth, Western Australia 6000 will hear an application by Cradle seeking the approval of a scheme of arrangement between Cradle and its members as proposed by a resolution passed by the meeting of the members of Cradle held on 28 June 2017.
If you wish to oppose the approval of the scheme of arrangement, you must file and serve on the plaintiff (being Cradle) a notice of appearance, in the prescribed form, together with any affidavit on which you wish to rely at the hearing. The notice of appearance and affidavit must be served on Cradle at its address for service at least one day before the date fixed for the hearing of the application.
The address for service of the plaintiff is c/o DLA Piper Australia, Level 31 Central Park, 152-158 St Georges Terrace, Perth, Western Australia 6000 (Attention: Scott Gibson). Alternatively, by email to [email protected]. This notice is given by DLA Piper Australia, solicitors for Cradle.
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