Scheme of Arrangement
Rex Minerals Ltd Scheme of Arrangement with MACH Metals Australia Pty Ltd
Scheme Implementation
The Scheme of Arrangement was implemented on Wednesday, 30 October 2024, with payment of the Scheme Consideration of A$0.47 per share made to all Rex Minerals Shareholders on 30 October 2024.
Rex was delisted and its securities removed from the ASX as at the close of business on 31 October 2024.
Background to Scheme of Arrangement
Rex Minerals held a Shareholders’ Scheme Meeting at 10:00am on Thursday, 10 October 2024. The meeting was held at the offices of Baker McKenzie, Level 19, 181 William Street, Melbourne Victoria. The results of the Meeting, which reflected strong support from Shareholders, are available in the link below.
The Company also announced receipt of FIRB approval for the Scheme of Arrangement with MACH Metals Australia Pty Ltd (announcement below).
The Second Court Hearing was held on Tuesday, 15 October 2024 and the Federal Court of Australia made orders approving the Scheme for the proposed acquisition by MACH Metals (announcement below).
The Company announced the Scheme was legally effective on 16 October 2024. It is expected that quotation of Rex shares on the ASX will be suspended from the close of trading on Wednesday, 16 October 2024 (announcement below).
ASX lodged a confirmation of Suspension from Quotation of RXM at close of business on Wednesday, 16 October 2024 (announcement below).
The Scheme’s Implementation Date is currently Wednesday, 30 October 2024. Payment of the Scheme Consideration (A$0.47 per share) will be made to all Rex Minerals Shareholders, as detailed in the Scheme Booklet (section 4.2).
Key Points
Rex has entered into a Scheme Implementation Deed (SID) with its major shareholder MACH to acquire all of the shares it does not already own for cash consideration of A$0.47 per share.
The offer price implies a fully diluted equity value of A$393 million and represents a significant premium of 79% to Rex’s 30-day VWAP and 98% to the 90-day VWAP.
MACH’s offer price follows a competitive global partnering process and delivers Rex shareholders a certain outcome and an accelerated realisation of value.
The Transaction is subject to limited conditions including FIRB approval (which has been applied for) and Rex shareholder approval. The Transaction is not subject to financing or due diligence conditions.
The Rex Board unanimously recommends the Transaction in the absence of a superior proposal and subject to the independent expert concluding and continuing to conclude that the Transaction is in the best interests of Rex shareholders.
Further Information
If shareholders have any queries in relation to the Scheme, they can contact Rex on 1300 822 161 (within Australia) or +61 3 9068 3077 (outside Australia). Alternatively, email queries can be sent to the attention of the Company Secretary at rex@rexminerals.com.au.
Shareholders can also contact Computershare Investor Services on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia).
Important Links
ASX Announcement - Scheme Implementation, 30 October 2024
ASX Announcement - ASX Confirmation of Suspension from Quotation, 16 October 2024
ASX Announcement - Scheme Legally Effective, 16 October 2024
ASX Announcement - Court approves Scheme, 15 October 2024
ASX Announcement - FIRB Approval Received, 10 October 2024
ASX Announcement - Shareholders Scheme Meeting Results, 10 October 2024
ASX Announcement - Shareholders’ Scheme Meeting & Scheme Booklet, 4 September 2024
ASX Announcement - Rex Minerals enters a A$393M Scheme Implementation Deed with MACH, 8 July 2024