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Notice of change of interests of substantial holder
2024/05/24 07:05:00Download PDF Stock report
Notice of change of interests of substantial holder THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (596/2014/EU) AS THE SAME HAS BEEN RETAINED IN UK LAW AS AMENDED BY THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. FOR IMMEDIATE RELEASE Goldway Capital Investment Limited (Incorporated in Hong Kong) CR No. 3294426 Off-market takeover offer for all of the ordinary shares in: MC Mining Limited Previously Coal of Africa Limited (Incorporated and registered in Australia) Registration number ABN 008 905 388 ISIN AU000000MCM9 JSE share code: MCZASX/AIM code: MCM 24 May 2024 Notice of change of interests of substantial holder Pursuant to section 671B of the Corporations Act 2001 (Cth), we attach ASIC Form 604 (Notice of change in interests of substantial holder). 1 Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder To Company Name/Scheme MC Mining Limited ACN/ARSN 008 905 388 1. Details of substantial holder (1) Name Goldway Capital Investment Limited CR NO. 3294426 (Goldway), Senosi Group Investment Holdings Proprietary Limited (c. 41.23% shareholder in Goldway), Dendocept Proprietary Limited (c. 6.93% shareholder in Goldway), Jun Liu and Huan Qu as joint trustees for the Golden Eagle Trust (c. 6.50% shareholder in Goldway); Pacific Goal Investment Limited (c. 6.11% shareholder in Goldway); Yi He (c. 2.12% shareholder in Goldway), Jun Liu (c. 1.65% shareholder in Goldway), Golden Archer Investments (Pty) Ltd (c. 0.06% shareholder in Goldway), Shining Capital GP Limited (c. 8.58% shareholder in Goldway), Ying He Yuan Investment (S) Pte Ltd (c. 5.25% shareholder in Goldway), Longelephant International Trade Limited (c. 3.72% shareholder in Goldway) and Eagle Canyon International Group Holding (Hong Kong) Limited (c. 17.85% shareholder in Goldway) (together the Consortium) ACN/ARSN (if applicable) N/A There was a change in the interests of the substantial 22/05/2024 holder on The previous notice was given to the company on 23/04/2024 The previous notice was dated 23/04/2024 2. Details of voting power The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows: Class of securities (4) Previous notice Present notice Person's votes Voting power (5) Person's votes Voting power (5) Fully paid ordinary 379,545,251 93.05% 379,752,309 *91.72% shares (MCM Shares) * Based on current issued capital of 414,013,349 MCM Shares on issue as at 22/05/2024. 3. Changes in relevant interests Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in the voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows: Consideration given Class and Person's votes Person whose Nature of in relation to change number of affected Date of change relevant interest has change (6) (7) securities changed affected Consortium and N/A 262,498,010 262,498,010 22/05/2024 Dilution due to Goldway MCM Shares issue of shares by 1 the Company and acquisition of relevant interests as a result of on market acquisitions Dilution due to N/A 117,254,299 117,254,299 Consortium and 22/05/2024 issue of shares by MCM Shares Goldway the Company 4. Present relevant interests Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows: Holder of Registered holder of Person entitled Nature of relevant Class and Person's votes relevant securities to be registered interest (6) number of interest as holder (8) securities The Each Consortium Each Consortium Pursuant to section 262,498,010 262,498,010 Consortium Member listed in the Member listed in 608(1)(a) of the MCM Shares Members 'Consortium member' the 'Consortium Corporations Act 2001 listed in the column of the table in member' column (Cth) (Corporations Act) 'Consortium Annexure A, for the of the table in as the registered holder of member' amount of shares Annexure A, for the shares column of the listed for that the amount of Pursuant to section table in Consortium Member shares listed for 608(1)(b) and (c) of the Annexure A in the 'Shareholding that Consortium Corporations Act Goldway in MCM' column of Member in the (Corporations Act) in the same table 'Shareholding in respect of the MCM MCM' column of shares held by each other the same table Consortium Member as a result of each Consortium members' current shareholding in Goldway, and Goldway's off-market takeover bid which closed on 22 April 2024 (Offer). Consortium Goldway Goldway As above 117,254,299 117,254,299 Goldway MCM Shares 5. Changes in associates The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial shareholder in relation to voting interests in the company or scheme are as follows: Name and ACN/ARSN (if applicable) Nature of association N/A N/A 6. Addresses The address of persons named in this form are as follows: Name Address The Consortium members listed in the The addresses listed in the 'Registered address and contact details' column of the 'Consortium members' column of the table in Annexure A table in Annexure A Goldway R16/3F Eton Tower, 8 Hysan Avenue, Causeway Bay, Hong Kong Page 2 Signature print name Jun Liu capacity Director sign here date 24 May 2024 DIRECTIONS (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form. (2) See the definition of 'associate' in section 9 of the Corporations Act 2001. (3) See the definition of 'relevant interest' in sections 608 and 671B(7) of the Corporations Act 2001. (4) The voting shares of a company constitute one class unless divided into separate classes. (5) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. (6) Include details of: (a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies). See the definition of 'relevant agreement' in section 9 of the Corporations Act 2001. (7) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired. (8) If the substantial holder is unable to determine the identity of the person (e.g. if the relevant interest arises because of an option) write 'unknown'. (9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. Page 3 ANNEXURE A MC MINING LTD ACN 008 905 388 THIS IS ANNEXURE A OF 1 PAGE REFERRED TO IN FORM 604 NOTICE OF CHANGE IN INTERESTS OF SUBSTANTIAL HOLDER SIGNATURE OF JUN LIU 24 May 2024 DATE 1 Consortium member Country of Registered address and contact details Shareholding in Voting Power incorporation MCM in MCM Senosi Group South Africa Address: 4th Floor, Park Lane West, 197 Amarand Avenue, 95,357,455 23.03% Investment Holdings Menlyn Maine, Pretoria, South Africa, 0081 Proprietary Limited Dendocept Proprietary South Africa Address: 1st Floor, Greystone, Fourways Golf Park, 32 Roos 28,265,593 6.83% Limited Street, Fourways 2191, Johannesburg, South Africa Jun Liu and Huan Qu N/A Address: 1st Floor, Greystone, Fourways Golf Park, 32 Roos 26,499,345 6.40% as joint trustees for the Street, Fourways 2191, Johannesburg, South Africa Golden Eagle Trust Pacific Goal Hong Kong Address: R16/3F Eton Tower, 8 Hysan Avenue, Causeway Bay, 24,927,757 6.02% Investment Limited Hong Kong Yi He N/A Address: 1st Floor, Greystone, Fourways Golf Park, 32 Roos 8,664,674 2.09% Street, Fourways 2191, Johannesburg, South Africa Jun Liu N/A Address: 1st Floor, Greystone, Fourways Golf Park, 32 Roos 6,735,240 1.63% Street, Fourways 2191, Johannesburg, South Africa Golden Archer South Africa Address: 1st Floor, Greystone, Fourways Golf Park, 32 Roos 264,845 0.06% Investment (Pty) Ltd Street, Fourways 2191, Johannesburg, South Africa Shining Capital GP Hong Kong Address: One Nexus Way, Camana Bay, Grand Cayman, KY1- 35,000,000 8.45% Limited 9005, Cayman Islands Ying He Yuan Singapore Address: 24 Ean Kiam Place, Singapore, 4299115 21,413,462 5.17% Investment (S) Pte Ltd Longelephant Hong Kong Address: 12F, San Toi Building, 137-139 Connaught Road 15,162,581 3.66% International Trade Central, Hong Kong Limited Eagle Canyon Hong Kong Address: R16/3F Eton Tower, 8 Hysan Avenue, Causeway Bay, 207,058 0.05% International Group Hong Kong Holding (Hong Kong) Limited TOTAL 262,498,010 63.40% Date: 24-05-2024 07:05:00 Produced by the JSE SENS Department. 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