Rio Tinto and Mitsubishi Development have noted the statement given by Coal & Allied Industries that it has signed a Scheme Implementation Agreement with a bid vehicle, which is mutually owned by Mitsubishi Development and Rio Tinto.
Mitsubishi Development and Rio Tinto have planned to buy all the Coal & Allied’s shares, which is not presently owned under a Scheme of Arrangement.
Coal & Allied directors’ committee was established to believe that the primary proposal from Rio Tinto generally urges the Coal & Allied’s shareholders to vote in favor of the planned Scheme, dependent on an independent professional deducing that the Scheme is in the better interests of the minority shareholders of Coal & Allied and there is no proposal better than this.
According to the planned Scheme, the shareholders of Coal & Allied will get cash deliberation of A$125 per share with 39% premium and 25 % premium to the volume for one month with weighted average cost of its shares, which is an increase of A$3 comparing to the consideration of A$122 per share declared previously.
When the Coal & Allied shareholders agree to the Scheme and receive a ruling from the Australian Taxation Office, it will publicize a completely franked extraordinary payment of A$8 per share. Depending on the amount of the special dividend, the amount compensated to the shareholders of Coal & Allied by the bid vehicle, will be lessened correspondingly. It is anticipated to fund the special dividend from the present cash resources of Coal & Allied and/or the loans from Hunter Valley Resources, Rio Tinto and Mitsubishi Development.
The combined indirect and direct interests in Coal & Allied possessed by Mitsubishi Development and Rio Tinto will increase to 20% and 80% respectively, if the Scheme succeeds. Presently, Coal & Allied is owned 75.7% by Rio Tinto and 10.2% by Mitsubishi Development.
Hunter Valley Resources, Rio Tinto and Mitsubishi Development have signed a Framework Agreement to manage their conduct related to the Scheme, and a Shareholders Agreement for managing Coal & Allied’s current operation and management subsequent to Scheme’s implementation.
Mitsubishi Development and Rio Tinto jointly have more than 20% of Coal & Allied, compliant with the requirements of the Corporations Act 2001 and shareholders of Coal & Allied will be required to vote to endorse the applicable joint bid deal between Hunter Valley Resources, Rio Tinto and Mitsubishi Development and their associated bodies corporate prior to the progress of the Scheme. To receive this approval, an extraordinary general meeting (EGM) will be held immediately before the shareholders meeting of Coal & Allied, where it will be voted upon.
This Scheme is put through several conditions that contain Coal & Allied’s shareholder supports, receiving of regulatory approvals, no prescribed incidences, no regulatory action relating to the Scheme, no adverse change in the material and the approval of Foreign Investment Review Board.
The scheduling of the Scheme documentation is with ASIC as planned and will be delivered to the shareholders during October 2011. The meeting for the Scheme and EGM are anticipated to be held during late November 2011 and the Scheme will be effectively implemented in early December 2011.