- The revised, conditional and non-binding offer has an exchange ratio of 0.400x and, in addition, allows Newcrest to pay a special dividend of up to US$1.10 per share.
- Represents a total implied value of A$32.87 per share to Newcrest shareholders1
- Nucrest has agreed to give Newmont the opportunity to conduct confirmatory due diligence in order to make a binding offer.
MELBOURNE, AUSTRALIA–(Newsfile Corp. – April 10, 2023)- Nucrest Mining Limited (ASX: NCM) (TSX: NCM) (PNGX: NCM) announces a conditional, non-binding Amendment Proposal ( acknowledgment of receipt of a revised proposal). Method of arrangement scheme.
Under the proposed amendment, Nucrest shareholders will be entitled to receive 0.400 shares of Newmont stock for each share of Nucrest stock they own.
In addition, the proposed amendments allow Newcrest to pay a special dividend of up to US$1.10 per share.2 Concerning the implementation of the scheme of arrangement. Overall, the revised offer represents an implied value of A$32.87 per share. To Nucrest Shareholders1.
Following Newcrest’s announcement on February 16, 2023, Newcrest and Newmont signed a non-disclosure and standstill agreement. Newcrest subsequently provided Newmont non-exclusive access to limited, non-public information to determine whether Newmont could provide an improved offer that adequately reflected Newcrest’s values.
The implied consideration that Nucrest shareholders would receive under the revised proposal from Newmont, when combined with the Frank special dividend, represents an increase of 16.0%.3 For Newmont’s original proposal (0.363x exchange ratio), it represents:
- Newcrest share price of A$32.87 per share1;
- Newcrest has an implied equity value of A$29.4 billion and an enterprise value of A$32 billionFour;
- 31.1% ownership of the combined group by Newcrest shareholders at the time of execution.
- A 46.4% premium to Newcrest’s tranquil closing price of A$22.45 per share on 3 February 2023Five; and
- A 41.2% premium to Newcrest’s tranquil 30-day volume weighted average price (VWAP) of A$22.22 per share on 3 February 2023Five,6.
Newmont shows that in the absence of competing offers, the revised offer represents the best and final price.
After evaluating the revised proposal, Newcrest has agreed to give Newmont the opportunity to conduct confirmatory due diligence in order to enable Newmont to submit a binding proposal. Due diligence is expected to be completed within approximately four weeks. Newcrest will also conduct confirmatory due diligence at Newmont during this period.
The revised Proposal is subject to a number of conditions, including:
- Satisfactory completion of confirmation due diligence by Newmont and Newcrest.
- A binding scheme subject to various conditions, including obtaining regulatory approval, Newcrest shareholder approval for the scheme of arrangement, and Newmont shareholder approval to authorize the issuance of Newmont shares in consideration under the scheme of arrangement Conclusion of implementation contract.and
- A unanimous recommendation from the Newcrest Board of Directors that shareholders vote in favor of the Revision Proposal (in the absence of a superior proposal and independent experts conclude that the Revision Proposal is in the best interest of Newcrest shareholders).
Newmont has requested exclusivity during a due diligence period as a condition of the revised proposal, and Nucrest intends to grant exclusivity on acceptable terms.
There can be no certainty that the amended proposal will become a binding proposal for consideration by shareholders.
Shareholders do not need to do anything at this stage. Newcrest will keep the market informed of any material developments in accordance with its ongoing disclosure obligations.
Approved by Newcrest Board
Contact us for more information
Investor inquiry
Tom Dixon
+61 3 9522 5570
+61 450 541 389
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Rebecca Ray
+61 3 9522 5298
+61 438 355 511
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Inquiries from North American investors
Vlada Cwietinovich
+1 604 335 9202
+1 604 240 2998
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media inquiries
Tim Salassiel
+61 3 9522 4263
+61 407 885 272
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This information is available at www.newcrest.com
Forward-Looking Statements
This document contains forward-looking statements and forward-looking information within the meaning of the securities laws of your applicable jurisdiction. Forward-looking statements generally use the words “may,” “will,” “expect,” “intend,” “plan,” “estimate,” “target,” “project,” It can be identified using words such as “believe”. “Continuing,” “Objective,” “Prospect,” “Guidance,” or other similar words, including statements regarding probable reserves and resources, internal rates of return, expansion, exploration and development activities, specifications, and targets; but not limited to: , results, analysis, interpretation, benefits, costs and their timing. Specific plans, strategies, management aspirations and objectives, projected production, sustainability initiatives, climate scenarios, project, report, study or construction dates, projected costs, cash flows or production volumes, and projects and mines expected production life. We continue to distinguish between outlook and guidance. The Guidance Statement relates to the current fiscal year. Forward-looking statements are for years subsequent to the current fiscal year.
These forward-looking statements involve known and unknown risks, uncertainties and the Company’s actual results, performance and performance against any future results expressed or implied by these forward-looking statements; It includes other factors that could cause performance or performance or industry results to differ materially. Relevant factors include changes in commodity prices, foreign exchange fluctuations and general economic conditions, increased costs and demand for production inputs, and exploration and project development speculation, including the risk of obtaining necessary licenses and permits. including but not limited todeclines in the amount or grade of resources or reserves; political and social risks; changes in the regulatory framework under which the company operates or may operate in the future; environmental conditions, including extreme weather conditions; personnel; employment and retention, labor relations issues and litigation. Further information regarding our results of operations and the risks that may affect them is included in Appendix 4E and in our financial report for the year ended June 30, 2022. Please refer to the risk factors described in the operating and financial review published on June 30, 2022 and the Annual Information Form December 14, 2022 www.asx.com.au Under the code “NCM” and Newcrest’s SEDAR profile.
Forward-looking statements are based on management’s current expectations and are based on Newcrest’s good faith assumptions, judgments, estimates and assumptions as of the date of this report and/or Newcrest’s financial, market and regulatory planning or scenario analysis process. It reflects other information available on date. and other related circumstances that exist in the future and affect Newcrest’s business and operations. Newcrest does not guarantee that any assumptions will prove correct. There may be other factors that cause actual results or events not to be as expected, and many events are beyond Newcrest’s reasonable control. Readers are cautioned not to place undue reliance on forward-looking statements. This is especially true in the current economic climate with significant volatility, uncertainty and disruption caused by global events such as geopolitical tensions and the ongoing COVID19 pandemic. Forward-looking statements in this document speak only as of the date of publication. Except as required by applicable law or regulation, Newcrest undertakes no obligation to publicly update or revise any forward-looking statements or to notify you of changes in the assumptions upon which such statements are based. yeah.
1 Based on: 1) an exchange ratio of 0.400x (calculated using Newmont’s closing price of US$52.05 per share on the NYSE on April 6, 2023 and the AUD:USD FX rate of 0.667 on April 6, 2023; implied Newcrest price); 2) Flank Special Dividend of up to USD 1.10 per share.
2 Newcrest expects to have sufficient flanking credit available to pay a dividend of US$1.10 per share. Special dividend amount frankings are subject to change based on the timing of closing, performance, foreign exchange movements and ATO rulings.
3 Based on a total implied offer ratio of 0.4211x. This assumes a full dividend payment of US$1.10 per share, reflecting a spot AUD:USD FX rate of 0.667.
Four Share value based on: 1) an exchange ratio of 0.400 (calculated using Newmont’s closing price of $52.05 per share on the NYSE on April 6, 2023 and the AUD:USD FX rate of 0.667 on April 6, 2023; implied Newcrest price); 2) Flank Special Dividend of up to USD 1.10 per share. 3) 894,230,732 Newcrest shares outstanding; Newcrest’s enterprise value is calculated as implied equity value and net debt of US$1.7 billion.
Five It represents the last trading day before Newcrest’s February 6, 2023 market release confirming Newmont’s previous offering.
6 USD 51.56 per share calculated using Newmont’s 30-day unaffected VWAP on the NYSE converts to AUD 74.51 per share using spot AUD:USD on each trading day .
