Announces Results of First Court Hearing
Vancouver, Mar 17, 2015 AEST (ABN Newswire) - Coalspur Mines Limited ("Coalspur" or "Company") (
ASX:CPL) (TSE:CPT) is pleased to provide the following update on the status of the proposed acquisition of Coalspur by KC Euroholdings S.a r.l. ("KCE") by way of a scheme of arrangement ("Scheme").
First Court Hearing
The Federal Court of Australia ("Court") has approved the despatch of Coalspur's Scheme booklet ("Scheme Booklet") and has ordered that Coalspur convene a meeting of its shareholders to consider and, if thought fit, approve the Scheme ("Scheme Meeting").
Release of Scheme Booklet
The Scheme Booklet will be released on the ASX and SEDAR following registration with the Australian Securities and Investments Commission ("ASIC") and will be available on the Company's website, the ASX website and www.sedar.com.
Coalspur shareholders should carefully read the entire Scheme Booklet before deciding whether to vote in favour of the Scheme.
Scheme Meeting
The Scheme Meeting, to approve the Scheme, will be held at The Celtic Club, 48 Ord Street, West Perth, Western Australia on Wednesday, 22 April 2015 at 10:00am Western Australian Time (WST).
Each shareholder's vote is important. All Australian or Canadian registered shareholders as at 5:00pm (WST) on 20 April 2015 will be entitled to vote at the Scheme Meeting, and are encouraged to do so. Canadian beneficial shareholders (i.e. shareholders who hold Coalspur shares through a bank, trust company, securities dealer or broker) should refer to the Scheme Booklet for voting instructions.
Coalspur registered shareholders do not need to attend the Scheme Meeting in person to vote, as their vote can be made by proxy by completing the personalised proxy form enclosed in the Scheme Booklet mailed to shareholders. All proxy forms must be received by Coalspur's share registry by no later than 10:00am (WST) on 20 April 2015 in accordance with the directions set out in the proxy form. Canadian beneficial shareholders cannot attend and vote at the Scheme Meeting unless they have been appointed proxy holder in accordance with the instructions set out in the Scheme Booklet.
Second Court Hearing
In the event that the Scheme is approved at the Scheme Meeting and all conditions of the Scheme are satisfied or waived, Coalspur will apply to the Court for orders approving the Scheme.
Board recommendation and Independent Expert's opinion
The Board of Directors of Coalspur unanimously recommends that Coalspur shareholders vote in favour of the proposed Scheme, in the absence of a superior proposal for Coalspur.
An independent expert report commissioned by the Company, and produced by BDO Corporate Finance (WA) Pty Ltd ("Independent Expert"), will accompany the Scheme Booklet. Importantly, the Independent Expert has concluded that, in the absence of a superior offer, the Scheme is fair and reasonable to, and is in the best interests of, shareholders. The Independent Expert has also opined that Borrowdale Park ("Borrowdale") will not receive a collateral benefit from the proposed sale of its debt to KCE. The key terms of the debt purchase and royalty arrangements between KCE and Borrowdale are included in the Scheme Booklet and a valuation of the proposed royalty is included within the Independent Expert's report. The Company has voluntarily undertaken to tag the votes of Borrowdale at the Scheme Meeting and present the results to the Court at the second hearing.
Scheme Timetable
Expected key dates for the Scheme are set out below:
Event DateDespatch of Scheme Booklet to shareholders 23 March 2015Latest time and date for lodgement of completed proxy forms for the Scheme Meeting 10:00am (WST) on 20 April 2015Time and date for determining eligibility of Coalspur Shareholders to vote at the Scheme Meeting 5:00pm (WST) on 20 April 2015Time and date of the Scheme Meeting 10.00am (WST) on 22 April 2015Court hearing for approval of the Scheme 28 April 2015Effective Date of the Scheme 29 April 2015Last date of trading of Coalspur shares on ASX and TSX 29 April 2015Record Date for determining entitlements to the Scheme Consideration 6 May 2015Implementation Date for the Scheme and payment of the Scheme Consideration to registered shareholders within 5 business days thereafter 13 May 2015
The above dates and times may vary depending on factors outside of the control of Coalspur, including the Court approval process and the satisfaction or waiver of the conditions precedent to the completion of the Scheme. Any changes to the above timetable will be announced by the Company and published on the Company's website, the ASX website and www.sedar.com.
ASX waiver to Listing Rule 6.23.2
The ASX has granted Coalspur a waiver from ASX listing rule 6.23.2 to the extent necessary to permit Coalspur to cancel 7,330,739 options on issue for consideration without shareholder approval, subject to Coalspur's shareholders approving the Scheme by the requisite majority and a court of competent jurisdiction approving the Scheme.
YOUR DIRECTORS STRONGLY ENCOURAGE ALL SHAREHOLDERS TO CAREFULLY READ THE SCHEME BOOKLET IN ITS ENTIRETY AND THE MATERIAL ACCOMPANYING IT BEFORE DECIDING WHETHER TO VOTE IN FAVOUR OF THE SCHEME.
To view original release, please visit:
http://media.abnnewswire.net/media/en/docs/ASX-CPL-713356.pdf
About Coalspur Mines Limited
Coalspur Mines Limited (ASX:CPL) (TSE:CPT) is a coal development company with approximately 55,000 hectares of coal leases located within the Hinton region of Alberta, Canada. Coalspur's flagship project is Vista, which covers approximately 10,000 hectares and provides a large scale, surface mineable, thermal coal development. Vista is located adjacent to CN Rail's main line, which is suitable for the transport of coal to deepwater ports on Canada's west coast. Coalspur has secured a port allocation agreement with Ridley Terminals Inc., which is essential to the logistics supply chain necessary to export coal from Vista to the growing demand from the Asia Pacific countries.
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