Mid-tier gold production and exploration company Gold Road Resources (ASX: GOR) today declared its recommended offer for DGO Gold (ASX: DGO) unconditional after achieving 83.35% relevant interest in DGO to meet the 80% minimum acceptance condition to the offer.
HIGHLIGHTS:
Gold Road declares its recommended Offer for DGO unconditional having achieved a 83.35% relevant interest in DGO
Having met the minimum acceptance condition, all remaining defeating conditions of the Offer have been waived
DGO shareholders are urged to accept the Offer promptly and without delay
Offer is due to close at 7:00pm (Sydney time) on 30 June 20222
Accelerated payment terms apply
Gold Road has waived all of the remaining defeating conditions to the Offer and declared its Offer unconditional.
A formal notice under sections 630(4) and 650F of the Corporations Act is attached to this announcement.
DGO shareholders who have already accepted the Offer will receive 2.25 Gold Road shares for every DGO shares they hold by Friday, 24 June 2022. DGO shareholders who accept the Offer from today onwards will receive the consideration shares within seven business days of Gold Road receiving their acceptance.
As announced on 30 May 2022, Gold Road’s Offer is best and final and will not be increased except in limited circumstances6 which include if a Competing Proposal emerges (considered unlikely, given the level of Offer acceptances now received by Gold Road).
As advised by Gold Road in its Bidder’s Statement dated 7 April 2022, Gold Road intends to compulsorily acquire all of the DGO shares that are not accepted into the Offer should it meet the requisite thresholds (which will be met if Gold Road acquires a relevant interest in 90% of the DGO shares).
The Offer will close at 7:00pm (Sydney time) on 30 June 2022 (unless further extended in accordance with the limited circumstances set out in Gold Road’s announcement dated 30 May 2022).
Gold Road Acquires Control of DGO
As a result of:
Gold Road’s 83.35% relevant interest in DGO; and
the Offer being declared unconditional,
Gold Road has acquired control of DGO.
In accordance with the provisions of the Bid Implementation Agreement dated 4 April 2022, DGO and Gold Road have agreed to effect as soon as practicable following payment of the consideration to DGO shareholders who have accepted the Offer prior to the date of this announcement (ie, on or before 14 June 2022)the following Board changes in respect of DGO and its wholly owned subsidiaries:
appoint Duncan Gibbs, John Mullumby and Hayden Bartrop as Directors to the Boards of DGO and its wholly owned subsidiaries; and
Ross Hutton and Katina Law have agreed to resign from the Board of DGO immediately following the above appointments.
Following implementation of these Board changes (expected to occur on or around 24 June 2022), Gold Road will assume control of day-to-day operations of the DGO business.
Eduard Eshuys will remain as Executive Chairman, Bruce Parncutt will remain as Executive Director and Markus Ziemer will remain as DGO Company Secretary to assist with the transition and integration of the Gold Road and DGO businesses.
All the outgoing DGO Directors have accepted the Offer in relation to all the DGO shares they previously held or controlled.
Gold Road will, through its nominees on the DGO Board, ensure that interim arrangements are in place for the efficient management of the DGO business pending completion of the Offer, and to determine the appropriate long-term management arrangements for DGO, following completion of the review noted in section 6.3(b) of the Bidder’s Statement dated 7 April 2022.
A further announcement will be made to confirm once these changes have been effected.
