Media Release: Clayton Utz advising Gindalbie on its demerger and acquisition by Ansteel

12 Mar 2019

Perth, 12 March 2019: Clayton Utz is advising ASX-listed resources company Gindalbie Metals Limited (ASX:GBG) on two key transactions.

The first is to demerge Gindalbie's wholly owned subsidiary, Coda Minerals, and the second is Gindalbie's acquisition by its Chinese joint venture partner and major shareholder, Angang Group Hong Kong (Holdings) Limited (Ansteel).

The transactions will be implemented by way of two inter-conditional schemes of arrangement.  The transactions were announced to the market yesterday.

Clayton Utz corporate partner Mark Paganin and special counsel Stephen Neale are leading the firm's team, with key support from lawyers Benjamin Depiazzi and Matthew Johns.

Under the transaction agreements, Gindalbie has agreed to propose the demerger scheme to demerge Coda via a capital reduction. 

If implemented, Gindalbie shareholders will receive a pro-rata distribution of Coda shares at a ratio to be confirmed. 

Under the acquisition scheme, Ansteel has agreed to acquire all of the remaining shares in Gindalbie it does not already own for cash consideration of $0.026 per share.  Each scheme will be subject to, among other things, approval of Gindalbie shareholders, the Court, FIRB and Chinese regulatory approvals.

The acquisition scheme consideration values Gindalbie's fully diluted equity at approximately $39 million.

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Clayton Utz communications are intended to provide commentary and general information. They should not be relied upon as legal advice. Formal legal advice should be sought in particular transactions or on matters of interest arising from this communication. Persons listed may not be admitted in all States and Territories.