DEMERGER SCHEME FAQ

Frequently Asked Questions – Demerger Scheme

The following section provides answers to frequently asked questions in relation to the Demerger Scheme. References to ‘sections’ in this document refer to the relevant sections in the Demerger Scheme Booklet, which can be downloaded below.

 Demerger Scheme Booklet

What is the Transaction?  

On 11 March 2019, Gindalbie announced the Transaction to the ASX.

The Acquisition Scheme, the Demerger Scheme and the Capital Reduction are together referred to as the Transaction. The Transaction will be implemented by way of two separate but inter-conditional schemes of arrangement and a capital reduction to effect the Demerger.

What is the Acquisition Scheme?   

The Acquisition Scheme is a scheme of arrangement under Part 5.1 of the Corporations Act between Gindalbie and Acquisition Scheme Shareholders.

If the Acquisition Scheme is implemented:

  • Acquisition Scheme Shareholders will receive the Acquisition Scheme Consideration of $0.026 for each Acquisition Scheme Share held on the Acquisition Scheme Record Date; and
  • Gindalbie will become a wholly owned subsidiary of Ansteel, and will apply to the ASX for termination of official quotation of Gindalbie Shares and to have itself removed from the official list of the ASX with effect from the close of business on the Business Day following the date the Acquisition Scheme is implemented.

More information in relation to the Acquisition Scheme is set out in the Acquisition Scheme Booklet, which was sent to you at the same time as this Demerger Scheme Booklet.

What is the Demerger?    

The Demerger involves the demerger of Coda, which is currently a wholly owned subsidiary of Gindalbie. Upon implementation of the Demerger, Coda will become a standalone entity, separate to Gindalbie.

The Demerger is proposed to occur by way of the Demerger Scheme and the Capital Reduction, which will result in 100% of the Coda Shares being distributed to, or for the benefit of, Gindalbie Shareholders.

If the Demerger is approved by Gindalbie Shareholders and implemented, Eligible Gindalbie Shareholders will receive one Coda Share for every 45 Gindalbie Shares they hold on the Demerger Scheme Record Date.

Ineligible Foreign Shareholders will not receive Coda Shares. Instead the Coda Shares which they would have received will be sold by the Nominee and the average sales proceeds (net of expenses) will be dispatched to Ineligible Foreign Shareholders as soon as reasonably practicable.

The Demerger is conditional on (among other things) the Requisite Majorities of Gindalbie Shareholders also approving the Acquisition Scheme.

What is the Demerger Scheme?     

The Demerger Scheme is a scheme of arrangement under part 5.1 of the Corporations Act between Gindalbie and Demerger Scheme Shareholders.

Gindalbie Shareholders will be asked to approve the Demerger Scheme at the Demerger Scheme Meeting.

What is a “scheme of arrangement”?           

A “scheme of arrangement” is a statutory procedure that can be used, among other things, to enable a demerger of shares in a subsidiary of a company to its shareholders. To be implemented, a scheme of arrangement must be approved by 75% of the votes cast at meeting of shareholders and by 50% of the shareholders voting at that meeting (unless the Court orders otherwise), and also requires Court approval.

What is the Capital Reduction?        

The Capital Reduction is a return of capital on your Gindalbie Shares, and is a necessary step to effect the Demerger. Both the Acquisition Scheme and the Demerger Scheme are conditional on the Capital Reduction being approved by Gindalbie Shareholders. You will not receive any cash from the Capital Reduction as it will be applied in consideration for the transfer of Coda Shares under the Demerger Scheme.

Why has the Demerger been proposed by Gindalbie?              

The Independent Directors believe a focus on new shareholder value-generating opportunities that are free from any exposure to Gindalbie’s significant contingent liabilities is in the best interests of Gindalbie Shareholders.

Do I need to pay anything to receive Coda Shares under the Demerger?            

No. To receive Coda Shares pursuant to the Demerger, Eligible Gindalbie Shareholders will not be required to pay any money or otherwise make any financial contribution.

 

What may happen to Ansteel’s shareholding in Coda?            

Ansteel will initially hold approximately 35.7% of Coda if the Demerger is implemented (assuming Ansteel does not sell any Gindalbie Shares prior to the Demerger Scheme Record Date). However, Ansteel has agreed that it will not, and it must ensure that its Associates and Related Bodies Corporate do not, participate in an Equity Capital Raising if it occurs within 12 months after the Demerger Implementation Date.

This means Ansteel will be diluted if Coda undertakes the Equity Capital Raising within that time period. The Equity Capital Raising structures currently being considered by Coda would, if successfully implemented, result in a dilution of Ansteel’s interest in Coda to below 20% as a result of Ansteel’s agreement not to participate. Subject to applicable laws, other Coda Shareholders are intended to be given the opportunity to participate in the Equity Capital Raising.

Overview of Coda

Who is Coda?      

Coda is currently a wholly-owned subsidiary of Gindalbie and was incorporated on 26 April 2018 as a public company limited by shares.

Coda was established to farm-in to an interest of up to 75% of Mt Gunson. If the Demerger is implemented, it is intended that Coda will be an exploration company with a clear focus on progressing Mt Gunson, in which it has a right to earn up to a 75% interest, and delivering value for shareholders.

More information in relation to Coda is set out in Section 5.

What is Coda’s business strategy? 

Coda is an exploration company with a clear focus on progressing Mt Gunson, in which it has a right to earn up to a 75% interest, and delivering value for shareholders by looking to develop strategic opportunities that meet appropriate scale and risk criteria, are situated in the appropriate locations, and offer growth potential.

Please refer to Section 5.2 for further information on Coda’s business strategy.

 

When will Coda be profitable?       

Coda is currently an exploration company and is therefore not yet generating positive cash flow. No assurance can be given that Coda will achieve commercial viability through the successful exploration and/or mining of Mt Gunson or any tenements which are subsequently applied for or acquired.

Please refer to Section 5.4 for further information on Coda’s funding strategy and Section 6 for an outline of the key risks associated with an investment in Coda.

 

Will Ansteel have an interest in Coda?         

Yes. Upon implementation of the Demerger, Ansteel will hold approximately 35.7% of Coda (assuming Ansteel does not sell any Gindalbie Shares prior to the Demerger Scheme Record Date). However, Ansteel has agreed that it will not participate in an Equity Capital Raising if it occurs within 12 months after the Demerger Implementation Date. This means that Ansteel will be diluted if Coda undertakes the Equity Capital Raising within that time period. The Equity Capital Raising structures currently being considered by Coda would, if successfully implemented, result in a dilution of Ansteel’s interest in Coda to below 20% as a result of Ansteel’s agreement not to participate. Subject to applicable laws, other Coda Shareholders are intended to be given the opportunity to participate in the Equity Capital Raising.

Please refer to Sections 5.5 and 5.4 for further information on Ansteel’s potential dilution and Coda’s funding strategy. Please refer to Section 5.7 for further information about Ansteel’s and Coda’s agreement.

How does Coda intend to fund its business plan?      

Coda’s funding strategy is to maintain adequate cash reserves to follow its business strategy and meet annual expenditure commitments required to ensure that it can successfully farm-in to Mt Gunson, as well as maintain in good standing any tenements owned by Coda in the future.

The Coda Board considers it appropriate to seek to raise new equity capital as soon as practicable following implementation of the Demerger.

Please refer to Section 5.4 for further information on Coda’s funding strategy.

Who will be on the board of Coda?               

On the Demerger Implementation Date, the Coda Board will comprise:

  • Keith Jones (Non-Executive Chairman);
  • Chris Stevens (Managing Director);
  • Andrew (Robin) Marshall (Non-Executive Director);
  • Paul Hallam (Non-Executive Director);
  • An Lin Shao (Non-Executive Director); and
  • Ge Li (Non-Executive Director).

What are the risks associated with an investment in Coda?    

Coda is an exploration company and has incurred operating losses since its inception and does not have a significant history of business operations. Please refer to Section 6 for an outline of the key risks associated with an investment in Coda.

Overview of the Demerger

What is the effect of approving the Demerger?         

The Demerger will be implemented if:

  • the Demerger Scheme is approved by the Requisite Majorities at the Demerger Scheme Meeting;
  • the Capital Reduction is approved at the General Meeting;
  • the Demerger Scheme is approved by the Court; and
  • all other Conditions to the Demerger Scheme are satisfied or waived (as applicable).

If the Demerger is implemented, Coda will be separated from Gindalbie, and Eligible Gindalbie Shareholders will receive one Coda Share for every 45 Gindalbie Shares held on the Demerger Scheme Record Date (being the Demerger Scheme Consideration).

Ineligible Foreign Shareholders will not receive Coda Shares. Instead, the Coda Shares which they would have received will be sold by the Nominee and the average sales proceeds (net of expenses) will be dispatched to Ineligible Foreign Shareholders as soon as reasonably practicable. Please refer to Section 7.2 for further details.

Who is entitled to participate in the Demerger?        

You will be entitled to participate in the Demerger if you are registered as a Gindalbie Shareholder on the Demerger Scheme Record Date. However, Ineligible Foreign Shareholders will not receive Coda Shares. Please refer to Section 7.2 for further details.

What happens if the Demerger does not proceed?   

If the Demerger does not proceed:

  • no Gindalbie Shareholders will receive any Coda Shares;
  • Coda will remain a wholly owned subsidiary of Gindalbie; and
  • the Acquisition Scheme will not proceed, which means no Gindalbie Shareholders will receive the Acquisition Scheme Consideration.
  • The Demerger Scheme Consideration

What consideration will I receive if the Demerger is implemented?    

If the Demerger is implemented, Eligible Gindalbie Shareholders will receive one Coda Share for every 45 Gindalbie Shares held on the Demerger Scheme Record Date (being the Demerger Scheme Consideration).

Ineligible Foreign Shareholders will not receive Coda Shares. Instead, the Coda Shares which they would have received will be sold by the Nominee and the average sales proceeds (net of expenses) will be dispatched to Ineligible Foreign Shareholders as soon as reasonably practicable. Please refer to Section 7.2 for further details.

When will I receive Coda Shares?    

If the Demerger Scheme becomes Effective, Eligible Gindalbie Shareholders will have their names entered into the Coda Share Register on the Demerger Implementation Date.

How will I receive the Coda Shares?              

Gindalbie will transfer Coda Shares to Eligible Gindalbie Shareholders, and will enter the name of each Eligible Gindalbie Shareholder in the Coda Share Register as the holder of one Coda Share for every 45 Gindalbie Shares held on the Demerger Scheme Record Date.

Will I be able to trade Coda Shares on the ASX?         

Coda intends to apply for admission to the official list of the ASX as soon as practicable after implementation of the Demerger.

Coda Shares will not be able to be traded on the ASX, and Eligible Gindalbie Shareholders will continue to hold shares in a public unlisted company, unless and until such time as the requirements for listing on the ASX can be met (if at all). Listing is at the ASX’s discretion, and there is a risk that Coda may not meet the requirements for admission to the official list of the ASX and achieve quotation of Coda Shares.

How will fractional entitlements be treated?             

Where the calculation of the aggregate number of Coda Shares to be transferred to a particular Demerger Scheme Shareholder would result in the transfer of a fraction of a Coda Share, then the entitlement of that Demerger Scheme Shareholder will be rounded up or down to the nearest Coda Share. Any such fractional entitlement of less than 0.5 will be rounded down to the nearest Coda Share and any such fractional entitlement of 0.5 or more will be rounded up to the nearest Coda Share.

However, if Gindalbie is of the opinion that a Demerger Scheme Shareholder has been party to shareholding splitting or division in an attempt to obtain unfair advantage by reference to such rounding, then Gindalbie reserves the right to round the entitlement of such holdings so as to provide only the number of Coda Shares that would have been received but for the splitting or division.

What are the tax consequences of the Demerger Scheme for me?       

Section 9 provides a description of the general tax implications of the Demerger Scheme for Australian residents.

You should consult with your own tax adviser regarding the consequences of the Demerger in light of current tax laws and your particular circumstances.

What if I am an Ineligible Foreign Shareholder?         

A Demerger Scheme Shareholder will be an Ineligible Foreign Shareholder for the purpose of the Demerger if their registered address in the Gindalbie Share Register on the Demerger Scheme Record Date is a place outside Australia and not in one of the jurisdictions stated in Section 7.2.

Ineligible Foreign Shareholders will not receive Coda Shares under the Demerger.

If you are an Ineligible Foreign Shareholder, the number of Coda Shares which you would have received on the implementation of the Demerger will be transferred to the Nominee. The Nominee will sell all such Coda Shares and remit the average sales proceeds (net of expenses) to you. Please refer to Section 7.2 for further details.

Can I choose to receive cash instead of Coda Shares?               

No. There is no option to elect to receive cash instead of Coda Shares.

However, if you are an Ineligible Foreign Shareholder, the number of Coda Shares which you would have received on the implementation of the Demerger will be transferred to the Nominee. The Nominee will sell all such Coda Shares and remit the average sales proceeds (net of expenses) to you. Please refer to Section 7.2 for further details.

Can I apply for more Coda Shares? 

No. There is no option to apply for more Coda Shares through the Demerger process.

What is the tax direction?

As set out in Section 9, tax may need to be withheld from the Demerger Scheme Consideration payable to some Gindalbie Shareholders. It is not practicable to withhold tax from the Demerger Scheme Consideration to be transferred under the Demerger Scheme, given that the Demerger Scheme Consideration comprises Coda Shares and does not contain a cash component.

To address this, the Demerger Scheme and the Acquisition Scheme contain certain provisions, the effect of which is that Gindalbie is directed to pay that withholding on the Demerger Scheme Shareholder’s behalf and apply a portion of the Acquisition Scheme Consideration payable to that person as is necessary to repay that amount.

Please refer to Section 7.3 for further information on this tax direction.

Will there be any tax withholdings from the Demerger Scheme Consideration I receive?              

If you have not provided your TFN, TFN exemption or ABN to Gindalbie, Gindalbie will withhold and pay to the ATO, 47% of the dividend component (if any) of the Demerger Scheme Consideration.

If you have not already done so, then you should provide your TFN, TFN exemption or ABN to Gindalbie by contacting the Gindalbie Shareholder Information Line on 1300 308 375 (for callers within Australia) or +61 8 6314 6314 (for callers outside Australia) between 9.00 am and 5.00 pm (Perth time) Monday to Friday.

As the Demerger Scheme Consideration is not cash, the required amount of any withholding will be deducted from the Acquisition Scheme Consideration that may be payable to you and paid to the ATO. Please refer to Sections 1.7 and 7.3 and the question immediately above (“What is the tax direction?”) for further information in respect of the relevant withholding process.

Will I have to pay brokerage fees or stamp duty?      

No brokerage fees or stamp duty will be payable by Eligible Gindalbie Shareholder on the transfer to them of Coda Shares under the Demerger.

Demerger Scheme Meeting and voting

When and where will the Demerger Scheme Meeting be held?             

The Demerger Scheme Meeting will be held at 10.30 am (Perth time) on 3 July 2019 at the Perth Convention and Exhibition Centre, Meeting Room 8.

What am I being asked to vote on at the Demerger Scheme Meeting?

At the Demerger Scheme Meeting, you are being asked to vote on whether to approve the Demerger Scheme by voting in favour, or against, the Demerger Scheme Resolution.

The text of the Demerger Scheme Resolution is contained in the Notice of Demerger Scheme Meeting set out in Annexure I.

What vote is required to approve the Demerger Scheme?      

For the Demerger Scheme to be approved by Gindalbie Shareholders, votes in favour of the Demerger Scheme Resolution must be received from:

  • unless the Court orders otherwise, a majority in number (more than 50%) of Gindalbie Shareholders present and voting at the Demerger Scheme Meeting (either in person, by proxy or attorney or, in the case of corporate Gindalbie Shareholders, by a duly appointed corporate representative); and
  • at least 75% of the total number of votes cast on the Demerger Scheme Resolution by Gindalbie Shareholders at the Acquisition Scheme Meeting.

Even if the Demerger Scheme is approved by Gindalbie Shareholders at the Demerger Scheme Meeting, the Demerger Scheme will still be subject to the Capital Reduction being approved, the approval of the Court and all other Conditions being satisfied or waived (as applicable) before the Demerger can be implemented.

Am I entitled to vote at the Demerger Scheme Meeting?        

The time for determining eligibility of registered Gindalbie Shareholders to vote at the Demerger Scheme Meeting is 5.00 pm (Perth time) on 1 July 2019. Only those Gindalbie Shareholders entered in the Gindalbie Share Register at that time will be entitled to vote at the Demerger Scheme Meeting.

How do I vote at the Demerger Scheme Meeting?    

Please refer to Section 3 for detailed information on how to vote on the Demerger Scheme.

Should I vote at the Demerger Scheme Meeting?      

Voting is not compulsory. However, your Independent Directors believe that the Demerger is important to all Gindalbie Shareholders.

The Independent Directors unanimously recommend that you vote in favour of the Demerger Scheme Resolution at the Demerger Scheme Meeting, in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Demerger Scheme is in the best interests of Gindalbie Shareholders.

What happens if I do not vote, or vote against the Demerger Scheme?              

The Demerger Scheme may not be approved at the Demerger Scheme Meeting by the Requisite Majorities of Gindalbie Shareholders. If this occurs, the Demerger will not be implemented and Eligible Gindalbie Shareholders will not receive any Coda Shares.

However, if you do not vote or if you vote against the Demerger Scheme, the Demerger Scheme will still become binding on all Demerger Scheme Shareholders if the Demerger Scheme is approved by the Requisite Majorities of Gindalbie Shareholders, the Capital Reduction is approved by Gindalbie Shareholders, the Court approves the Demerger Scheme and all other Conditions are satisfied or waived (as applicable).

This is so even if you did not vote at all or if you voted against the Demerger Scheme.

What happens if the Demerger Scheme is not approved at the Demerger Scheme Meeting?        

If the Demerger Scheme is not approved at the Demerger Scheme Meeting, the Demerger will not be implemented.

This means that no Gindalbie Shareholders will receive any Coda Shares, the Acquisition Scheme will not be implemented (given the inter-conditional nature of the Transaction), Gindalbie will continue to operate as a standalone entity listed on the ASX and no Gindalbie Shareholders will receive the Acquisition Scheme Consideration.

What is Ansteel’s voting intention?              

If the Acquisition Scheme is approved by Gindalbie Shareholders, Ansteel intends to vote all Gindalbie Shares in which it has a Relevant Interest in favour of the Demerger Scheme Resolution.

As at the date of this Demerger Scheme Booklet, Ansteel has a Relevant Interest in 535,492,521 Gindalbie Shares (35.71%).

When will the results of the Demerger Scheme Meeting be known?    

The results of the Demerger Scheme Meeting will be declared at the Demerger Scheme Meeting and will be announced publicly shortly after the conclusion of the Demerger Scheme Meeting and the General Meeting.

Are any other approvals required?

The Demerger Scheme must be approved by the Court in addition to being approved by the Requisite Majorities of Gindalbie Shareholders, and all other Conditions must be satisfied or waived (as applicable), which includes the Capital Reduction being approved by Gindalbie Shareholders.

If the Demerger Scheme is approved by the Requisite Majorities of Gindalbie Shareholders at the Demerger Scheme Meeting, the Capital Reduction is approved by Gindalbie Shareholders at the General Meeting and the Acquisition Scheme is approved by the Requisite Majorities of Gindalbie Shareholders at the Acquisition Scheme Meeting, Gindalbie will apply to the Court for approval of the Demerger Scheme.

The Second Court Hearing to approve the Demerger Scheme is currently expected to be held on 8 July 2019.

General Meeting and voting

When and where will the General Meeting be held?

The General Meeting will be held at 11.00 am (Perth time) (or as soon as possible thereafter following the conclusion or adjournment of the Demerger Scheme Meeting) on 3 July 2019 at the Perth Convention and Exhibition Centre, Meeting Room 8.

What am I being asked to vote on at the General Meeting?   

At the General Meeting, you are being asked to vote on whether to approve the Capital Reduction by voting in favour, or against, the Capital Reduction Resolution.

The Capital Reduction is conditional on the Demerger Scheme becoming Effective. This means that Gindalbie will not undertake the Capital Reduction unless the Demerger Scheme becomes Effective.

The text of the Capital Reduction Resolution is contained in the Notice of General Meeting set out in Annexure I.

What vote is required to approve the Capital Reduction?       

For the Capital Reduction to be approved, votes in favour of the Capital Reduction Resolution must be received from a majority in number (more than 50%) of the total number of votes cast on the Capital Reduction Resolution by Gindalbie Shareholders at the General Meeting.

Am I entitled to vote at the General Meeting?           

The time for determining eligibility of registered Gindalbie Shareholders to vote at the General Meeting is 5.00 pm (Perth time) on 1 July 2019. Only those Gindalbie Shareholders entered in the Gindalbie Share Register at that time will be entitled to vote at the General Meeting.

How do I vote at the General Meeting?       

Please refer to Section 3 for detailed information on how to vote on the Capital Reduction.

Should I vote at the General Meeting?         

Voting is not compulsory. However, your Independent Directors believe that the Demerger is important to all Gindalbie Shareholders.

The Independent Directors unanimously recommend that you vote in favour of the Capital Reduction Resolution at the General Meeting, in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Demerger Scheme is in the best interests of Gindalbie Shareholders.

What happens if the Capital Reduction is not approved at the General Meeting?            

If the Capital Reduction is not approved at the General Meeting, the Demerger will not be implemented.

This means that no Gindalbie Shareholders will receive any Coda Shares, the Acquisition Scheme will not be implemented (given the inter-conditional nature of the Transaction), Gindalbie will continue to operate as a standalone entity listed on the ASX and no Gindalbie Shareholders will receive the Acquisition Scheme Consideration.

What is Ansteel’s voting intention?              

If the Acquisition Scheme is approved by Gindalbie Shareholders, Ansteel intends to vote all Gindalbie Shares in which it has a Relevant Interest in favour of the Capital Reduction Resolution.

As at the date of this Demerger Scheme Booklet, Ansteel has a Relevant Interest in 535,492,521 Gindalbie Shares (35.71%).

When will the results of the General Meeting be known?       

The results of the General Meeting will be declared at the General Meeting and will be announced publicly shortly after the conclusion of the Demerger Scheme Meeting and the General Meeting.

Voting considerations

Who are the Independent Directors and what do they recommend?

The Independent Directors are Keith Jones, Andrew (Robin) Marshall and Paul Hallam. Ge Li and An Lin Shao are not considered independent directors of Gindalbie (given they are nominees of Ansteel) and do not consider it appropriate to make a recommendation in relation to the Demerger.

The Independent Directors have assessed the merits of the Demerger Scheme and unanimously recommend that you vote in favour of the Demerger Scheme Resolution and the Capital Reduction Resolution, in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Demerger Scheme is in the best interests of Gindalbie Shareholders.

How do your Independent Directors intend to vote? Each Independent Director intends to cause any Gindalbie Shares in which he has a Relevant Interest to be voted in favour of the Demerger Scheme Resolution and the Capital Reduction Resolution, in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Demerger Scheme is in the best interests of Gindalbie Shareholders.

As at the date of this Demerger Scheme Booklet, the Relevant Interests of each Independent Director in Gindalbie Shares is as follows:

  • Keith Jones: 300,000 (0.02%);
  • Andrew (Robin) Marshall: 200,000 (0.01%); and
  • Paul Hallam: 100,000 (0.01%).

Please refer to Section 10.1 for further details of the interests of the Independent Directors (and the other Gindalbie Directors).

What is the Independent Expert’s conclusion?            

The Independent Expert has concluded that, in the absence of a superior offer, the Demerger Scheme is in the best interests of Gindalbie Shareholders.

What are the reasons to vote in favour of the Demerger?      

The reasons to vote in favour of the Demerger are set out in the “Reasons to vote in favour of the Demerger” Section on pages 14 to 16.

What are the possible reasons not to vote in favour of the Demerger?               

The possible reasons not to vote in favour of the Demerger are set out in the “Reasons to vote against the Demerger” Section on page 17.

Conditions and implementation of the Demerger

Is the Demerger subject to any Conditions? The implementation of the Demerger is subject to a number of Conditions. The Conditions are set out in full in clause 2.1 of the Demerger Scheme.

As at the date of this Demerger Scheme Booklet, the outstanding Conditions (which must be satisfied or waived, as applicable) include:

  • the Capital Reduction being approved at the General Meeting;
  • the Demerger Scheme being approved by the Requisite Majorities at the Demerger Scheme Meeting;
  • the conditions to the Acquisition Scheme being satisfied, including the Acquisition Scheme being approved by the Requisite Majorities at the Acquisition Scheme Meeting; and
  • the Demerger Scheme being approved by the Court at the Second Court Hearing.

When will the Demerger Scheme become Effective?

The Demerger Scheme will become Effective on the date on which the Court order approving the Demerger Scheme is lodged with ASIC. The Demerger Scheme is currently expected to become Effective on 9 July 2019.

When will the Demerger be implemented?

If the Demerger Scheme becomes Effective, the Demerger will be implemented on the Demerger Implementation Date (being the fifth Business Day after the Demerger Scheme Record Date), which is currently expected to be 23 July 2019.

What happens on the Demerger Implementation Date?         

On the Demerger Implementation Date:

  • Gindalbie will reduce the capital of each Gindalbie Share by the Demerger Capital Reduction Amount in accordance with the Capital Reduction Resolution;
  • Gindalbie will apply the Demerger Capital Reduction Entitlement in respect of each Demerger Scheme Shareholder in accordance with the terms of the Demerger Scheme; and
  • Gindalbie will transfer the Coda Shares to Eligible Gindalbie Shareholders or to the Nominee (in respect of Ineligible Foreign Shareholders) and register the transfer in the Coda Share Register.

What happens if the Demerger Scheme is approved at the Demerger Scheme Meeting, but is not approved by the Court? 

If the Demerger Scheme is approved at the Demerger Scheme Meeting but is not approved by the Court, the Demerger will not be implemented.

This means that no Gindalbie Shareholders will receive any Coda Shares, the Acquisition Scheme will not be implemented (given the inter-conditional nature of the Transaction), Gindalbie will continue to operate as a standalone entity listed on the ASX and no Gindalbie Shareholders will receive the Acquisition Scheme Consideration.

Other

Can I keep my Gindalbie Shares?    

If the Acquisition Scheme and the Demerger Scheme are both implemented, your Gindalbie Shares will be transferred to Ansteel. This is so even if you did not vote at all or if you voted against one or more of the Transaction Resolutions.

Can I sell my Gindalbie Shares now?             

You can sell your Gindalbie Shares on market at any time before close of trading on the ASX on the date the Acquisition Scheme becomes Effective. This is expected to be the same date as when the Demerger Scheme becomes Effective. However, if you do so, you will receive the prevailing on-market price set at the time of sale, you will not participate in the Demerger, and you may be required to pay brokerage.

Gindalbie intends to apply to the ASX for Gindalbie Shares to be suspended from official quotation on the ASX from close of trading on the date the Acquisition Scheme becomes Effective. You will not be able to sell your Gindalbie Shares on market after this time.

What choices do I have as a Gindalbie Shareholder?

As a Gindalbie Shareholder you have the following choices:

  • vote in favour of Demerger Scheme Resolution at the Demerger Scheme Meeting and the Capital Reduction Resolution at the General Meeting;
  • vote against the Demerger Scheme Resolution at the Demerger Scheme Meeting and/or the Capital Reduction Resolution at the General Meeting;
  • sell your Gindalbie Shares on the ASX; or
  • do nothing.

What do I do if I oppose the Demerger?      

If you, as a Gindalbie Shareholder, oppose the Demerger, you should:

  • contact the Gindalbie Shareholder Information Line on 1300 308 375 (for callers within Australia) or +61 8 6314 6314 (for callers outside Australia) between 9.00 am and 5.00 pm (Perth time) Monday to Friday and obtain further information;
  • attend the Demerger Meetings and vote against the Demerger Scheme Resolution and/or Capital Reduction Resolution; and/or
  • if Gindalbie Shareholders approve the Demerger Scheme at the Demerger Scheme Meeting and you wish to appear at the Second Court Hearing and oppose the approval of the Demerger Scheme, file with the Court and serve on Gindalbie a notice of appearance, in the prescribed form, together with any affidavit on which you wish to rely at the hearing. Please see the “Important notices” section for further details under the heading “Notice of Second Court Hearing and if a Gindalbie Shareholder wishes to oppose the Demerger Scheme” on page 4.

What happens if not all of the Transaction Resolutions are approved?

If not all of the Transaction Resolutions are approved at the Transaction Meetings, then the Demerger will not proceed. The Demerger and the Acquisition Scheme are separate transactions, but they are both conditional on all Transaction Resolutions being approved. This means that Gindalbie Shareholders must approve each resolution by the relevant threshold for the Demerger to proceed.

What if I have other questions?     

If you have any questions in relation to this Demerger Scheme Booklet or the Demerger you should contact the Gindalbie Shareholder Information Line on 1300 308 375 (for callers within Australia) or +61 8 6314 6314 (for callers outside Australia) between 9.00 am and 5.00 pm (Perth time) Monday to Friday.

For information about your individual financial or taxation consequences, please consult your independent financial, legal or taxation adviser.