On 30 October 2019, TerraCom Limited (TerraCom or Company) announced that it has reached a binding agreement to acquire 104,467,056 securities in Universal Coal plc (UNV), being approximately 19.9% of the issued share capital UNV. The acquisition was via a wholly owned subsidiary of TerraCom, TCIG Resources Pte Ltd (TCIG).
On 3 February 2020, the board of TerraCom announced an offer by TCIG to acquire the entire issued and to be issued share capital of UNV not already directly or indirectly owned by it (the Offer). The Offer is to be implemented by way of a contractual takeover offer within the meaning given to that term in section 974 of the UK Companies Act.
The Offer closed on 25 March 2020 and on 27 March 2020, TerraCom announced that when combined with TerraCom Bidco’s existing holding in UNV, TerraCom has achieved just over 90% of the voting rights attached to UNV shares.
At this final level of acceptance, the Company proceeded to a mandatory sell-out process in accordance with the UK Companies Act 2006 (the Act) and UNV Shareholders who have not accepted the Offer are entitled to require TerraCom Bidco to acquire their UNV Shares on the same terms as the Offer – being Cash of $0.10 and 0.6026 New TerraCom Shares per Universal Share (including UNV CDIs) held.
If you would like to receive your personalised ‘sell-out’ rights Exercise Form and related documents via e-mail, and have not already made a request, please contact the Company directly at firstname.lastname@example.org.
For further details regarding the offer, CLICK HERE
DISCLAIMER — IMPORTANT
ACCESS TO THIS AREA OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS OR REGULATIONS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS, BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS AREA OF THE WEBSITE. THESE MATERIALS ARE NOT DIRECTED AT OR TO BE ACCESSED BY PERSONS LOCATED OR RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT OF TERRACOM LIMITED TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH TERRACOM LIMITED AS UNDULY ONEROUS.
Possible offer for Universal Coal plc (UNV) by a wholly owned subsidiary of TerraCom Limited (TerraCom) (the Offer)
Access to the website
You are attempting to enter the part of the website that is designated for the publication of documents and information in connection with the Offer.
If you would like to view this part of the website, please read this notice carefully. This notice applies to all persons who view this part of the website and, depending on where you are located, may affect your rights or responsibilities. TerraCom reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit the site. In addition, the contents of this part of the website may be amended at any time, in whole or in part, at the sole discretion of TerraCom.
This part of the website contains electronic versions of materials relating to the Offer. The materials you are seeking to access are made available by TerraCom in good faith and for information purposes only and are subject to the terms and conditions set out below. Any person seeking to access this part of the website represents and warrants to TerraCom that they are doing so for information purposes only.
To allow you to view information about the Offer, you must read this notice and then click "AGREE". If you are unable to agree, you should click "DISAGREE" and you will not be able to view information about the Offer.
Nothing on this part of the website, nor anything which can be downloaded from it, constitutes an offer for sale or subscription or any solicitation for any offer to purchase or subscribe for any securities (or solicitation of any votes attaching to securities which are the subject of the Offer) in any jurisdiction in which such offer or solicitation is unlawful.
The Offer, if made, will be made solely by means of an offer document which will contain the full terms and conditions of the Offer, including details on how it may be accepted. Any offer document will comprise, include or be accompanied by a disclosure document under Ch 6D of the Australian Corporations Act 2001 under which a possible offer of shares by TerraCom as part consideration under the terms of the Offer will be made. Any decision made in relation to the Offer should be made solely on the basis of the information provided in any such document. It is anticipated that an offer document will be made available to UNV shareholders in [February] 2020. UNV shareholders who wish to accept the Offer, if made, including any offer of shares by TerraCom, will need to complete the acceptance form that will be in or will accompany the disclosure document.
Viewing the materials you are seeking to access may be restricted under securities laws in certain jurisdictions. In other jurisdictions, only certain categories of person may be allowed to view such materials. Any persons who wish to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so.
These materials are not directed at or accessible by persons located or resident in any jurisdiction if to do so would constitute a violation of the relevant laws or regulations of that jurisdiction.
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Any announcements regarding securities offerings, or references to securities offerings, that are contained on these pages do not constitute an offering of those securities. In particular, the materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Canada and Japan or any jurisdiction in which such offers or sales are unlawful. Any securities issued in connection with an offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or under any applicable securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in or into the United States absent registration except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of securities in the United States.
The offer and sale of any securities referred to in these pages have not been and will not be registered under the applicable securities laws of Canada or Japan. Accordingly, unless an exemption under relevant securities laws is applicable, any such securities may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in or into the United States, Canada and Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration of such securities in, the relevant jurisdiction.
The materials are also available to persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation (EU) 2017/1129 ("Qualified Investors"). In addition, in the United Kingdom the materials are being distributed only to, and are directed only at, Qualified Investors who are persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or who are high net worth entities, and other persons falling within Article 49(2)(a)-(d) of the Order to whom they may otherwise lawfully be communicated (all such persons together being referred to as relevant persons). Any investment or investment activity to which these materials relate are available only to relevant persons in the United Kingdom and Qualified Investors in any member state of the European Economic Area other than the United Kingdom, and will only be engaged with such persons.
Any person located outside the United Kingdom and Australia who wishes to view the materials must first satisfy itself that it is not subject to any local requirements that prohibit or restrict it from doing so and that TerraCom or any parent or subsidiary undertaking is not otherwise prohibited from providing the materials to that person in that jurisdiction.
If you are not permitted to view materials on this website or are in any doubt as to whether you are permitted to view these materials, please exit this webpage. These materials must not be released or otherwise forwarded, distributed or sent, in whole or in part, directly or indirectly, in or into the United States, Canada and Japan or any jurisdiction in which such offers or sales are unlawful. Persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from the United States, Canada and Japan.
Cautionary Note Regarding Forward-Looking Statements
The materials on this part of the website, including information included or incorporated by reference, may contain certain forward-looking statements with respect to the financial condition, results of operations and business of, TerraCom and/or UNV. These statements are based on the current expectation of the management of TerraCom and are naturally subject to uncertainty and changes in circumstances. These forward-looking statements may be identified by words such as "will", "may", "should", "could", "would", "can", "believes", "intends", "expects", "indicates", "anticipates" or similar words or terms or by discussions of, inter alia, strategies, goals or plans. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of TerraCom's or UNV's operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on TerraCom's or UNV's business.
By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions. Due to such uncertainties, TerraCom cannot give any assurance that any forward-looking statement will prove to be correct in the future. TerraCom does not undertake any obligation to update or publicly revise forward-looking statements (whether as a result of new information, future events or otherwise), except to the extent required by applicable law or regulation. You are therefore cautioned not to place undue reliance on these forward-looking statements.
In relation to any Offer-related materials accessible on this area of the website please note any statement of responsibility contained therein.
The documents included in this part of the website issued or published by TerraCom speak only at the specified date of the relevant document and TerraCom has, and accepts, no responsibility or duty to update or revise such documents.
In relation to any such announcements or other Offer-related materials issued or published by UNV, or which relate to UNV and its group, that are accessible on this website, the only responsibility accepted by TerraCom and its directors is for the correctness and fairness of its reproduction.
The directors of TerraCom, nor TerraCom nor any of its affiliated companies, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to or from this part of the website.
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