(TheNewswire)
16 August 2022 – TheNewswire - On 14June 2022, the boards of Altus Strategies plc (“ Altus ” or the“ Company ”) ( AIM:ALS) ( TSXV:ALTS) ( OTC:ALTUF) and Elemental RoyaltiesCorp. (“ Elemental ”) announced that they had reachedagreement on the terms of a recommended share-for-share merger ofequals of Elemental and Altus with the entire issued and to be issuedshare capital of Altus being acquired by Elemental (the“ Merger ”). The Merger has been put forward to Scheme Shareholdersby means of a Court-sanctioned scheme of arrangement under Part 26 ofthe Companies Act (the “ Scheme ”). The scheme document in connectionwith the Merger was published on 12 July 2022 (the “ Scheme Document ”).Capitalised terms in this announcement, unless otherwise defined, havethe same meanings as set out in the Scheme Document. All references totimes in this announcement are to London times unless otherwisestated.
On 12 August 2022, Altus announced that the High Courtof Justice of England and Wales had sanctioned the Scheme at theSanction Hearing on 12 August 2022 (the “ Court Sanction Date ” ).
Altus and Elemental are pleased to announce that,following the delivery of a copy of the Court Order to the Registrarof Companies today, the Scheme has now become effective in accordancewith its terms and the entire issued and to be issued ordinary sharecapital of Altus is now owned by Elemental.
Settlement of consideration
Scheme Shareholders on Altus’ register of members atthe Scheme Record Time, being 10:00 p.m. on 15 August 2022, areentitled to receive 0.5940 New Elemental Shares for each Scheme Shareheld.
Settlement of the consideration to which any SchemeShareholder is entitled will be effected by either (i) entering theirnames as registered owner in respect of the relevant New ElementalShares through the Direct Registration System (for Scheme Shareholdersholding Scheme Shares on the UK Register or Canadian Register incertificated form or DRS form), (ii) by crediting of CREST accountswith Elemental CDIs in respect of such Scheme Shareholder’sentitlement to New Elemental Shares (for Scheme Shareholders holdingScheme Shares in uncertificated form in CREST), or (iii) by creditingthe appropriate CDS account with the New Elemental Shares in respectof such Scheme Shareholder’s entitlement to New Elemental Shares(for Scheme Shareholders holding Scheme Shares in uncertificated formin CDS) as soon as practicable and in any event not later than 30August 2022, being 14 days after the Effective Date of the Scheme, asset out in the Scheme Document.
Suspension of trading andcancellation of admission to trading of Altus Shares
The admission to trading of, and dealings in, AltusShares have been suspended on the London Stock Exchange’s AIM marketand halted on the TSX Venture Exchange (the “ TSX-V ” ) with effect from the commencement of trading on Tuesday 16August 2022. An application has been made to the London Stock Exchangein relation to the cancellation of the admissionto trading of Altus Shares on the London Stock Exchange’s AIM marketwhich is expected to take effect at 7:00 a.m. on Wednesday 17 August2022. Further applications were made to withdraw the Altus Shares’designation on OTCQX and to delist the Altus Shares from TSX-V,expected to take effect at 9:00 a.m. (New York time) and 4:30 p.m.(Toronto time) on Wednesday 17 August 2022, respectively.
Altus Board appointment andresignations
As the Scheme has now become Effective, Altus dulyannounces that, as of today’s date, Michael Winn and Gérard De Herthave tendered their resignations and have stepped down from the AltusBoard.
Dealing disclosures
Altus is no longer in an "Offer Period" asdefined in the City Code on Takeovers and Mergers and accordingly thedealing disclosure requirements previously notified to investors nolonger apply.
Full details of the Merger are set out in the SchemeDocument.
For further information you are invited to visit theCompany’s website www.altus-strategies.com or contact:
Altus Strategies plc | +44 (0) 1235 511 767 |
Steven Poulton, Chief Executive | |
UBS (Financial Adviser to Altus) | +44 (0) 20 7567 8000 |
Jason Hutchings | |
Sandip Dhillon | |
Frank Geary | |
SP Angel Corporate Finance LLP (Nominated Adviser) | +44 (0) 20 3470 0470 |
Richard Morrison Adam Cowl | |
SP Angel Corporate Finance LLP (Broker) Grant Barker Rob Rees | +44 (0) 20 3470 0471 |
Shard Capital Partners LLP (Broker) Damon Heath Isabella Pierre | +44 (0) 20 7186 9927 |
Yellow Jersey PR (Financial PR & IR to Altus) | +44 (0) 20 3004 9512 |
Charles Goodwin | |
Henry Wilkinson | |
Elemental Royalties Corp. | +44 (0) 7554 872 794 |
Frederick Bell, CEO and Director | |
Canaccord Genuity Limited (Financial Adviser to Elemental) | +44 (0) 20 7523 8000 |
Raj Khatri | |
James Asensio | |
David Sadowski | |
Brad Cameron | |
Longview Communications & PublicAffairs (Financial PR & IR to Elemental) | +1 604 694 6035 |
Alan Bayless | |
Fasken Martineau LLP is retained as legal adviser to Elemental | +44 (0) 20 7917 8500 |
Norton Rose Fulbright LLP is retained as UK legal adviser to Altus | +44 (0) 20 7283 6000 |
About AltusStrategies plc
Altus Strategies plc (AIM: ALS,TSX-V: ALTS & OTCQX: ALTUF) is an income generating mining royaltycompany, with a diversified portfolio of production, pre-productionand discovery stage assets. The Company’s differentiated approach ofgenerating royalties on its own discoveries in Africa and acquiringroyalties globally through financings and acquisitions with thirdparties has attracted key institutional investor backing. Altus hasestablished a global portfolio comprising 33 royalty interests and 26project interests across nine countries and nine metals. The Companyengages constructively with all stakeholders, working diligently tominimise its environmental impact and to promote positive economic andsocial outcomes in the communities where it operates. For furtherinformation, please visit www.altus-strategies.com .
Important notices relating to financial advisers
UBS AG London Branch (“UBS”) isauthorised and regulated by the Financial market Supervisory Authorityin Switzerland. It is authorised by the PRA and subject to regulationby the FCA and limited regulation by the PRA in the United Kingdom andis acting as financial adviser to Altus and for no one else inconnection with the Merger and other matters referred to in this announcement and will not be responsible to anyoneother than Altus for providing the protections afforded to its clientsor for providing advice in relation to the Merger, the contents ofthis announcement or any other matters referredto in this announcement . Neither UBSnor any of its subsidiaries, branches or affiliates owes or acceptsany duty, liability or responsibility whatsoever (whether direct orindirect, whether in contract, in tort, under statute or otherwise) toany person who is not a client of UBS in connection with any matterreferred to in this announcement or otherwise.
SP Angel is authorised and regulatedby the FCA in the United Kingdom and is acting as nominated adviserand broker to Altus and for no one else in connection with the Mergerand other matters referred to in this announcement and will not be responsible to anyoneother than Altus for providing the protections afforded to its clientsor for providing advice in relation to the Merger, the contents ofthis announcement or any other matters referred to in this announcement . Neither SP Angel nor any of itssubsidiaries, branches or affiliates owes or accepts any duty,liability or responsibility whatsoever (whether direct or indirect,whether in contract, in tort, under statute or otherwise) to anyperson who is not a client of SP Angel in connection with any matterreferred to in this announcement orotherwise.
Canaccord Genuity Limited, which isauthorised and regulated by the FCA in the United Kingdom, andCanaccord Genuity Corp. (together, “Canaccord Genuity”) are actingas financial adviser to Elemental and for no one else in connectionwith the Merger and other matters referred to in this announcement and will not be responsible to anyoneother than Elemental for providing the protections afforded to theirclients or for providing advice in relation to the Merger, thecontents of this announcement or any othermatters referred to in this announcement . NeitherCanaccord Genuity nor any of their subsidiaries, branches oraffiliates owes or accepts any duty, liability or responsibilitywhatsoever (whether direct or indirect, whether in contract, in tort,under statute or otherwise) to any person who is not a client ofCanaccord Genuity in connection with any matter referred to in this announcement or otherwise.
NOT FOR RELEASE, PUBLICATION ORDISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTIONWHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OFTHAT JURISDICTION
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