Centamin PLC Announces Publication of Scheme Document

ACCESSWIRE · Centamin PLC

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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

PERTH, AUSTRALIA / ACCESSWIRE / September 30, 2024 / On 10 September 2024, the boards of Centamin plc ("Centamin") and AngloGold Ashanti plc ("AngloGold Ashanti") announced that they had agreed the terms of a recommended acquisition of Centamin (the "Transaction"). It is intended that the Transaction will be implemented by way of a court-sanctioned scheme of arrangement between Centamin and the Scheme Shareholders under article 125 of the Jersey Companies Law (the "Scheme").

Centamin announces that a document in relation to the Scheme (the "Scheme Document") is being sent, or made available, to Centamin Shareholders today. The Scheme Document includes, amongst other things, a letter from the Non-Executive Chair of Centamin, the full terms and conditions of the Scheme, an explanatory statement in relation to the Scheme, notices of the Court Meeting and Centamin General Meeting to effect the Scheme, an expected timetable of principal events and details of the actions to be taken by Centamin Shareholders.

In addition, joint letters from Centamin and AngloGold Ashanti are being sent today to participants in the Centamin Share Incentive Plan to provide information on how the Transaction will affect their rights under the Centamin Share Incentive Plan and the arrangements applicable to them.

Capitalised terms not otherwise defined in this announcement shall have the meaning given to them in the Scheme Document.

The Scheme Document and Forms of Proxy are being sent to Centamin Shareholders (in accordance with communication preferences selected).

As described in the Scheme Document, in order to become Effective, the Scheme will require, amongst other things, the requisite approval of Centamin Shareholders at the Court Meeting and the passing of a special resolution at the Centamin General Meeting, and then the approval of the Jersey Court. The Scheme is also subject to the satisfaction or waiver of the other Conditions and further terms as described more fully in the Scheme Document.

The Court Meeting and the Centamin General Meeting to approve the Scheme (and the steps contemplated by the Scheme) are scheduled to be held at 10:00 a.m. and 10:15 a.m. (or as soon thereafter as the Court Meeting concludes or is adjourned) respectively, each on 28 October 2024 at The Royal Yacht, Weighbridge, St Helier, Jersey, JE2 3NF.