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Results of Court Meeting and General Meeting Held on 8 August 2022

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…

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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

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

RECOMMENDED ALL-SHARE MERGER OF EQUALS

of

ALTUS STRATEGIES PLC

and

ELEMENTAL ROYALTIES CORP.

 

to be implemented by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

8 AUGUST 2022 – TheNewswire – On 14 June 2022, the boards of Elemental Royalties Corp. (“Elemental”) and Altus Strategies plc (“Altus” or the “Company”) (AIM:EPIC) (TSXV:ALS)  (OTC:ALTUF) announced that they had reached agreement on the terms of a recommended share-for-share merger of equals of Elemental and Altus with the entire issued and to be issued share capital of Altus being acquired by Elemental (the “Merger”). The Merger is being put forward to Scheme Shareholders by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the “Scheme”). Capitalised terms in this announcement, unless otherwise defined, have the same meanings as set out in the Scheme Document (as defined below). All references to times in this announcement are to London times unless otherwise stated.  

 

Altus is pleased to announce the results of the Court Meeting and General Meeting held today in connection with the Merger to be effected by way of the Scheme.

 

At the Court Meeting, as more particularly described below, the requisite majority of Scheme Shareholders voted in favour of the resolution to approve the Scheme.

 

At the General Meeting, as more particularly described below, the requisite majority of Altus Shareholders voted to pass the Special Resolution.

 

Full details of the resolutions that were proposed are set out in the notices of the Court Meeting and General Meeting contained in the scheme document published on 12 July 2022 in connection with the Merger (the “Scheme Document).

 

The total number of Altus Shares in issue at the Scheme Voting Record Time was 117,321,678. Therefore, the total number of voting rights in Altus on the Scheme Voting Record Time was 117,321,678.

 

Voting results of the Court Meeting

The results of the poll at the Court Meeting are set out in the table below. Each Scheme Shareholder present in person or by proxy, was entitled to one vote for each Scheme Share held at the Scheme Voting Record Time.

Results of Court Meeting

FOR

AGAINST

TOTAL

Number of Scheme Shares voted

76,970,902

74,087

77,044,989

Percentage of Scheme Shares voted (1)

99.90%

0.10%

100%

Number of Scheme Shareholders who voted

40

7

40 (2)

Number of Scheme Shares voted as a percentage of the issued ordinary share capital eligible to be voted at the Court Meeting  (1)

65.61%

0.06%

65.67%

 
 

(1) Rounded to two decimal places.

(2) The aggregate of Scheme Shareholders voting for and against the resolution exceeds the total number of Scheme Shareholders who voted because seven registered members gave instructions for votes to be cast in favour of the resolution in respect of part of their holding of Scheme Shares and against the resolution in respect of another part of their holding of Scheme Shares.

Voting results of the General Meeting

The results of the poll at the General Meeting are set out in the table below. Each Altus Shareholder present in person or by proxy was entitled to one vote for each Altus Share held at the Scheme Voting Record Time.

 

FOR

AGAINST

TOTAL

WITHHELD(1) 

Special Resolution

No. of votes

% of votes(2)

No. of votes

% of votes(2)

No. of votes

No. of votes

(A) Directors’ authorisation to implement the Scheme  

(B) Amendment of the articles of association of Altus

74,032,309

99.88

90,841

0.12

74,123,150

600

(1) A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes ‘For’ or ‘Against’ the Special Resolution.

 

(2) Rounded to two decimal places.

Effective Date and Timetable

The expected timetable of principal events for the implementation of the Scheme remains as set out in the Scheme Document and is also set out in the Appendix to this announcement. 

 

The dates and times given in the expected timetable are indicative only and are based on Altus’ current expectations and may be subject to change (including as a result of changes to the regulatory timetable). If any of the expected times and/or dates change, the revised times and/or dates will be notified to Altus Shareholders by announcement through a Regulatory Information Service, with such announcement being made available on Altus’ website at: https://altus-strategies.com/elemental-merger/

 

General

Copies of the resolutions passed at the Court Meeting and the General Meeting will be submitted today to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The Scheme Document is also available for inspection on the National Storage Mechanism.

 

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

 

For further information you are invited to visit the Company’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 & Public Affairs (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

 

The person responsible for arranging the release of this announcement on behalf of Altus is Steven Poulton, Chief Executive Officer.

 

About Altus Strategies plc

Altus Strategies plc (AIM: ALS, TSX-V: ALTS & OTCQX: ALTUF) is an income generating mining royalty company, with a diversified portfolio of production, pre-production and discovery stage assets. The Company’s differentiated approach of generating royalties on its own discoveries in Africa and acquiring royalties globally through financings and acquisitions with third parties has attracted key institutional investor backing. Altus has established a global portfolio comprising 33 royalty interests and 26 project interests across nine countries and nine metals. The Company engages constructively with all stakeholders, working diligently to minimise its environmental impact and to promote positive economic and social outcomes in the communities where it operates. For further information, please visit www.altus-strategies.com.

 

Further Information

This announcement is not intended to, and does not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval pursuant to the Merger, in any jurisdiction in which such offer, invitation or solicitation is unlawful.

 

The Merger will be made solely by means of the Scheme Document, which contains the full terms and conditions of the Merger including details of how to vote in respect of the Scheme. Any vote in respect of the Merger or other response in relation to the Merger should be made only on the basis of the information contained in the Scheme Document.

 

This announcement does not constitute a prospectus or a prospectus equivalent document.

 

This announcement has been prepared for the purposes of complying with English law, any applicable securities laws in Canada and the United States, the AIM Rules, the rules of the London Stock Exchange and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of England.

Important notices relating to financial advisers

UBS AG London Branch (“UBS”) is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the PRA and subject to regulation by the FCA and limited regulation by the PRA in the United Kingdom and is acting as financial adviser to Altus and for no one else in connection with the Merger and other matters referred to in this announcement and will not be responsible to anyone other than Altus for providing the protections afforded to its clients or for providing advice in relation to the Merger, the contents of this announcement or any other matters referred to in this announcement. Neither UBS nor any of its subsidiaries, 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 any person who is not a client of UBS in connection with any matter referred to in this announcement or otherwise.  

 

SP Angel is authorised and regulated by the FCA in the United Kingdom and is acting as nominated adviser and broker to Altus and for no one else in connection with the Merger and other matters referred to in this announcement and will not be responsible to anyone other than Altus for providing the protections afforded to its clients or for providing advice in relation to the Merger, the contents of this announcement or any other matters referred to in this announcement. Neither SP Angel nor any of its subsidiaries, 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 any person who is not a client of SP Angel in connection with any matter referred to in this announcement or otherwise.

 

Canaccord Genuity Limited, which is authorised and regulated by the FCA in the United Kingdom, and Canaccord Genuity Corp. (together, Canaccord Genuity) are acting as financial adviser to Elemental and for no one else in connection with the Merger and other matters referred to in this announcement and will not be responsible to anyone other than Elemental for providing the protections afforded to their clients or for providing advice in relation to the Merger, the contents of this announcement or any other matters referred to in this announcement. Neither Canaccord Genuity nor any of their subsidiaries, 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 any person who is not a client of Canaccord Genuity in connection with any matter referred to in this announcement or otherwise.

 

Overseas shareholders

The release, publication or distribution of this announcement in, into or from jurisdictions other than the United Kingdom, Canada or the United States may be restricted by law. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom, Canada or the United States, or Altus Shareholders who are not resident in and citizens of the United Kingdom, Canada or the United States, should inform themselves of and observe any applicable requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, Elemental and Altus and persons involved in the Merger, disclaim any responsibility or liability for the violation of such restrictions by any person. In particular, the ability of persons who are not resident in the United Kingdom, Canada or the United States to vote their Altus Shares with respect to the Scheme at the Court Meeting and the General Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located.

 

This announcement is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities of Elemental, or the solicitation of any vote or approval in any jurisdiction: (i) in which such offer or invitation is not authorised; (ii) in which the person making such offer or invitation is not qualified to do so; or (iii) in which, or to any person to whom, it is unlawful to make such offer, solicitation or invitation or would impose any unfulfilled registration, publication or approval requirements on Altus, Elemental, or any of their respective directors, officers, agents and advisers. The Merger will be made solely by means of the Scheme Document, which contains the full terms and conditions of the Merger including details of how to vote in respect of the Scheme. Any vote in respect of the Scheme or other response in relation to the Merger should be made only on the basis of the information contained in the Scheme Document.

 

Unless otherwise determined by Altus or Elemental or required by the Takeover Code, and permitted by applicable law and regulation, this announcement will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Merger within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction.

 

It is the responsibility of any person into whose possession this announcement comes to satisfy themselves as to their full observance of the laws of the relevant jurisdiction in connection with the Merger, the distribution of this announcement, including the obtaining of any governmental, exchange control or other consents which may be required and/or compliance with other necessary formalities which are required to be observed.

 

Further details in relation to Overseas Shareholders are contained in the Scheme Document.

 

Notice to US investors in Altus

US Altus Shareholders should note that the Merger relates to the shares of an English company and is proposed to be made by means of a scheme of arrangement provided for under, and governed by, the laws of England and Wales.

 

Any securities issued by Elemental as a result of this Merger by means of a scheme of arrangement will be issued in reliance upon the exemption from the registration requirements of the Securities Act, pursuant to the exemption from registration set forth in Section 3(a)(10) thereof. Accordingly, the Scheme will be subject to disclosure requirements and practices applicable in the UK to schemes of arrangement, which are different from the disclosure requirements that would be applicable in the US if the securities were registered under the US Securities Act.

 

Except as described in the Scheme Document under the heading ‘Non-IFRS financial measures’, the annual financial statements included or incorporated in this announcement or in the Scheme Document have been prepared in accordance with IFRS and the interim financial statements included or incorporated by reference below have been prepared in accordance with International Accounting Standards (IAS) 34, Interim Financial Reporting. As such, the financial statements included below or incorporated by reference may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. If Elemental exercises its right to implement the Merger of the Altus Shares in accordance with the Co-operation Agreement by way of a Takeover Offer, such offer will be made in compliance with applicable US laws and regulations, including the registration requirements of the Securities Act and the tender offer rules under the Exchange Act and any applicable exemptions provided thereunder.

 

Neither the Merger nor the Scheme Document have been approved or disapproved by the SEC, any state securities commission in the United States or any other US regulatory authority, nor have any such authorities passed upon or determined the adequacy or accuracy of the information contained in this announcement or the merits of the Merger. Any representation to the contrary is a criminal offence in the United States.

 

It may be difficult for US Altus Shareholders to enforce their rights and any claim arising out of the US federal laws or to enforce against them a judgment of a US court predicated upon the securities laws of the United Kingdom, since Elemental and Altus are incorporated in a non-US jurisdiction, and some or all of their officers and directors may be residents of countries other than the United States. US Altus Shareholders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgement.

 

In accordance with normal UK practice, Elemental or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Altus Shares outside of the US, other than pursuant to the Merger, until the date on which the Merger and/or Scheme becomes effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

 

Additional information for Altus Shareholders in Canada

No securities commission or similar authority of Canada, or any other jurisdiction, has reviewed or in any way passed upon this announcement or the merits of the securities described herein, and any representation to the contrary is an offence.

 

Altus Shareholders in Canada should note that the Merger relates to the acquisition of shares of an English company and is proposed to be effected by means of a scheme of arrangement provided for under, and governed by, the laws of England and Wales.

 

If Elemental exercises its right to implement the Merger of the Altus Shares in accordance with the Co-operation Agreement by way of a Takeover Offer, such Takeover Offer will be made in compliance with applicable Canadian securities laws or pursuant to an exemption therefrom.

 

The enforcement by Altus Shareholders in Canada of civil liabilities under the Canadian securities laws may be affected adversely by the fact that Altus is incorporated or organized under the laws of a jurisdiction other than Canada, that some or all of Elemental’s and Altus’ officers and directors are and will be residents of countries other than Canada, that some or all of the experts named in the Scheme Document may be residents of countries other than Canada, and that all or a substantial portion of the assets of Elemental, Altus and such persons are and will be located outside Canada. As a result, it may be difficult or impossible for Altus Shareholders in Canada to effect service of process within Canada upon Altus, Elemental’s and Altus’ respective officers or directors or the experts named herein, or to realize against them, upon judgments of courts of Canada predicated upon liabilities under Canadian securities laws. In addition, Altus Shareholders in Canada should not assume that the courts of England and Wales: (a) would enforce judgments of Canadian courts obtained in actions against such persons predicated upon civil liabilities under Canadian securities laws; or (b) would enforce, in original actions, liabilities against such persons predicated upon civil liabilities under the Canadian securities laws.

 

The distribution of the New Elemental Shares pursuant to the Merger will constitute a distribution of securities that is exempt from the prospectus requirements of Canadian securities law. The New Elemental Shares received pursuant to the Merger will not be subject to resale restrictions and may be resold through registered dealers in each of the provinces and territories of Canada provided that (i) the trade is not a “control distribution” as defined in Canadian securities law, (ii) no unusual effort is made to prepare the market or to create a demand for Elemental Shares, (iii) no extraordinary commission or consideration is paid to a person in respect of such sale, and (iv) if the selling security holder is an insider or officer of Elemental, as the case may be, the selling security holder has no reasonable grounds to believe that Elemental, as the case may be, is in default of applicable Canadian securities law.

 

Altus Shareholders in Canada should be aware that the Merger described in the Scheme Document may have tax consequences in Canada and should consult their own tax advisors to determine the particular tax consequences to them of the Merger in light of their particular circumstances, as well as any tax consequences that may arise under the laws of any other relevant foreign, state, local or other taxing jurisdiction.

 

Forward Looking Statements

This announcement contains certain forward looking statements with respect to Altus, Elemental and the Merger which are, or may be deemed to be, “forward-looking statements” and “forward-looking information”, each as defined under applicable securities laws (collectively, “forward-looking statements). Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Elemental and Altus about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.

 

Forward-looking statements often, but not always, use words such as “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “goal”, “believe”, “hope”, “aims”, “continue”, “will”, “may”, “should”, “would”, “could”, or other words of similar meaning or derivatives thereof (including negative and grammatical variations). These statements are based on assumptions and assessments made by Elemental and/or Altus in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements and as such are qualified in their entirety. 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.

 

The forward-looking statements contained in this announcement include statements related to: the Merger including statements with respect to the implementation thereof; the benefits of the Merger to the Altus Shareholders; the timing for and receipt of all required regulatory, court, stock exchange and shareholder approvals and approvals to complete the Merger; the ability of Altus to satisfy other conditions to, and to complete the Merger; the anticipated timing for completion of the Merger; the closing of the Merger; the expected effects of the Merger on Altus, the expected timing and scope of the Merger and other statements other than historical facts; the intention to seek a delisting of the Altus Shares from AIM and the TSX-V and the Altus Shares will no longer be quoted on the OTCQX market in the United States; and the intention for Altus to make an application to certain Canadian securities commissions after the Effective Date to cease to be a reporting issuer in Canada.

 

In respect of forward-looking statements and information concerning the anticipated completion of the proposed Merger and the anticipated timing for completion of the proposed Merger, Elemental and Altus have provided them in reliance on certain assumptions and believe that they are reasonable at this time, the ability of the applicable parties to receive, in a timely manner, the necessary regulatory, shareholder, court, stock exchange and relevant authority approvals, and the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the Merger. These dates may change for a number of reasons, including unforeseen delays in preparing meeting materials, inability to secure necessary approvals in the time assumed or the need for additional time to satisfy the other conditions to the completion of the Merger. Accordingly, you should not place undue reliance on the forward-looking statements and information in this announcement concerning these times.

 

Such forward-looking statements involve known and unknown risks, and uncertainties and other important factors that could significantly affect expected results and are based on certain key assumptions. Such risks, uncertainties and factors may cause the actual results, performance or achievements of Elemental or Altus to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These risks, uncertainties and factors include, without limitation: risks associated with the Merger and Mergers generally; the Co-operation Agreement may be terminated in certain circumstances; there can be no certainty that all conditions precedent to the Merger will be satisfied; the parties will incur costs even if the Merger is not completed and Elemental may have to pay a break fee to Altus if the Co-operation Agreement is terminated in certain circumstances; all necessary approvals may not be obtained. Additional risks, uncertainties and factors include 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 disposals. For a discussion of important factors which could cause actual results to differ from forward-looking statements in relation to Elemental or Altus, refer to (i) the Elemental Annual Information Form; and (ii) the Altus 2021 Accounts.

 

No member of the Altus Group, nor any of their respective associates, directors, officers, employees or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur.

 

Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and you are therefore cautioned not to place any reliance on these forward-looking statements which speak only as at the date of this announcement. It is expected that these expectations will change as new information is received. Altus does not assume any obligation to update or correct the information contained in this announcement (whether as a result of new information, future events or otherwise), except as required by applicable law. Investors are cautioned that forward-looking statements are not guarantees of future performance and accordingly investors are cautioned not to put undue reliance on forward-looking statements due to their inherent uncertainty.

 

Publication on website

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Altus’ website at https://Altus-strategies.com/ and Elemental’s website at https://www.Elementalroyalties.com by no later than 12 noon on the first Business Day following the date of this announcement. For the avoidance of doubt, neither the contents of these websites nor any website accessible from hyperlinks is incorporated into or forms part of this announcement.

 

This announcement will also be available on SEDAR under Altus’ profile at www.sedar.com.

 

Hard copy documents

In accordance with Rule 30.3 of the Takeover Code, Altus Shareholders, persons with information rights and participants in the Altus Share Plan may request a hard copy of this announcement by contacting Altus’ registrar, Computershare on +44 (0) 370 707 1884. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Computershare is open between 9:00 a.m. to 5:30 p.m., Monday to Friday excluding public holidays in England and Wales; or (ii) by submitting a request in writing to Computershare, The Pavilions, Bridgwater Road, Bristol, BS13 8AE, United Kingdom. Please note that Computershare cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. Such persons may also request that all future documents, announcements and information to be sent to them in relation to the Merger should be in hard copy form.

 

Information relating to Altus Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by Altus Shareholders, persons with information rights and other relevant persons for the receipt of communications from Altus may be provided to Elemental during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

 

Disclosure Requirements of the Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.

 

An Opening Position Disclosure must contain details of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Takeover Code applies must be made by no later than 3:30 p.m. on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3:30 p.m. on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

 

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8 of the Takeover Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Takeover Code applies must be made by no later than 3:30 p.m. on the Business Day following the date of the relevant dealing.

 

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Takeover Code.

 

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Takeover Code).

 

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel’s website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

 

Market Abuse Regulation Disclosure

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (“MAR”), and is disclosed in accordance with the Company’s obligations under Article 17 of MAR.

  

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

The following indicative timetable is based on Altus’ and Elemental’s current expected dates for the implementation of the Scheme and is subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to Altus Shareholders by announcement through a Regulatory Information Service.

 

Event

Expected time/date

Court Hearing

Friday 12 August 2022 (1)

Last day of dealings in Altus Shares on AIM and TSX-V

 

Monday 15 August 2022 (1)

Scheme Record Time

10:00 p.m.
on
Monday 15 August 2022 (1)

Suspension of dealings in Altus Shares on AIM and halt on trading in Altus Shares on TSX-V

7:30 a.m.
on
Tuesday 16 August 2022 (1)

Effective Date of the Scheme

Tuesday 16 August 2022 (1)

Delisting of Altus Shares on TSX-V

On or around Tuesday 16 August 2022 (1)

Cancellation of listing of Altus Shares on AIM

7:00 a.m.
on
Wednesday 17 August 2022  (1)

Issue of New Elemental Shares

Within 14 days of the Effective Date

Trading of New Elemental Shares on TSX-V

Upon issuance, which shall occur within 14 days of the Effective Date

New Elemental Shares registered through the DRS for New Elemental Shares

Within 14 days of the Effective Date

Elemental CDIs credited to CREST accounts (in respect of Scheme Shares held in uncertificated form on the UK Register in CREST)

Within 14 days of the Effective Date

New Elemental Shares credited to CDS accounts (in respect of Scheme Shares held in uncertificated form on the Canadian Register in CDS)

Within 14 days of the Effective Date

Despatch of statements of ownership relating to New Elemental Shares held through DRS (in respect of Scheme Shares held in certificated form or DRS form only)

Within 14 days of the Effective Date

Latest date by which Scheme must be implemented

30 September 2022 (2) (3)

 

  1. (1)These dates are indicative only and will depend, among other things, on the date upon which: (i) the Conditions are satisfied or (where applicable) waived, (ii) the Court sanctions the Scheme, and (iii) the Scheme Court Order sanctioning the Scheme is delivered to the Registrar.  

  2. (2)This is the latest date by which the Scheme may become effective unless Altus and Elemental agree, and the Panel and, if required, the Court, permits, a later date. 

  3. (3)All dates and times are based on Altus’ and Elemental’s current expectations and are subject to change. Altus will announce any changes to these expected dates or times to the Altus Shareholders through a Regulatory Information Service. All references in this announcement to times are to times in London, United Kingdom unless otherwise stated.  

  

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

 

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