Northern Star Resources has completed its acquisition of De Grey Mining through a scheme of arrangement, issuing new shares to De Grey shareholders and initiating De Grey’s imminent ASX delisting.
- Northern Star acquires 100% of De Grey Mining shares via scheme of arrangement
- De Grey shareholders receive 0.119 Northern Star shares per De Grey share held
- De Grey shares transferred and delisting from ASX expected by 6 May 2025
- Ineligible shareholders’ entitlements managed through a sale agent
- Draft ATO class ruling suggests potential CGT scrip-for-scrip rollover relief
Completion of Acquisition
On 5 May 2025, Northern Star Resources Ltd (ASX:NST) officially completed its acquisition of De Grey Mining Ltd (ASX:DEG) by way of a scheme of arrangement. This transaction marks a significant consolidation in the Australian gold mining sector, with Northern Star now holding 100% ownership of De Grey’s shares. The scheme consideration involved issuing 0.119 new Northern Star shares for each De Grey share held by shareholders as of the record date, 28 April 2025.
All De Grey shares have been transferred to Northern Star, effectively folding De Grey’s assets and operations into Northern Star’s portfolio. This move is expected to enhance Northern Star’s resource base and operational scale, although specific integration plans remain to be detailed.
Delisting and Shareholder Implications
Following the transfer of shares, an application has been made to terminate the quotation of De Grey shares on the ASX, with delisting anticipated by the close of trading on 6 May 2025. This will remove De Grey from the official ASX list, ending its independent public trading status.
For shareholders who were deemed ineligible under the scheme, Northern Star appointed a sale agent to manage the sale of their entitled Northern Star shares. Proceeds from these sales will be distributed to those shareholders in accordance with the scheme’s terms, ensuring equitable treatment despite eligibility constraints.
Tax Considerations and Regulatory Notes
De Grey has received a non-binding draft class ruling from the Australian Taxation Office (ATO) indicating that capital gains tax (CGT) scrip-for-scrip rollover relief may be available for certain shareholders receiving Northern Star shares. This relief could defer CGT liabilities, a potentially favourable outcome for investors. However, the ruling remains draft and non-binding until finalized, with the final decision expected to be published after this announcement.
Shareholders are advised to monitor the ATO website and Northern Star’s corporate governance pages for the final ruling, which will clarify tax treatment and compliance obligations.
Looking Ahead
With the acquisition now implemented, attention will turn to how Northern Star integrates De Grey’s assets and operations. The consolidation could unlock synergies and operational efficiencies, but also presents challenges typical of large-scale mergers. Market participants will be watching closely for Northern Star’s strategic moves and any updates on shareholder returns or operational performance.
Bottom Line?
Northern Star’s acquisition closes a chapter for De Grey, setting the stage for a new phase of growth and integration.
Questions in the middle?
- How will Northern Star integrate De Grey’s assets and workforce in the coming months?
- What impact will the acquisition have on Northern Star’s production guidance and financial outlook?
- When will the ATO issue the final class ruling, and how might it affect shareholder tax liabilities?