Dundee Precious Metals has published the detailed scheme document for its recommended acquisition of Adriatic Metals, setting the stage for shareholder votes in August 2025. The transaction, subject to regulatory approvals, aims to consolidate two key players in the precious metals mining sector.
- Recommended acquisition via UK court-sanctioned scheme of arrangement
- Shareholder meetings scheduled for 13 August 2025 in London
- Adriatic to be delisted from LSE and ASX upon completion
- DPM plans TSX listing and ASX Foreign Exempt Listing for new shares
- Transaction completion expected by Q4 2025, pending approvals
Background and Transaction Overview
On 14 July 2025, Dundee Precious Metals Inc. (DPM) formally published the scheme document detailing its recommended acquisition of Adriatic Metals PLC. This acquisition is structured as a court-sanctioned scheme of arrangement under the UK Companies Act 2006, a legal mechanism commonly used for cross-border mergers and acquisitions. The deal represents a strategic consolidation in the precious metals mining sector, combining DPM's established operations with Adriatic's promising assets.
The acquisition terms have been unanimously recommended by the Adriatic board, following independent financial advice from RBC Capital Markets. The scheme document outlines the full terms and conditions, including a 'Mix and Match' facility allowing shareholders some flexibility in their consideration.
Key Approvals and Timetable
The transaction requires multiple layers of approval – a supermajority vote of Adriatic shareholders at a Court Meeting and General Meeting scheduled for 13 August 2025 in London, approval from DPM shareholders, sanction by the UK court, and regulatory clearance, notably from the Bosnian Competition Council. The timing of regulatory approvals remains uncertain, with the Bosnian Competition Council's decision expected potentially as late as Q4 2025.
Shareholders are urged to submit proxies ahead of the meetings to ensure broad representation. The scheme document and related materials are being dispatched to shareholders and made available online, with detailed instructions on voting and participation.
Market Implications and Listing Changes
Upon completion, Adriatic Metals will be delisted from both the London Stock Exchange (LSE) and the Australian Securities Exchange (ASX). DPM intends to list the new shares issued under the scheme on the Toronto Stock Exchange (TSX) and seeks a Foreign Exempt Listing on the ASX, allowing former Adriatic shareholders to maintain exposure through DPM's securities. However, ASX approval is not guaranteed, and the timing of these changes will depend on regulatory outcomes.
The transition will also see Adriatic re-registered as a private company, marking the end of its public listing status. This move reflects the full integration of Adriatic into DPM's corporate structure.
Strategic Rationale and Shareholder Support
The acquisition is positioned as a value-enhancing combination, with the Adriatic board deeming the offer fair and reasonable. Notably, irrevocable undertakings to vote in favor of the scheme have been secured for approximately 37% of Adriatic's issued share capital, signaling strong shareholder backing. The deal aims to leverage operational synergies and expand DPM's footprint in key mining jurisdictions including Bosnia and Herzegovina, Serbia, and Bulgaria.
Investors should note the comprehensive legal and regulatory disclosures provided, including the potential tax implications for shareholders in various jurisdictions, and the forward-looking nature of certain statements regarding the transaction's benefits and timing.
Bottom Line?
As the August shareholder meetings approach, all eyes will be on regulatory approvals and shareholder sentiment to determine if this transformative mining deal crosses the finish line.
Questions in the middle?
- Will the Bosnian Competition Council grant timely approval to avoid delays?
- How will the ASX respond to DPM's Foreign Exempt Listing application?
- What operational synergies and cost savings will materialize post-acquisition?