Carnaby to Cancel 5.52 Million Options for $835,000 Cash Under Scheme
Carnaby Resources secures ASX waiver to cancel 5.52 million unlisted options for $835,000 cash without shareholder approval, clearing a key hurdle in Evolution Mining's takeover scheme.
- ASX grants waiver of Listing Rule 6.23.2 for options cancellation
- 5.52 million Carnaby options to be cancelled for $835,000 cash
- Cancellation conditional on scheme effectiveness and disclosure
- Waiver removes need for shareholder approval
- Evolution Mining funds the cash consideration
ASX Approves Waiver to Facilitate Options Cancellation
Carnaby Resources Limited (ASX:CNB) has received a waiver from the ASX allowing it to cancel 5,520,000 unlisted options without obtaining shareholder approval, a move that smooths the path for Evolution Mining Limited’s (ASX:EVN) proposed acquisition.
The waiver relates to ASX Listing Rule 6.23.2, which normally requires shareholder approval for any change that cancels options for consideration. The ASX has granted the waiver on the condition that full details of the cancellation and cash consideration are disclosed in the scheme booklet, and that the scheme becomes effective.
Cash Consideration and Scheme Conditions
Under the terms of the scheme of arrangement announced in July, Evolution Mining will acquire all fully paid ordinary shares in Carnaby. As part of this transaction, Carnaby’s outstanding options will be cancelled for cash consideration totalling $835,000, funded by Evolution.
The cancellation will only proceed if the scheme becomes effective. Should the scheme fail, the options will remain intact under their current terms. This conditional approach aligns with the Scheme Implementation Deed executed between Carnaby and Evolution Mining.
Implications for Shareholders and Capital Structure
By securing the waiver, Carnaby avoids the procedural step of seeking shareholder approval for the options cancellation, which could have delayed or complicated the acquisition process. The options cancellation effectively cleans up Carnaby’s capital structure ahead of integration with Evolution Mining.
This development follows Carnaby’s recent announcements of strong resource growth and high-grade discoveries at the Greater Duchess project, underpinning Evolution’s interest in the acquisition and the strategic value of the combined assets.
Bottom Line?
The ASX waiver removes a procedural hurdle, but the options cancellation remains contingent on the scheme’s success and full disclosure, keeping shareholders’ fate tied to the acquisition outcome.
Questions in the middle?
- Will the scheme of arrangement secure the required shareholder and regulatory approvals to become effective?
- How will the options cancellation impact Carnaby’s valuation and shareholder returns post-acquisition?
- What further disclosures will the scheme booklet provide on the valuation methodology for the options?
