Carnaby clears final legal hurdle as Evolution deal moves to settlement

Evolution takeover scheme becomes legally effective

The Evolution Mining takeover of Carnaby Resources Limited (ASX:CNB) has crossed its key legal threshold, with Carnaby confirming that Supreme Court of Western Australia orders approving the scheme have been lodged with ASIC. The scheme is now effective, moving the transaction from shareholder and court approval into its settlement phase.

The development follows the Western Australian court approval reported on 29 October. Carnaby expects its shares to be suspended from trading on the ASX after the close of trading on 30 October, removing the stock from ordinary market dealing while the scheme is implemented.

Eligible shareholders to receive Evolution scrip

Under the agreed consideration, eligible Carnaby shareholders will receive 0.0682 new Evolution shares for every Carnaby share they hold at the 4:00pm AWST record date on 3 November. The scheme is expected to be implemented on 10 November, subject to the timetable set out in the announcement.

The exchange ratio was also the basis of the shareholder approval vote, which left court approval as the final major hurdle. Ineligible foreign shareholders and non-electing small parcel holders will not receive Evolution shares directly; the shares otherwise due to them will be sold through a sale facility, with the resulting proceeds paid to those holders.

Trading and delisting dates now in sight

New Evolution shares are expected to begin deferred-settlement trading on 2 November, ahead of the 10 November implementation date, and to move to normal T+2 settlement on 11 November. Carnaby is expected to be delisted from the ASX on that same day.

The timetable remains indicative and can change in consultation with Evolution. The immediate milestones are the completion of the Glencore subscription on 2 November, the Carnaby record date the following day and the issue and trading of Evolution shares after implementation. For Carnaby holders, the practical question is no longer whether the scheme will proceed, but how smoothly the remaining settlement steps convert an ASX-listed interest into Evolution exposure.