Hammer Metals clears decisive shareholder votes for Austral deal and gold split

Shareholders give decisive approval to Austral scheme

Hammer Metals Limited (ASX:HMX) shareholders have given overwhelming backing to Austral Resources Australia’s (ASX:AR1) proposed acquisition of the company, with 99.8% of votes cast supporting the scheme of arrangement. The result clears the shareholder approval hurdle, although it does not yet complete the transaction.

The vote was also strong by holder count: 95.5% of shareholders present and voting supported the scheme. The poll recorded 409.62 million votes in favour and 840,026 against, with no abstentions. The result follows the 13 November court hearing being scheduled as the next major step in the takeover process.

Western Australian gold assets approved for demerger

Shareholders separately approved the proposed demerger of Hammer’s Western Australian gold assets through a capital reduction and in-specie distribution. The resolution received 99.78% of votes cast, with 409.23 million votes in favour and 895,326 against.

The demerger is intended to separate the Western Australian gold portfolio from the business being acquired by Austral. The company says the demerger’s effective date for transferring SpinCo shares is 10 November, with implementation to eligible shareholders targeted for 23 November. The filing does not disclose a valuation for the demerged assets.

Federal Court approval remains the critical condition

Hammer will apply to the Federal Court of Australia for approval at a hearing scheduled for 10:15am AWST on 13 November. The hearing will only proceed if the remaining conditions precedent have been satisfied or waived by 8:00am that day, leaving a formal legal and transactional risk between shareholder approval and completion.

If the Court approves the scheme, Hammer expects to lodge the orders with ASIC on 16 November, when the scheme would become effective. Trading in Hammer shares is expected to be suspended from the close of that day, with implementation of the scheme targeted for 25 November and removal of Hammer from the ASX official list expected on 26 November.

Austral shares and delisting dates now come into view

New Austral shares are expected to begin trading on a deferred settlement basis on 17 November and on a normal settlement basis from 26 November. The record date for determining scheme entitlements is scheduled for 18 November, while the demerger record date is also set for that date.

Those dates remain indicative. The timetable depends on Court approval and the satisfaction or waiver of other conditions, so the shareholder vote has materially advanced the transaction without removing the possibility of delay or change before implementation.